Common use of Designation of Subsidiaries Clause in Contracts

Designation of Subsidiaries. Xxxxxxx (with the consent of the Company) may at any time after the Pushdown Date designate any Restricted Subsidiary of any Covenant Party (other than a Borrower) as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation, no Default shall have occurred and be continuing, (ii) immediately after giving effect to such designation, the Covenant Parties shall be in compliance, on a Pro Forma Basis, with the covenants set forth in Section 7.11 (it being understood that if no Test Period cited in Section 7.11 has passed, the covenants in Section 7.11 for the first Test Period cited in such Section shall be satisfied as of the last four quarters ended and, as a condition precedent to the effectiveness of any such designation, Xxxxxxx shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance), (iii) none of the Covenant Parties may be designated as an Unrestricted Subsidiary, (iv) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of the Senior Subordinated Debt, the Senior Unsecured Debt or any Junior Financing, as applicable, (v) no Restricted Subsidiary may be designated an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary and (vi) if a Restricted Subsidiary is being designated as an Unrestricted Subsidiary hereunder, the sum of (A) the assets of such Subsidiary as of such date of designation (the “Designation Date”), as set forth on such Subsidiary’s most recent balance sheet, plus (B) the aggregate amount of assets of all Unrestricted Subsidiaries designated as Unrestricted Subsidiaries pursuant to this Section 6.14 prior to the Designation Date (in each case measured as of the date of each such Unrestricted Subsidiary’s designation as an Unrestricted Subsidiary) shall not exceed 5% of the Total Assets as of such Designation Date pro forma for such designation. The designation of any Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the Covenant Parties therein at the date of designation in an amount equal to the net book value of the Covenant Parties’ (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 Covenant Parties in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value at the date of such designation of the Covenant Parties’ (as applicable) Investment in such Subsidiary.

Designation of Subsidiaries. Xxxxxxx (with the consent of the Company) The Borrower may at any time after the Pushdown Closing Date designate any Restricted Subsidiary of any Covenant Party (other than a Borrower) as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation, no Default shall have occurred and be continuing, (ii) immediately after giving effect to such designation, the Covenant Parties Borrower shall be in compliance, on a Pro Forma Basis, compliance with the covenants set forth in Section 7.11 7.11, determined on a Pro Forma Basis as of the last day of the most recently ended Test Period (it being understood that or, if no Test Period cited in Section 7.11 has passed, the covenants in Section 7.11 for the first Test Period cited in such Section shall be satisfied as of the last four quarters ended ended), in each case, as if such designation had occurred on the last day of such fiscal quarter of the Borrower and, as a condition precedent to the effectiveness of any such designation, Xxxxxxx the Borrower shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance), (iii) none of the Covenant Parties may be designated as an Unrestricted Subsidiary, (iv) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of the Senior Subordinated Mezzanine Debt, the Senior Unsecured Debt or any Junior Financing, as applicable, (viv) no Restricted Subsidiary may be designated an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary and (viv) if a Restricted Subsidiary is being designated as an Unrestricted Subsidiary hereunder, the sum of (A) the fair market value of assets of such Subsidiary as of such date of designation (the “Designation Date”), as set forth on such Subsidiary’s most recent balance sheet, plus (B) the aggregate amount fair market value of assets of all Unrestricted Subsidiaries designated as Unrestricted Subsidiaries pursuant to this Section 6.14 prior to the Designation Date (in each case measured as of the date of each such Unrestricted Subsidiary’s designation as an Unrestricted Subsidiary) shall not exceed 5% of the Total Assets $75,000,000 as of such Designation Date pro forma for such designation. The designation of any Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the Covenant Parties Borrower therein at the date of designation in an amount equal to the net book fair market value of the Covenant Parties’ (as applicable) 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 Covenant Parties 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 Covenant Parties’ (as applicable) Borrower’s Investment in such Subsidiary.

Designation of Subsidiaries. Xxxxxxx (with The Board of Directors of Holdings or the consent of the Company) Borrower may at any time after the Pushdown Date designate any Restricted Subsidiary of any Covenant Party (other than a Borrower) the 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 other than with respect to any designation of Flotek or BPC as Unrestricted Subsidiaries after the Closing Date and after such designationonly so long as Flotek or BPC are not Wholly Owned by Holdings, no Default shall have occurred and be continuingor Event of Default is then continuing or would result therefrom, (ii) immediately other than with respect to any designation of Flotek or BPC as Unrestricted Subsidiaries after the Closing Date and only so long as Flotek or BPC are not Wholly Owned by Holders, after giving effect to such designation, designation the Covenant Parties shall be in compliance, on a Pro Forma Basis, with Aggregate Revolver Outstandings would not exceed the covenants set forth in Section 7.11 (it being understood that if no Test Period cited in Section 7.11 has passed, the covenants in Section 7.11 for the first Test Period cited in such Section shall be satisfied as lesser of the last four quarters ended and, as a condition precedent to Maximum Revolver Amount and the effectiveness of any such designation, Xxxxxxx shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance)then-current Borrowing Base, (iii) none of the Covenant Parties may be designated as an Unrestricted Subsidiary, (iv) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it is was previously designated as an Unrestricted Subsidiary and then re-designated as a “Restricted Subsidiary” for the purpose of the Senior Subordinated Debt, the Senior Unsecured Debt or any Junior Financing, as applicable, (viv) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if after such designation it was previously designated an would be a “restricted subsidiary” for the purpose of the Term Loan Credit Agreement or any other Material Indebtedness, (v) other than with respect to any designation of Flotek or BPC as Unrestricted Subsidiary Subsidiaries after the Closing Date and only so long as Flotek or BPC are not Wholly Owned by Holdings, the Borrower and the Restricted Subsidiaries shall be in compliance on a Pro Forma Basis with a Fixed Charge Coverage Ratio, as such ratio is calculated as of the last day of the Test Period most recently ended on or prior to the date of such designation, as if such designation and any related transactions had occurred on the first day of such Test Period, of not less than 1.00:1.00, and (vi) if such designation would result in Current Asset Collateral owned by a Restricted Subsidiary is Borrower or Guarantor immediately prior to such designation being designated as owned by an Unrestricted Subsidiary hereunder, the sum of (A) the assets of immediately after such Subsidiary as of such date of designation (the “Designation Date”), as set forth on such Subsidiary’s most recent balance sheet, plus (B) with a value individually or in the aggregate amount of assets of all Unrestricted Subsidiaries designated as Unrestricted Subsidiaries pursuant to this Section 6.14 prior to the Designation Date (in each case measured as of the date of each such Unrestricted Subsidiary’s designation as an Unrestricted Subsidiary) shall not exceed 5greater than 5.0% of the Total Assets as of Borrowing Base based on the most recently delivered Borrowing Base Certificate prior to such Designation Date pro forma for event, then Borrower shall be required, prior to such designation, deliver to Agent an updated Borrowing Base Certificate that reflects the removal of the applicable assets from the Borrowing Base. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the Covenant Parties Borrower therein at the date of designation in an amount equal to the net book value Fair Market Value of the Covenant Parties’ Borrower’s investment therein and the Investment resulting from such designation must otherwise be in compliance with Section 8.11 (as determined at the time of such designation) (for the avoidance of doubt, the designation of Flotek and/or BPC as an Unrestricted Subsidiary shall not constitute an additional Investment thereof by any of the Obligors unless such designation occurs after Flotek and/or BPC (as applicable) investment thereinbecome Wholly Owned Subsidiaries). 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 the Debt or Liens of such Subsidiary must otherwise be in compliance with Section 8.12 and 8.16 (ii) a return on any Investment by as determined at the Covenant Parties in Unrestricted Subsidiaries pursuant time of such designation). Notwithstanding anything to the preceding sentence contrary contained herein, (x) no Unrestricted Subsidiary may at any time hold (directly or indirectly) Stock in, or Debt owed by or Liens (securing Debt for Borrowed Money) in, any Restricted Subsidiary and (y) in no event shall any Restricted Subsidiary that owns (or has an amount equal exclusive license to) any Intellectual Property that is material to the fair market value at operations or the date business of such designation Holdings and its Restricted Subsidiaries be permitted to be designated as an Unrestricted Subsidiary, nor shall any Unrestricted Subsidiary be permitted to own (or have an exclusive license to), develop, or receive from Holdings or any of its Restricted Subsidiaries, any Intellectual Property that is material to the Covenant Parties’ (as applicable) Investment in such Subsidiaryoperations or the business of Holdings and its Restricted Subsidiaries.

Designation of Subsidiaries. Xxxxxxx (with the consent of the Company) The Company may at any time after the Pushdown Effective Date (x) designate any Restricted Subsidiary of any Covenant Party (other than a Borrower) subsidiary as an Unrestricted Subsidiary or (y) redesignate any subsidiary that was an Unrestricted Subsidiary on the Effective Date or that was designated as an Unrestricted Subsidiary at the time of the formation or acquisition of such Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after any such designation, no Default or Event of Default shall have occurred and be continuing, (ii) immediately after giving effect to such designation, the Covenant Loan Parties shall be in compliance, on a Pro Forma Basis, compliance with the financial covenants set forth in Section 7.11 6.13 or Section 6.14, as applicable, determined on a pro forma basis (it being understood that if no Test Period cited in A) with respect to Section 7.11 has passed6.13, the covenants in Section 7.11 for the first Test Period cited in such Section shall be satisfied as of the last day of the most recently ended four fiscal quarters ended andof the Company for which financial statements have been delivered pursuant to Section 5.01(a) or 5.01(b), as a condition precedent applicable, and (B) with respect to Section 6.14, as of the effectiveness of any such designation, Xxxxxxx shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance)date thereof, (iii) none no Subsidiary of the Covenant Parties may be designated as an Unrestricted Subsidiary, (iv) no Subsidiary Company may be designated as an Unrestricted Subsidiary for purposes of this Agreement if it is a “Restricted Subsidiary” for the purpose of any other Material Debt of the Senior Subordinated Debt, the Senior Unsecured Debt Company or any Junior Financingof the Restricted Subsidiaries, as applicableand (iv) in no event shall any Borrower, (v) no any Material IP Subsidiary, or any subsidiary that owns any Equity Interest of any Borrower, any Restricted Subsidiary may or any Material IP Subsidiary, in each case, be designated an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary and (vi) if a Restricted Subsidiary is being designated as an Unrestricted Subsidiary hereunder, the sum of (A) the assets of such Subsidiary as of such date of designation (the “Designation Date”), as set forth on such Subsidiary’s most recent balance sheet, plus (B) the aggregate amount of assets of all Unrestricted Subsidiaries designated as Unrestricted Subsidiaries pursuant to this Section 6.14 prior to the Designation Date (in each case measured as of the date of each such Unrestricted Subsidiary’s designation as an Unrestricted Subsidiary) shall not exceed 5% of the Total Assets as of such Designation Date pro forma for such designation. The designation of any Subsidiary subsidiary as an Unrestricted Subsidiary after the Closing Effective Date shall constitute an Investment by the Covenant Parties Company (or its relevant Restricted Subsidiary) therein at the date of designation in an amount equal to the net book value of the Covenant Parties’ Company’s (as applicableor such Restricted Subsidiary’s) investment Investment therein. The designation On the date of redesignation of any Unrestricted Subsidiary as a Restricted Subsidiary, the Company shall be deemed to continue to have a permanent “Investment” in an Unrestricted Subsidiary shall constitute equal to the amount (iif positive) equal to (a) the incurrence “Investment” of the Company in such subsidiary at the time of designation of any Investmentsuch redesignation, Indebtedness or Liens of such Subsidiary existing at such time and less (iib) a return on any Investment by the Covenant Parties in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value (as determined in good faith by the Company) of the net assets of such subsidiary at the date time of such designation of the Covenant Parties’ (as applicable) Investment in such Subsidiaryredesignation.

Designation of Subsidiaries. Xxxxxxx (with a) The Board of Directors of Holdings or the consent of the Company) Borrower may at any time after the Pushdown Date designate any Restricted Subsidiary of any Covenant Party (other than a Borrower) the 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 shall have occurred and be continuing, or Event of Default is then continuing or would result therefrom; (ii) immediately after giving effect to such designation, the Covenant Parties shall be in compliance, Total Net Leverage Ratio on a Pro Forma Basis, with the covenants set forth in Section 7.11 (it being understood that if no Test Period cited in Section 7.11 has passed, the covenants in Section 7.11 for the first Test Period cited in such Section shall be satisfied Basis as of the last four quarters ended andday of the most recently completed Test Period shall be less than or equal to 1.00:1:00; provided that, any designation of Flotek and/or BPC as a condition precedent to an Unrestricted Subsidiary (in the effectiveness case of any such designation, Xxxxxxx shall deliver such Unrestricted Subsidiary and each of its Subsidiaries, a “Specified Unrestricted Subsidiary”) prior to the Administrative Agent a certificate setting forth in reasonable detail date on which Holdings owns, directly or indirectly, more than 66 2⁄3% of the calculations demonstrating Stock of such compliancePerson shall not be subject to the requirements of this clause (ii), ; (iii) none of the Covenant Parties may be designated as an Unrestricted Subsidiary, (iv) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it is was previously designated as an Unrestricted Subsidiary and then re-designated as a “Restricted Subsidiary” for the purpose of the Senior Subordinated Debt, the Senior Unsecured Debt or any Junior Financing, as applicable, ; and (viv) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if after such designation it was previously designated an Unrestricted Subsidiary and (vi) if would be a Restricted Subsidiary is being designated as an Unrestricted Subsidiary hereunder, “restricted subsidiary” for the sum of (A) the assets of such Subsidiary as of such date of designation (the “Designation Date”), as set forth on such Subsidiary’s most recent balance sheet, plus (B) the aggregate amount of assets of all Unrestricted Subsidiaries designated as Unrestricted Subsidiaries pursuant to this Section 6.14 prior to the Designation Date (in each case measured as purpose of the date of each such Unrestricted Subsidiary’s designation as an Unrestricted SubsidiaryABL Credit Agreement or any other Material Indebtedness. (b) shall not exceed 5% of the Total Assets as of such Designation Date pro forma for such designation. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the Covenant Parties Borrower therein at the date of designation in an amount equal to the net book value Fair Market Value of the Covenant Parties’ Borrower’s investment therein and the Investment resulting from such designation must otherwise be in compliance with Section 8.11 (as applicabledetermined at the time of such designation); provided that, any designation of Flotek and/or BPC as a Specified Unrestricted Subsidiary shall not constitute an Investment by any of the Obligors unless such designation occurs after Holdings owns, directly or indirectly, more than 66 2⁄3% of the Stock of such Specified Unrestricted Subsidiary. (c) 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 Debt or Liens of such Subsidiary existing at such time and the Debt or Liens of such Subsidiary must otherwise be in compliance with Section 8.12 and 8.16 (as determined at the time of such designation). (d) Notwithstanding anything to the contrary contained herein, (i) no Unrestricted Subsidiary may at any time hold (directly or indirectly) Stock in, or Debt of, or Liens on the Stock or assets of, any Restricted Subsidiary, other than in the case of Flotek and BPC (as applicable), any Liens described in clause (mm)(ii) of the definition of Permitted Liens and other similar contractual encumbrances (but, for the avoidance of doubt, not in respect of Debt) that are not otherwise prohibited under Section 8.17; (ii) in no event shall any Restricted Subsidiary that owns (or has an exclusive license to) any Intellectual Property that is material to the operations or the business of Holdings and its Restricted Subsidiaries be permitted to be designated as an Unrestricted Subsidiary, nor shall any Unrestricted Subsidiary be permitted to own (or have an exclusive license to), develop, or receive from Holdings or any of its Restricted Subsidiaries, any Intellectual Property that is material to the operations or the business of Holdings and its Restricted Subsidiaries; and (iii) in the case of any Unrestricted Subsidiary that is a return on any Investment Specified Unrestricted Subsidiary, (A) the Stock of such Specified Unrestricted Subsidiary shall not constitute Excluded Stock and shall be required to be pledged by an Obligor to the Covenant Agent for the benefit of the Secured Parties in accordance with the terms of this Agreement and the Security Agreement, (B) all transactions between such Specified Unrestricted Subsidiaries pursuant Subsidiary, on the one hand, and any Affiliate of such Specified Unrestricted Subsidiary, on the other hand, entered into after the date hereof, shall be consummated in the ordinary course of its business, for fair consideration and on terms no less favorable to it than would be obtainable in a comparable arm’s length transaction with a Person that is not an Affiliate thereof, and that are fully disclosed to the preceding sentence in an amount equal Agent and the Lenders prior to the fair market value consummation thereof, if they involve one or more payments by or to such Specified Unrestricted Subsidiary in excess of $5,000,000 for any single transaction or series of related transactions, other than any transactions permitted under clauses (a)(ii), (q)(i) and (q)(ii) of Section 8.14 and the last paragraph of Section 8.14, (C) all dividends and distributions made by such Specified Unrestricted Subsidiary, all proceeds of sales, transfers or other dispositions of assets by such Specified Unrestricted Subsidiary, and all returns on investments of such Specified Unrestricted Subsidiary shall, in each case, to the extent distributed to the equity holders thereof, be distributed to the equity holders thereof on a pro rata basis, and solely in cash, and in the case of equity holders that are Affiliates of Holdings and its Restricted Subsidiaries (including, without limitation, any Parent Entity), only through distributions made to Holdings and its Restricted Subsidiaries for further distribution thereof by Holdings and its Restricted Subsidiaries in the manner and to the extent permitted under this Agreement (and not through any other Affiliate or Parent Entity directly), (D) the Borrower shall not vote to permit any Dispositions by such Specified Unrestricted Subsidiary made outside the ordinary course of business (other than Dispositions of the type described in clauses (b), (c), (d), (e), (j), (m), (n), (o), (p) and (s) of the definition of Permitted Disposition) unless such Disposition shall be made for Fair Market Value and, with respect to any such Disposition (or series of related Dispositions) for a purchase price in excess of $5,000,000, such Specified Unrestricted Subsidiary shall receive not less than 75% of such consideration in the form of cash or Cash Equivalents and (E) the Borrower shall not vote to permit any such Specified Unrestricted Subsidiary to enter into any transaction, take any action, or fail to take any action that, individually or in the aggregate that could reasonably be expected to have a Material Adverse Effect. (iv) Holdings and/or the Borrower may continue to designate Flotek and/or BPC as an Unrestricted Subsidiary (but not a Specified Unrestricted Subsidiary) at any time after Holdings owns, directly or indirectly, more than 66 2⁄3% of the Stock of such Person, so long as at the time of the continuance of such designation, the conditions to the designation of a Restricted Subsidiary as an Unrestricted Subsidiary set forth in clauses (a) (without giving effect to the proviso set forth in clause (a)(ii) thereof), (b) (without giving effect to the proviso set forth therein), (c), (d)(i) and (d)(ii) of this Section 8.26 are satisfied as of such date as if the continuance of such designation was an initial designation of the Covenant Parties’ (such Subsidiary as applicable) Investment in an Unrestricted Subsidiary hereunder as of such Subsidiarydate.

Designation of Subsidiaries. Xxxxxxx (with the consent of the Company) may at any time after the Pushdown Date The Borrower shall be permitted to designate any Restricted an existing or subsequently acquired or organized Subsidiary of any Covenant Party (other than a Borrower) as an Unrestricted Subsidiary after the Closing Date, by written notice to the Administrative Agent, so long as (a) no Default has occurred and is continuing or would result therefrom, (b) immediately after giving effect to such designation, the Borrower shall be in compliance on a pro forma basis with Section 8.1, such compliance to be determined on the basis of the financial information most recently delivered to Administrative Agent by the Borrower pursuant to Section 7.1, (c) such Unrestricted Subsidiary shall be capitalized (to the extent capitalized by the Borrower or any of its Subsidiaries) through Investments as permitted by, and in compliance with, Section 8.7, (d) without duplication of clause (c), any assets owned by such Unrestricted Subsidiary at the time of the initial designation thereof shall be treated as Investments pursuant to Section 8.7, and (e) the Borrower shall have delivered to the Administrative Agent an officer’s certificate executed by a Responsible Officer of the Borrower, certifying compliance with the requirements of preceding clauses (a) through (d), and containing the calculations and information required by the preceding clause (b). The Borrower may designate any Unrestricted Subsidiary as to be a Restricted SubsidiarySubsidiary for purposes of this Agreement (each, a “Subsidiary Redesignation”); provided that (i) immediately before and after such designation, no Default shall have has occurred and be continuingis continuing or would result therefrom, (ii) immediately after giving effect to such designationSubsidiary Redesignation, the Covenant Parties Borrower shall be in compliance, compliance on a Pro Forma Basispro forma basis with Section 8.1, with such compliance to be determined on the covenants basis of the financial information most recently delivered to Administrative Agent by the Borrower pursuant to Section 7.1, (iii) the representations and warranties set forth in Section 7.11 (it being understood that if no Test Period cited Article 5 and in Section 7.11 has passed, the covenants in Section 7.11 for the first Test Period cited in such Section other Loan Documents shall be satisfied true and correct in all material respects immediately after giving effect to such Subsidiary Redesignation, except to the extent such representations and warranties expressly relate to an earlier date, in which case such representation and warranties shall have been true and correct in all material respects as of such earlier date, and (iv) the last four quarters ended and, as a condition precedent to the effectiveness of any such designation, Xxxxxxx Borrower shall deliver have delivered to the Administrative Agent an officer’s certificate executed by a certificate setting forth in reasonable detail Responsible Officer of the Borrower, certifying compliance with the requirements of preceding clauses (i) through (iii), and containing the calculations demonstrating such complianceand information required by the preceding clause (ii); provided, (iii) none of the Covenant Parties further, that no Unrestricted Subsidiary that has been designated as a Subsidiary pursuant to a Subsidiary Redesignation may again be designated as an Unrestricted Subsidiary, (iv) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of the Senior Subordinated Debt, the Senior Unsecured Debt or any Junior Financing, as applicable, (v) no Restricted Subsidiary may be designated an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary and (vi) if a Restricted Subsidiary is being designated as an Unrestricted Subsidiary hereunder, the sum of (A) the assets of such Subsidiary as of such date of designation (the “Designation Date”), as set forth on such Subsidiary’s most recent balance sheet, plus (B) the aggregate amount of assets of all Unrestricted Subsidiaries designated as Unrestricted Subsidiaries pursuant to this Section 6.14 prior to the Designation Date (in each case measured as of the date of each such Unrestricted Subsidiary’s designation as an Unrestricted Subsidiary) shall not exceed 5% of the Total Assets as of such Designation Date pro forma for such designation. The designation of any Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the Covenant Parties therein at the date of designation in an amount equal to the net book value of the Covenant Parties’ (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 Covenant Parties in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value at the date of such designation of the Covenant Parties’ (as applicable) Investment in such Subsidiary.

Designation of Subsidiaries. Xxxxxxx (with the consent of the Company) The Borrower may at any time after the Pushdown Date designate any Restricted Subsidiary of any Covenant Party (other than a Borrower) as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (ia) immediately before and after giving effect (including giving effect on a pro forma basis) to such designation, (i) no Event of Default shall have occurred and be continuing, continuing or would result therefrom and (ii) the Borrower is in compliance with the financial covenants set forth in Section 6.10 (without giving effect to any Acquisition Holiday) recomputed as of the last day of the most recently ended fiscal quarter of the Borrower for which financial statements have been delivered pursuant to Section 5.01(a) or 5.01(b) (or, prior to the delivery of any such financial statements, the most recent financial statements referred to in Section 3.04), as applicable, (b) immediately after prior to giving effect to such designation, the Covenant Parties shall be in compliance, on a Pro Forma Basis, with the covenants set forth in Section 7.11 (it being understood that if no Test Period cited in Section 7.11 has passed, the covenants in Section 7.11 for the first Test Period cited in such Section shall be satisfied as of the last four quarters ended and, as a condition precedent to the effectiveness of i) any such designation, Xxxxxxx shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance), (iii) none of the Covenant Parties may be Restricted Subsidiary so designated as an Unrestricted SubsidiarySubsidiary has not contributed greater than five percent (5%) of Consolidated EBITDA of the Borrower and its Subsidiaries for the most recently ended period of four fiscal quarters or (ii) any such Restricted Subsidiary so designated as an Unrestricted Subsidiary has not contributed greater than five percent (5%) of Consolidated Total Assets of the Borrower and its Subsidiaries for the most recently ended period of four fiscal quarters, (ivc) no Subsidiary may be designated as an Unrestricted Subsidiary if it such Subsidiary (or any of its Subsidiaries) (i) has at such time of designation or thereafter creates, incurs, assumes or guarantees, any Indebtedness that is recourse to the Borrower or any Restricted Subsidiary or (ii) guarantees Material Indebtedness of any Loan Party, (d) all Investments of the Borrower and the Restricted Subsidiaries in such Unrestricted Subsidiary at the time of designation are permitted in accordance with Section 6.04, (e) the Borrower shall deliver to the Administrative Agent at least two (2) Business Days prior to such designation a certificate of a Financial Officer of the Borrower, certifying that such Subsidiary meets the requirements of an “Restricted Unrestricted Subsidiary” for the purpose of the Senior Subordinated Debt, the Senior Unsecured Debt or any Junior Financing, as applicable, (v) no Restricted Subsidiary may be designated an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary set forth in this Section 5.10 and (vif) if a Restricted Subsidiary is being designated as an Unrestricted Subsidiary hereunder, the sum of at least three (A3) the assets of such Subsidiary as of such date of designation (the “Designation Date”), as set forth on such Subsidiary’s most recent balance sheet, plus (B) the aggregate amount of assets of all Unrestricted Subsidiaries designated as Unrestricted Subsidiaries pursuant to this Section 6.14 Business Days prior to the Designation Date (in each case measured designation of any Unrestricted Subsidiary as of a Restricted Subsidiary, the date of each Lenders shall have received all documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation, the Patriot Act, with respect to such Unrestricted Restricted Subsidiary’s designation as an Unrestricted Subsidiary) shall not exceed 5% of the Total Assets as of such Designation Date pro forma for such designation. The designation of any Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment investment by the Covenant Parties Borrower and its Restricted Subsidiaries therein at the date of designation in an amount equal to the net book fair market value of the Covenant Parties’ (Borrower’s or applicable Restricted Subsidiary’s, as applicable) the case may be, investment therein, and such investment shall be subject to Section 6.04(t). The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any InvestmentIndebtedness, Indebtedness investments, loans, advances, Guarantees or Liens of such Subsidiary existing at such time and (ii) a return on any Investment investment by the Covenant Parties Borrower or the applicable Restricted Subsidiary in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value at the date of such designation of the Covenant Parties’ (as applicable) Investment Borrower or such Restricted Subsidiary’s investment in such Subsidiary.

Designation of Subsidiaries. Xxxxxxx (with the consent of the Company) The Lead Borrower may at any time after the Pushdown Closing Date designate any Restricted Subsidiary of any Covenant Party (other than a Borrower) 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, (ii) immediately after giving effect to such designation, the Covenant Parties shall be in complianceConsolidated Total Net Leverage Ratio, determined on a Pro Forma Basis, with the covenants set forth in Section 7.11 (it being understood that if no Test Period cited in Section 7.11 has passed, the covenants in Section 7.11 for the first Test Period cited in such Section shall be satisfied Basis as of the last four quarters day of the most recently ended andTest Period for which Section 9.01 Financials were required to have been delivered, as a condition precedent does not exceed 5.25 to the effectiveness of any such designation, Xxxxxxx shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance)1.00, (iii) none in the case of the Covenant Parties may be designated designation of any Subsidiary as an Unrestricted Subsidiary, such designation shall constitute an Investment in such Unrestricted Subsidiary (calculated as an amount equal to the sum of (x) the fair market value of the Subsidiary designated immediately prior to such designation (such fair market value to be calculated without regard to any Obligations of such Subsidiary under the Subsidiaries Guaranty) and (y) the aggregate principal amount of any Indebtedness owed by the Subsidiary to the Lead Borrower or any of its Subsidiaries immediately prior to such designation, all calculated, except as set forth in the parenthetical to clause (x) above, on a consolidated basis in accordance with U.S. GAAP), and such Investment shall be permitted under Section 10.05, (iv) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of (I) the ABL Credit Agreement, (II) the First Lien Credit Agreement or (III) any Refinancing Notes Indenture, any Permitted Senior Subordinated DebtSecured Notes Document, any Permitted Junior Notes Document or other debt instrument, in each case of this clause (III), with a principal amount in excess of the Senior Unsecured Debt or any Junior Financing, as applicableThreshold Amount, (v) immediately after giving effect to the designation of an Unrestricted Subsidiary as a Restricted Subsidiary, the Lead Borrower shall comply with the provisions of Section 9.12 with respect to such designated Restricted Subsidiary, (vi) no Restricted Subsidiary may be designated an Unrestricted a Subsidiary if it was previously designated an Unrestricted Subsidiary and (vi) if a Restricted Subsidiary is being designated as an Unrestricted Subsidiary hereunder, the sum of (A) the assets of such Subsidiary as of such date of designation (the “Designation Date”), as set forth on such Subsidiary’s most recent balance sheet, plus (B) the aggregate amount of assets of all Unrestricted Subsidiaries designated as Unrestricted Subsidiaries pursuant to this Section 6.14 prior to the Designation Date (in each case measured as of the date of each such Unrestricted Subsidiary’s designation as an Unrestricted Subsidiary, (vii) shall not exceed 5% in the case of the Total Assets as of such Designation Date pro forma for such designation. The designation of any Subsidiary as an Unrestricted Subsidiary after Subsidiary, no recourse whatsoever (whether by contract or by operation of law or otherwise) may be had to the Closing Date Lead Borrower or any of its Restricted Subsidiaries or any of their respective properties or assets for any obligations of such Unrestricted Subsidiary, and (viii) the Lead Borrower shall constitute an Investment have delivered to the Administrative Agent and each Lender a certificate executed by its chief financial officer or treasurer, certifying to the best of such officer’s knowledge, compliance with the requirements of the preceding clauses (i) through (vii), inclusive, and containing the calculations (in reasonable detail) required by the Covenant Parties therein at the date of designation in an amount equal to the net book value of the Covenant Parties’ preceding clause (as applicable) investment thereinii). 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 Covenant Parties Lead Borrower in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value at the date of such designation of the Covenant Parties’ (as applicable) Lead Borrower’s Investment in such Subsidiary.

Designation of Subsidiaries. Xxxxxxx (with Subject at all times to the consent provisions of Section 10.3(c), by action of its board of directors, the Company) Company may at any time after the Pushdown Date designate any Restricted Subsidiary or any newly created or acquired Subsidiary of any Covenant Party (other than a Borrower) the Company as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary (each a “Designated Subsidiary”); provided that (i) immediately before and after such designationdesignation on a pro forma basis, no Default or Event of Default shall have occurred and be continuing, (ii) immediately after giving effect to such designation, the Covenant Parties Company shall be in compliance, on a Pro Forma Basispro forma basis, with the financial covenants set forth in Section 7.11 10.3, (it being understood that if no Test Period cited iii) in Section 7.11 has passedthe case of any Unrestricted Designation, immediately after giving effect to such designation, (x) the covenants in Section 7.11 for the first Test Period cited in such Section shall be satisfied remainder of (A) Consolidated EBITDA as of the last four quarters ended andday of the most recently completed fiscal quarter for the Reference Period ending on such day after subtracting (B) the portion, if any, of such Consolidated EBITDA attributable to such Designated Subsidiary, is not less than (y) 85% of Consolidated EBITDA, determined as of the last day of the most recently completed fiscal quarter for the Reference Period ending on such day (and in the case of a condition precedent newly created or acquired Subsidiary designated as an Unrestricted Subsidiary, such calculation of Consolidated EBITDA shall include such new Subsidiary on a pro forma basis as if such new Subsidiary were a Restricted Subsidiary for such period), (iv) the Company shall have delivered to the effectiveness holders of any such designation, Xxxxxxx shall deliver Notes a certificate of a Responsible Officer certifying as to the Administrative Agent a certificate satisfaction of the conditions in clauses (i), (ii) and (iii) above and setting forth in reasonable detail the calculations demonstrating such compliance), necessary to determine compliance with the condition in clauses (ii) and (iii) none of the Covenant Parties may be designated as an Unrestricted Subsidiaryabove, (ivv) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of the Senior Subordinated Debt, the Senior Unsecured Debt or any Junior Financing, as applicable, (v) no Restricted Subsidiary may be designated an Unrestricted Subsidiary if it was previously designated as an Unrestricted Subsidiary and (vi) if a Restricted no Subsidiary is being designated as of an Unrestricted Subsidiary hereunder, the sum of (A) the assets of such Subsidiary as of such date of designation (the “Designation Date”), as set forth on such may be a Restricted Subsidiary’s most recent balance sheet, plus (B) the aggregate amount of assets of all Unrestricted Subsidiaries designated as Unrestricted Subsidiaries pursuant to this Section 6.14 prior to the Designation Date (in each case measured as of the date of each such Unrestricted Subsidiary’s designation as an Unrestricted Subsidiary) shall not exceed 5% of the Total Assets as of such Designation Date pro forma for such designation. The designation of any Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the Covenant Parties Company therein at the date of designation in an amount equal to the net book fair market value of the Covenant Parties’ Company’s or its Restricted Subsidiary’s (as applicable) investment Investment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (ia) the incurrence at the time of such designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time and (iib) a return on any Investment by the Covenant Parties 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 Covenant Parties’ Company’s or its Restricted Subsidiary’s (as applicable) Investment in such Subsidiary.

Designation of Subsidiaries. Xxxxxxx (with a) The Borrower may designate any subsidiary (including any existing subsidiary and any newly acquired or newly formed subsidiary) to be an Unrestricted Subsidiary unless such subsidiary or any of its subsidiaries owns any Equity Interests or Indebtedness of, or owns or holds any Lien on, any property of, the consent of the Company) may at any time after the Pushdown Date designate Borrower or any Restricted Subsidiary of any Covenant Party (other than a Borrower) as an Unrestricted Subsidiary or solely any Unrestricted Subsidiary as a Restricted Subsidiaryof the subsidiary to be so designated); provided that that (i) immediately before and after any Unrestricted Subsidiary must be an entity of which the Equity Interests entitled to cast at least a majority of the votes that may be cast by all Equity Interests having ordinary voting power for the election of directors or Persons performing a similar function are owned, directly or indirectly, by the Borrower; (ii) such designation, designation complies with the covenants described in Section 6.03(c); (iii) no Default or Event of Default shall have occurred and be continuing; (iv) the Total Net Leverage Ratio for the Borrower and its Restricted Subsidiaries would be less than the ratio set forth in Section 6.01(a); in each case on a pro forma basis taking into account such designation; and (v) each of: (A) the subsidiary to be so designated; and (B) its subsidiaries has not at the time of designation, and does not thereafter, incur any Indebtedness pursuant to which the lender has recourse to any of the assets of the Borrower or any Restricted Subsidiary. Furthermore, no subsidiary may be designated as an Unrestricted Subsidiary hereunder unless it is also designated as an “Unrestricted Subsidiary” for purposes of the Specified Senior Indebtedness, the Specified Senior Subordinated Indebtedness or any Junior Financing. (iib) The Borrower may designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that, immediately after giving effect to such designation, no Default or Event of Default shall have occurred and be continuing and the Covenant Parties shall Total Net Leverage Ratio for the Borrower and its Restricted Subsidiaries would be in compliance, on a Pro Forma Basis, with less than the covenants ratio set forth in Section 7.11 (it being understood that if no Test Period cited in Section 7.11 has passed6.01(a), on a pro forma basis taking into account such designation. Any such designation by the covenants in Section 7.11 for the first Test Period cited in such Section Borrower shall be satisfied as of notified by the last four quarters ended and, as a condition precedent to the effectiveness of any such designation, Xxxxxxx shall deliver Borrower to the Administrative Agent by promptly filing with the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance), (iii) none copy of the Covenant Parties may be designated as an Unrestricted Subsidiary, (iv) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose resolution of the Senior Subordinated Debt, board of directors of the Senior Unsecured Debt Borrower or any Junior Financing, as applicable, (v) no Restricted Subsidiary may be designated an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary and (vi) if a Restricted Subsidiary is being designated as an Unrestricted Subsidiary hereunder, the sum of (A) the assets of such Subsidiary as of such date of designation (the “Designation Date”), as set forth on such Subsidiary’s most recent balance sheet, plus (B) the aggregate amount of assets of all Unrestricted Subsidiaries designated as Unrestricted Subsidiaries pursuant committee thereof giving effect to this Section 6.14 prior to the Designation Date (in each case measured as of the date of each such Unrestricted Subsidiary’s designation as an Unrestricted Subsidiary) shall not exceed 5% of the Total Assets as of such Designation Date pro forma for such designation. The designation of any Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the Covenant Parties therein at the date of designation in an amount equal to the net book value of the Covenant Parties’ (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 Covenant Parties in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value at the date of such designation of and an Officer’s Certificate certifying that such designation complied with the Covenant Parties’ (as applicable) Investment in such Subsidiaryforegoing provisions.

Designation of Subsidiaries. Xxxxxxx (with the consent of the Company) The Company may at any time after the Pushdown Closing Date designate any Restricted Subsidiary of any Covenant Party (other than a Borrower) the Company as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted SubsidiarySubsidiary by written notice to the Administrative Agent; provided that (i) immediately before and after such designation, no Default shall have occurred and be continuing, (ii) immediately the Credit Parties would be in compliance on a pro forma basis with the financial covenants set forth in Article IX recomputed as of the end of the period of the four fiscal quarters most recently ended for which the Company has delivered financial statements pursuant to Section 7.1(a) or 7.1(b) after giving effect to such designation, the Covenant Parties shall be in compliance, on a Pro Forma Basis, with the covenants set forth in Section 7.11 (it being understood that if no Test Period cited in Section 7.11 has passed, the covenants in Section 7.11 for the first Test Period cited in such Section shall be satisfied as of the last four quarters ended and, as a condition precedent to the effectiveness of any such designation, Xxxxxxx shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance)redesignation, (iii) none in the case of the Covenant Parties may be designated designation of any Restricted Subsidiary as an Unrestricted Subsidiary, such designation shall constitute an Investment in such Unrestricted Subsidiary (calculated as an amount equal to the sum of (x) the net worth of the Subsidiary designated immediately prior to such designation (such net worth to be calculated without regard to any Obligations of such Subsidiary under the Loan Documents) and (y) to the extent not reflected in such net worth, the aggregate principal amount of any Indebtedness owed by the Subsidiary to the Company or any of its Restricted Subsidiaries immediately prior to such designation, all calculated, except as set forth in the parenthetical to clause (x) above, on a Consolidated basis in accordance with GAAP), and such Investment shall be permitted under Section 10.3, (iv) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of (or is otherwise subject to the Senior Subordinated Debtcovenants under, or otherwise obligated for) any material Indebtedness for borrowed money of the Company or any Restricted Subsidiary, (v) immediately after giving effect to the designation of an Unrestricted Subsidiary as a Restricted Subsidiary, the Senior Unsecured Debt or any Junior FinancingCompany shall comply with the provisions of Section 8.11 with respect to such designated Restricted Subsidiary, as to the extent applicable, (vvi) no Restricted Subsidiary may be designated a Subsidiary of an Unrestricted Subsidiary, and no Unrestricted Subsidiary shall have a Lien on the assets of the Company or a Restricted Subsidiary except as permitted by Section 10.2, (vii) once an Unrestricted Subsidiary if it was previously is designated as a Restricted Subsidiary pursuant to this Section 8.14, such Restricted Subsidiary may not be redesignated as an Unrestricted Subsidiary thereafter, and (vi) if once a Restricted Subsidiary is being designated as an Unrestricted Subsidiary hereunder, the sum of (A) the assets of such Subsidiary as of such date of designation (the “Designation Date”), as set forth on such Subsidiary’s most recent balance sheet, plus (B) the aggregate amount of assets of all Unrestricted Subsidiaries designated as Unrestricted Subsidiaries pursuant to this Section 6.14 prior 8.14, such Unrestricted Subsidiary may only be redesignated as a Restricted Subsidiary one time thereafter and (viii) the Company shall have delivered to the Designation Date Administrative Agent and each Lender a certificate executed by its chief financial officer or treasurer, certifying to the best of such officer’s knowledge, compliance with the requirements of the preceding clauses (i) through (vi), inclusive, and containing the calculations (in each case measured as of the date of each such Unrestricted Subsidiary’s designation as an Unrestricted Subsidiaryreasonable detail) shall not exceed 5% of the Total Assets as of such Designation Date pro forma for such designation. The designation of any Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment required by the Covenant Parties therein at the date of designation in an amount equal to the net book value of the Covenant Parties’ preceding clause (as applicable) investment thereinii). 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 Covenant Parties 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 Covenant Parties’ (as applicable) Company’s Investment in such SubsidiarySubsidiary (that have not otherwise been transferred to or invested in other Unrestricted Subsidiaries).

Designation of Subsidiaries. Xxxxxxx (with the consent of the Company) The Lead Borrower may at any time after the Pushdown Closing Date designate any Restricted Subsidiary of any Covenant Party (other than a Borrower) 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, (ii) immediately after giving effect to such designation, the Covenant Parties shall be in complianceConsolidated Total Net Leverage Ratio, determined on a Pro Forma Basis, with the covenants set forth in Section 7.11 (it being understood that if no Test Period cited in Section 7.11 has passed, the covenants in Section 7.11 for the first Test Period cited in such Section shall be satisfied Basis as of the last four quarters day of the most recently ended andTest Period for which Section 9.01 Financials were required to have been delivered, as a condition precedent does not exceed 5.25 to the effectiveness of any such designation, Xxxxxxx shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance)1.00, (iii) none in the case of the Covenant Parties may be designated designation of any Subsidiary as an Unrestricted Subsidiary, such designation shall constitute an Investment in such Unrestricted Subsidiary (calculated as an amount equal to the sum of (x) the fair market value of the Subsidiary designated immediately prior to such designation (such fair market value to be calculated without regard to any Obligations of such Subsidiary under the Subsidiaries Guaranty) and (y) the aggregate principal amount of any Indebtedness owed by the Subsidiary to the Lead Borrower or any of its Subsidiaries immediately prior to such designation, all calculated, except as set forth in the parenthetical to clause (x) above, on a consolidated basis in accordance with U.S. GAAP), and such Investment shall be permitted under Section 10.05, (iv) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of (I) the Senior Subordinated DebtABL Credit Agreement, (II) the Senior Unsecured Debt Second Lien Credit Agreement or (III) any Refinancing Notes Indenture, any Permitted Pari Passu Notes Document, any Permitted Junior FinancingNotes Document or other debt instrument, as applicablein each case of this clause (III), with a principal amount in excess of the Threshold Amount, (v) immediately after giving effect to the designation of an Unrestricted Subsidiary as a Restricted Subsidiary, the Lead Borrower shall comply with the provisions of Section 9.12 with respect to such designated Restricted Subsidiary, (vi) no Restricted Subsidiary may be designated an Unrestricted a Subsidiary if it was previously designated an Unrestricted Subsidiary and (vi) if a Restricted Subsidiary is being designated as an Unrestricted Subsidiary hereunder, the sum of (A) the assets of such Subsidiary as of such date of designation (the “Designation Date”), as set forth on such Subsidiary’s most recent balance sheet, plus (B) the aggregate amount of assets of all Unrestricted Subsidiaries designated as Unrestricted Subsidiaries pursuant to this Section 6.14 prior to the Designation Date (in each case measured as of the date of each such Unrestricted Subsidiary’s designation as an Unrestricted Subsidiary, (vii) shall not exceed 5% in the case of the Total Assets as of such Designation Date pro forma for such designation. The designation of any Subsidiary as an Unrestricted Subsidiary after Subsidiary, no recourse whatsoever (whether by contract or by operation of law or otherwise) may be had to the Closing Date Lead Borrower or any of its Restricted Subsidiaries or any of their respective properties or assets for any obligations of such Unrestricted Subsidiary, and (viii) the Lead Borrower shall constitute an Investment have delivered to the Administrative Agent and each Lender a certificate executed by its chief financial officer or treasurer, certifying to the best of such officer’s knowledge, compliance with the requirements of the preceding clauses (i) through (vii), inclusive, and containing the calculations (in reasonable detail) required by the Covenant Parties therein at the date of designation in an amount equal to the net book value of the Covenant Parties’ preceding clause (as applicable) investment thereinii). 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 Covenant Parties Lead Borrower in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value at the date of such designation of the Covenant Parties’ (as applicable) Lead Borrower’s Investment in such Subsidiary.

Designation of Subsidiaries. Xxxxxxx (with the consent of the Company) The Borrower may at any time after the Pushdown Closing Date designate any Restricted Subsidiary of any Covenant Party (other than a Borrower) the Borrower as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation, no Default shall have occurred and be continuing, (ii) immediately after giving effect to such designation, the Covenant Parties Borrower shall be in compliance, on a Pro Forma Basis, with the covenants set forth in Section 7.11 Financial Performance Covenant (it being understood that if no Test Period cited in Section 7.11 has passed, the covenants in Section 7.11 for the first Test Period cited in such Section shall be satisfied as of the last four quarters ended andthat, as a condition precedent to the effectiveness of any such designation, Xxxxxxx the Borrower shall deliver to the Administrative Agent a certificate of a Responsible Officer setting forth in reasonable detail the calculations demonstrating such compliance), (iii) none of the Covenant Parties no Subsidiary may be designated as an Unrestricted Subsidiary, (iv) no Subsidiary may be designated or continue as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of any of the Senior Subordinated DebtNotes, the Revolving Credit Agreement, any Additional Senior Unsecured Debt Secured Indebtedness, any Junior Secured Indebtedness or any Junior Financingother Indebtedness, as applicable, constituting Material Indebtedness, (viv) no Restricted Subsidiary may be designated an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary and Subsidiary, (viv) if a Restricted Subsidiary is being designated as an Unrestricted Subsidiary hereunder, the sum of (A) the fair market value of assets of such Subsidiary as of such date of designation (the “Designation Date”), as set forth on such Subsidiary’s most recent balance sheet, plus (B) the aggregate amount fair market value of assets of all Unrestricted Subsidiaries designated as Unrestricted Subsidiaries pursuant to this Section 6.14 5.16 prior to the Designation Date (in each case measured as of the date of each such Unrestricted Subsidiary’s designation as an Unrestricted Subsidiary) shall not exceed 5% of $500,000,000 in the Total Assets aggregate as of such Designation Date pro forma for such designation, and (vi) no Restricted Subsidiary shall be a Subsidiary of an Unrestricted Subsidiary. The designation of any Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the Covenant Parties Borrower or its applicable Restricted Subsidiary therein at the date of designation in an amount equal to the net book fair market value of the Covenant Parties’ Borrower’s or such Restricted 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 Covenant Parties Borrower or any of its Restricted Subsidiaries in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the lesser of (x) the fair market value at the date of such designation of the Covenant Parties’ Borrower’s or its Restricted Subsidiary’s (as applicable) Investment in such Subsidiary and (y) the amount of Investments made by the Borrower or its Restricted Subsidiaries in such Unrestricted Subsidiary from and after the date of such Subsidiary was designated as an Unrestricted Subsidiary.

Designation of Subsidiaries. Xxxxxxx (with the consent of the Company) may at At any time after the Pushdown Date Effective Date, the Borrower Representative may, in addition to the Unrestricted Subsidiaries listed on Schedule 1.01(c) on the Effective Date, designate any Restricted Subsidiary of any Covenant Party (other than a Borroweran Interim Holdco) as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted SubsidiarySubsidiary upon prior written notice to the Administrative Agent; provided that (i) Northeast Retailer Group, each Subsidiary of the Company organized under the laws of a jurisdiction other than the United States (or any State thereof), the District of Columbia, Canada (or any Province thereof) or England and Subsidiaries organized under the laws of the United States (or any state thereof), the District of Columbia, Canada (or any Province thereof) or England that are immaterial to the business of the Loan Parties taken as a whole shall be the only Subsidiaries eligible to be designated as Unrestricted Subsidiaries on Schedule 1.01(c) or pursuant to this Section 5.14, (ii) in the case of designation of any Restricted Subsidiary as an Unrestricted Subsidiary, immediately before and after such designation, no Specified Default shall have occurred and be continuing, (iiiii) in the case of designation of any Restricted Subsidiary as an Unrestricted Subsidiary, immediately after giving effect to such designation, the Covenant Parties Borrowers shall be in compliance, on a Pro Forma Basispro forma basis, with the covenants set forth in Section 7.11 6.13 (it being understood that if no Test Period cited in Section 7.11 has passed, the covenants in Section 7.11 for the first Test Period cited in such Section shall be satisfied as of the last four quarters ended and, as a condition precedent to the effectiveness of any such designation, Xxxxxxx the Borrower Representative shall deliver to the Administrative Agent a certificate of a Financial Officer setting forth in reasonable detail the calculations demonstrating such compliance), (iii) none of the Covenant Parties may be designated as an Unrestricted Subsidiary, (iv) no Subsidiary may be designated as an Unrestricted Subsidiary on Schedule 1.01(c) or pursuant to this Section 5.14 if it is a “Restricted Subsidiary” (or any other defined term having a similar purpose) for the purpose of the Senior Subordinated Debt, 2009 Note Documents or the Senior Unsecured Debt or any Junior Financing, 2010 Note Documents (unless concurrently designated as applicablean Unrestricted Subsidiary under such documents as well), (v) no Restricted Subsidiary may be designated an Unrestricted Subsidiary on Schedule 1.01(c) or pursuant to this Section 5.14 if it was previously designated an Unrestricted Subsidiary and Subsidiary, (vi) no Restricted Subsidiary may be designated an Unrestricted Subsidiary if it owns any Equity Interests of, or holds any Indebtedness of, any other Restricted Subsidiary, (vii) if a Restricted Subsidiary is being designated as an Unrestricted Subsidiary hereunder, (A) the sum of (Ai) the net tangible assets of such Subsidiary as of such date of designation (the “Designation Date”), as set forth on such Subsidiary’s most recent balance sheet, plus (Bii) the aggregate amount of total assets of all Unrestricted Subsidiaries listed on Schedule 1.01(c) on the Effective Date (other than the Northeast Retailer Group) plus the aggregate amount of total assets of all Unrestricted Subsidiaries designated as Unrestricted Subsidiaries pursuant to this Section 6.14 5.14 prior to the Designation Date (in each case measured as of such date) shall not exceed 5.0% of the consolidated total assets of the Company and its Subsidiaries (other than the Northeast Retailer Group) at such date, pro forma for such designation and (B) the sum of (i) the EBITDA contributed by such Subsidiary as of the Designation Date, plus (ii) the aggregate amount of EBITDA contributed by all Unrestricted Subsidiaries listed on Schedule 1.01(c) on the Effective Date (other than the Northeast Retailer Group) plus the aggregate amount of total EBITDA of all Unrestricted Subsidiaries designated as Unrestricted Subsidiaries pursuant to this Section 5.14 prior to the Designation Date (in each case measured as of the date of each such Unrestricted Subsidiary’s designation as an Unrestricted SubsidiaryDesignation Date) shall not exceed 55.0% of EBITDA for the Total Assets period of four fiscal quarters of the Company and its Subsidiaries (other than Northeast Retailer Group) most recently ended for which financial statements have been or are required to have been delivered pursuant to Sections 4.01(b), 5.01(a) or 5.01(b), as applicable, as of such Designation Date Date, pro forma for such designation, and (viii) the Borrower Representative shall have delivered to the Administrative Agent a certificate of a Financial Officer certifying compliance with the provisions of this Section 5.14 setting forth in reasonable detail the computations necessary to determine such compliance. The Notwithstanding the foregoing, the designation of any Subsidiary as an Unrestricted Subsidiary after the Closing Effective Date shall constitute an Investment investment by the Covenant Parties Company and its Restricted Subsidiaries, as applicable, therein at the date of designation Designation Date in an amount equal to the net book value of the Covenant Partiesapplicable parties’ (as applicable) investment therein. Subject to Section 5.13(a), any Subsidiary of an Unrestricted Subsidiary shall automatically be deemed to be 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 Investmentall investments, Indebtedness or and Liens of such Subsidiary existing at such time and (ii) a return on any Investment investment by the Covenant Parties Company or any Restricted Subsidiary in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value at the date of such designation of the Covenant PartiesCompany’s and its Restricted Subsidiaries’ (as applicable) Investment investment in such Subsidiary.

Designation of Subsidiaries. Xxxxxxx (with the consent of the Company) The Borrower may at any time after the Pushdown Closing Date designate any Restricted Subsidiary of any Covenant Party (other than a Borrower) as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation, no Default shall have occurred and be continuing, (ii) immediately after giving effect to such designation, the Covenant Parties Borrower shall be in compliance, on a Pro Forma Basis, compliance with the covenants set forth in Section 7.11 7.10(a) and (it being understood that b), determined on a Pro Forma Basis as of the last day of the most recently ended Test Period (or, if no Test Period cited in Section 7.11 7.10(a) or (b), as applicable, has passed, the covenants in Section 7.11 7.10(a) and (b) for the first Test Period cited in such Section shall be satisfied as of the last four quarters ended ended), in each case, as if such designation had occurred on the last day of such fiscal quarter of the Borrower and, as a condition precedent to the effectiveness of any such designation, Xxxxxxx the Borrower shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance), (iii) none of the Covenant Parties may be designated as an Unrestricted Subsidiary, (iv) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of the Senior Subordinated DebtNotes, the Senior Unsecured Debt or any Junior Financing, as applicable, (v) no Restricted Subsidiary may be designated an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary and (viiv) if a Restricted Subsidiary is being designated as an Unrestricted Subsidiary hereunder, the sum of (A) the fair market value of assets of such Restricted Subsidiary as of such date of designation (the “Designation Date”), as set forth on such Subsidiary’s most recent balance sheet, plus (B) the aggregate amount fair market value of assets of all Unrestricted Subsidiaries designated as Unrestricted Subsidiaries pursuant to this Section 6.14 prior to the Designation Date (in each case measured as of the date of each such Unrestricted Subsidiary’s designation as an Unrestricted Subsidiary) shall not exceed 5% of the Total Assets $250,000,000 as of such Designation Date pro forma for such designation. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the Covenant Parties applicable Loan Party therein at the date of designation in an amount equal to the net book fair market value of the Covenant Parties’ (as applicable) applicable Loan Party’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 Covenant Parties 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 Covenant Parties’ (as applicable) 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. Xxxxxxx (with the consent The board of directors of the Company) Lead Borrower may at any time after the Pushdown Date designate any Restricted Subsidiary of any Covenant Party (other than a Borrower) as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation, no Default shall have occurred and be continuing, (ii) immediately after giving effect to such designation, the Covenant Parties Payment Conditions shall be in compliance, on a Pro Forma Basis, with the covenants set forth in Section 7.11 have been satisfied (it being understood that if no Test Period cited in Section 7.11 has passed, the covenants in Section 7.11 for the first Test Period cited in such Section shall be satisfied as of the last four quarters ended and, as a condition precedent to the effectiveness of any such designation, Xxxxxxx the Lead Borrower shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliancesatisfaction thereof), (iii) none of the Covenant Parties no Borrower may be designated as an Unrestricted Subsidiary, (iv) no Subsidiary may be designated as an Unrestricted Subsidiary if if, after such designation, it is would be a “Restricted Subsidiary” for the purpose of the Senior Subordinated Debt, the Senior Unsecured Debt Term Facility or any Junior Financing, as applicableother Indebtedness of any Loan Party that contemplates “unrestricted” subsidiaries, (v) no Restricted Subsidiary may be designated an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary and shall own any Equity Interests in the Loan Parties or their Restricted Subsidiaries, (vi) if a Restricted Subsidiary is being designated as an no Unrestricted Subsidiary hereundershall hold any Indebtedness of, or any Lien on any property of, the sum of Loan Parties and their Restricted Subsidiaries, (Avii) the assets holder of such any Indebtedness of any Unrestricted Subsidiary as of such date of designation (the “Designation Date”), as set forth on such Subsidiary’s most recent balance sheet, plus (B) the aggregate amount of assets of all Unrestricted Subsidiaries designated as Unrestricted Subsidiaries pursuant to this Section 6.14 prior shall not have any recourse to the Designation Date Loan Parties and their Restricted Subsidiaries with respect to such Indebtedness, and (in each case measured as of vii) no Unrestricted Subsidiary shall be a party to any transaction or arrangement with the date of each such Unrestricted Subsidiary’s designation as an Unrestricted Subsidiary) shall Loan Parties and their Restricted Subsidiaries that would not exceed 5% of the Total Assets as of such Designation Date pro forma for such designationbe permitted by Section 7.09. The designation of any Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the Covenant Parties Lead Borrower and its Restricted Subsidiaries therein at the date of designation in an amount equal to the net book fair market value as determined by the Lead Borrower in good faith of the Covenant Parties’ Lead Borrower’s or Restricted Subsidiary’s (as applicable) investment Investment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time and (ii) a return on any Investment by the Covenant Parties Lead Borrower and its Restricted Subsidiaries in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value as determined by the Lead Borrower in good faith at the date of such designation of the Covenant Parties’ Lead Borrower’s or its Restricted Subsidiary’s (as applicable) Investment in such Subsidiary.

Designation of Subsidiaries. Xxxxxxx (with the consent of the Company) may Parent may, at any time from and after the Pushdown Date Closing Date, designate any Restricted Subsidiary of any Covenant Party (other than a 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, (ii) immediately after giving effect to such designation, the Covenant Parties Parent shall be in compliance, on a Pro Forma Basis, compliance with the covenants covenant set forth in Section 7.11 7.10 on a pro forma basis in accordance with Section 1.03(c) (it being understood that if no Test Period cited in Section 7.11 has passed, the covenants in Section 7.11 for the first Test Period cited in such Section shall be satisfied as of the last four quarters ended and, and as a condition precedent to the effectiveness of any such designation, Xxxxxxx Parent shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance), ) and (iii) none of the Covenant Parties may be designated as an Unrestricted Subsidiary, (iv) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of the Senior Subordinated Debt, the Senior Unsecured Debt or any Junior Financing, as applicable, (v) no Restricted Subsidiary may be designated an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary and (vi) if a Restricted Subsidiary is being designated as an Unrestricted Subsidiary hereunder, the sum of (A) the assets of such Subsidiary Restricted Subsidiary, together with all other Unrestricted Subsidiaries as of such date of designation (the “Designation Date”), as set forth on such Subsidiarymust not have contributed greater than 10% of Parent’s most recent balance sheet, plus Consolidated EBITDA (B) the aggregate amount of assets calculated inclusive of all Unrestricted Subsidiaries designated as Unrestricted Subsidiaries pursuant to this Section 6.14 prior to the Designation Date (in each case measured Subsidiaries), as of the date most recently ended fiscal quarter of each such Unrestricted Subsidiary’s designation as an Unrestricted Subsidiary) shall not exceed 5% Parent, for the period of the Total Assets as of such Designation Date pro forma four consecutive fiscal quarters then ended, for such designationwhich financial statements have been delivered pursuant to Section 6.01. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the Covenant Parties applicable Loan Party therein at the date of designation in an amount equal to the net book fair market value of the Covenant Parties’ applicable Loan Party’s investment therein (as applicable) investment thereindetermined in good faith by Parent). The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time and (ii) a return on any Investment by the Covenant Parties applicable Loan Party in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value at the date of such designation of the Covenant Parties’ (as applicable) such Loan Party’s Investment in such Subsidiary. Notwithstanding the foregoing, no Borrower nor any direct or indirect parent company of any Borrower shall be permitted to be an Unrestricted Subsidiary.

Designation of Subsidiaries. Xxxxxxx The board of directors (with the consent or similar governing body) of the Company) Borrower may at any time after the Pushdown Date designate any Restricted Subsidiary of any Covenant Party (other than a 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, (ii) immediately after giving effect to such designation, the Covenant Parties Borrower and its Subsidiaries shall be in compliance, on a Pro Forma Basis, pro forma compliance with each of the covenants set forth in Section 7.11 (it being understood that if no Test Period cited in Section 7.11 has passed, the covenants in Section 7.11 for the first Test Period cited in such Section shall be satisfied as of the last four quarters ended and, as a condition precedent to the effectiveness of any such designation, Xxxxxxx shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance)6.7, (iii) none of the Covenant Parties may be designated as an Unrestricted Subsidiary, (iv) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of the Senior any Subordinated Debt, the Senior Unsecured Debt or any Junior Financing, as applicableIndebtedness, (viv) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary and Subsidiary, (v) Borrower shall deliver to Administrative Agent at least five (5) Business Days prior to such designation a certificate of an Authorized Officer of Borrower, together with all relevant financial information reasonably requested by Administrative Agent, demonstrating compliance with the foregoing clauses (i) through (v) of this Section 5.16 and, if applicable, certifying that such subsidiary meets the requirements of an “Unrestricted Subsidiary”, (vi) if at least ten (10) days prior to the designation of any Unrestricted Subsidiary as a Restricted Subsidiary, to the extent requested at least ten (10) days in advance, the Lenders shall have received all documentation and other information required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the PATRIOT Act, with respect to such subsidiary, and (vii) no Subsidiary is being may be designated as an Unrestricted Subsidiary, and no Unrestricted Subsidiary hereunder, the sum of (A) the assets of such Subsidiary as of such date of designation (the “Designation Date”), as set forth on such Subsidiary’s most recent balance sheet, plus (B) the aggregate amount of assets of all Unrestricted Subsidiaries may be designated as Unrestricted Subsidiaries pursuant to this Section 6.14 prior to the Designation Date (in each case measured as of the date of each such Unrestricted a Restricted Subsidiary’s designation as an Unrestricted Subsidiary) shall not exceed 5% of the Total Assets as of such Designation Date pro forma for such designation, more than once. The designation of any Subsidiary subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the Covenant Parties Borrower therein at the date of designation in an amount equal to the net book fair market value of Borrower’s Investment therein; provided that upon a redesignation of such subsidiary as a Restricted Subsidiary, Borrower shall be deemed to continue to have a permanent Investment in an Unrestricted Subsidiary in an amount (if positive) equal to (i) the lesser of (A) the fair market value of Investments of Borrower and its Subsidiaries in such Unrestricted Subsidiary at the time of such redesignation, combination or transfer (or of the assets transferred or conveyed, as applicable) and (B) the fair market value of Investments of Borrower and its Subsidiaries made in connection with the designation of such Subsidiary as an Unrestricted Subsidiary minus (ii) the portion (proportionate to Borrower’s and its Subsidiaries’ Equity Interest in such Subsidiary) of the fair market value of the Covenant Parties’ (as applicable) investment thereinnet assets of such Subsidiary at the time of such redesignation. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time and (ii) a return on any Investment by the Covenant Parties in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value at the date of such designation of the Covenant Parties’ (as applicable) Investment in such Subsidiarytime.

Designation of Subsidiaries. Xxxxxxx (with the consent of the Company) The Company may at any time after the Pushdown Date designate any Restricted Subsidiary of any Covenant Party (other than a Borrower) as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation, no Default shall have occurred and be continuing, (ii) immediately after giving effect to such designation, the Covenant Parties shall be in compliance, on a Pro Forma Basis, with the covenants set forth in Section 7.11 (it being understood that if no Test Period cited in Section 7.11 has passed, the covenants in Section 7.11 for the first Test Period cited in such Section shall be satisfied as of the last four quarters ended and, as a condition precedent to the effectiveness of any such designation, Xxxxxxx shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance), (iii) none of the Covenant Parties may be designated as an Unrestricted Subsidiary, (iv) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of the Senior Subordinated Debt, the Senior Unsecured Debt or any Junior Financing, as applicable, (v) no Restricted Subsidiary may be designated an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary and (vi) if a Restricted Subsidiary is being designated as an Unrestricted Subsidiary hereunder, the sum of (A) the assets of such Subsidiary as of such date of designation (the “Designation Date”), as set forth on such Subsidiary’s most recent balance sheet, plus (B) the aggregate amount of assets of all Unrestricted Subsidiaries designated as Unrestricted Subsidiaries pursuant to this Section 6.14 prior to the Designation Date (in each case measured as of the date of each such Unrestricted Subsidiary’s designation as an Unrestricted Subsidiary) shall not exceed 5% of the Total Assets as of such Designation Date pro forma for such designation. The designation of any Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the Covenant Parties therein at the date of designation in an amount equal to the net book value of the Covenant Parties’ (as applicable) investment therein. The designation of redesignate any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute and may designate or redesignate any Restricted Subsidiary as an Unrestricted Subsidiary; provided that: (ia) the incurrence Company shall have given not less than 10 days' prior written notice to the holders of the Notes that the Board of Directors of the Company 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) such Unrestricted Subsidiary so designated shall not, directly or indirectly, own any InvestmentDebt or capital stock or similar equity interests of the Company or any Restricted Subsidiary, Indebtedness or (ii) such designation shall be deemed a Disposition under, and shall be permitted by the provisions of, Section 5(d) and (iii) 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 (d) in the case of the designation of an Unrestricted Subsidiary as a Restricted Subsidiary and after giving effect thereto, (i) all outstanding Debt of such Restricted Subsidiary so designated shall be permitted within the applicable limitations of Sections 5(a) and 5(b), (ii) all existing Liens of such Restricted Subsidiary existing at so designated shall be permitted within the applicable limitations of Section 5(h) (other than Section 5(h)(v), notwithstanding that any such time Lien existed as of the Closing Date), and (iiiii) a return on such Unrestricted Subsidiary shall not at any Investment by the Covenant Parties in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value at time after the date of such designation of the Covenant Parties’ (this Agreement have previously been designated as applicable) Investment in such Subsidiarya Restricted Subsidiary more than once.

Designation of Subsidiaries. Xxxxxxx (with the consent of the Company) The Borrower may at any time after the Pushdown Closing Date designate any Restricted Subsidiary of any Covenant Party (other than a Borrower) as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation, no Default shall have occurred and be continuing, (ii) immediately after giving effect to such designation, the Covenant Parties Borrower shall be in compliance, on a Pro Forma Basis, compliance with the covenants set forth in Section 7.11 7.10(a) and (it being understood that b), determined on a Pro Forma Basis as of the last day of the most recently ended Test Period (or, if no Test Period cited in Section 7.11 7.10(a) or (b), as applicable, has passed, the covenants in Section 7.11 7.10(a) and (b) for the first Test Period cited in such Section shall be satisfied as of the last four quarters ended ended), in each case, as if such designation had occurred on the last day of such fiscal quarter of the Borrower and, as a condition precedent to the effectiveness of any such designation, Xxxxxxx the Borrower shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance), (iii) none of the Covenant Parties may be designated as an Unrestricted Subsidiary, (iv) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of the Senior Subordinated DebtNotes, the Senior Unsecured Debt or any Junior Financing, as applicable, (v) no Restricted Subsidiary may be designated an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary applicable and (viiv) if a Restricted Subsidiary is being designated as an Unrestricted Subsidiary hereunder, the sum of (A) the fair market value of assets of such Restricted Subsidiary as of such date of designation (the “Designation Date”), as set forth on such Subsidiary’s most recent balance sheet, plus (B) the aggregate amount fair market value of assets of all Unrestricted Subsidiaries designated as Unrestricted Subsidiaries pursuant to this Section 6.14 prior to the Designation Date (in each case measured as of the date of each such Unrestricted Subsidiary’s designation as an Unrestricted Subsidiary) shall not exceed 5% of the Total Assets $250,000,000 as of such Designation Date pro forma for such designation. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the Covenant Parties applicable Loan Party therein at the date of designation in an amount equal to the net book fair market value of the Covenant Parties’ (as applicable) applicable Loan Party’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 Covenant Parties 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 Covenant Parties’ (as applicable) 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. Xxxxxxx (with the consent of the Company) may at any time after the Pushdown Date The Borrower shall be permitted to designate any Restricted an existing or subsequently acquired or organized Subsidiary of any Covenant Party (other than a Borrower) as an Unrestricted Subsidiary after the Closing Date, by written notice to the Administrative Agent, so long as (a) no Default has occurred and is continuing or would result therefrom, (b) immediately after giving effect to such designation, the Borrower shall be in compliance on a pro forma basis with Section 8.1,8.1 (whether or not currently in effect), such compliance to be determined on the basis of the financial information most recently delivered to Administrative Agent by the Borrower pursuant to Section 7.1, (c) such Unrestricted Subsidiary shall be capitalized (to the extent capitalized by the Borrower or any of its Subsidiaries) through Investments as permitted by, and in compliance with, Section 8.7, (d) without duplication of clause (c), any assets owned by such Unrestricted Subsidiary at the time of the initial designation thereof shall be treated as Investments pursuant to Section 8.7, and (e) the Borrower shall have delivered to the Administrative Agent an officer’s certificate executed by a Responsible Officer of the Borrower, certifying compliance with the requirements of preceding clauses (a) through (d), and containing the calculations and information required by the preceding clause (b). The Borrower may designate any Unrestricted Subsidiary as to be a Restricted SubsidiarySubsidiary for purposes of this Agreement (each, a “Subsidiary Redesignation”); provided that (i) immediately before and after such designation, no Default shall have has occurred and be continuingis continuing or would result therefrom, (ii) immediately after giving effect to such designationSubsidiary Redesignation, the Covenant Parties Borrower shall be in compliance, compliance on a Pro Forma Basispro forma basis with Section 8.1,8.1 (whether or not currently in effect), with such compliance to be determined on the covenants basis of the financial information most recently delivered to Administrative Agent by the Borrower pursuant to Section 7.1, (iii) the representations and warranties set forth in Section 7.11 (it being understood that if no Test Period cited Article 5 and in Section 7.11 has passed, the covenants in Section 7.11 for the first Test Period cited in such Section other Loan Documents shall be satisfied true and correct in all material respects immediately after giving effect to such Subsidiary Redesignation, except to the extent such representations and warranties expressly relate to an earlier date, in which case such representation and warranties shall have been true and correct in all material respects as of such earlier date, and (iv) the last four quarters ended and, as a condition precedent to the effectiveness of any such designation, Xxxxxxx Borrower shall deliver have delivered to the Administrative Agent an officer’s certificate executed by a certificate setting forth in reasonable detail Responsible Officer of the Borrower, certifying compliance with the requirements of preceding clauses (i) through (iii), and containing the calculations demonstrating such complianceand information required by the preceding clause (ii); provided, (iii) none of the Covenant Parties further, that no Unrestricted Subsidiary that has been designated as a Subsidiary pursuant to a Subsidiary Redesignation may again be designated as an Unrestricted Subsidiary, (iv) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of the Senior Subordinated Debt, the Senior Unsecured Debt or any Junior Financing, as applicable, (v) no Restricted Subsidiary may be designated an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary and (vi) if a Restricted Subsidiary is being designated as an Unrestricted Subsidiary hereunder, the sum of (A) the assets of such Subsidiary as of such date of designation (the “Designation Date”), as set forth on such Subsidiary’s most recent balance sheet, plus (B) the aggregate amount of assets of all Unrestricted Subsidiaries designated as Unrestricted Subsidiaries pursuant to this Section 6.14 prior to the Designation Date (in each case measured as of the date of each such Unrestricted Subsidiary’s designation as an Unrestricted Subsidiary) shall not exceed 5% of the Total Assets as of such Designation Date pro forma for such designation. The designation of any Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the Covenant Parties therein at the date of designation in an amount equal to the net book value of the Covenant Parties’ (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 Covenant Parties in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value at the date of such designation of the Covenant Parties’ (as applicable) Investment in such Subsidiary.

Designation of Subsidiaries. Xxxxxxx (with Holdings or the consent of the Company) may Borrower may, at any time after the Pushdown Date Closing Date, designate any Restricted Subsidiary of any Covenant Party (other than a Borrower) as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted SubsidiarySubsidiary (the date of any such designation, the “Designation Date”); provided that (i) immediately before and after such designation, no Default shall have occurred and be continuing, (ii) immediately after giving effect to such designation, the Covenant Parties Borrower shall be in compliance, on a Pro Forma Basis, compliance with the covenants set forth in Section 7.11 7.10(a) and (it being understood that b), determined on a Pro Forma Basis as of the last day of the most recently ended Test Period (or, if no Test Period cited in Section 7.11 7.10(a) or (b), as applicable, has passed, the covenants in Section 7.11 7.10(a) and (b) for the first Test Period cited in such Section shall be satisfied as of the last four quarters ended ended), in each case, as if such designation had occurred on the last day of such four fiscal quarters of the Borrower and, as a condition precedent to the effectiveness of any such designation, Xxxxxxx the Borrower shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance), (iii) none of the Covenant Parties may be designated as an Unrestricted Subsidiary, (iv) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of the Senior Subordinated Debt, the Senior Unsecured Debt or any Junior Financing, as applicableNotes, (viv) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it was previously designated as an Unrestricted Subsidiary pursuant to this Section 6.14 more than one time prior to such Designation Date and (viv) if a Restricted Subsidiary is being designated as an Unrestricted Subsidiary hereunder, the sum of (A) the fair market value of assets of such Restricted Subsidiary as of such date of designation (the “Designation Date”), as set forth on such Subsidiary’s most recent balance sheet, plus (B) the aggregate amount fair market value of assets of all Unrestricted Subsidiaries designated as Unrestricted Subsidiaries pursuant to this Section 6.14 prior to the Designation Date (in each case measured as of the date of each such Unrestricted Subsidiary’s designation as an Unrestricted Subsidiary) shall not exceed 5% of the Total Assets $37,500,000 as of such Designation Date pro forma for such designation. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the Covenant Parties applicable Loan Party therein at the date of designation in an amount equal to the net book fair market value of the Covenant Parties’ (as applicable) applicable Loan Party’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 Covenant Parties applicable Loan Party in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value at the date original Designation Date of such designation of the Covenant Parties’ (as applicable) Loan Party’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. Xxxxxxx (with In the consent case of the Company) may Borrower, at any time after the Pushdown Date and from time to time in its sole discretion, designate any Restricted Subsidiary of any Covenant Party (other than a Borrower) as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (ia) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing, (iib) immediately after giving effect to such designation, the Covenant Parties Borrower shall be in compliance, on a Pro Forma Basispro forma basis, with the covenants set forth in Section 7.11 Sections 6.11 and 6.12 (it being understood that if no Test Period cited in Section 7.11 has passed, the covenants in Section 7.11 for the first Test Period cited in such Section shall be satisfied as of the last four quarters ended and, as a condition precedent to the effectiveness of any such designation, Xxxxxxx the Borrower shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance), (iiic) none no Subsidiary that owns any Equity Interests of the Covenant Parties may any Restricted Subsidiary, shall be designated as an Unrestricted Subsidiary, (ivd) (i) the designation of any Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Borrower or the applicable Restricted Subsidiary therein at the date of designation in an amount equal to the net book value (or, in the case of any guarantee or similar Investment, the fair market value thereof) of such Investments of the Borrower or such Restricted Subsidiary and (ii) no such designation shall be effective if, immediately after such designation, the sum of (x) the amount of all such Investments and (y) the amount of all Investments in majority-owned joint ventures, in each case net of cash returned to the Borrower or a Restricted Subsidiary in respect of such Investments, exceeds $150,000,000 in the aggregate, (e) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of the Senior Subordinated DebtNotes, the any other Permitted Senior Unsecured Debt Indebtedness or any Junior Financing, as applicable, Permitted Subordinated Indebtedness (v) no Restricted Subsidiary may be designated an Unrestricted Subsidiary if unless it was previously designated an Unrestricted Subsidiary and (vi) if a Restricted Subsidiary is being concurrently designated as an Unrestricted Subsidiary hereunder, for the sum of (A) the assets purpose of such other Indebtedness) and (f) there shall be no Unrestricted Subsidiary as of such (other than Titan II and Ascension) on the Effective Date or the Funding Date. If any Person becomes a Restricted Subsidiary on any date of designation (after the “Designation Date”), as set forth on such Subsidiary’s most recent balance sheet, plus (B) the aggregate amount of assets of all Unrestricted Subsidiaries designated as Unrestricted Subsidiaries pursuant to this Section 6.14 prior to the Designation Funding Date (in each case measured as including by redesignation of the date of each such Unrestricted Subsidiary’s designation as an Unrestricted Subsidiary) shall not exceed 5% of the Total Assets as of such Designation Date pro forma for such designation. The designation of any Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the Covenant Parties therein at the date of designation in an amount equal to the net book value of the Covenant Parties’ (as applicable) investment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) Subsidiary), the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Person outstanding on such date will be deemed to have been incurred by such Person on such date for purposes of Section 6.01, but will not be considered the sale or issuance of Equity Interests for purposes of Section 6.05. Titan II and Ascension will be deemed designated an Unrestricted Subsidiary existing immediately upon its becoming a Subsidiary of the Borrower, provided that the conditions in clauses (a) through (e) above are satisfied at such time and (ii) a return on any Investment by the Covenant Parties in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value at the date of such designation of the Covenant Parties’ (as applicable) Investment in such Subsidiarytime.

Designation of Subsidiaries. Xxxxxxx (with the consent of the Company) may CPG may, at any time from and after the Pushdown Date Closing Date, designate any Restricted Subsidiary of any Covenant Credit Party (other than a BorrowerLoan Party) as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing, (ii) immediately after giving effect to such designation, the Covenant Loan Parties shall be in compliance, compliance with the covenants set forth in Article VII on a Pro Forma Basis, with the covenants set forth in Section 7.11 (it being understood that if no Test Period cited in Section 7.11 has passed, the covenants in Section 7.11 for the first Test Period cited in such Section shall be satisfied as of the last four quarters ended and, as a condition precedent to the effectiveness of any such designation, Xxxxxxx shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance), (iii) none of the Covenant Parties may be designated as an Unrestricted Subsidiary, (iv) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of the Senior Subordinated Debt, the Senior Unsecured Debt or any Junior Financing, as applicable, (v) no Restricted Subsidiary may be designated an Unrestricted Subsidiary if it was previously designated as an Unrestricted Subsidiary and (viiv) if a Restricted Subsidiary is being designated as an Unrestricted Subsidiary hereunder, the sum of hereunder (A) in the assets case of the Borrower and its Restricted Subsidiaries (exclusive of OpCo and its Restricted Subsidiaries), such Subsidiary Restricted Subsidiary, together with all other Unrestricted Subsidiaries of the Borrower as of such date of designation (designation, must not have contributed greater than 15% of the “Designation Date”), as set forth on such Subsidiary’s most recent balance sheet, plus CPPL MLP OpCo Percentage of the Consolidated Net Tangible Assets or (B) in the aggregate amount case of assets the Credit Parties (including the Borrower and its Restricted Subsidiaries) in the aggregate, such Restricted Subsidiary, together with all other Unrestricted Subsidiaries of the Credit Parties as of such date of designation, must not have contributed greater than (x) prior to the Investment Grade Date, $300,000,000 plus any returns received in cash by any Credit Party and (y) from and after the Investment Grade Date, 20% of the Consolidated Net Tangible Assets (but, notwithstanding the definition of Consolidated Net Tangible Assets, calculated inclusive of all Unrestricted Subsidiaries designated Subsidiaries) plus any returns received in cash by any Credit Party on Investments previously made in Unrestricted Subsidiaries, as Unrestricted Subsidiaries of the most recently ended fiscal quarter for which financial statements have been delivered pursuant to this Section 6.14 5.01(h) (or, if prior to the Designation Date (in each case measured as date of the date of each such Unrestricted Subsidiary’s designation as an Unrestricted Subsidiary) shall not exceed 5% delivery of the Total Assets as of such Designation Date pro forma for such designationfirst financial statements to be delivered pursuant to Section 5.01(h), the most recent financial statements referred to in Section 3.04(a)(ii)). The designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment investment by the Covenant Parties therein a Credit Party at the date of designation in an amount equal to the net book fair market value of the Covenant Parties’ (as applicable) such Credit Party’s investment therein. None of the Credit Parties shall at any time be directly or indirectly liable for any Indebtedness that provides the holder thereof may (with the passage of time or notice or both) declare a default thereon or cause the payment thereof to be accelerated upon the occurrence of a default with respect to any Indebtedness, Lien or other obligation of an Unrestricted Subsidiary (including any right to take enforcement action against such Unrestricted Subsidiary). The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Investmentinvestment, Indebtedness or Liens of such Subsidiary existing at such time and (ii) a return on any Investment investment by the Covenant Parties any Credit Party in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value at the date of such designation of the Covenant Parties’ (as applicable) Investment such Credit Party’s investment in such Subsidiary.

Designation of Subsidiaries. Xxxxxxx (with the consent a) The Board of the Company) Directors of Mid-Holdings may at any time after the Pushdown Date designate any Restricted Subsidiary of any Covenant Party (other than a the Borrower) as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted SubsidiarySubsidiary by written notice to the Administrative Agent; provided provided, that (i) immediately before and after such designation, no Event of Default shall have occurred and be continuing, (ii) immediately after giving effect to such designation, the Covenant Parties shall be in compliance, on a Pro Forma Basis, with the covenants set forth in Section 7.11 (it being understood that if no Test Period cited in Section 7.11 has passed, the covenants in Section 7.11 for the first Test Period cited in such Section shall be satisfied as of the last four quarters ended and, as a condition precedent to the effectiveness of any such designation, Xxxxxxx shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance), (iii) none of the Covenant Parties Restricted Subsidiary may be designated as an Unrestricted Subsidiary, Subsidiary if after such designation it would be a “restricted subsidiary” for the purpose of any other Material Debt and (iviii) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of the Senior Subordinated Debt, the Senior Unsecured Debt or any Junior Financing, as applicable, (v) no Restricted Subsidiary may be designated an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary and (vi) if a Restricted Subsidiary is being designated as an Unrestricted Subsidiary hereunder, the sum of and then redesignated as a Restricted Subsidiary. (Ab) the assets of such Subsidiary as of such date of designation (the “Designation Date”), as set forth on such Subsidiary’s most recent balance sheet, plus (B) the aggregate amount of assets of all Unrestricted Subsidiaries designated as Unrestricted Subsidiaries pursuant to this Section 6.14 prior to the Designation Date (in each case measured as of the date of each such Unrestricted Subsidiary’s designation as an Unrestricted Subsidiary) shall not exceed 5% of the Total Assets as of such Designation Date pro forma for such designation. The designation of any Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the Covenant Parties Mid-Holdings therein at the date of designation in an amount equal to the net book fair market value of Mid-Holdings’ Investment therein as determined in good faith by Mid-Holdings and the Covenant Parties’ Investment resulting from such designation must otherwise be in compliance with Section 6.7 (as applicable) investment thereindetermined 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 or Liens of such Subsidiary existing at such time and (ii) a return on any Investment by Mid-Holdings in such Unrestricted Subsidiary; provided, that (i) solely for the Covenant Parties purpose of calculating the outstanding amounts of Investments under Section 6.7 made in respect of any Unrestricted Subsidiaries pursuant Subsidiary being redesignated as a Restricted Subsidiary, upon such redesignation Mid-Holdings shall be deemed to the preceding sentence continue to have an outstanding Investment in such Subsidiary in an amount (if positive) equal to (a) Mid-Holdings’ Investment in such Subsidiary at the time of such redesignation less (b) the fair market value of the net assets of such Subsidiary at the time of such redesignation attributable to Mid-Holdings’ ownership of such Subsidiary and (ii) solely for purposes of Section 5.9(c) and the Security Documents, any Unrestricted Subsidiary designated as a Restricted Subsidiary shall be deemed to have been acquired on the date of such designation. Any property transferred to or from an Unrestricted Subsidiary shall be valued at its fair market value at the date time of such designation of the Covenant Parties’ (transfer, in each case as applicable) Investment determined in such Subsidiarygood faith by Mid-Holdings.

Designation of Subsidiaries. Xxxxxxx (with the consent of the Company) FNIS may at any time after the Pushdown Date designate any Restricted Subsidiary of any Covenant Party (other than a Borrower) as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) other than in the case of the designation of (x) a Joint Venture in existence on the Amendment No. 1 Effective Date that thereafter becomes a Subsidiary or (y) a Securitization Vehicle (each, an “Excluded Unrestricted Subsidiary”), immediately before and after such designation, no Default shall have occurred and be continuing, (ii) other than in the case of the designation of a Excluded Unrestricted Subsidiary, immediately after giving effect to such designation, the Covenant Parties FNIS and its Consolidated Subsidiaries shall be in compliance, on a Pro Forma Basis, with the covenants set forth in Section 7.11 7.10 (it being understood that if no Test Period cited in Section 7.11 has passed, the covenants in Section 7.11 for the first Test Period cited in such Section shall be satisfied as of the last four quarters ended and, as a condition precedent to the effectiveness of any such designation, Xxxxxxx FNIS shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance), (iii) none of neither the Covenant Parties Borrower nor any borrower under the FNIS Credit Agreement may be designated as an Unrestricted Subsidiary, (iv) no designation of a Restricted Subsidiary as an Unrestricted Subsidiary, other than an Excluded Unrestricted Subsidiary, shall be effective if, immediately after such designation, (1) the Consolidated EBITDA of the Unrestricted Subsidiaries would exceed 10% of the Consolidated EBITDA of the Consolidated Companies for the four fiscal quarter period then most recently ended or (2) the Total Assets of all Unrestricted Subsidiaries would exceed 5% of the Total Consolidated Assets, in each case determined without regard to any Excluded Unrestricted Subsidiary at any time after such Person becomes a Subsidiary, and (v) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of the Senior any Permitted Subordinated Debt, the Senior Unsecured Debt or any Junior Financing, as applicable, (v) no Restricted Subsidiary may be designated an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary and (vi) if a Restricted Subsidiary is being designated as an Unrestricted Subsidiary hereunder, the sum of (A) the assets of such Subsidiary as of such date of designation (the “Designation Date”), as set forth on such Subsidiary’s most recent balance sheet, plus (B) the aggregate amount of assets of all Unrestricted Subsidiaries designated as Unrestricted Subsidiaries pursuant to this Section 6.14 prior to the Designation Date (in each case measured as of the date of each such Unrestricted Subsidiary’s designation as an Unrestricted Subsidiary) shall not exceed 5% of the Total Assets as of such Designation Date pro forma for such designationIndebtedness. The designation of any Subsidiary (other than a Securitization Vehicle) as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the Covenant Parties applicable Restricted Companies therein at the date of designation in an amount equal to the net book value (or, in the case of any guarantee or similar Investment, the amount) of the Covenant PartiesRestricted Companies’ (as applicable) investment Investments therein. The designation If any Person becomes a Restricted Subsidiary on any date after the Amendment No. 1 Effective Date (including by redesignation of any an Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) Subsidiary), the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at Person outstanding on such time and (ii) a return date will be deemed to have been incurred by such Person on any Investment by such date for purposes of Section 7.3, but will not be considered the Covenant Parties in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value at the date sale or issuance of such designation Equity Interests for purposes of the Covenant Parties’ (as applicable) Investment in such SubsidiarySection 7.5.

Designation of Subsidiaries. Xxxxxxx (with a) The US Borrower may designate any subsidiary (including any existing subsidiary and any newly acquired or newly formed subsidiary) to be an Unrestricted Subsidiary unless such subsidiary or any of its subsidiaries owns any Equity Interests or Indebtedness of, or owns or holds any Lien on, any property of, the consent of the Company) may at any time after the Pushdown Date designate US Borrower or any Restricted Subsidiary of any Covenant Party (other than a Borrower) as an Unrestricted Subsidiary or solely any Unrestricted Subsidiary as a Restricted Subsidiaryof the subsidiary to be so designated); provided that that (i) immediately before and after any Unrestricted Subsidiary must be an entity of which the Equity Interests entitled to cast at least a majority of the votes that may be cast by all Equity Interests having ordinary voting power for the election of directors or Persons performing a similar function are owned, directly or indirectly, by the US Borrower; (ii) such designation, designation complies with the covenants described in Section 6.03(c); (iii) no Default or Event of Default shall have occurred and be continuing; (iv) either: (A) the US Borrower could incur at least $1.00 of additional Indebtedness pursuant to the Consolidated Leverage Ratio test described in Section 6.01; or (B) each of the Consolidated Leverage Ratio and the Consolidated Secured Debt Ratio for the US Borrower and its Restricted Subsidiaries would be less than or equal to such ratio immediately prior to such designation, in each case on a pro forma basis taking into account such designation; and (iiv) each of: (A) the subsidiary to be so designated; and (B) its subsidiaries has not at the time of designation, and does not thereafter, incur any Indebtedness pursuant to which the lender has recourse to any of the assets of the US Borrower or any Restricted Subsidiary. Furthermore, no subsidiary may be designated as an Unrestricted Subsidiary hereunder unless it is also designated as an “Unrestricted Subsidiary” for purposes of the Notes or any Junior Financing. (b) The US Borrower may designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that, immediately after giving effect to such designation, no Default or Event of Default shall have occurred and be continuing and either: (i) the Covenant Parties shall be in compliance, on a Pro Forma Basis, with US Borrower could incur at least $1.00 of additional Indebtedness pursuant to the covenants set forth Consolidated Leverage Ratio test described in Section 7.11 6.01; or (it being understood that if no Test Period cited in Section 7.11 has passed, ii) each of the covenants in Section 7.11 Consolidated Leverage Ratio and the Consolidated Secured Debt Ratio for the first Test Period cited in US Borrower and its Restricted Subsidiaries would be less than such Section shall be satisfied as of the last four quarters ended and, as a condition precedent ratio immediately prior to the effectiveness of any such designation, Xxxxxxx in each case on a pro forma basis taking into account such designation. Any such designation by the US Borrower shall deliver be notified by the US Borrower to the Administrative Agent by promptly filing with the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance), (iii) none copy of the Covenant Parties may be designated as an Unrestricted Subsidiary, (iv) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose resolution of the Senior Subordinated Debt, board of directors of the Senior Unsecured Debt US Borrower or any Junior Financing, as applicable, (v) no Restricted Subsidiary may be designated an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary and (vi) if a Restricted Subsidiary is being designated as an Unrestricted Subsidiary hereunder, the sum of (A) the assets of such Subsidiary as of such date of designation (the “Designation Date”), as set forth on such Subsidiary’s most recent balance sheet, plus (B) the aggregate amount of assets of all Unrestricted Subsidiaries designated as Unrestricted Subsidiaries pursuant committee thereof giving effect to this Section 6.14 prior to the Designation Date (in each case measured as of the date of each such Unrestricted Subsidiary’s designation as an Unrestricted Subsidiary) shall not exceed 5% of the Total Assets as of such Designation Date pro forma for such designation. The designation of any Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the Covenant Parties therein at the date of designation in an amount equal to the net book value of the Covenant Parties’ (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 Covenant Parties in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value at the date of such designation of and an officer’s certificate certifying that such designation complied with the Covenant Parties’ (as applicable) Investment in such Subsidiaryforegoing provisions.

Designation of Subsidiaries. Xxxxxxx (with the consent The board of directors of the Company) Borrower may at any time after the Pushdown Date designate any Restricted Subsidiary of any Covenant Party (other than a 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 (ia) immediately before and after such designation, no Default shall have occurred and be continuing, (iib) immediately after giving effect to such designation, the Covenant Parties Borrower and its Restricted Subsidiaries shall be in compliance, on a Pro Forma Basis, with the covenants covenant set forth in Section 7.11 7.10, if the Borrower is at the time of such designation required to comply with Section 7.10 (it being understood that if no Test Period cited in Section 7.11 has passed, the covenants in Section 7.11 for the first Test Period cited in such Section shall be satisfied as of the last four quarters ended and, as a condition precedent to the effectiveness of any such designation, Xxxxxxx the Borrower shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance, if required), (iiic) none of notwithstanding anything else in this Section 6.15 to the Covenant Parties contrary, any Unrestricted Subsidiary that has been re-designated a Restricted Subsidiary may not be subsequently re-designated as an Unrestricted Subsidiary, Subsidiary and (ivd) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of the Senior Subordinated Debt, the Senior Unsecured Debt or any Junior Financing, as applicable, (v) no Restricted Subsidiary may be designated an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary and (vi) if a Restricted Subsidiary is being designated as an Unrestricted Subsidiary hereunder, the sum of (A) the assets of such Subsidiary as of such date of designation (the “Designation Date”), as set forth on such Subsidiary’s most recent balance sheet, plus (B) the aggregate amount of assets of all Unrestricted Subsidiaries designated as Unrestricted Subsidiaries pursuant to this Section 6.14 prior to the Designation Date (in each case measured as of the date of each such Unrestricted Subsidiary’s designation as an Unrestricted Subsidiary) shall not exceed 5% of the Total Assets as of such Designation Date pro forma for such designation. The designation of any Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by Borrower or the Covenant Parties relevant Restricted Subsidiary (as applicable) therein at the date of designation in an amount equal to the net book fair market value of the Covenant Parties’ such Person’s (as applicable) investment thereintherein and the Investment resulting from such designation must otherwise be in compliance with Section 7.02. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (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 time. As of the date hereof, any Investment by the Covenant Parties in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value at the date of such designation of the Covenant Parties’ (as applicable) Investment Borrower are set forth in such SubsidiarySchedule 6.15.

Designation of Subsidiaries. Xxxxxxx (with the consent a) The board of the Company) directors of Holdings may at any time after the Pushdown Date designate any Restricted Subsidiary of any Covenant Party (other than a Holdings or the Borrower) as an Unrestricted Subsidiary (it being understood that no Restricted Subsidiary may be designated as a Dormant Subsidiary); provided that (i) immediately before and after giving effect to such designation no Default or Event of Default shall have occurred and be continuing or would result therefrom; (ii) such Subsidiary shall be a Non-Recourse Subsidiary; (iii) no Restricted Subsidiary that was previously designated as an Unrestricted Subsidiary may be subsequently re-designated as an Unrestricted Subsidiary; (iv) no Subsidiary may be designated as an Unrestricted Subsidiary if, after the effective date of such designation, it remains or becomes a “restricted subsidiary” or guarantor for the purpose of any Unsecured Financing; (v) immediately after giving effect to such designation, Holdings and its Restricted Subsidiaries shall be in compliance, on a Pro Forma Basis, with the covenants set forth in Section 7.10; (vi) with respect to the designation of any Unrestricted Subsidiary that will constitute a Prepayment Unrestricted Subsidiary, (A) immediately after giving effect to such designation, the Total Leverage Ratio of Holdings and its Restricted Subsidiaries on a Pro Forma Basis shall be lower than the Total Leverage Ratio in effect immediately prior to giving effect to such designation, (B) immediately after giving effect to such designation, Holdings and its Restricted Subsidiaries shall be in compliance with Section 7.02(q) and (C) such Prepayment Unrestricted Subsidiary shall be designated solely in contemplation of a Disposition of the property or assets of, or an incurrence or issuance of Indebtedness by, such Prepayment Unrestricted Subsidiary and promptly, but in no event later than 30 days, after the effective date of the designation of each Prepayment Unrestricted Subsidiary, the Borrower shall make a prepayment of the Loans from the Net Cash Proceeds resulting from such Disposition or Indebtedness in accordance with Section 2.05(b); (vii) with respect to the designation of any Unrestricted Subsidiary that will constitute a Non-Prepayment Unrestricted Subsidiary, after giving effect to such designation, all Investments made by Holdings and its Restricted Subsidiaries in Non-Prepayment Unrestricted Subsidiaries, taken together, shall not exceed the amount permitted under Section 7.02(l); and (viii) immediately before and after giving effect to such designation, the total assets (excluding cash or Cash Equivalents to the extent received as an Investment from Holdings or any of its Restricted Subsidiaries permitted under Section 7.02(l)) and total revenues of all Unrestricted Subsidiaries, taken together, shall not exceed 7.5% of the Borrower’s consolidated total assets or consolidated total revenues, respectively. For purposes of clause (vi)(B) above, the designation of a Restricted Subsidiary as a Prepayment Unrestricted Subsidiary (it being understood that no Restricted Subsidiary may be designated as a Dormant Subsidiary) shall be deemed to be an Investment by Holdings and each applicable Restricted Subsidiary (as applicable) in an amount equal to the Fair Market Value of the total assets of such Unrestricted Subsidiary at the date of designation. (b) The board of directors of Holdings may at any time designate 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, continuing or would result therefrom; (ii) as a condition precedent to the effectiveness of any such designation, the Borrower shall have complied with Section 6.12 with respect to such newly designated Restricted Subsidiary; (iii) immediately after giving effect to such designation, the Covenant Parties Holdings and its Restricted Subsidiaries shall be in compliance, on a Pro Forma Basis, with the covenants set forth in Section 7.11 7.10 (it being understood that if no Test Period cited in Section 7.11 has passed, the covenants in Section 7.11 for the first Test Period cited in such Section shall be satisfied as of the last four quarters ended and, as a condition precedent to the effectiveness of any such designation, Xxxxxxx the Borrower shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance), ; and (iiiiv) none of the Covenant Parties no Unrestricted Subsidiary that was previously designated as an Restricted Subsidiary may be subsequently re-designated as an Unrestricted Subsidiary, (iv) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of the Senior Subordinated Debt, the Senior Unsecured Debt or any Junior Financing, as applicable, (v) no Restricted Subsidiary may be designated an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary and (vi) if a Restricted Subsidiary is being designated as an Unrestricted Subsidiary hereunder, the sum of (A) the assets of such Subsidiary as of such date of designation (the “Designation Date”), as set forth on such Subsidiary’s most recent balance sheet, plus (B) the aggregate amount of assets of all Unrestricted Subsidiaries designated as Unrestricted Subsidiaries pursuant to this Section 6.14 prior to the Designation Date (in each case measured as of the date of each such Unrestricted Subsidiary’s designation as an Unrestricted Subsidiary) shall not exceed 5% of the Total Assets as of such Designation Date pro forma for such designation. The designation of any Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the Covenant Parties therein at the date of designation in an amount equal to the net book value of the Covenant Parties’ (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 such incurrence must comply with Section 7.03 and Section 7.01, respectively. (iic) As a return on condition precedent to the effectiveness of any Investment by the Covenant Parties in Unrestricted Subsidiaries designation pursuant to this Section 6.17, the preceding sentence in an amount equal Borrower shall deliver to the fair market value at Administrative Agent a certificate setting forth in reasonable detail the date calculations demonstrating compliance with the applicable clause of this Section 6.17 no less than five (5) Business Days prior to such designation of the Covenant Parties’ (as applicable) Investment in such Subsidiarydesignation.

Designation of Subsidiaries. Xxxxxxx (with the consent of the Company) The Parent Borrower may at any time after the Pushdown Closing Date designate any Restricted Subsidiary of the Parent Borrower (excluding any Covenant Party (other than a Borrower) as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation, no Default shall have occurred and be continuing, (ii) other than for purposes of designating a Restricted Subsidiary as an Unrestricted Subsidiary that is a Securitization Subsidiary in connection with the establishment of a Qualified Securitization Financing, immediately after giving effect to such designation, the Covenant Parties Parent Borrower shall be in compliance, on a Pro Forma Basis, with the covenants set forth in Section 7.11 (it being understood that if no Test Period cited in Section 7.11 has passed, the covenants in Section 7.11 for the first Test Period cited in such Section shall be satisfied as of the last four quarters ended and, as a condition precedent to the effectiveness of any such designation, Xxxxxxx the Parent Borrower shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance), (iii) none of the Covenant Parties may be designated as an Unrestricted Subsidiary, (iv) no Subsidiary may be designated as an Unrestricted Subsidiary if if, after such designation, it is would be a “Restricted Subsidiary” for the purpose of the Senior Subordinated DebtNotes, the Senior Unsecured Debt 2020 Notes or any Junior Financing, as applicable, Financing and (viv) no Restricted Subsidiary may be designated an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary and (vi) if a Restricted Subsidiary is being designated as an Unrestricted Subsidiary hereunder, the sum of (A) the assets of such Subsidiary as of such date of designation (the “Designation Date”), as set forth on such Subsidiary’s most recent balance sheet, plus (B) the aggregate amount of assets of all Unrestricted Subsidiaries designated as Unrestricted Subsidiaries pursuant to this Section 6.14 prior to the Designation Date (in each case measured as of the date of each such Unrestricted Subsidiary’s designation as an Unrestricted Subsidiary) shall not exceed 5% of the Total Assets as of such Designation Date pro forma for such designation. The designation of any Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the Covenant Parties Parent Borrower therein at the date of designation in an amount equal to the net book fair market value as determined in good faith by the Parent Borrower of the Covenant Parties’ Parent Borrower’s or its Subsidiary’s (as applicable) investment Investment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time and (ii) a return on any Investment by the Covenant Parties Parent Borrower in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value as determined in good faith by the Parent Borrower at the date of such designation of the Covenant Parties’ Parent Borrower’s or its Subsidiary’s (as applicable) Investment in such Subsidiary.

Designation of Subsidiaries. Xxxxxxx (with the consent of the Company) may at At any time after the Pushdown Date Effective Date, the Borrower Representative may, in addition to the Unrestricted Subsidiaries listed on Schedule 1.01(c) on the Effective Date, designate any Restricted Subsidiary of any Covenant Party (other than a Borrower) as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted SubsidiarySubsidiary upon prior written notice to the Administrative Agent; provided that (i) [***], each Subsidiary of the Company organized under the laws of a jurisdiction other than the United States (or any State thereof), the District of Columbia, Canada (or any Province thereof) or England and Subsidiaries organized under the laws of the United States (or any state thereof), the District of Columbia, Canada (or any Province thereof) or England that are immaterial to the business of the Loan Parties taken as a whole shall be the only Subsidiaries eligible to be designated as Unrestricted Subsidiaries on Schedule 1.01(c) or pursuant to this Section 5.14, (ii) in the case of designation of any Restricted Subsidiary as an Unrestricted Subsidiary, immediately before and after such designation, no Specified Default shall have occurred and be continuing, (iiiii) in the case of designation of any Restricted Subsidiary as an Unrestricted Subsidiary, immediately after giving effect to such designation, the Covenant Parties Borrowers shall be in compliance, on a Pro Forma Basispro forma basis, with the covenants set forth in Section 7.11 6.13 (it being understood that if no Test Period cited in Section 7.11 has passed, the covenants in Section 7.11 for the first Test Period cited in such Section shall be satisfied as of the last four quarters ended and, as a condition precedent to the effectiveness of any such designation, Xxxxxxx the Borrower Representative shall deliver to the Administrative Agent a certificate of a Financial Officer setting forth in reasonable detail the calculations demonstrating such compliance), (iii) none of the Covenant Parties may be designated as an Unrestricted Subsidiary, (iv) no Subsidiary may be designated as an Unrestricted Subsidiary on Schedule 1.01(c) or pursuant to this Section 5.14 if it is a “Restricted Subsidiary” (or any other defined term having a similar purpose) for the purpose of the Senior Subordinated Debt, the Senior Unsecured Debt Note Documents or any Junior Financing, other agreement relating to any Subordinated Indebtedness (unless concurrently designated as applicablean Unrestricted Subsidiary under such documents as well), (v) no Restricted Subsidiary may be designated an Unrestricted Subsidiary on Schedule 1.01(c) or pursuant to this Section 5.14 if it was previously designated an Unrestricted Subsidiary and Subsidiary, (vi) no Restricted Subsidiary may be designated an Unrestricted Subsidiary if it owns any Equity Interests of, or holds any Indebtedness of, any other Restricted Subsidiary, (vii) if a Restricted Subsidiary is being designated as an Unrestricted Subsidiary hereunder, (A) the sum of (Ai) the net tangible assets of such Subsidiary as of such date of designation (the “Designation Date”), as set forth on such Subsidiary’s most recent balance sheet, plus (Bii) the aggregate amount of total assets of all Unrestricted Subsidiaries listed on Schedule 1.01(c) on the Effective Date (other than the [***]) plus the aggregate amount of total assets of all Unrestricted Subsidiaries designated as Unrestricted Subsidiaries pursuant to this Section 6.14 5.14 prior to the Designation Date (in each case measured as of such date) shall not exceed 5.0% of the consolidated total assets of the Company and its Subsidiaries (other than the [***]) at such date, pro forma for such designation and (B) the sum of (i) the EBITDA contributed by such Subsidiary as of the Designation Date, plus (ii) the aggregate amount of EBITDA contributed by all Unrestricted Subsidiaries listed on Schedule 1.01(c) on the Effective Date (other than the [***]) plus the aggregate amount of total EBITDA of all Unrestricted Subsidiaries designated as Unrestricted Subsidiaries pursuant to this Section 5.14 prior to the Designation Date (in each case measured as of the date of each such Unrestricted Subsidiary’s designation as an Unrestricted SubsidiaryDesignation Date) shall not exceed 55.0% of EBITDA for the Total Assets period of four fiscal quarters of the Company and its Subsidiaries (other than [***]) most recently ended for which financial statements have been or are required to have been delivered pursuant to Sections 4.01(b), 5.01(a) or 5.01(b), as applicable, as of such Designation Date Date, pro forma for such designation, and (viii) the Borrower Representative shall have delivered to the Administrative Agent a certificate of a Financial Officer certifying compliance with the provisions of this Section 5.14 setting forth in reasonable detail the computations necessary to determine such compliance. The Notwithstanding the foregoing, the designation of any Subsidiary as an Unrestricted Subsidiary after the Closing Effective Date shall constitute an Investment investment by the Covenant Parties Company and its Restricted Subsidiaries, as applicable, therein at the date of designation Designation Date in an amount equal to the net book value of the Covenant Partiesapplicable parties’ (as applicable) investment therein. Subject to Section 5.13(a), any Subsidiary of an Unrestricted Subsidiary shall automatically be deemed to be 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 Investmentall investments, Indebtedness or and Liens of such Subsidiary existing at such time and (ii) a return on any Investment investment by the Covenant Parties Company or any Restricted Subsidiary in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value at the date of such designation of the Covenant PartiesCompany’s and its Restricted Subsidiaries’ (as applicable) Investment investment in such Subsidiary.. [Names redacted]

Designation of Subsidiaries. Xxxxxxx (with the consent of the Company) may at any time after the Pushdown Date No Loan Party will designate any Restricted Subsidiary of any Covenant Party (other than a Borrower) as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that unless (i) the Borrower Representative delivers a written notice to the Administrative Agent of such designation, (ii) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing, (iiiii) immediately after giving effect to such designation, the Covenant Parties shall be in compliance, on a Pro Forma Basis, with the covenants set forth in Section 7.11 (it being understood that if no Test Period cited in Section 7.11 has passed, the covenants in Section 7.11 for the first Test Period cited in such Section shall be satisfied Total Leverage Ratio is less than 4.75 to 1.00 as of the last day of the most recently completed period of four consecutive fiscal quarters ended ending prior to the date of such designation for which the financial statements and certificates required by Section 5.01(a) or 5.01(b), as the case may be, and Section 5.01(d), have been delivered and, as a condition precedent to the effectiveness of any such designation, Xxxxxxx the Borrower Representative shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance), (iii) none of the Covenant Parties may be designated as an Unrestricted Subsidiary, (iv) no such Subsidiary may be is not designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” (or the equivalent) for the purpose of any Senior Notes, any Subordinated Indebtedness of the Senior Subordinated Debt, the Senior Unsecured Debt Loan Parties or any Junior FinancingPermitted Term Debt Documents and is not otherwise generally subject to the representations, as applicablewarranties, covenants and events of default under any Senior Notes, any Subordinated Indebtedness of the Loan Parties or such Permitted Term Debt Documents, (v) no such Restricted Subsidiary may be designated an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary and its subsidiaries do not own any Equity Interests or Indebtedness of, or own or hold any Lien on, any property of any Loan Party, (vi) if a Restricted such Subsidiary is being designated as an Unrestricted Subsidiary hereunderor such Subsidiary’s subsidiaries have not at the time of designation, and do not, thereafter, create, incur, issue, assume, guarantee, or otherwise become directly or indirectly liable with respect to any Indebtedness pursuant to which the sum lender has recourse to any of (A) the assets of any Loan Party, (vii) such Subsidiary is not WESCO Receivables or any Subsidiary which holds any Equity Interests or Indebtedness of WESCO Receivables, (viii) the revenues of such Subsidiary, as of such date end of designation (any fiscal year, for the “Designation Date”)period of four consecutive fiscal quarters then ended, as set forth on such Subsidiary’s most recent balance sheet, plus (B) the aggregate amount of assets of all Unrestricted Subsidiaries designated as Unrestricted Subsidiaries pursuant to this Section 6.14 prior to the Designation Date (in each case measured as of the date of each such Unrestricted Subsidiary’s designation as an Unrestricted Subsidiary) shall not exceed were less than 5% of the Total Assets consolidated revenues of Holdings and its Subsidiaries for such period, (ix) the revenues of such Subsidiary, as of such Designation Date pro forma end of any fiscal year, for the period of four consecutive fiscal quarters then ended, when taken together with the revenues of all Excluded Subsidiaries and all other Unrestricted Subsidiaries were less than 15% of the consolidated revenues of Holdings and its Subsidiaries for such designationperiod, (x) the consolidated assets of such Subsidiary, as of end of any fiscal year, were less than 5% of the consolidated total assets of Holdings and its Subsidiaries as of the end of such fiscal year, and (xi) the consolidated assets of such Subsidiary, as of end of any fiscal year, when taken together with the consolidated assets of all Excluded Subsidiaries and all other Unrestricted Subsidiaries were less than 15% of the consolidated total assets of Holdings and its Subsidiaries as of the end of such fiscal year (in the case of each of the foregoing clauses (viii) through (xi), as reflected on the most recent annual or quarterly consolidated financial statements of Holdings and its Subsidiaries). The designation of any Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment therein by the Covenant Parties therein such Borrower and its Restricted Subsidiaries, as applicable, at the date of designation in an amount equal to the net book fair market value of the Covenant Partiesapplicable parties’ investment therein (as applicable) the fair market value of such investment thereinto be calculated without regard to any guarantee provided by such designated or re designated Unrestricted Subsidiary). The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (iA) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time and (iiB) a return on any Investment by the Covenant Parties such Borrower or any Restricted Subsidiary in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value at the date of such designation of the Covenant Partiessuch Borrower’s and its Restricted Subsidiaries’ (as applicable) Investment in such Subsidiary. Notwithstanding anything to the contrary herein, any Unrestricted Subsidiary that has been redesignated as a Restricted Subsidiary may not be subsequently redesignated as an Unrestricted Subsidiary.

Designation of Subsidiaries. Xxxxxxx (with the consent of the Company) The Borrower may at any time after the Pushdown Date consummation of the BBI Transaction designate any Restricted additional Subsidiary of any Covenant Party (other than a Borrower) as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation, no Default shall have occurred and be continuingor Event of Default then exists or would result therefrom, (ii) immediately after giving effect to such designation, the Covenant Parties Borrower shall be in compliance, on a Pro Forma Basis, with the covenants set forth in Section 7.11 (it being understood that if no Test Period cited in Section 7.11 has passed, the covenants in Section 7.11 for the first Test Period cited in such Section shall be satisfied as of the last four quarters day of the Fiscal Quarter ended andon or most recently prior to the date of the respective designation, as if such designation had been made on the first day of the four Fiscal Quarter period ended on the last day of such most recently ended Fiscal Quarter, with a condition precedent to the effectiveness Consolidated Secured Leverage Ratio of any such designation, Xxxxxxx shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance)less than 3.50:1.00, (iii) none such Unrestricted Subsidiary shall be capitalized (to the extent capitalized by the Borrower or any of its Subsidiaries) solely through Investments as permitted by, and in compliance with, Section 8.3(k), valued at their fair market value (as determined in good faith by the Borrower) at the time of such designation, it being understood that, without duplication, any assets owned by such Unrestricted Subsidiary at the time of the Covenant Parties may initial designation thereof shall be treated as Investments pursuant to Section 8.3(k) and valued at their fair market value (as determined in good faith by the Borrower, taking appropriate account of the liabilities of such Unrestricted Subsidiary) at the time of such designation, (v) such Subsidiary shall have been designated as an Unrestricted Subsidiary“unrestricted subsidiary” (to the extent applicable) for purposes of the Existing Notes Indentures, any Permitted Refinancing thereof or any Permitted Additional Debt, (ivvi) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for such Subsidiary shall own any equity interests in, or have any Lien on any property of, the purpose Borrower or any Subsidiary of the Senior Subordinated DebtBorrower, other than another Unrestricted Subsidiary, (vii) except to the Senior Unsecured Debt extent permitted by Section 8.1(p), any Indebtedness of such Unrestricted Subsidiary is not recourse to the Borrower or any Junior Financingof its Subsidiaries (other than Unrestricted Subsidiaries) or to any of their respective assets, and (viii) the Borrower shall have delivered to the Administrative Agent a certificate executed by a Responsible Officer of the Borrower certifying compliance with the requirements of preceding clauses (i) through (vii) and demonstrating (in reasonable detail) the calculations required to establish compliance with preceding clauses (ii), (iii) and (iv). The Borrower may designate any Unrestricted Subsidiary to be a Subsidiary for purposes of this Agreement and the other Loan Documents; provided that (A) no Default or Event of Default has occurred and is continuing or would result therefrom, (B) any Indebtedness of the applicable Unrestricted Subsidiary and any Liens encumbering its property existing at the time of such designation shall be deemed newly incurred or created, as applicable, at such time, (vC) no Restricted Subsidiary may be designated an at the time of such designation, such Unrestricted Subsidiary if it was previously designated an Unrestricted shall be treated as a newly acquired or created Subsidiary for purposes of Sections 7.10 and 7.11 and the Borrower and the applicable Subsidiary shall comply with such Sections 7.10 and 7.11, (viD) if a Restricted Subsidiary is being designated as an Unrestricted Subsidiary hereunder, at the sum of (A) the assets time of such Subsidiary as of such date of designation (but only in the “Designation Date”), as set forth on such Subsidiary’s most recent balance sheet, plus (B) the aggregate amount case of assets of all Unrestricted Subsidiaries an entity that was initially designated as Unrestricted Subsidiaries pursuant to this Section 6.14 prior to the Designation Date (in each case measured as of the date of each such Unrestricted Subsidiary’s designation as an Unrestricted Subsidiary) shall not exceed 5% of the Total Assets as of such Designation Date pro forma for such designation. The designation of any Subsidiary as an Unrestricted Subsidiary after the Closing Fifth Amendment Effective Date and not as part of the BBI Transaction), the investment basket under Section 8.3(k) shall constitute an Investment be replenished by the Covenant Parties therein at the date of designation in an amount equal to the net book value lesser of the Covenant Parties’ (as applicablex) 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 Covenant Parties in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value (as determined in good faith by the Borrower) of the assets of such Unrestricted Subsidiary at such time (but, for this purpose, excluding the fair market value of the assets of any Subsidiary of such Unrestricted Subsidiary that is to remain an Unrestricted Subsidiary) and (y) the aggregate amount of the Investments of the Borrower and its Subsidiaries theretofore made in such Unrestricted Subsidiary, and (E) the Borrower shall have delivered to the Administrative Agent a certificate executed by a Responsible Officer of the Borrower certifying compliance with the requirements of preceding clauses (A) and (B) and demonstrating in reasonable detail the replenishment amount referenced in preceding clause (D). Notwithstanding the foregoing, any Unrestricted Subsidiary that has been re-designated a Subsidiary may not be subsequently re-designated as an Unrestricted Subsidiary.” 20. Section 8.1 of the Credit Agreement is hereby amended by (i) deleting the word “and” appearing at the date end of such designation clause (n) thereof, (ii) deleting the period appearing at the end of clause (o) thereof and inserting “; and” in lieu thereof and (iii) inserting the Covenant Parties’ following new clause (as applicablep) Investment in such Subsidiary.at the end thereof:

Designation of Subsidiaries. Xxxxxxx (with the consent of the Company) The Borrower may at any time after the Pushdown Date designate any Restricted Subsidiary of any Covenant Party (other than a Borrower) as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted SubsidiarySubsidiary upon prior written notice to the Administrative Agent; provided that (i) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing, (ii) immediately after giving effect to such designation, the Covenant Parties Borrower shall be in compliance, on a Pro Forma Basis, with the covenants set forth in Section 7.11 6.12 and 6.13 as at the date of the last ended Test Period (it being understood that if no Test Period cited in Section 7.11 has passed, the covenants in Section 7.11 for the first Test Period cited in such Section shall be satisfied as of the last four quarters ended and, as a condition precedent to the effectiveness of any such designation, Xxxxxxx the Borrower shall deliver to the Administrative Agent a certificate of a Financial Officer of the Borrower setting forth in reasonable detail the calculations demonstrating such compliance), (iii) none of the Covenant Parties may be designated as an Unrestricted Subsidiary, (iv) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” (or any other defined term having a similar purpose) for the purpose of the Senior any Subordinated Debt, the Senior Unsecured Debt or any Junior Financing, Documents (unless concurrently designated as applicablean Unrestricted Subsidiary under such documents as well), (viv) no Restricted Subsidiary may be designated an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary, (v) no Restricted Subsidiary and may be designated an Unrestricted Subsidiary if it owns any Equity Interests of, or holds any Indebtedness of, any other Restricted Subsidiary, (vi) if a Restricted Subsidiary is being designated as an Unrestricted Subsidiary hereunder, the sum of (A) the net tangible assets of such Subsidiary as of such date of designation (the “Designation Date”), as set forth on such Subsidiary’s most recent balance sheet, plus (B) the aggregate amount of net tangible assets of all Unrestricted Subsidiaries designated as Unrestricted Subsidiaries pursuant to this Section 6.14 5.17 prior to the Designation Date (in each case measured as of the date of each such Unrestricted Subsidiary’s designation as an Unrestricted Subsidiary) shall not exceed 5(i) 5.0% of Consolidated Net Tangible Assets at such date or (ii) 5.0% of Consolidated EBITDA for the Total Assets period of four Fiscal Quarters most recently ended for which financial statements have been or are required to have been delivered pursuant to Sections 4.01(h), 5.01(a) or 5.01(b), as applicable, as of such Designation Date Date, in each case, pro forma for such designation, and (vii) the Borrower shall have delivered to the Administrative Agent a certificate of a Financial Officer of the Borrower on behalf of the Borrower certifying compliance with the provisions of this Section 5.17 setting forth in reasonable detail the computations necessary to determine such compliance. The designation of any Subsidiary as an Unrestricted Subsidiary after the Closing Effective Date shall constitute an Investment by the Covenant Parties Borrower and its Restricted Subsidiaries, as applicable, therein at the date of designation Designation Date in an amount equal to the net book value of the Covenant Partiesapplicable parties’ (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 Investmentall Investments, Indebtedness or and Liens of such Subsidiary existing at such time and (ii) a return on any Investment by the Covenant Parties Borrower or any Restricted Subsidiary in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value at the date of such designation of the Covenant PartiesBorrower’s and its Restricted Subsidiaries’ (as applicable) Investment in such Subsidiary. On or promptly after the date of its formation, acquisition, designation or re-designation, as applicable, each Unrestricted Subsidiary (other than an Unrestricted Subsidiary that is a Non-U.S. Subsidiary) shall have entered into a tax sharing agreement containing terms that, in the reasonable judgment of the Administrative Agent, provide for an appropriate allocation of tax liabilities and benefits.

Designation of Subsidiaries. Xxxxxxx (with the consent of the Company) The Borrower may at any time after the Pushdown Date designate any Restricted Subsidiary of any Covenant Party (other than a Borrower) the Borrower as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation, no Default shall have occurred and be continuing, (ii) immediately after giving effect to such designation, the Covenant Parties Borrower shall be in compliance, on a Pro Forma Basis, with the covenants covenant set forth in Section 7.11 (it being understood that if no Test Period cited in Section 7.11 has passed, the covenants covenant in Section 7.11 for the first Test Period cited in such Section shall be satisfied as of the last four quarters ended ended) whether or not then in effect, and, as a condition precedent to the effectiveness of any such designation, Xxxxxxx the Borrower shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance), compliance and (iii) none of the Covenant Parties may be designated as an Unrestricted Subsidiary, (iv) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of the Senior Subordinated Debt, the Senior Unsecured Debt any Indebtedness for borrowed money permitted under Section 7.03 with an aggregate outstanding principal amount in excess of $100,000,000 or any Junior Financing, as applicable, (v) no Restricted Subsidiary may be designated an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary and (vi) if a Restricted Subsidiary is being designated as an Unrestricted Subsidiary hereunder, the sum of (A) the assets of such Subsidiary as of such date of designation (the “Designation Date”), as set forth on such Subsidiary’s most recent balance sheet, plus (B) the aggregate amount of assets of all Unrestricted Subsidiaries designated as Unrestricted Subsidiaries pursuant to this Section 6.14 prior to the Designation Date (in each case measured as of the date of each such Unrestricted Subsidiary’s designation as an Unrestricted Subsidiary) shall not exceed 5% of the Total Assets as of such Designation Date pro forma for such designation. The designation of any Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the Covenant Parties Borrower therein at the date of designation in an amount equal to the net book fair market value of the Covenant Parties’ Borrower’s or its Subsidiary’s (as applicable) investment Investment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time and (ii) a return on any Investment by the Covenant Parties Borrower in Unrestricted Subsidiaries such Subsidiary pursuant to the preceding sentence in an amount equal to the fair market value at the date of such designation of the Covenant Parties’ Borrower’s or its Subsidiary’s (as applicable) Investment in such Subsidiary.

Designation of Subsidiaries. Xxxxxxx (with the consent of the Company) The Borrower may at any time after the Pushdown Date designate any Restricted Subsidiary of any Covenant Party (other than a Borrower) the Borrower as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation, no Default shall have occurred and be continuing, (ii) immediately after giving effect to such designation, the Covenant Parties Borrower shall be in compliance, on a Pro Forma Basis, with the covenants covenant set forth in Section 7.11 (it being understood that if no Test Period cited in Section 7.11 has passed, the covenants covenant in Section 7.11 for the first Test Period cited in such Section shall be satisfied as of the last four quarters ended ended) if then in effect, and, as a condition precedent to the effectiveness of any such designation, Xxxxxxx the Borrower shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance), (iii) none of the Covenant Parties may be designated as an Unrestricted Subsidiary, (iv) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of the Senior Subordinated Debt, the Senior Unsecured Debt any Indebtedness for borrowed money permitted under Section 7.03 with an aggregate outstanding principal amount in excess of $100,000,000 or any Junior Financing, as applicable, Financing and (viv) no Restricted Subsidiary may be designated an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary and (vi) if a Restricted Subsidiary is being designated as an Unrestricted Subsidiary hereunder, the sum of (A) the assets of such Subsidiary as of such date of designation (the “Designation Date”), as set forth on such Subsidiary’s most recent balance sheet, plus (B) the aggregate amount of assets of all Unrestricted Subsidiaries designated as Unrestricted Subsidiaries pursuant to this Section 6.14 prior to the Designation Date (in each case measured as of the date of each such Unrestricted Subsidiary’s designation as an Unrestricted Subsidiary) shall not exceed 5% of the Total Assets as of such Designation Date pro forma for such designation. The designation of any Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the Covenant Parties Borrower therein at the date of designation in an amount equal to the net book fair market value of the Covenant Parties’ Borrower’s or its Subsidiary’s (as applicable) investment Investment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time and (ii) a return on any Investment by the Covenant Parties Borrower in Unrestricted Subsidiaries such Subsidiary pursuant to the preceding sentence in an amount equal to the fair market value at the date of such designation of the Covenant Parties’ Borrower’s or its Subsidiary’s (as applicable) Investment in such Subsidiary.

Designation of Subsidiaries. Xxxxxxx (with the consent of the Companya) The Borrower may at any time after the Pushdown Effective Date designate any Restricted Subsidiary of any Covenant Party (other than a Borrower) 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 Default shall have occurred and be continuing, (ii) immediately after giving effect to such designation, the Covenant Parties Borrower shall be in compliance, on a Pro Forma Basis, with the covenants set forth Financial Performance Covenant as of the last day of the most recent period in respect of which financial statements shall have been required to be delivered pursuant to Section 7.11 5.01(a) or (b) (or if prior to the first time such financial statements are so required to be delivered, as of the last day of the most recent period for which financial statements of the Borrower and its Restricted Subsidiaries are available); it being understood that if such last day is prior to March 31, 2008, then the ratio specified for March 31, 2008 under Section 6.12 shall be deemed to apply (it being understood that if no Test Period cited in Section 7.11 has passed, the covenants in Section 7.11 for the first Test Period cited in such Section shall be satisfied as of the last four quarters ended and, as a condition precedent to the effectiveness of any such designation, Xxxxxxx the Borrower shall deliver to the Administrative Agent a certificate of a Financial Officer setting forth in reasonable detail the calculations demonstrating such compliance), (iii) none of the Covenant Parties may be designated as an Unrestricted Subsidiary, (iv) no Subsidiary may be designated as an Unrestricted Subsidiary or continue as an Unrestricted Subsidiary if (A) it is a “Restricted Subsidiary” for the purpose of the Senior Subordinated Debt, the Senior Unsecured Debt Bridge Loan Credit Agreement or any Junior Financingother Indebtedness of Holdings or the Borrower or (B) the Borrower or any Restricted Subsidiary provides any Guarantee or credit support of any kind, including any undertaking, Guarantee, indemnity, agreement or instrument that would constitute Indebtedness (other than the pledge of Equity Interests of Unrestricted Subsidiaries) of any Indebtedness of such Unrestricted Subsidiary or is directly or indirectly liable on such Indebtedness, as applicablea guarantor or otherwise or any Indebtedness of such Unrestricted Subsidiary contains a default that would permit, (v) no upon notice, lapse of time or both, any holder of any Indebtedness of Borrower or any Restricted Subsidiary may to declare a default under such other Indebtedness or cause the payment thereof to be designated an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary accelerated or payable prior to its stated maturity, and (viiv) if a Restricted Subsidiary is being designated as an Unrestricted Subsidiary hereunder, the sum of (A) the assets of such Subsidiary as of such date of designation (the “Designation Date”), as set forth on such Subsidiary’s most recent balance sheet, plus (B) the aggregate amount of assets of all Unrestricted Subsidiaries designated as Unrestricted Subsidiaries pursuant to this Section 6.14 5.15(a) prior to the Designation Date (in each case measured as of the date of each such Unrestricted Subsidiary’s designation as an Unrestricted Subsidiary), together with the amount of all Investments outstanding pursuant to Section 6.04(i) and Section 6.04(xv), as of the Designation Date shall not exceed 5% $20,000,000 (net of cash returns on such Investments to the Borrower or a Qualified Restricted Subsidiary) during any period of 12 consecutive months (with any amount not used during such period permitted to be carried forward to any subsequent period) as of the Total Assets as of such Designation Date on a pro forma basis for such designation. The designation of any Subsidiary as an Unrestricted Subsidiary after the Closing Effective Date shall constitute an Investment by the Covenant Parties Borrower therein at the date of designation in an amount equal to the net book value of the Covenant Parties’ 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 Covenant Parties 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 Covenant Parties’ Borrower’s or its Subsidiary’s (as applicable) Investment in such Subsidiary. (b) If, at any time, a Restricted Subsidiary would fail to meet the requirements set forth in the definition of “Qualified Restricted Subsidiary”, it will thereafter cease to be a Qualified Restricted Subsidiary for purposes of this Agreement and any Indebtedness of such Subsidiary will be deemed to be incurred by a Restricted Subsidiary that is not a Qualified Restricted Subsidiary as of such date and, if such Indebtedness is not permitted to be incurred as of such date under Section 6.01 the Borrower will be in default of such covenant. The Chief Executive Officer or Chief Financial Officer of the Borrower may at any time designate any Restricted Subsidiary not to be a Qualified Restricted Subsidiary; provided that such designation will be deemed to be an incurrence of Indebtedness by such Restricted Subsidiary of any outstanding Indebtedness of such Restricted Subsidiary, and such designation will only be permitted if (1) such Indebtedness is permitted under Section 6.01 and (2) no Default or Event of Default would be in existence upon or following such designation. In the event (x) a Restricted Subsidiary fails to meet the requirements to be a Qualified Restricted Subsidiary or (y) the Chief Executive Officer or Chief Financial Officer designates a Qualified Restricted Subsidiary not to be a Restricted Subsidiary, then all Investments in such Subsidiary since the Effective Date shall be deemed to be an incurrence under Section 6.04(xv) and to consequently reduce amounts available under Section 5.15(a)(iv), the proviso to Section 6.04(i) and Section 6.04(xv). The Borrower shall deliver to the Administrative Agent a certificate of a Financial Officer setting forth any such designation as a condition precedent to such designation. (c) Except to the extent restricted pursuant to any Permitted Payment Restrictions, the Borrower shall, and shall cause each Restricted Subsidiary to, cause each Qualified Restricted Subsidiary to declare and pay regular monthly, quarterly, semiannual or annual dividends or distributions to the holders of its Equity Interests in an amount equal to substantially all of the available cash flow of such Qualified Restricted Subsidiary for such period as determined in good faith by the Board of Directors of such Qualified Restricted Subsidiary, subject to fiduciary duties applicable to such Board of Directors and such ordinary and customary reserves and other amounts as, in the good faith judgment of such individuals, may be necessary so that the business of such Qualified Restricted Subsidiary may be properly and advantageously conducted at all times, including amounts for operations, capital expenditures and debt service of such Qualified Restricted Subsidiary.

Designation of Subsidiaries. Xxxxxxx (with the consent of the Company) The Company may at any from time after the Pushdown Date designate to time cause any Restricted Subsidiary of any Covenant Party (other than a Borrower) to be designated as an Unrestricted Subsidiary or any Unrestricted Subsidiary to be designated as a Restricted Subsidiary; provided provided, however, that at the time of such designation and immediately after giving effect thereto, (ia) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing, continuing and (iib) immediately after giving effect to such designation, the Covenant Parties shall Company and its Restricted Subsidiaries would be in compliance, on a Pro Forma Basis, compliance with all of the covenants set forth in Section 7.11 (10 if tested on the date of such redesignation and provided, further, that, except as required in order for the Company to comply with the requirements of Section 10.10, once a Subsidiary has been designated an Unrestricted Subsidiary or a Restricted Subsidiary pursuant to this Section 9.9, it being understood that if no Test Period cited in Section 7.11 has passedshall not thereafter be redesignated as a Restricted Subsidiary or an Unrestricted Subsidiary on more than two occasions, the covenants second of which, in Section 7.11 for the first Test Period cited in such Section shall be satisfied as case of the last four quarters ended and, as redesignation of a condition precedent Restricted Subsidiary to the effectiveness of any such designation, Xxxxxxx shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance), (iii) none of the Covenant Parties may be designated as an Unrestricted Subsidiary, (iv) no Subsidiary may be designated shall not occur within one year of its most recent redesignation as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of the Senior Subordinated Debt. Within 10 days following any designation described above, the Senior Unsecured Debt or any Junior Financing, as applicable, (v) no Restricted Subsidiary may be designated an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary Company will deliver to each Purchaser and (vi) if each holder of Notes a Restricted Subsidiary is being designated as an Unrestricted Subsidiary hereunder, the sum of (A) the assets notice of such Subsidiary as designation accompanied by a certificate signed by a Senior Financial Officer certifying compliance with all requirements of such date of designation (the “Designation Date”), as set forth on such Subsidiary’s most recent balance sheet, plus (B) the aggregate amount of assets of all Unrestricted Subsidiaries designated as Unrestricted Subsidiaries pursuant to this Section 6.14 9.9 and setting forth all information required in order to establish such compliance. Although it will not be a Default or an Event of Default if the Company fails to comply with any provision of Section 9 on or after the Execution Date and prior to the Designation Date (in each case measured as Closing, if such a failure occurs, then any of the Purchasers may elect not to purchase the Notes on the date of each such Unrestricted Subsidiary’s designation as an Unrestricted Subsidiary) shall not exceed 5% of the Total Assets as of such Designation Date pro forma for such designation. The designation of any Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the Covenant Parties therein at the date of designation that is specified in an amount equal to the net book value of the Covenant Parties’ (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 Covenant Parties in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value at the date of such designation of the Covenant Parties’ (as applicable) Investment in such SubsidiarySection 3.

Designation of Subsidiaries. Xxxxxxx (with the consent of the Company) The Borrower may at any time after the Pushdown Closing Date designate any Restricted Subsidiary of any Covenant Party (other than a Borrower) 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, (ii) immediately after giving effect to such designation, the Covenant Parties Holdings shall be in compliance, on a Pro Forma Basis, with the covenants set forth in Section 7.11 (it being understood that if no Test Period cited in Section 7.11 has passed, the covenants in Section 7.11 for the first Test Period cited in such Section shall be satisfied as of the last four quarters ended and, as a condition precedent to the effectiveness of any such designation, Xxxxxxx Holdings shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance), (iii) none of the Covenant Parties may be designated as an Unrestricted Subsidiary, (iv) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of the Senior Subordinated Debt, the Senior Unsecured Debt or any Junior Financing, as applicable, (viv) no Restricted Subsidiary may be designated an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary and (viv) if a Restricted Subsidiary is being designated as an Unrestricted Subsidiary hereunder, the sum of (A) the fair market value of assets of such Subsidiary as of such date of designation (the “Designation Date”), as set forth on such Subsidiary’s most recent balance sheet, plus (B) the aggregate amount fair market value of assets of all Unrestricted Subsidiaries designated as Unrestricted Subsidiaries pursuant to this Section 6.14 6.15 prior to the Designation Date (in each case measured as of the date of each such Unrestricted Subsidiary’s designation as an Unrestricted Subsidiary) shall not exceed 55.0% of the Total Assets total consolidated assets of Holdings and its Subsidiaries as of such Designation Date pro forma for such designation. The designation of any Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the Covenant Parties Borrower therein at the date of designation in an amount equal to the net book fair market value of the Covenant Parties’ Borrower’s (as applicable) investment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time and (ii) a return Return on any Investment by the Covenant Parties 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 Covenant Parties’ Borrower’s (as applicable) Investment in such Subsidiary.

Designation of Subsidiaries. Xxxxxxx (with the consent of the Company) may at any time after the Pushdown Date No Loan Party will designate any Restricted Subsidiary of any Covenant Party (other than a Borrower) as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that unless (i) the Borrower Representative delivers a written notice to the Administrative Agent of such designation, (ii) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing, (iiiii) immediately after giving effect to such designation, the Covenant Parties shall be in compliance, on a Pro Forma Basis, with the covenants set forth in Section 7.11 (it being understood that if no Test Period cited in Section 7.11 has passed, the covenants in Section 7.11 for the first Test Period cited in such Section shall be satisfied Total Leverage Ratio is less than 4.75 to 1.00 as of the last day of the most recently completed period of four consecutive fiscal quarters ended ending prior to the date of such designation for which the financial statements and certificates required by Section 5.01(a) or 5.01(b), as the case may be, and Section 5.01(d), have been delivered and, as a condition precedent to the effectiveness of any such designation, Xxxxxxx the Borrower Representative shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance), (iii) none of the Covenant Parties may be designated as an Unrestricted Subsidiary, (iv) no such Subsidiary may be is not designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” (or the equivalent) for the purpose of any Senior Notes, any Subordinated Indebtedness of the Senior Subordinated Debt, the Senior Unsecured Debt Loan Parties or any Junior FinancingPermitted Term Debt Documents and is not otherwise generally subject to the representations, as applicablewarranties, covenants and events of default under any Senior Notes, any Subordinated Indebtedness of the Loan Parties or such Permitted Term Debt Documents, (v) no such Restricted Subsidiary may be designated an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary and its subsidiaries do not own any Equity Interests or Indebtedness of, or own or hold any Lien on, any property of any Loan Party, (vi) if a Restricted such Subsidiary is being designated as an Unrestricted Subsidiary hereunderor such Subsidiary’s subsidiaries have not at the time of designation, and do not, thereafter, create, incur, issue, assume, guarantee, or otherwise become directly or indirectly liable with respect to any Indebtedness pursuant to which the sum lender has recourse to any of (A) the assets of any Loan Party, (vii) such Subsidiary is not WESCO Receivables or any Subsidiary which holds any Equity Interests or Indebtedness of WESCO Receivables, (viii) the revenues of such Subsidiary, as of end of any fiscal year, for the period of four consecutive fiscal quarters then ended, were less than 5% of the consolidated revenues of Holdings and its Subsidiaries for such date period, (ix) the revenues of designation (the “Designation Date”)such Subsidiary, as set forth on of end of any fiscal year, for the period of four consecutive fiscal quarters then ended, when taken together with the revenues of all Unrestricted Subsidiaries were less than 15% of the consolidated revenues of Holdings and its Subsidiaries for such period, (x) the consolidated assets of such Subsidiary’s most recent balance sheet, plus as of end of any fiscal year, were less than 5% of the consolidated total assets of Holdings and its Subsidiaries as of the end of such fiscal year, and (Bxi) the aggregate amount consolidated assets of such Subsidiary, as of end of any fiscal year, when taken together with the consolidated assets of all Unrestricted Subsidiaries designated as Unrestricted were less than 15% of the consolidated total assets of Holdings and its Subsidiaries pursuant to this Section 6.14 prior to the Designation Date (in each case measured as of the date end of such fiscal year (in the case of each such Unrestricted Subsidiary’s designation as an Unrestricted Subsidiary) shall not exceed 5% of the Total Assets foregoing clauses (viii) through (xi), as reflected on the most recent annual or quarterly consolidated financial statements of such Designation Date pro forma for such designationHoldings and its Subsidiaries). The designation of any Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment therein by the Covenant Parties therein such Borrower and its Restricted Subsidiaries, as applicable, at the date of designation in an amount equal to the net book fair market value of the Covenant Partiesapplicable parties’ investment therein (as applicable) the fair market value of such investment thereinto be calculated without regard to any guarantee provided by such designated or re designated Unrestricted Subsidiary). The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (iA) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time and (iiB) a return on any Investment by the Covenant Parties such Borrower or any Restricted Subsidiary in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value at the date of such designation of the Covenant Partiessuch Borrower’s and its Restricted Subsidiaries’ (as applicable) Investment in such Subsidiary. Notwithstanding anything to the contrary herein, any Unrestricted Subsidiary that has been redesignated as a Restricted Subsidiary may not be subsequently redesignated as an Unrestricted Subsidiary.

Designation of Subsidiaries. Xxxxxxx (with the consent of the Company) The Borrower may at any time after the Pushdown Closing Date designate any Restricted Subsidiary of any Covenant Party (other than a Borrower) as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation, no Default shall have occurred and be continuing, (ii) immediately after giving effect to such designation, the Covenant Parties Borrower shall be in compliance, on a Pro Forma Basis, compliance with the covenants set forth in Section 7.11 7.11, determined on a Pro Forma Basis as of the last day of the most recently ended Measurement Period (it being understood that or, if no Test Measurement Period cited in Section 7.11 or in the defined terms used therein has passed, the covenants in Section 7.11 for the first Test Measurement Period cited in such Section shall be satisfied as of the last four quarters ended ended), in each case, as if such designation had occurred on the last day of such fiscal quarter of the Borrower and, as a condition precedent to the effectiveness of any such designation, Xxxxxxx the Borrower shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance), (iii) none of the Covenant Parties may be designated as an Unrestricted Subsidiary, (iv) no Subsidiary (other than a Securitization Subsidiary) may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of the Senior Subordinated Debt, the Senior Unsecured Debt or any Junior Financing, as applicableother Indebtedness that has an “Unrestricted Subsidiary” concept, (viv) no Restricted Subsidiary may be designated an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary and (viv) if a Restricted Subsidiary is being designated as an Unrestricted Subsidiary hereunder, the sum of (A) the fair market value of assets of such Subsidiary as of such date of designation (the “Designation Date”), as set forth on such Subsidiary’s most recent balance sheet, plus (B) the aggregate amount fair market value of assets of all Unrestricted Subsidiaries designated as Unrestricted Subsidiaries pursuant to this Section 6.14 6.20 prior to the Designation Date (in each case measured as of the date of each such Unrestricted Subsidiary’s designation as an Unrestricted Subsidiary) shall not exceed 5the greater of $150.0 million and 5.0% of the Consolidated Total Assets (disregarding any intercompany indebtedness (but not any related cash or hard assets) in such calculation) of the Borrower as of such Designation Date pro forma for such designation. The designation of any Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the Covenant Parties Borrower therein at the date of designation in an amount equal to the net book fair market value of the Covenant Parties’ (as applicable) 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 Covenant Parties 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 Covenant Parties’ (as applicable) Borrower’s Investment in such Subsidiary.

Designation of Subsidiaries. Xxxxxxx (with the consent of the Company) The Designated Company may at any time after the Pushdown Closing Date designate any Restricted Subsidiary of any Covenant Party (other than a Borrower) the Designated Company as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation, no Default shall have occurred and be continuing, (ii) immediately after giving effect to such designation, the Covenant Parties shall be in complianceConsolidated Fixed Charge Coverage Ratio shall, on a Pro Forma Basis, with the covenants set forth in Section 7.11 be at least 1.25 to 1.0 (it being understood that if no Test Period cited in Section 7.11 has passed, the covenants in Section 7.11 for the first Test Period cited in such Section shall be satisfied as of the last four quarters ended andthat, as a condition precedent to the effectiveness of any such designation, Xxxxxxx the Designated Company shall deliver to the Administrative Agent a certificate of a Responsible Officer setting forth in reasonable detail the calculations demonstrating such compliance), (iii) none of the Covenant Parties no Subsidiary may be designated as an Unrestricted Subsidiary, (iv) no Subsidiary may be designated or continue as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of any of the Senior Subordinated DebtNotes, the Term Loan Credit 1096351.01A-CHISR01A1096355.04J-CHISR01A - MSW Agreement, any Additional Senior Unsecured Debt Secured Indebtedness, any Junior Secured Indebtedness, any Other Secured Indebtedness or any Junior Financingother Indebtedness, as applicable, constituting Material Indebtedness, (viv) no Restricted Subsidiary may be designated an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary and Subsidiary, (viv) if a Restricted Subsidiary is being designated as an Unrestricted Subsidiary hereunderunder this Section 5.17, the sum of (A) the fair market value of assets of such Subsidiary as of such date of designation (the “Designation Date”), as set forth on such Subsidiary’s most recent balance sheet, plus (B) the aggregate amount fair market value of assets of all Unrestricted Subsidiaries designated as Unrestricted Subsidiaries pursuant to this Section 6.14 5.17 prior to the Designation Date (in each case measured as of the date of each such Unrestricted Subsidiary’s designation as an Unrestricted Subsidiary) shall not exceed 5% of $500,000,000 in the Total Assets aggregate as of such Designation Date pro forma for such designation, and (vi) no Restricted Subsidiary shall be a Subsidiary of an Unrestricted Subsidiary. The designation of any Subsidiary as an Unrestricted Subsidiary under this Section 5.17 after the Closing Date shall constitute an Investment by the Covenant Parties Designated Company or its applicable Restricted Subsidiary therein at the date of designation in an amount equal to the net book fair market value of the Covenant Parties’ Designated Company’s or such Restricted Subsidiary’s (as applicable) investment Investment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time and (ii) a return on any Investment by the Covenant Parties Designated Company or any of its Restricted Subsidiaries in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the lesser of (x) the fair market value at the date of such designation of the Covenant Parties’ Designated Company’s or its Restricted Subsidiary’s (as applicable) Investment in such Subsidiary and (y) the amount of Investments made by the Designated Company or its Restricted Subsidiaries in such Unrestricted Subsidiary from and after the date of such Subsidiary was designated as an Unrestricted Subsidiary. Notwithstanding the foregoing, in no case shall any Borrower or any Receivables Seller be an Unrestricted Subsidiary.

Designation of Subsidiaries. Xxxxxxx (with the consent of the Company) The BorrowerHoldings may at any time after the Pushdown Date designate any Restricted Subsidiary of any Covenant Party (other than a Borrower) the BorrowerHoldings as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation, no Default shall have occurred and be continuing, (ii) immediately after giving effect to such designation, the Covenant Parties Borrower shall be in compliance, on a Pro Forma Basis, with the covenants covenant set forth in Section 7.11 (it being understood that if no Test Period cited in Section 7.11 has passed, the covenants covenant in Section 7.11 for the first Test Period cited in such Section shall be satisfied as of the last four quarters ended ended) if then in effect, and, as a condition precedent to the effectiveness of any such designation, Xxxxxxx the Borrower shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance), no Event of Default under Sections ‎8.01(a) or, solely with respect to the Borrower, ‎8.01(f) shall have occurred and be continuing and (iii) none of the Covenant Parties may be designated as an Unrestricted Subsidiary, (iv) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of the any Senior Subordinated DebtNotes Documents, the Senior Unsecured Debt ABL Credit Agreement or any Junior Financing, as applicable, and (viv) no Restricted Subsidiary may be designated an Unrestricted Subsidiary if it was previously designated with an Unrestricted Subsidiary and (vi) if a Restricted Subsidiary is being designated as an Unrestricted Subsidiary hereunder, aggregate outstanding principal amount in excess of the sum of (A) Threshold Amount at the assets time of such Subsidiary as of such date of designation (the “Designation Date”), as set forth on such Subsidiary’s most recent balance sheet, plus (B) the aggregate amount of assets of all Unrestricted Subsidiaries designated as Unrestricted Subsidiaries pursuant to this Section 6.14 prior to the Designation Date (in each case measured as of the date of each such Unrestricted Subsidiary’s designation as designatedion an Unrestricted Subsidiary) shall not exceed 5% of the Total Assets as of such Designation Date pro forma for such designation. The designation of any Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the Covenant Parties BorrowerHoldings therein at the date of designation in an amount equal to the net book fair market value of the Covenant PartiesBorrower’sHoldings’ or its Subsidiary’s (as applicable) investment Investment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time and (ii) a return on any Investment by the Covenant Parties BorrowerHoldings 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 Covenant PartiesBorrower’sHoldings’ or its Subsidiary’s (as applicable) Investment in such Subsidiary.

Designation of Subsidiaries. Xxxxxxx (with the consent of the Company) may at any time after the Pushdown Date designate Designate any Restricted Subsidiary of any Covenant Party a Borrower (other than a the Canadian Borrower) as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that of such Borrower unless (i) such Borrower delivers a written notice to the Administrative Agent of such designation, (ii) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing, (iiiii) immediately after giving effect to such designation, the Covenant Parties shall be Total Leverage Ratio is less than 4.75 : 1.00 and the Secured Leverage Ratio is less than 3.00 : 1.00, in compliance, on a Pro Forma Basis, with the covenants set forth in Section 7.11 (it being understood that if no Test Period cited in Section 7.11 has passed, the covenants in Section 7.11 for the first Test Period cited in such Section shall be satisfied each case as of the last day of the most recently completed period of four consecutive fiscal quarters ended ending prior to the date of such designation for which the financial statements and certificates required by Section 5.04(a) or 5.04(b), as the case may be, and Section 5.04(c), have been delivered and, as a condition precedent to the effectiveness of any such designation, Xxxxxxx designation such Borrower shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance), (iii) none of the Covenant Parties may be designated as an Unrestricted Subsidiary, (iv) no such Subsidiary may be is not designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” (or the equivalent) for the purpose of the Senior Subordinated DebtNote Documents or the ABL Credit Facility and is not otherwise generally subject to the representations, the Senior Unsecured Debt warranties, covenants and events of default under such Subordinated Note Documents or any Junior Financing, as applicableABL Credit Facility, (v) no such Restricted Subsidiary may and its subsidiaries do not own any Equity Interests or Indebtedness of, or own or hold any Lien on, any property of any Credit Party (other than any subsidiary of the Subsidiary to be designated an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary and so designated) or (vi) if a Restricted Subsidiary is being designated as an Unrestricted Subsidiary hereundersuch Subsidiary’s subsidiaries have not at the time of designation, and do not, thereafter, create, incur, issue, assume, guarantee, or otherwise become directly or indirectly liable with respect to any Indebtedness pursuant to which the sum lender has recourse to any of (A) the assets of such Subsidiary as of such date of designation (the “Designation Date”), as set forth on such Subsidiary’s most recent balance sheet, plus (B) the aggregate amount of assets of all Unrestricted Subsidiaries designated as Unrestricted Subsidiaries pursuant to this Section 6.14 prior to the Designation Date (in each case measured as of the date of each such Unrestricted Subsidiary’s designation as an Unrestricted Subsidiary) shall not exceed 5% of the Total Assets as of such Designation Date pro forma for such designationany Credit Party. The designation of any Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment therein by the Covenant Parties therein such Borrower and its Restricted Subsidiaries, as applicable, at the date of designation in an amount equal to the net book fair market value of the Covenant Partiesapplicable parties’ investment therein (as applicable) the fair market value of such investment thereinto be calculated without regard to any guarantee provided by such designated or re-designated Unrestricted Subsidiary). The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time and (ii) a return on any Investment by the Covenant Parties such Borrower or any Restricted Subsidiary in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value at the date of such designation of the Covenant Partiessuch Borrower’s and its Restricted Subsidiaries’ (as applicable) Investment in such Subsidiary. Notwithstanding anything to the contrary herein, any Unrestricted Subsidiary that has been redesignated as a Restricted Subsidiary may not be subsequently redesignated as an Unrestricted Subsidiary.

Designation of Subsidiaries. Xxxxxxx (with the consent The board of directors of the Company) Borrower may at any time after the Pushdown Date designate any Restricted Subsidiary of any Covenant Party (other than a Borrower) as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary, subject in each case to the definitions of Restricted Subsidiary and Unrestricted Subsidiary; provided that each Restricted Subsidiary shall at all times be a Guarantor under the Guarantee and Collateral Agreement and, provided further, that except for the Subsidiaries listed on Schedule 6.16 hereof which are, as of the date hereof and until designated otherwise in accordance with the terms hereof, Unrestricted Subsidiaries, no designation by the board of 64 Xxxxx Corporation Credit Agreement directors of the Borrower of any Restricted Subsidiary as an Unrestricted Subsidiary shall be effective unless: (a) the Borrower shall have delivered to the Administrative Agent written notice of such designation, together with (i) a Borrowing Base Certificate, calculating the Borrowing Base as of the date of the proposed effectiveness of such designation, demonstrating that the Total Outstandings will not exceed the Borrowing Base after giving effect to such designation (and any applicable prepayment of Total Outstandings pursuant to Section 2.05(b))and (ii) a certificate, dated the date of such designation, setting forth reasonably detailed calculations demonstrating pro forma compliance with the financial covenants set forth in Section 7.11 after giving effect to such designation; (b) immediately before and after giving effect to such designation, no Default or Event of Default shall have occurred and be continuing, ; and (iic) immediately after giving effect to such designationRestricted Subsidiary (other than any MLP Party) is also an "Unrestricted Subsidiary" under and as defined in the Private Placement Agreement. For avoidance of doubt, the Covenant Parties shall be in compliance, on a Pro Forma Basis, with the covenants set forth in Section 7.11 (it being understood that if no Test Period cited in Section 7.11 has passed, the covenants in Section 7.11 for the first Test Period cited in such Section shall be satisfied as of the last four quarters ended and, as a condition precedent to the effectiveness designation of any such designation, Xxxxxxx shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance), (iii) none of the Covenant Parties may be designated as an Unrestricted Subsidiary, (iv) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” shall constitute for the purpose purposes of the Senior Subordinated Debt, the Senior Unsecured Debt or any Junior Financing, as applicable, (v) no Restricted Subsidiary may be designated Sections 7.02 and 7.06 an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary and (vi) if a Restricted Subsidiary is being designated as an Unrestricted Subsidiary hereunder, the sum of (A) the assets of such Subsidiary as of such date of designation (the “Designation Date”), as set forth on such Subsidiary’s most recent balance sheet, plus (B) the aggregate amount of assets of all Unrestricted Subsidiaries designated as Unrestricted Subsidiaries pursuant to this Section 6.14 prior to the Designation Date (in each case measured Investment therein as of the date of each such Unrestricted Subsidiary’s designation as an Unrestricted Subsidiary) shall not exceed 5% of the Total Assets as of such Designation Date pro forma for such designation. The designation of any Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the Covenant Parties therein at the date of designation in an amount equal to the net book value of the Covenant Parties’ (as applicable) Borrower's or the applicable Restricted Subsidiary's investment therein. The , and the designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) constitute, inter alia, the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time and (ii) a return on any Investment by the Covenant Parties in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value at the date of such designation of the Covenant Parties’ (as applicable) Investment in such Subsidiarytime.

Designation of Subsidiaries. Xxxxxxx (with the consent of the Company) The Borrower may at any time after the Pushdown Effective Date by notice from a Financial Officer of the Borrower to the Administrative Agent designate any Restricted Subsidiary of any Covenant Party (other than a Borrower) as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and immediately after such designation, no Default shall have occurred and be continuing, (ii) immediately after giving effect to such designation, the Covenant Parties Borrower shall be in compliance, on a Pro Forma Basis, compliance with the covenants set forth in Section 7.11 (it being understood that if no Test Period cited in Section 7.11 has passed‎6.01, the covenants in Section 7.11 for the first Test Period cited in such Section shall be satisfied determined on a pro forma basis as of the end of the most recent fiscal quarter for which financial statements of the Borrower have been delivered under Section 5.01, as if such designation had occurred on the last four quarters ended day of such fiscal quarter of the Borrower and, as a condition precedent to the effectiveness of any such designation, Xxxxxxx the Borrower shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance), (iii) none of the Covenant Parties may be designated as an Unrestricted Subsidiary, (iv) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of the Senior Subordinated Debt, the Senior Unsecured Debt or any Junior Financing, as applicable, (v) no Restricted Subsidiary may be designated an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary and (viiv) if a Restricted Subsidiary is being designated as an Unrestricted Subsidiary hereunder, the sum of (A) the fair market value of assets of such Subsidiary as of such date of designation (the “Designation Date”), as set forth on such Subsidiary’s most recent balance sheet, plus (B) the aggregate amount fair market value of assets of all Unrestricted Subsidiaries designated as Unrestricted Subsidiaries pursuant to this Section 6.14 prior to 5.17 as of the Designation Date (in each case measured as of the date of each such Unrestricted Subsidiary’s designation as an Unrestricted Subsidiary) shall not exceed 5% of the Consolidated Total Assets of the Borrower as of such Designation Date pro forma for such designation. The designation of any Subsidiary as an Unrestricted Subsidiary after the Closing Effective Date shall constitute an Investment by the Covenant Parties Borrower therein at the date of designation in an amount equal to the net book fair market value of the Covenant Parties’ (as applicable) 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 Covenant Parties 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 Covenant Parties’ (as applicable) Borrower’s Investment in such Subsidiary.

Designation of Subsidiaries. Xxxxxxx (with the consent of the Company) The Designated Company may at any time after the Pushdown Closing Date designate any Restricted Subsidiary of any Covenant Party (other than a Borrower) the Designated Company as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation, no Default shall have occurred and be continuing, (ii) immediately after giving effect to such designation, the Covenant Parties Designated Company shall be in compliance, on a Pro Forma Basis, with the covenants set forth in Section 7.11 Financial Performance Covenant (it being 1087312.03B-CHISR01A1209777.02-CHISR02A - MSW understood that if no Test Period cited in Section 7.11 has passed, the covenants in Section 7.11 for the first Test Period cited in such Section shall be satisfied as of the last four quarters ended andthat, as a condition precedent to the effectiveness of any such designation, Xxxxxxx the Designated Company shall deliver to the Administrative Agent a certificate of a Responsible Officer setting forth in reasonable detail the calculations demonstrating such compliance), (iii) none the Consolidated Interest Coverage Ratio for the most recently ended four fiscal quarter period for which financial statements have been delivered pursuant to Section 5.01(a) or (b) shall be greater than 2.00 to 1.00 on a Pro Forma Basis (it being understood that, as a condition precedent to the effectiveness of any such designation, the Covenant Parties may be designated as an Unrestricted SubsidiaryDesignated Company shall deliver to the Administrative Agent a certificate of a Responsible Officer setting forth in reasonable detail the calculations demonstrating such Consolidated Interest Coverage Ratio), (iv) no Subsidiary may be designated as an Unrestricted Subsidiary or continue as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of any of the Senior Subordinated DebtNotes, the Revolving Credit Agreement, any Additional Senior Unsecured Debt Secured Indebtedness, any Junior Secured Indebtedness or any Junior Financingother Indebtedness, as applicable, constituting Material Indebtedness, (v) no Restricted Subsidiary may be designated an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary and Subsidiary, (vi) if a Restricted Subsidiary is being designated as an Unrestricted Subsidiary hereunderunder this Section 5.16, the sum of (A) the fair market value of assets of such Subsidiary as of such date of designation (the “Designation Date”), as set forth on such Subsidiary’s most recent balance sheet, plus (B) the aggregate amount fair market value of assets of all Unrestricted Subsidiaries designated as Unrestricted Subsidiaries pursuant to this Section 6.14 5.16 prior to the Designation Date (in each case measured as of the date of each such Unrestricted Subsidiary’s designation as an Unrestricted Subsidiary) shall not exceed 5% of $500,000,000 in the Total Assets aggregate as of such Designation Date pro forma for such designation, (vii) no Restricted Subsidiary shall be a Subsidiary of an Unrestricted Subsidiary and (viii) no Co-Borrower (and no Person that directly or indirectly owns any Equity Interests of a Co-Borrower) may be designated as an Unrestricted Subsidiary. The designation of any Subsidiary as an Unrestricted Subsidiary under this Section 5.16 after the Closing Date shall constitute an Investment by the Covenant Parties Designated Company or its applicable Restricted Subsidiary therein at the date of designation in an amount equal to the net book fair market value of the Covenant Parties’ Designated Company’s or such Restricted Subsidiary’s (as applicable) investment Investment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time and (ii) a return on any Investment by the Covenant Parties Designated Company or any of its Restricted Subsidiaries in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the lesser of (x) the fair market value at the date of such designation of the Covenant Parties’ Designated Company’s or its Restricted Subsidiary’s (as applicable) Investment in such Subsidiary and (y) the amount of Investments made by the Designated Company or its Restricted Subsidiaries in such Unrestricted Subsidiary from and after the date of such Subsidiary was designated as an Unrestricted Subsidiary.

Designation of Subsidiaries. Xxxxxxx (with the consent of the Company) The Designated Company may at any time after the Pushdown Closing Date designate any Restricted Subsidiary of any Covenant Party (other than a Borrower) the Designated Company as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation, no Default shall have occurred and be continuing, (ii) immediately after giving effect to such designation, the Covenant Parties Designated Company shall be in compliance, on a Pro Forma Basis, with the covenants set forth in Section 7.11 Financial Performance Covenant (it being understood that if no Test Period cited in Section 7.11 has passed, the covenants in Section 7.11 for the first Test Period cited in such Section shall be satisfied as of the last four quarters ended andthat, as a condition precedent to the effectiveness of any such designation, Xxxxxxx the Designated Company shall deliver to the Administrative Agent a certificate of a Responsible Officer setting forth in reasonable detail the calculations demonstrating such compliance), (iii) none the Consolidated Interest Coverage Ratio for the most recently ended four fiscal quarter period for which financial statements have been delivered pursuant to Section 5.01(a) or (b) shall be greater than 2.00 to 1.00 on a Pro Forma Basis (it being understood that, as a condition precedent to the effectiveness of any such designation, the Covenant Parties may be designated as an Unrestricted SubsidiaryDesignated Company shall deliver to the Administrative Agent a certificate of a Responsible Officer setting forth in reasonable detail the calculations demonstrating such Consolidated Interest Coverage Ratio), (iv) no Subsidiary may be designated as an Unrestricted Subsidiary or continue as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of any of the Senior Subordinated DebtNotes, the Revolving Credit Agreement, any Additional Senior Unsecured Debt Secured Indebtedness, any Junior Secured Indebtedness or any Junior Financingother Indebtedness, as applicable, constituting Material Indebtedness, (v) no Restricted Subsidiary may be designated an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary and Subsidiary, (vi) if a Restricted Subsidiary is being designated as an Unrestricted Subsidiary hereunderunder this Section 5.16, the sum of (A) the fair market value of assets of such Subsidiary as of such date of designation (the “Designation Date”), as set forth on such Subsidiary’s most recent balance sheet, plus (B) the aggregate amount fair market value of assets of all Unrestricted Subsidiaries designated as Unrestricted Subsidiaries pursuant to this Section 6.14 5.16 prior to the Designation Date (in each case measured as of the date of each such Unrestricted Subsidiary’s designation as an Unrestricted Subsidiary) shall not exceed 5% of $500,000,000 in the Total Assets aggregate as of such Designation Date pro forma for such designation, (vii) no Restricted Subsidiary shall be a Subsidiary of an Unrestricted Subsidiary and (viii) no Co-Borrower (and no Person that directly or indirectly owns any Equity Interests of a Co-Borrower) may be designated as an Unrestricted Subsidiary. The designation of any Subsidiary as an Unrestricted Subsidiary under this Section 5.16 after the Closing Date shall constitute an Investment by the Covenant Parties Designated Company or its applicable Restricted Subsidiary therein at the date of designation in an amount equal to the net book fair market value of the Covenant Parties’ Designated Company’s or such Restricted Subsidiary’s (as applicable) investment Investment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time and (ii) a return on any Investment by the Covenant Parties Designated Company or any of its Restricted Subsidiaries in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the lesser of (x) the fair market value at the date of such designation of the Covenant Parties’ Designated Company’s or its Restricted Subsidiary’s (as applicable) Investment in such Subsidiary and (y) the amount of Investments made by the Designated Company or its Restricted Subsidiaries in such Unrestricted Subsidiary from and after the date of such Subsidiary was designated as an Unrestricted Subsidiary.. 187

Designation of Subsidiaries. Xxxxxxx (with the consent of the Company) may at any time after the Pushdown Date No Loan Party will designate any Restricted Subsidiary of any Covenant Party (other than a Borrower) as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that unless (i) the Borrower Representative delivers a written notice to the Administrative Agent of such designation, (ii) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing, (iiiii) immediately after giving effect to such designation, the Covenant Parties shall be in compliance, on a Pro Forma Basis, with the covenants set forth in Section 7.11 (it being understood that if no Test Period cited in Section 7.11 has passed, the covenants in Section 7.11 for the first Test Period cited in such Section shall be satisfied Total Leverage Ratio is less than 4.75 to 1.00 as of the last day of the most recently completed period of four consecutive fiscal quarters ended ending prior to the date of such designation for which the financial statements and certificates required by Section 5.01(a) or 5.01(b), as the case may be, and Section 5.01(d), have been delivered and, as a condition precedent to the effectiveness of any the designation such designation, Xxxxxxx Borrower Representative shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance), (iii) none of the Covenant Parties may be designated as an Unrestricted Subsidiary, (iv) no such Subsidiary may be is not designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” (or the equivalent) for the purpose of the 2021 Senior Subordinated DebtNotes, the 2024 Senior Unsecured Debt Notes, any Subordinated Indebtedness of the Loan Parties or any Junior FinancingPermitted Term Debt Documents and is not otherwise generally subject to the representations, as applicablewarranties, covenants and events of default under the 2021 Senior Notes, the 2024 Senior Notes, any Subordinated Indebtedness of the Loan Parties or such Permitted Term Debt Documents, (v) no such Restricted Subsidiary may be designated an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary and its subsidiaries do not own any Equity Interests or Indebtedness of, or own or hold any Lien on, any property of any Loan Party, (vi) if a Restricted such Subsidiary is being designated as an Unrestricted Subsidiary hereunderor such Subsidiary’s subsidiaries have not at the time of designation, and do not, thereafter, create, incur, issue, assume, guarantee, or otherwise become directly or indirectly liable with respect to any Indebtedness pursuant to which the sum lender has recourse to any of (A) the assets of any Loan Party, (vii) such Subsidiary is not WESCO Receivables or any Subsidiary which holds any Equity Interests or Indebtedness of WESCO Receivables, (viii) the revenues of such Subsidiary, as of such date end of designation (any fiscal year, for the “Designation Date”)period of four consecutive fiscal quarters then ended, as set forth on such Subsidiary’s most recent balance sheet, plus (B) the aggregate amount of assets of all Unrestricted Subsidiaries designated as Unrestricted Subsidiaries pursuant to this Section 6.14 prior to the Designation Date (in each case measured as of the date of each such Unrestricted Subsidiary’s designation as an Unrestricted Subsidiary) shall not exceed were less than 5% of the Total Assets consolidated revenues of Holdings and its Subsidiaries for such period, (ix) the revenues of such Subsidiary, as of such Designation Date pro forma end of any fiscal year, for the period of four consecutive fiscal quarters then ended, when taken together with the revenues of all Excluded Subsidiaries and all other Unrestricted Subsidiaries were less than 15% of the consolidated revenues of Holdings and its Subsidiaries for such designationperiod, (x) the consolidated assets of such Subsidiary, as of end of any fiscal year, were less than 5% of the consolidated total assets of Holdings and its Subsidiaries as of the end of such fiscal year, and (xi) the consolidated assets of such Subsidiary, as of end of any fiscal year, when taken together with the consolidated assets of all Excluded Subsidiaries and all other Unrestricted Subsidiaries were less than 15% of the consolidated total assets of Holdings and its Subsidiaries as of the end of such fiscal year (in the case of each of the foregoing clauses (viii) through (xi), as reflected on the most recent annual or quarterly consolidated financial statements of Holdings and its Subsidiaries). The designation of any Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment therein by the Covenant Parties therein such Borrower and its Restricted Subsidiaries, as applicable, at the date of designation in an amount equal to the net book fair market value of the Covenant Partiesapplicable parties’ investment therein (as applicable) the fair market value of such investment thereinto be calculated without regard to any guarantee provided by such designated or re designated Unrestricted Subsidiary). The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (iA) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time and (iiB) a return on any Investment by the Covenant Parties such Borrower or any Restricted Subsidiary in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value at the date of such designation of the Covenant Partiessuch Borrower’s and its Restricted Subsidiaries’ (as applicable) Investment in such Subsidiary. Notwithstanding anything to the contrary herein, any Unrestricted Subsidiary that has been redesignated as a Restricted Subsidiary may not be subsequently redesignated as an Unrestricted Subsidiary.

Designation of Subsidiaries. Xxxxxxx (with the consent of the Company) The Designated Company may at any time after the Pushdown Effective Date designate any Restricted Subsidiary of any Covenant Party (other than a Borrower) the Designated Company as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation, no Default shall have occurred and be continuing, (ii) immediately after giving effect to such designation, the Covenant Parties Designated Company shall be in compliance, on a Pro Forma Basis, with the covenants set forth in Section 7.11 Financial Performance Covenant (it being understood that if no Test Period cited in Section 7.11 has passed, the covenants in Section 7.11 for the first Test Period cited in such Section shall be satisfied as of the last four quarters ended andthat, as a condition precedent to the effectiveness of any such designation, Xxxxxxx the Designated Company shall deliver to the Administrative Agent a certificate of a Responsible Officer setting forth in reasonable detail the calculations demonstrating such compliance), (iii) none the Consolidated Interest Coverage Ratio for the most recently ended four fiscal quarter period for which financial statements have been delivered pursuant to Section 5.01(a) or (b) shall be greater than 2.00 to 1.00 on a Pro Forma Basis (it being understood that, as a condition precedent to the effectiveness of any such designation, the Covenant Parties may be designated as an Unrestricted SubsidiaryDesignated Company shall deliver to the Administrative Agent a certificate of a Responsible Officer setting forth in reasonable detail the calculations demonstrating such Consolidated Interest Coverage Ratio), (iv) no Subsidiary may be designated as an Unrestricted Subsidiary or continue as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of any of the Senior Subordinated DebtNotes, the Revolving Credit Agreement, the Secured Term Loan Credit Agreement, any Additional Senior Unsecured Debt Secured Indebtedness, any Junior Secured Indebtedness or any Junior Financingother Indebtedness, as applicable, 1066931.03C-XXXXX000000000.04-CHISR02A - MSW constituting Material Indebtedness, (v) no Restricted Subsidiary may be designated an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary and Subsidiary, (vi) if a Restricted Subsidiary is being designated as an Unrestricted Subsidiary hereunderunder this Section 5.16, the sum of (A) the fair market value of assets of such Subsidiary as of such date of designation (the “Designation Date”), as set forth on such Subsidiary’s most recent balance sheet, plus (B) the aggregate amount fair market value of assets of all Unrestricted Subsidiaries designated as Unrestricted Subsidiaries pursuant to this Section 6.14 5.16 prior to the Designation Date (in each case measured as of the date of each such Unrestricted Subsidiary’s designation as an Unrestricted Subsidiary) shall not exceed 5% of $500,000,000 in the Total Assets aggregate as of such Designation Date pro forma for such designation, (vii) no Restricted Subsidiary shall be a Subsidiary of an Unrestricted Subsidiary and (viii) the Borrower (and each Person that directly or indirectly owns any Equity Interests of the Borrower) may not be designated as an Unrestricted Subsidiary. The designation of any Subsidiary as an Unrestricted Subsidiary under this Section 5.16 after the Closing Effective Date shall constitute an Investment by the Covenant Parties Designated Company or its applicable Restricted Subsidiary therein at the date of designation in an amount equal to the net book fair market value of the Covenant Parties’ Designated Company’s or such Restricted Subsidiary’s (as applicable) investment Investment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time and (ii) a return on any Investment by the Covenant Parties Designated Company or any of its Restricted Subsidiaries in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the lesser of (x) the fair market value at the date of such designation of the Covenant Parties’ Designated Company’s or its Restricted Subsidiary’s (as applicable) Investment in such Subsidiary and (y) the amount of Investments made by the Designated Company or its Restricted Subsidiaries in such Unrestricted Subsidiary from and after the date of such Subsidiary was designated as an Unrestricted Subsidiary.

Designation of Subsidiaries. Xxxxxxx (with the consent The board of directors of the Company) Borrower may at any time after the Pushdown Date designate any Restricted Subsidiary of any Covenant Party (other than a Borrower) as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted SubsidiarySubsidiary (any such designation, a “Subsidiary Designation”); provided that that: (i) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing, ; (ii) immediately after giving effect to such designation, the Covenant Parties Borrower shall be in compliance, on a Pro Forma Basis, with the covenants set forth in Section 7.11 (it being understood that if no Test Period cited in Section 7.11 has passed, the covenants in Section 7.11 for the first Test Period cited in such Section shall be satisfied Sections 9.07 and 9.08 as of the last four quarters day of the most recently ended and, as a condition precedent to the effectiveness of any such designation, Xxxxxxx shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance), Calculation Period; (iii) none of the Covenant Parties may be designated as an Unrestricted Subsidiary, (iv) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiaryrestricted subsidiary” immediately after giving effect to any such designation hereunder for the purpose purposes of the Senior Subordinated DebtSecured Notes Documents, the Senior 9.25% Notes Documents, any Permitted Subordinated Debt Documents, any Permitted Unsecured Debt Documents, any Revolving Loan Document, any document with respect to Indebtedness permitted by Section 9.04(ii), 9.04(xviii) or 9.04(xix), or any Junior FinancingPermitted Refinancing Debt Documents in respect of the foregoing, as applicable, ; (iv) [Intentionally Omitted]; (v) no in the case of a designation of a Restricted Subsidiary may be designated as an Unrestricted Subsidiary, (1) such Subsidiary to be so designated shall satisfy all of the requirements of an “Unrestricted Subsidiary” as set forth in the definition thereof, (2) if it was previously such Restricted Subsidiary to be so designated an is directly owned by the Borrower or any of its Wholly-Owned Domestic Restricted Subsidiaries, 100% of the Equity Interests of such Subsidiary are owned by the Borrower or such Wholly-Owned Domestic Restricted Subsidiary, (3) all of the provisions of Section 8.11 shall be complied with in respect of such newly designated Unrestricted Subsidiary and (vi4) if a Restricted the Investment resulting from the designation of such Subsidiary is being designated as an Unrestricted Subsidiary hereunder, as provided in the sum following sentence is permitted by Section 9.05(xxii) or (xxiii); (vi) in the case of (A) the assets a designation of such an Unrestricted Subsidiary as of a Restricted Subsidiary, (1) all representations and warranties contained herein and in the other Credit Documents shall be true and correct in all material respects with the same effect as though such date of designation (the “Designation Date”), as set forth representations and warranties had been made on such Subsidiary’s most recent balance sheet, plus (B) the aggregate amount of assets of all Unrestricted Subsidiaries designated as Unrestricted Subsidiaries pursuant to this Section 6.14 prior to the Designation Date (in each case measured and as of the date of each such designation (both before and after giving effect thereto), unless stated to relate to a specific earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date, (2) all actions which would be required to be taken pursuant to Section 8.11 in connection with the establishment, creation or acquisition of a new Restricted Subsidiary are taken after such designation, (3) except in the case of a deemed designation as provided in the first proviso to the definition of “Unrestricted Subsidiary’s ”, such Subsidiary shall be a Wholly-Owned Subsidiary of the Borrower (both before and after giving effect to such designation), and (4) the Indebtedness and Liens of such Subsidiary resulting from the designation of such Subsidiary as a Restricted Subsidiary as provided in the following sentence are permitted under Section 9.04 or 9.01, as applicable; (vii) in no event may any License Subsidiary be designated as an Unrestricted Subsidiary; and (viii) the Borrower shall not exceed 5% have delivered to the Administrative Agent an officer’s certificate executed by an Authorized Officer of the Total Assets as Borrower, certifying to such officer’s knowledge, compliance with the requirements of such Designation Date pro forma for such designationpreceding clauses (i) through (vii), inclusive, and containing the calculations of compliance (in reasonable detail) with preceding clause (ii). The designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the Covenant Parties Borrower therein at the date of designation in an amount equal to the net book value Fair Market Value of all outstanding Investments owned by the Covenant Parties’ (as applicable) investment thereinBorrower and its Restricted Subsidiaries in the respective Subsidiary at the time that such Subsidiary is designated an Unrestricted Subsidiary. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence by a Restricted Subsidiary 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 Covenant Parties in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value at the date of such designation of the Covenant Parties’ (as applicable) Investment in such Subsidiarytime.

Designation of Subsidiaries. Xxxxxxx The board of directors (with the consent or similar governing body) of the Company) Company may at any time after the Pushdown Date designate any Restricted Subsidiary of any Covenant Party (other than a 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, (ii) immediately before and after giving effect to such designation, the Covenant Parties Company and its Subsidiaries shall be in compliance, compliance on a Pro Forma Basis, Basis with the covenants set forth in Section 7.11 (it being understood that if no Test Period cited in Section 7.11 has passed, the covenants in Section 7.11 for the first Test Period cited in such Section shall be satisfied as of the last four quarters ended and, as a condition precedent to the effectiveness of any such designation, Xxxxxxx shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance)Financial Covenants, (iii) none of the Covenant Parties may be designated as an Unrestricted Subsidiary, (iv) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for restricted subsidiary under the purpose terms of any other Indebtedness of the Senior Subordinated DebtCompany or its Restricted Subsidiaries, (iv) each Subsidiary to be designated as “Unrestricted” and its subsidiaries has not at the Senior Unsecured Debt time of designation, and does not thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect to any Indebtedness pursuant to which the lender thereof has recourse to any of the assets of the Company or any Junior FinancingRestricted Subsidiary (other than pursuant to guarantees otherwise permitted under the Loan Documents), as applicable, and (v) no Restricted Subsidiary may be designated an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary and the Company shall deliver to the Agent a certificate of a Responsible Officer of the Company, together with all relevant financial information reasonably requested by the Agent, demonstrating compliance with the foregoing clauses (i) through (vi) of this Section 6.15 and, if a Restricted Subsidiary is being designated applicable, certifying that such subsidiary meets the requirements of an “Unrestricted Subsidiary.” The designation of any subsidiary as an Unrestricted Subsidiary hereunder, the sum of (A) the assets of such Subsidiary as of such date of designation (the “Designation Date”), as set forth on such Subsidiary’s most recent balance sheet, plus (B) the aggregate amount of assets of all Unrestricted Subsidiaries designated as Unrestricted Subsidiaries pursuant to this Section 6.14 prior to the Designation Date (in each case measured as of the date of each such Unrestricted Subsidiary’s designation as an Unrestricted Subsidiary) shall not exceed 5% of the Total Assets as of such Designation Date pro forma for such designation. The designation of any Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the Covenant Parties Company therein at the date of designation in an amount equal to the net book fair market value of the Covenant Parties’ (Company’s Investment therein as applicable) investment thereinof the date of such designation. No Restricted Subsidiary shall be designated as an Unrestricted Subsidiary at any time that the limitations on Investments set forth in Section 7.08 are not in effect. 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 Covenant Parties in time. Amounts attributable to Unrestricted Subsidiaries pursuant to shall be excluded for purposes of all financial calculations under the preceding sentence in an amount equal to the fair market value at the date of such designation of the Covenant Parties’ (as applicable) Investment in such SubsidiaryLoan Documents.

Designation of Subsidiaries. Xxxxxxx (with the consent of the Company) The Designated Company may at any time after the Pushdown Effective Date designate any Restricted Subsidiary of any Covenant Party (other than a Borrower) the Designated Company as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation, no Default shall have occurred and be continuing, (ii) immediately after giving effect to such designation, the Covenant Parties Designated Company shall be in compliance, on a Pro Forma Basis, with the covenants set forth in Section 7.11 Financial Performance Covenant (it being understood that if no Test Period cited in Section 7.11 has passed, the covenants in Section 7.11 for the first Test Period cited in such Section shall be satisfied as of the last four quarters ended andthat, as a condition precedent to the effectiveness of any such designation, Xxxxxxx the Designated Company shall deliver to the Administrative Agent a certificate of a Responsible Officer setting forth in reasonable detail the calculations demonstrating such compliance), (iii) none the Consolidated Interest Coverage Ratio for the most recently ended four fiscal quarter period for which financial statements have been delivered on or prior to the Effective Date, or otherwise pursuant to Section 5.01(a) or (b) shall be greater than 2.00 to 1.00 on a Pro Forma Basis (it being understood that, as a condition precedent to the effectiveness of any such designation, the Covenant Parties may be designated as an Unrestricted SubsidiaryDesignated Company shall deliver to the Administrative Agent a certificate of a Responsible Officer setting forth in reasonable detail the calculations demonstrating such Consolidated Interest Coverage Ratio), (iv) no Subsidiary may be designated as an Unrestricted Subsidiary or continue as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of any of the Senior Subordinated DebtNotes, the Revolving Credit Agreement, the Secured Term Loan Credit Agreement, any Additional Senior Unsecured Debt Secured Indebtedness, any Junior Secured Indebtedness or any Junior Financingother Indebtedness, as applicable, constituting Material Indebtedness, (v) no Restricted Subsidiary may be designated an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary and Subsidiary, (vi) if a Restricted Subsidiary is being designated as an Unrestricted Subsidiary hereunderunder this Section 5.16, the sum of (A) the fair market value of assets of such Subsidiary as of such date of designation (the “Designation Date”), as set forth on such Subsidiary’s most recent balance sheet, plus (B) the aggregate amount fair market value of assets of all Unrestricted Subsidiaries designated as Unrestricted Subsidiaries pursuant to this Section 6.14 5.16 prior to the Designation Date (in each case measured as of the date of each such Unrestricted Subsidiary’s designation as an Unrestricted Subsidiary) shall not exceed 5% of $500,000,000 in the Total Assets aggregate as of such Designation Date pro forma for such designation, (vii) no Restricted Subsidiary shall be a Subsidiary of an Unrestricted Subsidiary and (viii) the Borrower (and each Person that directly or indirectly owns any Equity Interests of the Borrower) may not be designated as an Unrestricted Subsidiary. The designation of any Subsidiary as an Unrestricted Subsidiary under this Section 5.16 after the Closing Effective Date shall constitute an Investment by the Covenant Parties Designated Company or its applicable Restricted Subsidiary therein at the date of designation in an amount equal to the net book fair market value of the Covenant Parties’ Designated Company’s or such Restricted Subsidiary’s (as applicable) investment Investment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time and (ii) a return on any Investment by the Covenant Parties Designated Company or any of its Restricted Subsidiaries in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the lesser of (x) the fair market value at the date of such designation of the Covenant Parties’ Designated Company’s or its Restricted Subsidiary’s (as applicable) Investment in such Subsidiary and (y) the amount of Investments made by the Designated Company or its Restricted Subsidiaries in 1104695.02A-CHISR01A - MSW such Unrestricted Subsidiary from and after the date of such Subsidiary was designated as an Unrestricted Subsidiary.

Designation of Subsidiaries. Xxxxxxx (with the consent The Borrower's board of the Company) directors may at any time after the Pushdown Date designate any Restricted Subsidiary of any Covenant Party (other than a Borrower) as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation, no Default shall have occurred and be continuingcontinuing (including, without limitation, any Default as a result of a breach of the covenants set forth in Sections 6.01, 6.02 and 6.04), (ii) immediately after giving effect to such designation, the Covenant Parties Borrower shall be in compliance, on a Pro Forma Basispro forma basis, with the covenants set forth in Section 7.11 6.13 and Section 6.14 (it being understood that if no Test Period cited in Section 7.11 has passed, the covenants in Section 7.11 for the first Test Period cited in such Section shall be satisfied as of the last four quarters ended and, as a condition precedent to the effectiveness of any such designation, Xxxxxxx the Borrower shall deliver to the Administrative Agent a copy of the board resolution giving effect to such designation and a certificate of a Financial Officer setting forth in reasonable detail the calculations demonstrating such compliance), (iii) none of the Covenant Parties may be designated as an Unrestricted Subsidiary, (iv) no Subsidiary may be designated as an Unrestricted Subsidiary if under this Agreement unless it is a “Restricted is, or will concurrently become, an "Unrestricted Subsidiary” " as defined in, and for the purpose of the Senior Subordinated Debtall purposes of, the Senior Unsecured Debt or any Junior Financing, as applicable, Documents and (viv) no Restricted Unrestricted Subsidiary may be designated an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary and (vi) if as a Restricted Subsidiary is being designated under this Agreement unless it is, or will concurrently become, a "Restricted Subsidiary" as an Unrestricted Subsidiary hereunderdefined in, and for all purposes of, the sum of (A) the assets of such Subsidiary as of such date of designation (the “Designation Date”), as set forth on such Subsidiary’s most recent balance sheet, plus (B) the aggregate amount of assets of all Unrestricted Subsidiaries designated as Unrestricted Subsidiaries pursuant to this Section 6.14 prior to the Designation Date (in each case measured as of the date of each such Unrestricted Subsidiary’s designation as an Unrestricted Subsidiary) shall not exceed 5% of the Total Assets as of such Designation Date pro forma for such designationSenior Unsecured Debt Documents. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment investment by the Covenant Parties Borrower therein at the date of designation in an amount equal to the net book value of the Covenant Parties’ (as applicable) 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 Debt or Liens of such Subsidiary existing at such time and (ii) a return on any Investment by the Covenant Parties in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value at the date of such designation of the Covenant Parties’ (as applicable) Investment in such Subsidiarytime.

Designation of Subsidiaries. Xxxxxxx (with the consent of the Company) The Borrower may at any time after the Pushdown Date designate any Restricted Subsidiary of any Covenant Party (other than a Borrower) as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted SubsidiarySubsidiary upon prior written notice to the Administrative Agent; provided that (i) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing, (ii) immediately after giving effect to such designation, the Covenant Parties Borrower shall be in compliance, on a Pro Forma Basis, with the covenants covenantscovenant set forth in Section 7.11 6.12 and 6.13 as at the date of the last ended Test Period (it being understood that if no Test Period cited in Section 7.11 has passed, the covenants in Section 7.11 for the first Test Period cited in such Section shall be satisfied as of the last four quarters ended and, as a condition precedent to the effectiveness of any such designation, Xxxxxxx the Borrower shall deliver to the Administrative Agent a certificate of a Financial Officer of the Borrower setting forth in reasonable detail the calculations demonstrating such compliance), (iii) none of the Covenant Parties may be designated as an Unrestricted Subsidiary, (iv) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” (or any other defined term having a similar purpose) for the purpose of the Senior any Subordinated Debt, the Senior Unsecured Debt or any Junior Financing, Documents (unless concurrently designated as applicablean Unrestricted Subsidiary under such documents as well), (viv) no Restricted Subsidiary may be designated an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary, (v) no Restricted Subsidiary and may be designated an Unrestricted Subsidiary if it owns any Equity Interests of, or holds any Indebtedness of, any other Restricted Subsidiary, (vi) if a Restricted Subsidiary is being designated as an Unrestricted Subsidiary hereunder, the sum of (A) the net tangible assets of such Subsidiary as of such date of designation (the “Designation Date”), as set forth on such Subsidiary’s most recent balance sheet, plus (B) the aggregate amount of net tangible assets of all Unrestricted Subsidiaries designated as Unrestricted Subsidiaries pursuant to this Section 6.14 5.17 prior to the Designation Date (in each case measured as of the date of each such Unrestricted Subsidiary’s designation as an Unrestricted Subsidiary) shall not exceed 5(i) 5.0% of Consolidated Net Tangible Assets at such date or (ii) 5.0% of Consolidated EBITDA for the Total Assets period of four Fiscal Quarters most recently ended for which financial statements have been or are required to have been delivered pursuant to Sections 4.01(h), 5.01(a) or 5.01(b), as applicable, as of such Designation Date Date, in each case, pro forma for such designation, and (vii) the Borrower shall have delivered to the Administrative Agent a certificate of a Financial Officer of the Borrower on behalf of the Borrower certifying compliance with the provisions of this Section 5.17 setting forth in reasonable detail the computations necessary to determine such compliance. The designation of any Subsidiary as an Unrestricted Subsidiary after the Closing Effective Date shall constitute an Investment by the Covenant Parties Borrower and its Restricted Subsidiaries, as applicable, therein at the date of designation Designation Date in an amount equal to the net book value of the Covenant Partiesapplicable parties’ (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 Investmentall Investments, Indebtedness or and Liens of such Subsidiary existing at such time and (ii) a return on any Investment by the Covenant Parties Borrower or any Restricted Subsidiary in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value at the date of such designation of the Covenant PartiesBorrower’s and its Restricted Subsidiaries’ (as applicable) Investment in such Subsidiary. On or promptly after the date of its formation, acquisition, designation or re-designation, as applicable, each Unrestricted Subsidiary (other than an Unrestricted Subsidiary that is a Non-U.S. Subsidiary) shall have entered into a tax sharing agreement containing terms that, in the reasonable judgment of the Administrative Agent, provide for an appropriate allocation of tax liabilities and benefits.

Designation of Subsidiaries. Xxxxxxx (with the consent of the Company) may at At any time after the Pushdown Date Effective Date, the Borrower Representative may, in addition to the Unrestricted Subsidiaries listed on Schedule 1.01(c) on the Effective Date, designate any Restricted Subsidiary of any Covenant Party (other than a Borroweran Interim Holdco) as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted SubsidiarySubsidiary upon prior written notice to the Administrative Agent; provided that (i) [***], each Subsidiary of the Company organized under the laws of a jurisdiction other than the United States (or any State thereof), the District of Columbia, Canada (or any Province thereof) or England and Subsidiaries organized under the laws of the United States (or any state thereof), the District of Columbia, Canada (or any Province thereof) or England that are immaterial to the business of the Loan Parties taken as a whole shall be the only Subsidiaries eligible to be designated as Unrestricted Subsidiaries on Schedule 1.01(c) or pursuant to this Section 5.14, (ii) in the case of designation of any Restricted Subsidiary as an Unrestricted Subsidiary, immediately before and after such designation, no Specified Default shall have occurred and be continuing, (iiiii) in the case of designation of any Restricted Subsidiary as an Unrestricted Subsidiary, immediately after giving effect to such designation, the Covenant Parties Borrowers shall be in compliance, on a Pro Forma Basispro forma basis, with the covenants set forth in Section 7.11 6.13 (it being understood that if no Test Period cited in Section 7.11 has passed, the covenants in Section 7.11 for the first Test Period cited in such Section shall be satisfied as of the last four quarters ended and, as a condition precedent to the effectiveness of any such designation, Xxxxxxx the Borrower Representative shall deliver to the Administrative Agent a certificate of a Financial Officer setting forth in reasonable detail the calculations demonstrating such compliance), (iii) none of the Covenant Parties may be designated as an Unrestricted Subsidiary, (iv) no Subsidiary may be designated as an Unrestricted Subsidiary on Schedule 1.01(c) or pursuant to this Section 5.14 if it is a “Restricted Subsidiary” (or any other defined term having a similar purpose) for the purpose of the Senior Subordinated Debt, 2009 Note Documents or the Senior Unsecured Debt or any Junior Financing, 2010 Note Documents (unless concurrently designated as applicablean Unrestricted Subsidiary under such documents as well), (v) no Restricted Subsidiary may be designated an Unrestricted Subsidiary on Schedule 1.01(c) or pursuant to this Section 5.14 if it was previously designated an Unrestricted Subsidiary and Subsidiary, (vi) no Restricted Subsidiary may be designated an Unrestricted Subsidiary if it owns any Equity Interests of, or holds any Indebtedness of, any other Restricted Subsidiary, (vii) if a Restricted Subsidiary is being designated as an Unrestricted Subsidiary hereunder, (A) the sum of (Ai) the net tangible assets of such Subsidiary as of such date of designation (the “Designation Date”), as set forth on such Subsidiary’s most recent balance sheet, plus (Bii) the aggregate amount of total assets of all Unrestricted Subsidiaries listed on Schedule 1.01(c) on the Effective Date (other than the [***]) plus the aggregate amount of total assets of all Unrestricted Subsidiaries designated as Unrestricted Subsidiaries pursuant to this Section 6.14 5.14 prior to the Designation Date (in each case measured as of such date) shall not exceed 5.0% of the consolidated total assets of the Company and its Subsidiaries (other than the [***]) at such date, pro forma for such designation and (B) the sum of (i) the EBITDA contributed by such Subsidiary as of the Designation Date, plus (ii) the aggregate amount of EBITDA contributed by all Unrestricted Subsidiaries listed on Schedule 1.01(c) on the Effective Date (other than the [***]) plus the aggregate amount of total EBITDA of all Unrestricted Subsidiaries designated as Unrestricted Subsidiaries pursuant to this Section 5.14 prior to the Designation Date (in each case measured as of the date of each such Unrestricted Subsidiary’s designation as an Unrestricted SubsidiaryDesignation Date) shall not exceed 55.0% of EBITDA for the Total Assets period of four fiscal quarters of the Company and its Subsidiaries (other than [***]) most recently ended for which financial statements have been or are required to have been delivered pursuant to Sections 4.01(b), 5.01(a) or 5.01(b), as applicable, as of such Designation Date Date, pro forma for such designation, and (viii) the Borrower Representative shall have delivered to the Administrative Agent a certificate of a Financial Officer certifying compliance with the provisions of this Section 5.14 setting forth in reasonable detail the computations necessary to determine such compliance. The Notwithstanding the foregoing, the designation of any Subsidiary as an Unrestricted Subsidiary after the Closing Effective Date shall constitute an Investment investment by the Covenant Parties Company and its Restricted Subsidiaries, as applicable, therein at the date of designation Designation Date in an amount equal to the net book value of the Covenant Partiesapplicable parties’ (as applicable) investment therein. Subject to Section 5.13(a), any Subsidiary of an Unrestricted Subsidiary shall automatically be deemed to be 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 Investmentall investments, Indebtedness or and Liens of such Subsidiary existing at such time and (ii) a return on any Investment investment by the Covenant Parties Company or any Restricted Subsidiary in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value at the date of such designation of the Covenant PartiesCompany’s and its Restricted Subsidiaries’ (as applicable) Investment investment in such Subsidiary.. [Names redacted]

Designation of Subsidiaries. Xxxxxxx (with the consent of the Company) The Designated Company may at any time after the Pushdown Closing Date designate any Restricted Subsidiary of any Covenant Party (other than a Borrower) the Designated Company as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation, no Default shall have occurred and be continuing, (ii) immediately after giving effect to such designation, the Covenant Parties Designated Company shall be in compliance, on a Pro Forma Basis, with the covenants set forth in Section 7.11 Financial Performance Covenant (it being understood that if no Test Period cited in Section 7.11 has passed, the covenants in Section 7.11 for the first Test Period cited in such Section shall be satisfied as of the last four quarters ended andthat, as a condition precedent to the effectiveness of any such designation, Xxxxxxx the Designated Company shall deliver to the Administrative Agent a certificate of a Responsible Officer setting forth in reasonable detail the calculations demonstrating such compliance), (iii) none the Consolidated Interest Coverage Ratio for the most recently ended four fiscal quarter period for which financial statements have been delivered pursuant to Section 5.01(a) or (b) shall be greater than 2.00 to 1.00 on a Pro Forma Basis (it being understood that, as a condition precedent to the effectiveness of any such designation, the Covenant Parties may be designated as an Unrestricted SubsidiaryDesignated Company shall deliver to the Administrative Agent a certificate of a Responsible Officer setting forth in reasonable detail the calculations demonstrating such Consolidated Interest Coverage Ratio), (iv) no Subsidiary may be designated as an Unrestricted Subsidiary or continue as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of any of the Senior Subordinated DebtNotes, the Revolving Credit Agreement, any Additional Senior Unsecured Debt Secured Indebtedness, any Junior Secured Indebtedness or any Junior Financingother Indebtedness, as applicable, constituting Material Indebtedness, (v) no Restricted Subsidiary may be designated an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary and Subsidiary, (vi) if a Restricted Subsidiary is being designated as an Unrestricted Subsidiary hereunder, the sum of (A) the fair market value of assets of such Subsidiary as of such date of designation (the “Designation Date”), as set forth on such Subsidiary’s most recent balance sheet, plus (B) the aggregate amount fair market value of assets of all Unrestricted Subsidiaries designated as Unrestricted Subsidiaries pursuant to this Section 6.14 5.16 prior to the Designation Date (in each case measured as of the date of each such Unrestricted Subsidiary’s designation as an Unrestricted Subsidiary) shall not exceed 5% of $500,000,000 in the Total Assets aggregate as of such Designation Date pro forma for such designation, and (vii) no Restricted Subsidiary shall be a Subsidiary of an Unrestricted Subsidiary and (viii) no Co-Borrower (and no Person that directly or indirectly owns any Equity Interests of a CoBorrower) may be designated as an Unrestricted Subsidiary. The designation of any Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the Covenant Parties Designated Company or its applicable Restricted Subsidiary therein at the date of designation in an amount equal to the net book fair market value of the Covenant Parties’ Designated Company’s or such Restricted 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 Covenant Parties Designated Company or any of its Restricted Subsidiaries in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the lesser of (x) the fair market value at the date of such designation of the Covenant Parties’ Designated Company’s or its Restricted Subsidiary’s (as applicable) Investment in such Subsidiary and (y) the amount of Investments made by the Designated Company or its Restricted Subsidiaries in such Unrestricted Subsidiary from and after the date of such Subsidiary was designated as an Unrestricted Subsidiary.. 1117312.02-CHISR02A - MSW

Designation of Subsidiaries. Xxxxxxx (with the consent of the Companya) The Parent Borrower may at any time after the Pushdown Date (i) designate any Restricted Subsidiary of any Covenant Party (Subsidiary, other than a any Borrower) , as an Unrestricted Subsidiary unless such Restricted Subsidiary or any of its Subsidiaries owns any Capital Stock or Indebtedness of, or owns or holds any lien on any property of, the Parent Borrower or any other Restricted Subsidiary of the Parent Borrower that is not a Subsidiary of the Restricted Subsidiary to be so designated; provided, that immediately after giving effect to such designation, no Default or Event of Default shall exist and either (A) such designation was made at or prior to the Closing Date, (B) the Restricted Subsidiary to be so designated has Consolidated Total Assets of $1.0 million or less, or (C) if such Restricted Subsidiary has Consolidated Total Assets greater than $1.0 million, then the ownership of the Capital Stock of such Restricted Subsidiary would constitute an Investment permitted under Section 7.04 or (ii) designate any Unrestricted Subsidiary as a Restricted Subsidiary; provided provided, that (i) immediately before and after such designation, no Default shall have occurred and be continuing, (ii) immediately after giving effect to such designation, no Default or Event of Default shall exist and either (A) the Covenant Parties shall be in compliance, Cash Interest Coverage Ratio of the Parent Borrower and its Restricted Subsidiaries calculated on a Pro Forma Basis, with Basis shall either (x) exceed 2.00 to 1.00 or (y) exceed the covenants set forth Cash Interest Coverage Ratio immediately prior to such designation and any other transactions in Section 7.11 connection therewith or (it being understood that if no Test Period cited in Section 7.11 has passed, the covenants in Section 7.11 for the first Test Period cited in B) such Section Unrestricted Subsidiary shall be satisfied as of a special purpose Subsidiary with no Indebtedness outstanding other than Indebtedness that can be incurred (and upon such designation shall be deemed to be incurred and outstanding) pursuant to Section 7.03. (b) Any designation by the last four quarters ended and, as a condition precedent Parent Borrower pursuant to the effectiveness of any such designation, Xxxxxxx Section 6.14(a) shall deliver be evidenced to the Administrative Agent by promptly filing with the Administrative Agent a copy of the resolution of the Parent Borrower’s board of directors (or other applicable governing entity) giving effect to such designation and a certificate setting forth in reasonable detail of an Authorized Officer certifying that such designation complies with the calculations demonstrating such compliance), (iii) none provisions of the Covenant Parties may be designated as an Unrestricted Subsidiary, (iv) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of the Senior Subordinated Debt, the Senior Unsecured Debt or any Junior Financing, as applicable, (v) no Restricted Subsidiary may be designated an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary and (vi) if a Restricted Subsidiary is being designated as an Unrestricted Subsidiary hereunder, the sum of (A) the assets of such Subsidiary as of such date of designation (the “Designation Date”), as set forth on such Subsidiary’s most recent balance sheet, plus (B) the aggregate amount of assets of all Unrestricted Subsidiaries designated as Unrestricted Subsidiaries pursuant to this Section 6.14 prior to the Designation Date 6.14. (in each case measured as of the date of each such Unrestricted Subsidiary’s designation as an Unrestricted Subsidiaryc) shall not exceed 5% of the Total Assets as of such Designation Date pro forma for such designation. The designation of any Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the Covenant Parties Parent Borrower therein at the date of designation in an amount equal to the net book value Fair Market Value of the Covenant Parties’ (as applicable) investment 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 Covenant Parties in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value at the date of such designation of the Covenant Parties’ (as applicable) Investment in such Subsidiarytime.

Designation of Subsidiaries. Xxxxxxx (with the consent of the Company) The Designated Company may at any time after the Pushdown Effective Date designate any Restricted Subsidiary of any Covenant Party (other than a Borrower) the Designated Company as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation, no Default shall have occurred and be continuing, (ii) immediately after giving effect to such designation, the Covenant Parties Designated Company shall be in compliance, on a Pro Forma Basis, with the covenants set forth in Section 7.11 Financial Performance Covenant (it being understood that if no Test Period cited in Section 7.11 has passed, the covenants in Section 7.11 for the first Test Period cited in such Section shall be satisfied as of the last four quarters ended andthat, as a condition precedent to the effectiveness of any such designation, Xxxxxxx the Designated Company shall deliver to the Administrative Agent a certificate of a Responsible Officer setting forth in reasonable detail the calculations demonstrating such compliance), (iii) none the Consolidated Interest Coverage Ratio for the most recently ended four fiscal quarter period for which financial statements have been delivered pursuant to Section 5.01(a) or (b) shall be greater than 2.00 to 1.00 on a Pro Forma Basis (it being understood that, as a condition precedent to the effectiveness of any such designation, the Covenant Parties may be designated as an Unrestricted SubsidiaryDesignated Company shall deliver to the Administrative Agent a certificate of a Responsible Officer setting forth in reasonable detail the calculations demonstrating such Consolidated Interest Coverage Ratio), (iv) no Subsidiary may be designated as an Unrestricted Subsidiary or continue as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of any of the Senior Subordinated DebtNotes, the Revolving Credit Agreement, the Secured Term Loan Credit Agreement, any Additional Senior Unsecured Debt Secured Indebtedness, any Junior Secured Indebtedness or any Junior Financingother Indebtedness, as applicable, constituting Material Indebtedness, (v) no Restricted Subsidiary may be designated an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary and Subsidiary, (vi) if a Restricted Subsidiary is being designated as an Unrestricted Subsidiary hereunderunder this Section 5.16, the sum of (A) the fair market value of assets of such Subsidiary as of such date of designation (the “Designation Date”), as set forth on such Subsidiary’s most recent balance sheet, plus (B) the aggregate amount fair market value of assets of all Unrestricted Subsidiaries designated as Unrestricted Subsidiaries pursuant to this Section 6.14 5.16 prior to the Designation Date (in each case measured as of the date of each such Unrestricted Subsidiary’s designation as an Unrestricted Subsidiary) shall not exceed 5% of $500,000,000 in the Total Assets aggregate as of such Designation Date pro forma for such designation, (vii) no Restricted Subsidiary shall be a Subsidiary of an Unrestricted Subsidiary and (viii) the Borrower (and each Person that directly or indirectly owns any Equity Interests of the Borrower) may not be designated as an Unrestricted Subsidiary. The designation of any Subsidiary as an Unrestricted Subsidiary under this Section 5.16 after the Closing Effective Date shall constitute an Investment by the Covenant Parties Designated Company or its applicable Restricted Subsidiary therein at the date of designation in an amount equal to the net book fair market value of the Covenant Parties’ Designated Company’s or such Restricted Subsidiary’s (as applicable) investment Investment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time and (ii) a return on any Investment by the Covenant Parties 1066931.03C-CHISR01A - MSW Designated Company or any of its Restricted Subsidiaries in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the lesser of (x) the fair market value at the date of such designation of the Covenant Parties’ Designated Company’s or its Restricted Subsidiary’s (as applicable) Investment in such Subsidiary and (y) the amount of Investments made by the Designated Company or its Restricted Subsidiaries in such Unrestricted Subsidiary from and after the date of such Subsidiary was designated as an Unrestricted Subsidiary.

Designation of Subsidiaries. Xxxxxxx (with the consent of the Company) The Designated Company may at any time after the Pushdown Effective Date designate any Restricted Subsidiary of any Covenant Party (other than a Borrower) the Designated Company as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation, no Default shall have occurred and be continuing, (ii) immediately after giving effect to such designation, the Covenant Parties Designated Company shall be in compliance, on a Pro Forma Basis, with the covenants set forth in Section 7.11 Financial Performance Covenant (it being understood that if no Test Period cited in Section 7.11 has passed, the covenants in Section 7.11 for the first Test Period cited in such Section shall be satisfied as of the last four quarters ended andthat, as a condition precedent to the effectiveness of any such designation, Xxxxxxx the Designated Company shall deliver to the Administrative Agent a certificate of a Responsible Officer setting forth in reasonable detail the calculations demonstrating such compliance), (iii) none the Consolidated Interest Coverage Ratio for the most recently ended four fiscal quarter period for which financial statements have been delivered on or prior to the Effective Date, or otherwise pursuant to Section 5.01(a) or (b) shall be greater than 2.00 to 1.00 on a Pro Forma Basis (it being understood that, as a condition precedent to the effectiveness of any such designation, the Covenant Parties may be designated as an Unrestricted SubsidiaryDesignated Company shall deliver to the Administrative Agent a certificate of a Responsible Officer setting forth in reasonable detail the calculations demonstrating such Consolidated Interest Coverage Ratio), (iv) no Subsidiary may be designated as an Unrestricted Subsidiary or continue as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of any of the Senior Subordinated DebtNotes, the Revolving Credit Agreement, the Secured Term Loan Credit Agreement, any Additional Senior Unsecured Debt Secured Indebtedness, any Junior Secured Indebtedness or any Junior Financingother Indebtedness, as applicable, constituting Material Indebtedness, (v) no Restricted Subsidiary may be designated an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary and Subsidiary, (vi) if a Restricted Subsidiary is being designated as an Unrestricted Subsidiary hereunderunder this Section 5.16, the sum of (A) the fair market value of assets of such Subsidiary as of such date of designation (the “Designation Date”), as set forth on such Subsidiary’s most recent balance sheet, plus (B) the aggregate amount fair market value of assets of all Unrestricted Subsidiaries designated as Unrestricted Subsidiaries pursuant to this Section 6.14 5.16 prior to the Designation Date (in each case measured as of the date of each such Unrestricted Subsidiary’s designation as an Unrestricted Subsidiary) shall not exceed 5% of $500,000,000 in the Total Assets aggregate as of such Designation Date pro forma for such designation, (vii) no Restricted Subsidiary shall be a Subsidiary of an Unrestricted Subsidiary and (viii) the Borrower (and each Person that directly or indirectly owns any Equity Interests of the Borrower) may not be designated as an Unrestricted Subsidiary. The designation of any Subsidiary as an Unrestricted Subsidiary under this Section 5.16 after the Closing Effective Date shall constitute an Investment by the Covenant Parties Designated Company or its applicable Restricted Subsidiary therein at the date of designation in an amount equal to the net book fair market value of the Covenant Parties’ Designated Company’s or such Restricted Subsidiary’s (as applicable) investment Investment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such 1104695.02A-CHISR01A - MSW time and (ii) a return on any Investment by the Covenant Parties Designated Company or any of its Restricted Subsidiaries in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the lesser of (x) the fair market value at the date of such designation of the Covenant Parties’ Designated Company’s or its Restricted Subsidiary’s (as applicable) Investment in such Subsidiary and (y) the amount of Investments made by the Designated Company or its Restricted Subsidiaries in such Unrestricted Subsidiary from and after the date of such Subsidiary was designated as an Unrestricted Subsidiary.

Designation of Subsidiaries. Xxxxxxx (with the consent of the Company) may at any time after the Pushdown Date designate any Restricted Subsidiary of any Covenant Party (other than a Borrower) as an Unrestricted Subsidiary Designate or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation, no Default shall have occurred and be continuing, (ii) immediately after giving effect to such designation, the Covenant Parties shall be in compliance, on a Pro Forma Basis, with the covenants set forth in Section 7.11 (it being understood that if no Test Period cited in Section 7.11 has passed, the covenants in Section 7.11 for the first Test Period cited in such Section shall be satisfied as of the last four quarters ended and, as a condition precedent to the effectiveness of any such designation, Xxxxxxx shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance), (iii) none of the Covenant Parties may be designated as an Unrestricted Subsidiary, (iv) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of the Senior Subordinated Debt, the Senior Unsecured Debt or any Junior Financing, as applicable, (v) no Restricted Subsidiary may be designated an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary and (vi) if a Restricted Subsidiary is being designated as an Unrestricted Subsidiary hereunder, the sum of (A) the assets of such Subsidiary as of such date of designation (the “Designation Date”), as set forth on such Subsidiary’s most recent balance sheet, plus (B) the aggregate amount of assets of all Unrestricted Subsidiaries designated as Unrestricted Subsidiaries pursuant to this Section 6.14 prior to the Designation Date (in each case measured as of the date of each such Unrestricted Subsidiary’s designation as an Unrestricted Subsidiary) shall not exceed 5% of the Total Assets as of such Designation Date pro forma for such designation. The designation of any Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the Covenant Parties therein at the date of designation in an amount equal to the net book value of the Covenant Parties’ (as applicable) investment therein. The designation of redesignate any Unrestricted Subsidiary as a Restricted Subsidiary of Borrower or designate or redesignate any Restricted Subsidiary of Borrower as an Unrestricted Subsidiary unless the following conditions precedent have been satisfied: (a) Borrower shall constitute have given not less than 10 days' prior written notice to Agent that a Senior Financial Officer has made such determination, (ib) the incurrence at the time of such designation or redesignation and immediately after giving effect thereto: (i) no Default or Event of any Investment, Indebtedness or Liens of such Subsidiary existing at such time Default would exist and (ii) a return on any Investment Borrower would be permitted by the Covenant Parties provisions of Section 8.2(a) to incur at least $1.00 of additional Indebtedness, (c) in the case of the designation of a Restricted Subsidiary of Borrower as an Unrestricted Subsidiary and after giving effect thereto, (i) such Unrestricted Subsidiary so designated shall not, directly or indirectly, own any Indebtedness or capital stock of Borrower or any of its Restricted Subsidiaries, (ii) such designation shall be deemed a sale of assets and shall be permitted by the provisions of Section 8.5(b)(ii), (iii) neither Borrower nor any of its Restricted Subsidiaries pursuant shall be liable for any Indebtedness of such Unrestricted Subsidiary so designated (other than Indebtedness which at the time of incurrence shall be permitted within the limitations of Section 8.2(b) or at the time of such designation shall be permitted within the limitations of Sections 8.4(a) and 8.2(b)), (iv) no default or condition in respect of any Indebtedness of such Unrestricted Subsidiary so designated could as a consequence of such default or condition cause or permit any Indebtedness of Borrower or any of its Restricted Subsidiaries to become, or to be declared, due and payable before its stated maturity or before its regularly scheduled dates of payment, (v) any continuing Investment in the preceding sentence capital stock of such Subsidiary held by Borrower or of any of its Restricted Subsidiaries shall at the time of such designation be permitted (without reference to paragraph (a) of the definition of "Restricted Investments"), within the limitations of Section 8.4, and (vi) such designation shall not result in the imposition of a Lien on the assets of Borrower or any of its Restricted Subsidiaries, other than a Lien permitted within the limitations of Section 8.3, (d) in the case of the designation of an amount equal to Unrestricted Subsidiary as a Restricted Subsidiary of Borrower and after giving effect thereto: (i) all outstanding Indebtedness and Preferred Stock of such Restricted Subsidiary so designated shall be permitted within the fair market value applicable limitations of Section 8.2(b) and (ii) all existing Liens of such Restricted Subsidiary so designated shall be permitted within the applicable limitations of Section 8.3, other than Section 8.3(f) notwithstanding that any such Lien existed as of the Effective Date), (e) in the case of the designation of a Restricted Subsidiary of Borrower as an Unrestricted Subsidiary, such Restricted Subsidiary shall not at any time after the date of such 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 of Borrower, such Unrestricted Subsidiary shall not at any time after the Covenant Parties’ (date of this Agreement have previously been designated as applicable) Investment in such Subsidiarya Restricted Subsidiary of Borrower more than once.

Designation of Subsidiaries. Xxxxxxx (with the consent The board of directors of the Company) Lead Borrower may at any time after the Pushdown Date designate any Restricted Subsidiary of any Covenant Party (other than a Borrower) as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation, no Default shall have occurred and be continuing, (ii) immediately after giving effect to such designation, the Covenant Parties Payment Conditions shall be in compliance, on a Pro Forma Basis, with the covenants set forth in Section 7.11 have been satisfied (it being understood that if no Test Period cited in Section 7.11 has passed, the covenants in Section 7.11 for the first Test Period cited in such Section shall be satisfied as of the last four quarters ended and, as a condition precedent to the effectiveness of any such designation, Xxxxxxx the Lead Borrower shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliancesatisfaction thereof), (iii) none of the Covenant Parties no Borrower may be designated as an Unrestricted Subsidiary, (iv) no Subsidiary may be designated as an Unrestricted Subsidiary if if, after such designation, it is would be a “Restricted Subsidiary” for the purpose of the Senior Subordinated Debt, the Senior Unsecured Debt Term Facility or any Junior Financing, as applicableother Indebtedness of any Loan Party that contemplates “unrestricted” subsidiaries, (v) no Restricted Subsidiary may be designated an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary and shall own any Equity Interests in the Loan Parties or their Restricted Subsidiaries, (vi) if a Restricted Subsidiary is being designated as an no Unrestricted Subsidiary hereundershall hold any Indebtedness of, or any Lien on any property of, the sum of Loan Parties and their Restricted Subsidiaries, (Avii) the assets holder of such any Indebtedness of any Unrestricted Subsidiary as of such date of designation (the “Designation Date”), as set forth on such Subsidiary’s most recent balance sheet, plus (B) the aggregate amount of assets of all Unrestricted Subsidiaries designated as Unrestricted Subsidiaries pursuant to this Section 6.14 prior shall not have any recourse to the Designation Date Loan Parties and their Restricted Subsidiaries with respect to such Indebtedness, and (in each case measured as of viiviii) no Unrestricted Subsidiary shall be a party to any transaction or arrangement with the date of each such Unrestricted Subsidiary’s designation as an Unrestricted Subsidiary) shall Loan Parties and their Restricted Subsidiaries that would not exceed 5% of the Total Assets as of such Designation Date pro forma for such designationbe permitted by Section 7.09. The designation of any Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the Covenant Parties Lead Borrower and its Restricted Subsidiaries therein at the date of designation in an amount equal to the net book fair market value as determined by the Lead Borrower in good faith of the Covenant Parties’ Lead Borrower’s or Restricted Subsidiary’s (as applicable) investment Investment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time and (ii) a return on any Investment by the Covenant Parties Lead Borrower and its Restricted Subsidiaries in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value as determined by the Lead Borrower in good faith at the date of such designation of the Covenant Parties’ Lead Borrower’s or its Restricted Subsidiary’s (as applicable) Investment in such Subsidiary.

Designation of Subsidiaries. Xxxxxxx (with the consent of the Company) The Borrower may at any time after the Pushdown Date designate any Restricted Subsidiary of any Covenant Party (other than a Borrower) as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (ia) other than in the case of the designation of (x) a Joint Venture in existence on the Effective Date that thereafter becomes a Subsidiary or (y) a Securitization Vehicle (each, an “Excluded Unrestricted Subsidiary”), immediately before and after such designation, no Default shall have occurred and be continuing, (iib) other than in the case of the designation of an Excluded Unrestricted Subsidiary, immediately after giving effect to such designation, the Covenant Parties Borrower and its Consolidated Subsidiaries shall be in compliance, on a Pro Forma Basis, with the covenants set forth in Section 7.11 7.09 (it being understood that if no Test Period cited in Section 7.11 has passed, the covenants in Section 7.11 for the first Test Period cited in such Section shall be satisfied as of the last four quarters ended and, as a condition precedent to the effectiveness of any such designation, Xxxxxxx the Borrower shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance), (iiic) none no designation of the Covenant Parties may be designated a Restricted Subsidiary as an Unrestricted Subsidiary, other than an Excluded Unrestricted Subsidiary, shall be effective if, immediately after such designation, (ivi) the Consolidated EBITDA of the Unrestricted Subsidiaries would exceed 5% of the Consolidated EBITDA of the Consolidated Companies for the four fiscal quarter period then most recently ended or (ii) the aggregate Investments made by Restricted Companies in Unrestricted Subsidiaries would exceed the sum of (x) $50,000,000 plus (y) the aggregate amount of any cash repayment of or return on such Investments theretofore received by Restricted Companies after the Effective Date, in each case determined without regard to any Excluded Unrestricted Subsidiary at any time after such Person becomes a Subsidiary, and (d) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of the Senior any Permitted Subordinated Debt, the Senior Unsecured Debt or any Junior Financing, as applicable, (v) no Restricted Subsidiary may be designated an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary and (vi) if a Restricted Subsidiary is being designated as an Unrestricted Subsidiary hereunder, the sum of (A) the assets of such Subsidiary as of such date of designation (the “Designation Date”), as set forth on such Subsidiary’s most recent balance sheet, plus (B) the aggregate amount of assets of all Unrestricted Subsidiaries designated as Unrestricted Subsidiaries pursuant to this Section 6.14 prior to the Designation Date (in each case measured as of the date of each such Unrestricted Subsidiary’s designation as an Unrestricted Subsidiary) shall not exceed 5% of the Total Assets as of such Designation Date pro forma for such designationIndebtedness. The designation of any Subsidiary (other than a Securitization Vehicle) as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the Covenant Parties applicable Restricted Companies therein at the date of designation in an amount equal to the net book value (or, in the case of any guarantee or similar Investment, the amount) of the Covenant PartiesRestricted Companies’ (as applicable) investment Investments therein. The designation If any Person becomes a Restricted Subsidiary on any date after the Effective Date (including by redesignation of any an Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) Subsidiary), the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at Person outstanding on such time and (ii) a return date will be deemed to have been incurred by such Person on any Investment by such date for purposes of Section 7.03, but will not be considered the Covenant Parties in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value at the date sale or issuance of such designation Equity Interests for purposes of the Covenant Parties’ (as applicable) Investment in such SubsidiarySection 7.05.

Designation of Subsidiaries. Xxxxxxx (with the consent of the Company) The Borrower may at any time after the Pushdown Closing Date designate any Restricted Subsidiary of any Covenant Party (other than a Borrower) as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation, no Default shall have occurred and be continuing, (ii) immediately after giving effect to such designation, the Covenant Parties Borrower shall be in compliance, on a Pro Forma Basis, compliance with the covenants set forth in Section 7.11 7.11, determined on a Pro Forma Basis as of the last day of the most recently ended Measurement Period (it being understood that or, if no Test Measurement Period cited in Section 7.11 or in the defined terms used therein has passed, the covenants in Section 7.11 for the first Test Measurement Period cited in such Section shall be satisfied as of the last four quarters ended ended), in each case, as if such designation had occurred on the last day of such fiscal quarter of the Borrower and, as a condition precedent to the effectiveness of any such designation, Xxxxxxx the Borrower shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance), (iii) none of the Covenant Parties may be designated as an Unrestricted Subsidiary, (iv) no Subsidiary (other than a Securitization Subsidiary) may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of the Senior Subordinated Debt, the Senior Unsecured Debt or any Junior Financing, as applicableother Indebtedness that has an “Unrestricted Subsidiary” concept, (viv) no Restricted Subsidiary may be designated an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary and (viv) if a Restricted Subsidiary is being designated as an Unrestricted Subsidiary hereunder, the sum of (A) the fair market value of assets of such Subsidiary as of such date of designation (the “Designation Date”), as set forth on such Subsidiary’s most recent balance sheet, plus (B) the aggregate amount fair market value of assets of all Unrestricted Subsidiaries designated as Unrestricted Subsidiaries pursuant to this Section 6.14 6.20 prior to the Designation Date (in each case measured as of the date of each such Unrestricted Subsidiary’s designation as an Unrestricted Subsidiary) shall not exceed 5the greater of $150.0 million and 4.0% of the Consolidated Total Assets of the Borrower as of such Designation Date pro forma for such designation. The designation of any Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the Covenant Parties Borrower therein at the date of designation in an amount equal to the net book fair market value of the Covenant Parties’ (as applicable) 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 Covenant Parties 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 Covenant Parties’ (as applicable) Borrower’s Investment in such Subsidiary.

Designation of Subsidiaries. Xxxxxxx (with the consent of the Company) The Borrower may at any time after the Pushdown Date designate any Restricted Subsidiary of any Covenant Party (other than a Borrower) the Borrower as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation, no Default shall have occurred and be continuing, (ii) immediately after giving effect to such designation, the Covenant Parties Borrower shall be in compliance, on a Pro Forma Basis, with the covenants covenant set forth in Section 7.11 (it being understood that if no Test Period cited in Section 7.11 has passed, the covenants covenant in Section 7.11 for the first Test Period cited in such Section shall be satisfied as of the last four quarters ended ended) if then in effect, and, as a condition precedent to the effectiveness of any such designation, Xxxxxxx the Borrower shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance), (iii) none of the Covenant Parties may be designated as an Unrestricted Subsidiary, (iv) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of the any Senior Subordinated Debt, the Senior Unsecured Debt Notes Documents or any Junior Financing, as applicable, and (viv) no Restricted Subsidiary may be designated an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary and (vi) if a Restricted Subsidiary is being designated as an Unrestricted Subsidiary hereunder, the sum of (A) the assets of such Subsidiary as of such date of designation (the “Designation Date”), as set forth on such Subsidiary’s most recent balance sheet, plus (B) the aggregate amount of assets of all Unrestricted Subsidiaries designated as Unrestricted Subsidiaries pursuant to this Section 6.14 prior to the Designation Date (in each case measured as of the date of each such Unrestricted Subsidiary’s designation as an Unrestricted Subsidiary) shall not exceed 5% of the Total Assets as of such Designation Date pro forma for such designation. The designation of any Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the Covenant Parties Borrower therein at the date of designation in an amount equal to the net book fair market value of the Covenant Parties’ Borrower’s or its Subsidiary’s (as applicable) investment Investment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time and (ii) a return on any Investment by the Covenant Parties 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 Covenant Parties’ Borrower’s or its Subsidiary’s (as applicable) Investment in such Subsidiary.

Designation of Subsidiaries. Xxxxxxx The board of directors (with the consent or similar governing body) of the Company) Holdings may at any time after the Pushdown Date designate any Restricted Subsidiary of any Covenant Party (other than a 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, (ii) immediately after giving effect to such designation, the Covenant Parties Holdings and its Subsidiaries shall be in compliance, on a Pro Forma Basis, pro forma compliance with the covenants set forth in Section 7.11 (it being understood that if no Test Period cited in Section 7.11 has passed, the covenants in Section 7.11 for the first Test Period cited in such Section shall be satisfied as of the last four quarters ended and, as a condition precedent to the effectiveness of any such designation, Xxxxxxx shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance)Leverage Ratio, (iii) none of the Covenant Parties may be designated as an Unrestricted Subsidiary, (iv) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of the Senior any Subordinated DebtIndebtedness, the Senior Unsecured Debt Notes or any Junior Financingother Indebtedness, as applicable(iv) Holdings shall deliver to the Administrative Agent at least five Business Days prior to such designation a certificate of an Authorized Officer of Holdings, together with all relevant financial information reasonably requested by the Administrative Agent, demonstrating compliance with the foregoing clauses (i) through (iii) of this Section 5.15 and (v) no Restricted Subsidiary may be designated an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary and (vi) if a Restricted Subsidiary is being designated as an Unrestricted Subsidiary hereunder, the sum of (A) the assets of such Subsidiary as of such date of designation (the “Designation Date”), as set forth on such Subsidiary’s most recent balance sheet, plus (B) the aggregate amount of assets of all Unrestricted Subsidiaries designated as Unrestricted Subsidiaries pursuant to this Section 6.14 at least ten days prior to the Designation Date (in each case measured designation of any Unrestricted Subsidiary as of a Restricted Subsidiary, the date of each Lenders shall have received all documentation and other information required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the PATRIOT Act, with respect to such Unrestricted Subsidiary’s designation as an Unrestricted Subsidiary) shall not exceed 5% of the Total Assets as of such Designation Date pro forma for such designationsubsidiary. The designation of any Subsidiary subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment pursuant to Section 6.7(k) by the Covenant Parties Holdings therein at the date of designation in an amount equal to the net book fair market value of Holding’s direct or indirect Investment therein; provided that upon a redesignation of such subsidiary as a Restricted Subsidiary, Holdings shall be deemed to continue to have a permanent Investment in an Unrestricted Subsidiary in an amount (if positive) equal to (i) the lesser of (A) the fair market value of Investments of Holdings and its Subsidiaries in such Unrestricted Subsidiary at the time of such redesignation) and (B) the fair market value of Investments of Holdings and its Subsidiaries made in connection with the designation of such Subsidiary as an Unrestricted Subsidiary minus (ii) the portion (proportionate to Holdings’ and its Subsidiaries’ Equity Interest in such Subsidiary) of the fair market value of the Covenant Parties’ (as applicable) investment thereinnet assets of such Subsidiary at the time of such redesignation. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time and (ii) a return on any Investment by the Covenant Parties in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value at the date of such designation of the Covenant Parties’ (as applicable) Investment in such Subsidiarytime.

Designation of Subsidiaries. Xxxxxxx (with the consent of the Company) The Designated Company may at any time after the Pushdown Closing Date designate any Restricted Subsidiary of any Covenant Party (other than a Borrower) the Designated Company as an 1160381.015-CHISR02A - MSW Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation, no Default shall have occurred and be continuing, (ii) immediately after giving effect to such designation, the Covenant Parties Designated Company shall be in compliance, on a Pro Forma Basis, with the covenants set forth in Section 7.11 Financial Performance Covenant (it being understood that if no Test Period cited in Section 7.11 has passed, the covenants in Section 7.11 for the first Test Period cited in such Section shall be satisfied as of the last four quarters ended andthat, as a condition precedent to the effectiveness of any such designation, Xxxxxxx the Designated Company shall deliver to the Administrative Agent a certificate of a Responsible Officer setting forth in reasonable detail the calculations demonstrating such compliance), (iii) none the Consolidated Interest Coverage Ratio for the most recently ended four fiscal quarter period for which financial statements have been delivered pursuant to Section 5.01(a) or (b) shall be greater than 2.00 to 1.00 on a Pro Forma Basis (it being understood that, as a condition precedent to the effectiveness of any such designation, the Covenant Parties may be designated as an Unrestricted SubsidiaryDesignated Company shall deliver to the Administrative Agent a certificate of a Responsible Officer setting forth in reasonable detail the calculations demonstrating such Consolidated Interest Coverage Ratio), (iv) no Subsidiary may be designated as an Unrestricted Subsidiary or continue as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of any of the Senior Subordinated DebtNotes, the Revolving Credit Agreement, any Additional Senior Unsecured Debt Secured Indebtedness, any Junior Secured Indebtedness or any Junior Financingother Indebtedness, as applicable, constituting Material Indebtedness, (v) no Restricted Subsidiary may be designated an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary and Subsidiary, (vi) if a Restricted Subsidiary is being designated as an Unrestricted Subsidiary hereunderunder this Section 5.16, the sum of (A) the fair market value of assets of such Subsidiary as of such date of designation (the “Designation Date”), as set forth on such Subsidiary’s most recent balance sheet, plus (B) the aggregate amount fair market value of assets of all Unrestricted Subsidiaries designated as Unrestricted Subsidiaries pursuant to this Section 6.14 5.16 prior to the Designation Date (in each case measured as of the date of each such Unrestricted Subsidiary’s designation as an Unrestricted Subsidiary) shall not exceed 5% of $500,000,000 in the Total Assets aggregate as of such Designation Date pro forma for such designation, (vii) no Restricted Subsidiary shall be a Subsidiary of an Unrestricted Subsidiary and (viii) no Co-Borrower (and no Person that directly or indirectly owns any Equity Interests of a Co-Borrower) may be designated as an Unrestricted Subsidiary. The designation of any Subsidiary as an Unrestricted Subsidiary under this Section 5.16 after the Closing Date shall constitute an Investment by the Covenant Parties Designated Company or its applicable Restricted Subsidiary therein at the date of designation in an amount equal to the net book fair market value of the Covenant Parties’ Designated Company’s or such Restricted Subsidiary’s (as applicable) investment Investment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time and (ii) a return on any Investment by the Covenant Parties Designated Company or any of its Restricted Subsidiaries in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the lesser of (x) the fair market value at the date of such designation of the Covenant Parties’ Designated Company’s or its Restricted Subsidiary’s (as applicable) Investment in such Subsidiary and (y) the amount of Investments made by the Designated Company or its Restricted Subsidiaries in such Unrestricted Subsidiary from and after the date of such Subsidiary was designated as an Unrestricted Subsidiary.

Designation of Subsidiaries. Xxxxxxx (with the consent The board of the Company) directors of Holdings may at any time after the Pushdown Date designate any Restricted Subsidiary of any Covenant Party the Borrower (other than a Borrowerthe Borrower and the other Persons listed on Schedule 9.18) as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted SubsidiarySubsidiary of the Borrower; provided that that: (i) immediately before and immediately after such designation, no Default or Event of Default shall have occurred and be continuing, ; (ii) (x) in the case of any designation of a Subsidiary as an Unrestricted Subsidiary, immediately after giving effect to such designation, the Covenant Parties Payment Conditions shall be satisfied and (y) in the case of any designation of an Unrestricted Subsidiary as a Restricted Subsidiary, immediately after giving effect to such designation, (A) no Default or Event of Default shall have occurred or be continuing and (B) Holdings shall be in compliance, compliance with a Fixed Charge Coverage Ratio of not less than 1.00:1.00 for the Test Period then most recently ended on a Pro Forma Basis, with the covenants set forth in Section 7.11 (it being understood that Basis as if no Test Period cited in Section 7.11 has passed, the covenants in Section 7.11 for such designation had occurred on the first day of such Test Period cited in such Section shall be satisfied as of the last four quarters ended and, as a condition precedent to the effectiveness of any such designation, Xxxxxxx shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance), Period; (iii) none of the Covenant Parties may be designated as an Unrestricted Subsidiary, (iv) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiaryrestricted subsidiary” immediately after giving effect to any such designation hereunder and any other contemporaneous designation under any other document for the purpose purposes of the Senior Subordinated DebtSecured Notes Documents, the any Additional Obligations Documents, any Refinancing Senior Unsecured Debt Secured Notes Documents or any Junior Financingother Indebtedness of Holdings or its Restricted Subsidiaries, as applicable, ; (viv) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it was previously an Unrestricted Subsidiary; (v) in the case of a designation of a Restricted Subsidiary as an Unrestricted Subsidiary, (1) such Restricted Subsidiary so designated shall meet all of the requirements of an “Unrestricted Subsidiary” set forth in the definition thereof and (2) all of the provisions of Section 10.12 shall have been complied with in respect of such newly-designated Unrestricted Subsidiary; (vi) in the case of a designation of an Unrestricted Subsidiary as a Restricted Subsidiary, (1) all representations and warranties contained herein and in the other Credit Documents shall be true and correct in all material respects with the same effect as though such representations and warranties had been made on and as of the date of such designation (both before and after giving effect thereto), unless stated to relate to a specific earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date (provided that any representation or warranty that is qualified by an Applicable Qualifier shall be true and correct in all respects as written, including by giving effect to such Applicable Qualifier, as of any such date), (2) all actions which would be required to be taken pursuant to Section 10.12 in connection with the establishment, creation or acquisition of a new Restricted Subsidiary are taken at the time of such designation, (3) such Subsidiary shall be a Wholly-Owned Subsidiary of the Borrower (both immediately before and immediately after giving effect to such designation), and (4) the Liens and Indebtedness of such Subsidiary resulting from the designation of such Subsidiary as a Restricted Subsidiary as provided in the second succeeding sentence are permitted under Sections 10.01 or 10.04, as applicable; (vii) the Borrower shall have delivered to the Administrative Agent an officer’s certificate executed by an Authorized Officer of the Borrower, certifying to such officer’s knowledge, compliance with the requirements of preceding clauses (i) through (vi), inclusive, and containing the calculations of compliance (in reasonable detail) with preceding clause (ii); and (viii) if a one or more Restricted Subsidiary is being designated as an Unrestricted Subsidiary hereunder, (x) the sum of (A) the aggregate book value of assets of all such Restricted Subsidiary as of such date of designation (the “Designation Date”), as set forth on such Subsidiary’s most recent balance sheet, plus (B) the aggregate amount book value of assets of all Unrestricted Subsidiaries that have been designated as Unrestricted Subsidiaries pursuant to this Section 6.14 9.18 prior to the Designation Date (in each case case, measured as of the date of each such Unrestricted Restricted Subsidiary’s designation as an Unrestricted Subsidiary) shall not exceed 510% of the Holdings’ Consolidated Total Assets (after giving pro forma effect to such designation) as of such Designation Date or (y) (A) the aggregate EBITDA (calculated in a manner consistent with the definition of Consolidated EBITDA) of all such Subsidiaries plus (B) the aggregate “EBITDA” (calculated in a manner consistent with the definition of Consolidated EBITDA) of all Unrestricted Subsidiaries that have been designated as Unrestricted Subsidiaries (in each case, measured as of the date of each such Restricted Subsidiary’s designation as an Unrestricted Subsidiary) shall not exceed 10% of Consolidated EBITDA (after giving pro forma for effect to such designation) as of such Designation Date. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the Covenant Parties Borrower therein at the date of designation in an amount equal to the net book value Fair Market Value of all outstanding Investments owned by Holdings and its Restricted Subsidiaries in the Covenant Parties’ (as applicable) investment thereinrespective Subsidiary at the time that such Subsidiary is designated an Unrestricted Subsidiary. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence by a Restricted Subsidiary at the time of designation of any Investment, Liens or Indebtedness or Liens of such Subsidiary existing at such time and (ii) a return on any Investment by the Covenant Parties in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value at the date of such designation of the Covenant Parties’ (as applicable) Investment in such Subsidiarytime.

Designation of Subsidiaries. Xxxxxxx (with Subject to the consent of limitation set forth in Section 10.9, the Company) Company may at from time to time cause any time after the Pushdown Date designate any Restricted Subsidiary of any Covenant Party (other than a BorrowerSubsidiary Guarantor) to be designated as an Unrestricted Subsidiary or any Unrestricted Subsidiary as to be designated a Restricted Subsidiary; provided provided, however, that (i) immediately before at the time of such designation and after such designation, no Default shall have occurred and be continuing, (ii) immediately after giving effect to thereto, (a) no Default or Event of Default would exist under the terms of this Agreement (it being agreed that, for purposes of determining compliance with Section 10.1, such designation, the Covenant Parties designation shall be in compliance, treated on a Pro Forma Basispro forma basis as having been consummated as of the last day of the immediately preceding fiscal quarter), and (b) the Company and its Restricted Subsidiaries would be in compliance with all of the covenants set forth in this Section 7.11 (it being understood 9 and Section 10 if tested on the date of such action and provided, further, that if no Test Period cited in Section 7.11 once a Subsidiary has passed, the covenants in Section 7.11 for the first Test Period cited in such Section shall be satisfied as of the last four quarters ended and, as a condition precedent to the effectiveness of any such designation, Xxxxxxx shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance), (iii) none of the Covenant Parties may be been designated as an Unrestricted Subsidiary, (iv) no it shall not thereafter be redesignated as a Restricted Subsidiary may on more than one occasion and once a Subsidiary has been designated a Restricted Subsidiary, it shall not thereafter be designated redesignated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of the Senior Subordinated Debton more than one occasion. Within ten (10) days following any designation described above, the Senior Unsecured Debt or any Junior Financing, as applicable, (v) no Restricted Subsidiary may be designated an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary and (vi) if Company will deliver to you a Restricted Subsidiary is being designated as an Unrestricted Subsidiary hereunder, the sum of (A) the assets of such Subsidiary as of such date of designation (the “Designation Date”), as set forth on such Subsidiary’s most recent balance sheet, plus (B) the aggregate amount of assets of all Unrestricted Subsidiaries designated as Unrestricted Subsidiaries pursuant to this Section 6.14 prior to the Designation Date (in each case measured as of the date of each such Unrestricted Subsidiary’s designation as an Unrestricted Subsidiary) shall not exceed 5% of the Total Assets as of such Designation Date pro forma for such designation. The designation of any Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the Covenant Parties therein at the date of designation in an amount equal to the net book value of the Covenant Parties’ (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 Covenant Parties in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value at the date notice of such designation accompanied by a certificate signed by a Senior Financial Officer of the Covenant Parties’ (as applicable) Investment Company certifying compliance with all requirements of this Section 9.6 and setting forth all information required in order to establish such Subsidiarycompliance.

Designation of Subsidiaries. Xxxxxxx (with the consent The board of the Company) directors of Holdings may at any time after the Pushdown Date designate any Restricted Subsidiary of any Covenant Party (other than a Borrower) as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation, no Default shall have occurred and be continuing, (ii) immediately after giving effect to such designation, Holdings, the Covenant Parties Borrower and the Restricted Subsidiaries shall be in compliance, on a Pro Forma BasisBasis (it being understood that if such designation is to be made effective prior to the date that the March 31, 2007 Test Period has become effective, the level set forth in Section 7.11 for the March 31, 2007 Test Period shall be deemed to apply), with the covenants covenant set forth in Section 7.11 (it being understood that if no Test Period cited in Section 7.11 has passed, the covenants in Section 7.11 for the first Test Period cited in such Section shall be satisfied as of the last four quarters ended and, as a condition precedent to the effectiveness of any such designation, Xxxxxxx the Borrower shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance), ) and (iii) none no Subsidiary (other than Orbitz TopCo and its Subsidiaries upon the consummation of the Covenant Parties may be designated as an Unrestricted Subsidiary, (ivOrbitz IPO) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of the Senior Subordinated Debt, the Senior Unsecured Debt or any Junior Financing, as applicable, and upon the Orbitz IPO (vx) no Restricted Subsidiary may all Collateral granted by Orbitz TopCo and its Subsidiaries pursuant to the Collateral Documents shall be designated an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary released and shall be free and clear of all Liens created by the Loan Documents and (viy) if all other obligations under the Loan Documents of any of Orbitz TopCo or any of its Subsidiaries that are Subsidiary Guarantors shall also be released. Orbitz TopCo and its Subsidiaries shall continue to be Unrestricted Subsidiaries at all times from and after the Orbitz IPO unless and until designated as a Restricted Subsidiary is being designated as an Unrestricted Subsidiary hereunder, in accordance with the sum other provisions of (A) the assets of such Subsidiary as of such date of designation (the “Designation Date”), as set forth on such Subsidiary’s most recent balance sheet, plus (B) the aggregate amount of assets of all Loan Documents applicable to designating Unrestricted Subsidiaries designated as Unrestricted Subsidiaries pursuant to this Section 6.14 prior to the Designation Date (in each case measured as of the date of each such Unrestricted Subsidiary’s designation as an Unrestricted Subsidiary) shall not exceed 5% of the Total Assets as of such Designation Date pro forma for such designationRestricted Subsidiaries. The designation of any Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the Covenant Parties Holdings therein at the date of designation in an amount equal to the net book value of the Covenant PartiesHoldings’ (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 Covenant Parties in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value at the date of such designation of the Covenant Parties’ (as applicable) Investment in such Subsidiarytime.

Designation of Subsidiaries. Xxxxxxx (with the consent of the Companya) The Parent Borrower may at any time after the Pushdown Date designate any Restricted Subsidiary of any Covenant Party (other than a 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, (ii) immediately after giving effect no Subsidiary may be designated as an Unrestricted Subsidiary if it has Indebtedness with recourse to such designationany Group Member (other than usual and customary carve out matters in connection with a receivables or similar securitization for which the Parent Borrower provides an unsecured guarantee with respect to fraud, the Covenant Parties shall be in compliancemisappropriation, on breaches of representations and warranties and misapplication for which no claim for payment or performance thereof has been made that would constitute a Pro Forma Basis, with the covenants set forth in Section 7.11 (it being understood that if no Test Period cited in Section 7.11 has passed, the covenants in Section 7.11 for the first Test Period cited in such Section shall be satisfied as liability of the last four quarters ended and, as a condition precedent to the effectiveness of any such designation, Xxxxxxx shall deliver to the Administrative Agent a certificate setting forth Parent Borrower in reasonable detail the calculations demonstrating such complianceaccordance with GAAP), (iii) none of the Covenant Parties no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary, (iv) no Subsidiary may be designated as an Unrestricted Subsidiary if it such Subsidiary is a “Restricted Person with respect to which any Group Member has any direct or indirect obligation to make capital contributions or to maintain such Subsidiary” for the purpose of the Senior Subordinated Debt, the Senior Unsecured Debt or any Junior Financing, as applicable’s financial condition, (v) after giving effect to such designation, the Parent Borrower is in compliance with the financial covenants set forth in Section 7.1 for the most recently ended Reference Period for which financial statements have been delivered pursuant to Section 6.1, on a pro forma basis, giving effect to the respective designation (as well as all other designations of Unrestricted Subsidiaries and Restricted Subsidiaries consummated during the most recently ended Reference Period for which financial statements have been delivered pursuant to Section 6.1), (vi) no Restricted Subsidiary may be designated an Unrestricted Subsidiary if it was previously designated an if, after giving effect to such designation, Unrestricted Subsidiary Subsidiaries have, in the aggregate, (x) at the last day of the Reference Period most recently ended, total assets equal to or greater than 5.0% of the Consolidated Total Assets of the Parent Borrower and its Subsidiaries at such date or (y) revenues during such Reference Period equal to or greater than 5.0% of the consolidated revenues of the Parent Borrower and its Subsidiaries for such period, in each case determined in accordance with GAAP and (vivii) if a Restricted Subsidiary is being no Borrower may be designated as an Unrestricted Subsidiary hereunder, the sum of Subsidiary. (Ab) the assets of such Subsidiary as of such date of designation (the “Designation Date”), as set forth on such Subsidiary’s most recent balance sheet, plus (B) the aggregate amount of assets of all Unrestricted Subsidiaries designated as Unrestricted Subsidiaries pursuant to this Section 6.14 prior to the Designation Date (in each case measured as of the date of each such Unrestricted Subsidiary’s designation as an Unrestricted Subsidiary) shall not exceed 5% of the Total Assets as of such Designation Date pro forma for such designation. The designation of any Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the Covenant Parties therein Parent Borrower therein, at the date of designation in an amount equal to the net book fair market value of the Covenant Parties’ (Parent Borrower’s investment therein as applicable) investment thereindetermined in good faith by the board of directors of the Parent Borrower. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence shall, at the time of designation such designation, constitute the incurrence of any Investment, Indebtedness of or Liens of on such Subsidiary existing at such time and (ii) time. Upon a return on redesignation of any Investment by Subsidiary as a Restricted Subsidiary, the Covenant Parties Investments of the Parent Borrower in Unrestricted Subsidiaries pursuant shall be reduced by the fair market value of the Parent Borrower’s Investment in such Subsidiary at the time of such redesignation (as determined in good faith by the board of directors of the Parent Borrower) (it being understood that such reduction shall not exceed the Parent Borrower’s initial Investment in such Subsidiary, less returns on such Investment received by the Parent Borrower). Any property transferred to the preceding sentence in or from an amount equal to the Unrestricted Subsidiary shall be valued at its fair market value at the date time of such designation transfer, in each case as determined in good faith by the board of directors of the Covenant Parties’ Parent Borrower. (c) If, as applicableof the last day of any Reference Period ended after the Closing Date, Unrestricted Subsidiaries have, in the aggregate, (i) Investment total assets at such day equal to or greater than 5.0% of the Consolidated Total Assets of the Parent Borrower and its Subsidiaries at such date or (ii) revenues during such Reference Period equal to or greater than 5.0% of the consolidated revenues of the Parent Borrower and its Subsidiaries for such period, in each case determined in accordance with GAAP, then the Parent Borrower shall, no later than five Business Days subsequent to the date on which financial statements for such Subsidiaryfiscal period are delivered pursuant to this Agreement, designate in writing to the Administrative Agent one or more of such Unrestricted Subsidiaries as Restricted Subsidiaries in accordance with Section 6.13(a) such that, following such designation(s), Unrestricted Subsidiaries have, in the aggregate (i) total assets at the last day of such Reference Period of less than 5.0% of the Consolidated Total Assets of the Parent Borrower and its Subsidiaries at such date and (ii) total revenues during such Reference Period of less than 5.0% of the consolidated revenues of the Parent Borrower and its Subsidiaries for such period, in each case determined in accordance with GAAP.

Designation of Subsidiaries. Xxxxxxx (with the consent of the Company) The Designated Company may at any time after the Pushdown Closing Date designate any Restricted Subsidiary of any Covenant Party (other than a Borrower) the Designated Company as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation, no Default shall have occurred and be continuing, (ii) immediately after giving effect to such designation, the Covenant Parties Designated Company shall be in compliance, on a Pro Forma Basis, with the covenants set forth in Section 7.11 Financial Performance Covenant (it being understood that if no Test Period cited in Section 7.11 has passed, the covenants in Section 7.11 for the first Test Period cited in such Section shall be satisfied as of the last four quarters ended andthat, as a condition precedent to the effectiveness of any such designation, Xxxxxxx the Designated Company shall deliver to the Administrative Agent a certificate of a Responsible Officer setting forth in reasonable detail the calculations demonstrating such compliance), (iii) none the Consolidated Interest Coverage Ratio for the most recently ended four fiscal quarter period for which financial statements have been delivered pursuant to Section 5.01(a) or (b) shall be greater than 2.00 to 1.00 on a Pro Forma Basis (it being understood that, as a condition precedent to the effectiveness of any such designation, the Covenant Parties may be designated as an Unrestricted SubsidiaryDesignated Company shall deliver to the Administrative Agent a certificate of a Responsible Officer setting forth in reasonable detail the calculations demonstrating such Consolidated Interest Coverage Ratio), (iv) no Subsidiary may be designated as an Unrestricted Subsidiary or continue as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of any of the Senior Subordinated DebtNotes, the Revolving Credit Agreement, any Additional Senior Unsecured Debt Secured Indebtedness, any Junior Secured Indebtedness or any Junior Financingother Indebtedness, as applicable, constituting Material Indebtedness, (v) no Restricted Subsidiary may be designated an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary and Subsidiary, (vi) if a Restricted Subsidiary is being designated as an Unrestricted Subsidiary hereunderunder this Section 5.16, the sum of (A) the fair market value of assets of such Subsidiary as of such date of designation (the “Designation Date”), as set forth on such Subsidiary’s most recent balance sheet, plus (B) the aggregate amount fair market value of assets of all Unrestricted Subsidiaries designated as Unrestricted Subsidiaries pursuant to this Section 6.14 5.16 prior to the Designation Date (in each case measured as of the date of each such Unrestricted Subsidiary’s designation as an Unrestricted Subsidiary) shall not exceed 5% of $500,000,000 in the Total Assets aggregate as of such Designation Date pro forma for such designation, (vii) no Restricted Subsidiary shall be a Subsidiary of an Unrestricted Subsidiary and (viii) no Co-Borrower (and no Person that directly or indirectly owns any Equity Interests of a Co-Borrower) may be designated as an Unrestricted Subsidiary. The designation of any Subsidiary as an Unrestricted Subsidiary under this Section 5.16 after the Closing Date shall constitute an Investment by the Covenant Parties Designated Company or its applicable Restricted Subsidiary therein at the date of designation in an amount equal to the net book fair market value of the Covenant Parties’ Designated Company’s or such Restricted Subsidiary’s (as applicable) investment Investment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time and (ii) a return on any Investment by the Covenant Parties Designated Company or any of its Restricted Subsidiaries in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the lesser of (x) the fair market value at the date of such designation of the Covenant Parties’ Designated Company’s or its Restricted Subsidiary’s (as applicable) Investment in such Subsidiary and (y) the amount of Investments made by the Designated Company or its Restricted Subsidiaries in such Unrestricted Subsidiary from and after the date of such Subsidiary was designated as an Unrestricted Subsidiary.

Designation of Subsidiaries. Xxxxxxx (with the consent of the Company) may at any time after the Pushdown Date The Borrower shall be permitted to designate any Restricted an existing or subsequently acquired or organized Subsidiary of any Covenant Party (other than a Borrower) as an Unrestricted Subsidiary after the Closing Date, by written notice to the Administrative Agent, so long as (a) no Default has occurred and is continuing or would result therefrom, (b) immediately after giving effect to such designation, the Borrower shall be in compliance on a pro forma basis with a Consolidated Leverage Ratio of 5.00:1.00, such compliance to be determined on the basis of the financial information most recently delivered to Administrative Agent by the Borrower pursuant to Section 7.1, (c) such Unrestricted Subsidiary shall be capitalized (to the extent capitalized by the Borrower or any of its Subsidiaries) through Investments as permitted by, and in compliance with, Section 8.7, (d) without duplication of clause (c), any assets owned by such Unrestricted Subsidiary at the time of the initial designation thereof shall be treated as Investments pursuant to Section 8.7, and (e) the Borrower shall have delivered to the Administrative Agent an officer’s certificate executed by a Responsible Officer of the Borrower, certifying compliance with the requirements of preceding clauses (a) through (d), and containing the calculations and information required by the preceding clause (b). The Borrower may designate any Unrestricted Subsidiary as to be a Restricted SubsidiarySubsidiary for purposes of this Agreement (each, a “Subsidiary Redesignation”); provided that (i) immediately before and after such designation, no Default shall have has occurred and be continuingis continuing or would result therefrom, (ii) immediately after giving effect to such designationSubsidiary Redesignation, the Covenant Parties Borrower shall be in compliance, compliance on a Pro Forma Basispro forma basis with a Consolidated Leverage Ratio of 5.00:1.00, with such compliance to be determined on the covenants basis of the financial information most recently delivered to Administrative Agent by the Borrower pursuant to Section 7.1, (iii) the representations and warranties set forth in Section 7.11 (it being understood that if no Test Period cited 5 and in Section 7.11 has passed, the covenants in Section 7.11 for the first Test Period cited in such Section other Loan Documents shall be satisfied true and correct in all material respects immediately after giving effect to such Subsidiary Redesignation, except to the extent such representations and warranties expressly relate to an earlier date, in which case such representation and warranties shall have been true and correct in all material respects as of such earlier date, and (iv) the last four quarters ended and, as a condition precedent to the effectiveness of any such designation, Xxxxxxx Borrower shall deliver have delivered to the Administrative Agent an officer’s certificate executed by a certificate setting forth in reasonable detail Responsible Officer of the calculations demonstrating such compliance)Borrower, certifying compliance with the requirements of preceding clauses (i) through (iii) none of the Covenant Parties ); provided, further, that no Unrestricted Subsidiary that has been designated as a Subsidiary pursuant to a Subsidiary Redesignation may again be designated as an Unrestricted Subsidiary, (iv) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of the Senior Subordinated Debt, the Senior Unsecured Debt or any Junior Financing, as applicable, (v) no Restricted Subsidiary may be designated an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary and (vi) if a Restricted Subsidiary is being designated as an Unrestricted Subsidiary hereunder, the sum of (A) the assets of such Subsidiary as of such date of designation (the “Designation Date”), as set forth on such Subsidiary’s most recent balance sheet, plus (B) the aggregate amount of assets of all Unrestricted Subsidiaries designated as Unrestricted Subsidiaries pursuant to this Section 6.14 prior to the Designation Date (in each case measured as of the date of each such Unrestricted Subsidiary’s designation as an Unrestricted Subsidiary) shall not exceed 5% of the Total Assets as of such Designation Date pro forma for such designation. The designation of any Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the Covenant Parties therein at the date of designation in an amount equal to the net book value of the Covenant Parties’ (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 Covenant Parties in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value at the date of such designation of the Covenant Parties’ (as applicable) Investment in such Subsidiary.

Designation of Subsidiaries. Xxxxxxx (with the consent a) The Board of the Company) Directors of Mid-Holdings may at any time after the Pushdown Date designate any Restricted Subsidiary of any Covenant Party (other than a any Borrower) as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted SubsidiarySubsidiary by written notice to the Administrative Agent; provided provided, that (i) immediately before and after such designation, no Event of Default shall have occurred and be continuing, (ii) immediately after giving effect to such designation, the Covenant Parties shall be in compliance, on a Pro Forma Basis, with the covenants set forth in Section 7.11 (it being understood that if no Test Period cited in Section 7.11 has passed, the covenants in Section 7.11 for the first Test Period cited in such Section shall be satisfied as of the last four quarters ended and, as a condition precedent to the effectiveness of any such designation, Xxxxxxx shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance), (iii) none of the Covenant Parties Restricted Subsidiary may be designated as an Unrestricted SubsidiarySubsidiary if after such designation it would be a “restricted subsidiary” for the purpose of any other Material Debt, (iviii) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of the Senior Subordinated Debt, the Senior Unsecured Debt or any Junior Financing, as applicable, (v) no Restricted Subsidiary may be designated an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary and (vi) if a Restricted Subsidiary is being designated as an Unrestricted Subsidiary hereunderand then redesignated as a Restricted Subsidiary, and (iv) immediately before and after such designation, the sum of Payment Conditions shall be satisfied. (Ab) the assets of such Subsidiary as of such date of designation (the “Designation Date”), as set forth on such Subsidiary’s most recent balance sheet, plus (B) the aggregate amount of assets of all Unrestricted Subsidiaries designated as Unrestricted Subsidiaries pursuant to this Section 6.14 prior to the Designation Date (in each case measured as of the date of each such Unrestricted Subsidiary’s designation as an Unrestricted Subsidiary) shall not exceed 5% of the Total Assets as of such Designation Date pro forma for such designation. The designation of any Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the Covenant Parties Mid-Holdings therein at the date of designation in an amount equal to the net book fair market value of Mid-Holdings’ Investment therein as determined in good faith by Mid-Holdings and the Covenant Parties’ Investment resulting from such designation must otherwise be in compliance with Section 6.7 (as applicable) investment thereindetermined 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 or Liens of such Subsidiary existing at such time and (ii) a return on any Investment by Mid-Holdings in such Unrestricted Subsidiary; provided, that (i) solely for the Covenant Parties purpose of calculating the outstanding amounts of Investments under Section 6.7 made in respect of any Unrestricted Subsidiaries pursuant Subsidiary being redesignated as a Restricted Subsidiary, upon such redesignation Mid-Holdings shall be deemed to the preceding sentence continue to have an outstanding Investment in such Subsidiary in an amount (if positive) equal to (a) Mid-Holdings’ Investment in such Subsidiary at the time of such redesignation less (b) the fair market value of the net assets of such Subsidiary at the time of such redesignation attributable to Mid-Holdings’ ownership of such Subsidiary and (ii) solely for purposes of Section 5.9(c) and the Security Documents, any Unrestricted Subsidiary designated as a Restricted Subsidiary shall be deemed to have been acquired on the date of such designation. Any property transferred to or from an Unrestricted Subsidiary shall be valued at its fair market value at the date time of such designation of the Covenant Parties’ (transfer, in each case as applicable) Investment determined in such Subsidiarygood faith by Mid-Holdings.

Designation of Subsidiaries. Xxxxxxx (with the consent of the Company) The Designated Company may at any time after the Pushdown Closing Date designate any Restricted Subsidiary of any Covenant Party (other than a Borrower) the Designated Company as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation, no Default shall have occurred and be continuing, (ii) immediately after giving effect to such designation, the Covenant Parties Designated Company shall be in compliance, on a Pro Forma Basis, with the covenants set forth in Section 7.11 Financial Performance Covenant (it being understood that if no Test Period cited in Section 7.11 has passed, the covenants in Section 7.11 for the first Test Period cited in such Section shall be satisfied as of the last four quarters ended andthat, as a condition precedent to the effectiveness of any such designation, Xxxxxxx the Designated Company shall deliver to the Administrative Agent a certificate of a Responsible Officer setting forth in reasonable detail the calculations demonstrating such compliance), (iii) none the Consolidated Interest Coverage Ratio for the most recently ended four fiscal quarter period for which financial statements have been delivered pursuant to Section 5.01(a) or (b) shall be greater than 2.00 to 1.00 on a Pro Forma Basis (it being understood that, as a condition precedent to the effectiveness of any such designation, the Covenant Parties may be designated as an Unrestricted SubsidiaryDesignated Company shall deliver to the Administrative Agent a certificate of a Responsible Officer setting forth in 1234400.03-CHISR02A - MSW reasonable detail the calculations demonstrating such Consolidated Interest Coverage Ratio), (iv) no Subsidiary may be designated as an Unrestricted Subsidiary or continue as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of any of the Senior Subordinated DebtNotes, the Revolving Credit Agreement, any Additional Senior Unsecured Debt Secured Indebtedness, any Junior Secured Indebtedness or any Junior Financingother Indebtedness, as applicable, constituting Material Indebtedness, (v) no Restricted Subsidiary may be designated an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary and Subsidiary, (vi) if a Restricted Subsidiary is being designated as an Unrestricted Subsidiary hereunderunder this Section 5.16, the sum of (A) the fair market value of assets of such Subsidiary as of such date of designation (the “Designation Date”), as set forth on such Subsidiary’s most recent balance sheet, plus (B) the aggregate amount fair market value of assets of all Unrestricted Subsidiaries designated as Unrestricted Subsidiaries pursuant to this Section 6.14 5.16 prior to the Designation Date (in each case measured as of the date of each such Unrestricted Subsidiary’s designation as an Unrestricted Subsidiary) shall not exceed 5% of $500,000,000 in the Total Assets aggregate as of such Designation Date pro forma for such designation, (vii) no Restricted Subsidiary shall be a Subsidiary of an Unrestricted Subsidiary and (viii) no Co-Borrower (and no Person that directly or indirectly owns any Equity Interests of a Co-Borrower) may be designated as an Unrestricted Subsidiary. The designation of any Subsidiary as an Unrestricted Subsidiary under this Section 5.16 after the Closing Date shall constitute an Investment by the Covenant Parties Designated Company or its applicable Restricted Subsidiary therein at the date of designation in an amount equal to the net book fair market value of the Covenant Parties’ Designated Company’s or such Restricted Subsidiary’s (as applicable) investment Investment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time and (ii) a return on any Investment by the Covenant Parties Designated Company or any of its Restricted Subsidiaries in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the lesser of (x) the fair market value at the date of such designation of the Covenant Parties’ Designated Company’s or its Restricted Subsidiary’s (as applicable) Investment in such Subsidiary and (y) the amount of Investments made by the Designated Company or its Restricted Subsidiaries in such Unrestricted Subsidiary from and after the date of such Subsidiary was designated as an Unrestricted Subsidiary.

Designation of Subsidiaries. Xxxxxxx (with the consent of the Company) FNIS may at any time after the Pushdown Date designate any Restricted Subsidiary of any Covenant Party (other than a Borrower) as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) other than in the case of the designation of (x) a Joint Venture in existence on the Closing Date that thereafter becomes a Subsidiary or (y) a Securitization Vehicle (each, an “Excluded Unrestricted Subsidiary”), immediately before and after such designation, no Default Potential Event of Termination shall have occurred and be continuing, (ii) other than in the case of the designation of a Excluded Unrestricted Subsidiary, immediately after giving effect to such designation, the Covenant Parties FNIS and its Consolidated Subsidiaries shall be in compliance, on a Pro Forma Basis, with the covenants set forth in Section 7.11 10 of Annex D (it being understood that if no Test Period cited in Section 7.11 has passed, the covenants in Section 7.11 for the first Test Period cited in such Section shall be satisfied as of the last four quarters ended and, as a condition precedent to the effectiveness of any such designation, Xxxxxxx FNIS shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance), (iii) none of neither the Covenant Parties borrower under the Metavante Credit Agreement nor any borrower under the FNIS Credit Agreement may be designated as an Unrestricted Subsidiary, (iv) no designation of a Restricted Subsidiary as an Unrestricted Subsidiary, other than an Excluded Unrestricted Subsidiary, shall be effective if, immediately after such designation, (1) the Consolidated EBITDA of the Unrestricted Subsidiaries would exceed 10% of the Consolidated EBITDA of the Consolidated Companies for the four fiscal quarter period then most recently ended or (2) the Total Assets of all Unrestricted Subsidiaries would exceed 5% of the Total Consolidated Assets, in each case determined without regard to any Excluded Unrestricted Subsidiary at any time after such Person becomes a Subsidiary, and (v) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of the Senior any Permitted Subordinated Debt, the Senior Unsecured Debt or any Junior Financing, as applicable, (v) no Restricted Subsidiary may be designated an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary and (vi) if a Restricted Subsidiary is being designated as an Unrestricted Subsidiary hereunder, the sum of (A) the assets of such Subsidiary as of such date of designation (the “Designation Date”), as set forth on such Subsidiary’s most recent balance sheet, plus (B) the aggregate amount of assets of all Unrestricted Subsidiaries designated as Unrestricted Subsidiaries pursuant to this Section 6.14 prior to the Designation Date (in each case measured as of the date of each such Unrestricted Subsidiary’s designation as an Unrestricted Subsidiary) shall not exceed 5% of the Total Assets as of such Designation Date pro forma for such designationIndebtedness. The designation of any Subsidiary (other than a Securitization Vehicle) as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the Covenant Parties applicable Restricted Companies therein at the date of designation in an amount equal to the net book value (or, in the case of any guarantee or similar Investment, the amount) of the Covenant PartiesRestricted Companies’ (as applicable) investment Investments therein. The designation If any Person becomes a Restricted Subsidiary on any date after the Closing Date (including by redesignation of any an Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) Subsidiary), the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at Person outstanding on such time and (ii) a return date will be deemed to have been incurred by such Person on any Investment by such date for purposes of Section 3 of Annex D, but will not be considered the Covenant Parties in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value at the date sale or issuance of such designation Equity Interests for purposes of the Covenant Parties’ (as applicable) Investment in such Subsidiary.Section 5 of Annex D.

Designation of Subsidiaries. Xxxxxxx (with In the consent case of the Company) may Borrower, at any time after the Pushdown Date and from time to time in its sole discretion, designate any Restricted Subsidiary of any Covenant Party (other than a Borrower) as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (ia) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing, (iib) immediately after giving effect to such designation, the Covenant Parties Borrower shall be in compliance, on a Pro Forma Basispro forma basis, with the covenants set forth in Section 7.11 Sections 6.11 and 6.12 (it being understood that if no Test Period cited in Section 7.11 has passed, the covenants in Section 7.11 for the first Test Period cited in such Section shall be satisfied as of the last four quarters ended and, as a condition precedent to the effectiveness of any such designation, Xxxxxxx the Borrower shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance), (iiic) none no Subsidiary that owns any Equity Interests of the Covenant Parties may any Restricted Subsidiary, shall be designated as an Unrestricted Subsidiary, (ivd) (i) the designation of any Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Borrower or the applicable Restricted Subsidiary therein at the date of designation in an amount equal to the net book value (or, in the case of any guarantee or similar Investment, the fair market value thereof) of such Investments of the Borrower or such Restricted Subsidiary and (ii) no such designation shall be effective if, immediately after such designation, the sum of (x) the amount of all such Investments and (y) the amount of all Investments in majority-owned joint ventures, in each case net of cash returned to the Borrower or a Restricted Subsidiary in respect of such Investments, exceeds $150,000,000 in the aggregate, (e) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of the Senior Subordinated DebtNotes, the any other Permitted Senior Unsecured Debt Indebtedness or any Junior Financing, as applicable, Permitted Subordinated Indebtedness (v) no Restricted Subsidiary may be designated an Unrestricted Subsidiary if unless it was previously designated an Unrestricted Subsidiary and (vi) if a Restricted Subsidiary is being concurrently designated as an Unrestricted Subsidiary hereunder, for the sum of (A) the assets purpose of such other Indebtedness) and (f) there shall be no Unrestricted Subsidiary as of such (other than Titan II, Ascension and HII Risk Management) on the Restatement Effective Date. If any Person becomes a Restricted Subsidiary on any date of designation (after the “Designation Date”), as set forth on such Subsidiary’s most recent balance sheet, plus (B) the aggregate amount of assets of all Unrestricted Subsidiaries designated as Unrestricted Subsidiaries pursuant to this Section 6.14 prior to the Designation Funding Date (in each case measured as including by redesignation of the date of each such Unrestricted Subsidiary’s designation as an Unrestricted Subsidiary) shall not exceed 5% of the Total Assets as of such Designation Date pro forma for such designation. The designation of any Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the Covenant Parties therein at the date of designation in an amount equal to the net book value of the Covenant Parties’ (as applicable) investment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) Subsidiary), the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Person outstanding on such date will be deemed to have been incurred by such Person on such date for purposes of Section 6.01, but will not be considered the sale or issuance of Equity Interests for purposes of Section 6.05. Titan II and Ascension will be deemed designated an Unrestricted Subsidiary existing immediately upon its becoming a Subsidiary of the Borrower, provided that the conditions in clauses (a) through (e) above are satisfied at such time and (ii) a return on any Investment by the Covenant Parties in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value at the date of such designation of the Covenant Parties’ (as applicable) Investment in such Subsidiarytime.

Designation of Subsidiaries. Xxxxxxx (with a) At the consent of the Company) may Borrower’s election, at any time after the Pushdown Closing Date designate any Restricted Subsidiary of any Covenant Party (other than a BorrowerNP Lake Xxxx Station, LLC, NP Fiesta Station LLC, NP Santa Fe Station LLC, NP Texas Station, LLC or any other Restricted Subsidiary into which any portion of the assets (other than de minimis assets) of any of the foregoing entities are transferred on or after the Closing Date (by Investment, Disposition, merger, consolidation or otherwise)) as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation, no Default shall have occurred and be continuing, (ii) immediately after giving effect to such designation, the Covenant Parties Borrower and the Restricted Subsidiaries shall be in compliance, on a Pro Forma Basis, with the covenants set forth in Section 7.11 (it being understood that if no Test Period cited in Section 7.11 has passed, the covenants in Section 7.11 for the first Test Period cited in such Section shall be satisfied as of the last four quarters ended and, as a condition precedent to the effectiveness of any such designation, Xxxxxxx the Borrower shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance), (iii) none of the Covenant Parties may be designated as an Unrestricted Subsidiary, (iv) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of the Senior Subordinated Debt, the Senior Unsecured Debt or any Junior Financing, any Indebtedness in an aggregate principal amount greater than or equal to the Threshold Amount or any Refinancing Indebtedness in respect thereof, (iv) the Investment resulting from the designation of any such Subsidiary as applicablean Unrestricted Subsidiary pursuant to this Section 6.14(a) is permitted by Section 7.02, (v) any Indebtedness or Liens of any Unrestricted Subsidiary designated as a Restricted Subsidiary pursuant to this Section 6.14(a) are permitted by Sections 7.03 and 7.01, respectively, (vi) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary, (vii) prior to the First Test Date, no Unrestricted Subsidiary and (vi) if may be designated as a Restricted Subsidiary, (viii) no Restricted Subsidiary is being may be designated as an Unrestricted Subsidiary hereunder, the sum of if it owns a Core Property and (Aix) the assets of such no Restricted Subsidiary as of such date of designation (the “Designation Date”), as set forth on such Subsidiary’s most recent balance sheet, plus (B) the aggregate amount of assets of all Unrestricted Subsidiaries may be designated as Unrestricted Subsidiaries pursuant to this Section 6.14 prior to the Designation Date (in each case measured as of the date of each such Unrestricted Subsidiary’s designation as an Unrestricted SubsidiarySubsidiary if (after giving effect to such designation) shall not exceed 5% it will provide any Guarantee of any Indebtedness of the Total Assets as of such Designation Date pro forma for such designationBorrower or any other Restricted Subsidiary. The designation of any Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the Covenant Parties Borrower therein at the date of designation in an amount equal to the net book value Fair Market Value of the Covenant Parties’ (net assets of such Subsidiary at the time that such Subsidiary is designated as applicable) investment thereinan 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 time. (iib) At the Borrower’s election, at any time, designate a return Restricted Subsidiary as a Native American Subsidiary, but only to the extent that such designation is consistent with the definition of “Native American Subsidiary”. Upon any Native American Subsidiary’s (whether designated as such on any Investment by the Covenant Parties in Unrestricted Subsidiaries Closing Date or thereafter pursuant to the preceding sentence sentence) ceasing to satisfy any of the requirements set forth in an amount equal to the fair market value at the date definition of such designation of term, the Covenant Parties’ (as applicable) Investment in Borrower shall notify the Administrative Agent thereof and shall take the actions required pursuant to Section 6.11 and such Subsidiary shall cease to be a Native American Subsidiary.

Designation of Subsidiaries. Xxxxxxx (with the consent of the Company) The Borrower may at any time after the Pushdown Original Closing Date designate any Restricted Subsidiary of any Covenant Party (other than a Borrower) as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation, no Default shall have occurred and be continuing, (ii) immediately after giving effect to such designation, the Covenant Parties Borrower shall be in compliance, on a Pro Forma Basis, compliance with the covenants set forth in Section 7.11 7.11, determined on a Pro Forma Basis as of the last day of the most recently ended Measurement Period (it being understood that or, if no Test Measurement Period cited in Section 7.11 or in the defined terms used therein has passed, the covenants in Section 7.11 for the first Test Measurement Period cited in such Section shall be satisfied as of the last four quarters ended ended), in each case, as if such designation had occurred on the last day of such fiscal quarter of the Borrower and, as a condition precedent to the effectiveness of any such designation, Xxxxxxx the Borrower shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance), (iii) none of the Covenant Parties may be designated as an Unrestricted no Sub- sidiary (other than a Securitization Subsidiary, (iv) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of the Senior Subordinated Debt, the Senior Unsecured Debt or any Junior Financing, as applicableother Indebtedness that has an “Unrestricted Subsidiary” concept, (viv) no Restricted Subsidiary may be designated an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary and (viv) if a Restricted Subsidiary is being designated as an Unrestricted Subsidiary hereunder, the sum of (A) the fair market value of assets of such Subsidiary as of such date of designation (the “Designation Date”), as set forth on such Subsidiary’s most recent balance sheet, plus (B) the aggregate amount fair market value of assets of all Unrestricted Subsidiaries designated as Unrestricted Subsidiaries pursuant to this Section 6.14 6.20 prior to the Designation Date (in each case measured as of the date of each such Unrestricted Subsidiary’s designation as an Unrestricted Subsidiary) shall not exceed 5the greater of $150.0 million and 5.0% of the Consolidated Total Assets (disregarding any intercompany indebtedness (but not any related cash or hard assets) in such calculation) of the Borrower as of such Designation Date pro forma for such designation. The designation of any Subsidiary as an Unrestricted Subsidiary after the Original Closing Date shall constitute an Investment by the Covenant Parties Borrower therein at the date of designation in an amount equal to the net book fair market value of the Covenant Parties’ (as applicable) 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 Covenant Parties 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 Covenant Parties’ (as applicable) Borrower’s Investment in such Subsidiary.

Designation of Subsidiaries. Xxxxxxx (with the consent of the Company) may The Borrower may, at any time from and after the Pushdown Date Effective Date, designate any Restricted Subsidiary of any Covenant Party (other than a 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, (ii) immediately after giving effect to such designation, the Covenant Parties Borrower shall be in compliance, on a Pro Forma Basis, compliance with the covenants set forth in Section 7.11 6.12 on a pro forma basis in accordance with Section 1.04(b) (it being understood that if no Test Period cited in Section 7.11 has passed, the covenants in Section 7.11 for the first Test Period cited in such Section shall be satisfied as of the last four quarters ended and, and as a condition precedent to the effectiveness of any such designation, Xxxxxxx the Borrower shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance), (iii) none of the Covenant Parties may be designated as an Unrestricted Subsidiary, (iv) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of the Senior Subordinated Debt, the Senior Unsecured Debt or any Junior Financing, was previously designated as applicable, (v) no Restricted Subsidiary may be designated an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary pursuant to this Section 5.10 and (viiv) if a Restricted Subsidiary is being designated as an Unrestricted Subsidiary hereunder, the sum of (A) the assets of such Subsidiary Restricted Subsidiary, together with all other Unrestricted Subsidiaries as of such date of designation (the “Designation Date”), as set forth on such Subsidiarymust not have contributed greater than ten percent (10%) of the Borrower’s most recent balance sheet, plus Consolidated EBITDA (B) the aggregate amount of assets calculated inclusive of all Unrestricted Subsidiaries designated as Unrestricted Subsidiaries pursuant to this Section 6.14 prior to the Designation Date (in each case measured Subsidiaries), as of the date of each such Unrestricted Subsidiary’s designation as an Unrestricted Subsidiary) shall not exceed 5% most recently ended fiscal quarter of the Total Assets as Borrower, for the period of such Designation Date pro forma four consecutive fiscal quarters then ended, for such designationwhich financial statements have been delivered pursuant to Section 5.01. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Closing Effective Date shall constitute an Investment by the Covenant Parties applicable Loan Party therein at the date of designation in an amount equal to the net book fair market value of the Covenant Parties’ (as applicable) applicable Loan Party’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 Covenant Parties applicable Loan Party in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value at the date of such designation of the Covenant Parties’ (as applicable) such Loan Party’s Investment in such Subsidiary. Notwithstanding the foregoing, the Borrower shall not be permitted to be an Unrestricted Subsidiary.

Designation of Subsidiaries. Xxxxxxx (with the consent of the Company) may The Borrower may, at any time after the Pushdown Date Closing Date, designate any Restricted Subsidiary of any Covenant Party (other than a Borrower) as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation, no Default shall have occurred and be continuing, (ii) immediately after giving effect to such designation, the Covenant Parties Holdings shall be in compliance, on a Pro Forma Basis, compliance with the covenants set forth in Section 7.11 7.10(a) and (it being understood that b), determined on a Pro Forma Basis as of the last day of the most recently ended Test Period (or, if no Test Period cited in Section 7.11 7.10(a) or (b), as applicable, has passed, the covenants in Section 7.11 7.10(a) and (b) for the first Test Period cited in such Section shall be satisfied as of the last four quarters ended ended), in each case, as if such designation had occurred on the last day of such fiscal quarter of Holdings and, as a condition precedent to the effectiveness of any such designation, Xxxxxxx the Borrower shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance), (iii) none of the Covenant Parties may be designated as an Unrestricted Subsidiary, (iv) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of the Senior Subordinated Debt, the Senior Unsecured Debt or any Junior Financing, as applicableNotes, (viv) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it was previously designated as an Unrestricted Subsidiary pursuant to this Section 6.14 more than one time prior to the Designation Date and (viv) if a Restricted Subsidiary is being designated as an Unrestricted Subsidiary hereunder, the sum of (A) the fair market value of assets of such Restricted Subsidiary as of such date of designation (the “Designation Date”), as set forth on such Subsidiary’s most recent balance sheet, plus (B) the aggregate amount fair market value of assets of all Unrestricted Subsidiaries designated as Unrestricted Subsidiaries pursuant to this Section 6.14 prior to the Designation Date (in each case measured as of the date of each such Unrestricted Subsidiary’s designation as an Unrestricted Subsidiary) shall not exceed 5% of the Total Assets $25,000,000 as of such Designation Date pro forma for such designation. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the Covenant Parties applicable Loan Party therein at the date of designation in an amount equal to the net book fair market value of the Covenant Parties’ (as applicable) applicable Loan Party’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 Covenant Parties applicable Loan Party in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value at the date of such designation of the Covenant Parties’ (as applicable) such Loan Party’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. Xxxxxxx (with the consent of the Company) may Parent may, at any time from and after the Pushdown Date Closing Date, designate any Restricted Subsidiary of any Covenant Party (other than a 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, (ii) immediately after giving effect to such designation, the Covenant Parties Parent shall be in compliance, on a Pro Forma Basis, compliance with the covenants covenant set forth in Section 7.11 7.10 on a pro forma basis in accordance with Section 1.03(c) (it being understood that if no Test Period cited in Section 7.11 has passed, the covenants in Section 7.11 for the first Test Period cited in such Section shall be satisfied as of the last four quarters ended and, and as a condition precedent to the effectiveness of any such designation, Xxxxxxx Parent shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance), ) and (iii) none of the Covenant Parties may be designated as an Unrestricted Subsidiary, (iv) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of the Senior Subordinated Debt, the Senior Unsecured Debt or any Junior Financing, as applicable, (v) no Restricted Subsidiary may be designated an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary and (vi) if a Restricted Subsidiary is being designated as an Unrestricted Subsidiary hereunder, the sum of (A) the assets of such Subsidiary Restricted Subsidiary, together with all other Unrestricted Subsidiaries as of such date of designation (the “Designation Date”), as set forth on such Subsidiarymust not have contributed greater than 10% of Parent’s most recent balance sheet, plus Consolidated EBITDA (B) the aggregate amount of assets calculated inclusive of all Unrestricted Subsidiaries designated as Unrestricted Subsidiaries pursuant to this Section 6.14 prior to the Designation Date (in each case measured Subsidiaries), as of the date most recently ended fiscal quarter of each such Unrestricted Subsidiary’s designation as an Unrestricted Subsidiary) shall not exceed 5% Parent, for the period of the Total Assets as of such Designation Date pro forma four consecutive fiscal quarters then ended, for such designationwhich financial statements have been delivered pursuant to Section 6.01. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the Covenant Parties applicable Loan Party therein at the date of designation in an amount equal to the net book fair market value of the Covenant Parties’ applicable Loan Party’s investment therein (as applicable) investment thereindetermined in good faith by Parent). The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time and (ii) a return on any Investment by the Covenant Parties applicable Loan Party in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value at the date of such designation of the Covenant Parties’ (as applicable) such Loan Party’s Investment in such Subsidiary. Notwithstanding the foregoing, neither the Borrower nor any direct or indirect parent company of the Borrower shall be permitted to be an Unrestricted Subsidiary.

Designation of Subsidiaries. Xxxxxxx (with the consent of the Company) may Each Borrower may, at any time from and after the Pushdown Date Effective Date, designate any Restricted Subsidiary of any Covenant Party (other than a 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, (ii) immediately after giving effect to such designation, the Covenant Parties such Borrower shall be in compliance, on a Pro Forma Basis, compliance with the covenants covenant set forth in Section 7.11 6.12 on a pro forma basis (it being understood that if no Test Period cited in Section 7.11 has passed, the covenants in Section 7.11 for the first Test Period cited in such Section shall be satisfied as of the last four quarters ended and, and as a condition precedent to the effectiveness of any such designation, Xxxxxxx the Borrower Representative shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance), (iii) none of the Covenant Parties may be designated as an Unrestricted Subsidiary, (iv) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of the Senior Subordinated Debt, the Senior Unsecured Debt or any Junior Financing, was previously designated as applicable, (v) no Restricted Subsidiary may be designated an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary pursuant to this Section 5.14 and (viiv) if a Restricted Subsidiary is being designated as an Unrestricted Subsidiary hereunder, the sum of (A) the assets of such Subsidiary Restricted Subsidiary, together with all other Unrestricted Subsidiaries as of such date of designation (the “Designation Date”), as set forth on must not have contributed greater than five percent (5%) of such SubsidiaryBorrower’s most recent balance sheet, plus EBITDA (B) the aggregate amount of assets calculated inclusive of all Unrestricted Subsidiaries designated as Unrestricted Subsidiaries pursuant to this Section 6.14 prior to the Designation Date (in each case measured Subsidiaries), as of the date of each such Unrestricted Subsidiary’s designation as an Unrestricted Subsidiary) shall not exceed 5% of the Total Assets as most recently ended fiscal quarter of such Designation Date pro forma Borrower, for such designationthe period of four consecutive fiscal quarters then ended, for which financial statements have been delivered pursuant to Section 5.01. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Closing Effective Date shall constitute an Investment investment by the Covenant Parties applicable Loan Party therein at the date of designation in an amount equal to the net book fair market value of the Covenant Parties’ (as applicable) applicable Loan Party’s investment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary after the Effective Date 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 Covenant Parties applicable Loan Party in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value at the date of such designation of the Covenant Parties’ (as applicable) Investment such Loan Party’s investment in such Subsidiary. Notwithstanding the foregoing, no Borrower shall be permitted to be an Unrestricted Subsidiary.

Designation of Subsidiaries. Xxxxxxx (with the consent of the Company) The Borrower may at any time after the Pushdown Closing Date designate any Restricted Subsidiary of any Covenant Party (other than a Borrower) the 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, (ii) immediately after giving effect to such designation, the Covenant Loan Parties shall would be in compliance, compliance on a Pro Forma Basis, Basis with the financial covenants set forth in Section 7.11 (it being understood that if no Test Period cited in Section 7.11 has passed, the covenants in Section 7.11 for the first Test Period cited in such Section shall be satisfied recomputed as of the last end of the period of the four fiscal quarters most recently ended and, as a condition precedent for which the Borrower has delivered financial statements pursuant to the effectiveness of any Section 6.01(a) or 6.01(b) after giving effect to such designation, Xxxxxxx shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance)redesignation, (iii) none in the case of the Covenant Parties may be designated designation of any Restricted Subsidiary as an Unrestricted Subsidiary, such designation shall constitute an Investment in such Unrestricted Subsidiary (calculated as an amount equal to the sum of (x) the net worth of the Subsidiary designated immediately prior to such designation (such net worth to be calculated without regard to any Obligations of such Subsidiary under the Loan Documents) and (y) to the extent not reflected in such net worth, the aggregate principal amount of any Indebtedness owed by the Subsidiary to the Borrower or any of its Restricted Subsidiaries immediately prior to such designation, all calculated, except as set forth in the parenthetical to clause (x) above, on a consolidated basis in accordance with GAAP), and such Investment shall be permitted under Section 7.02, (iv) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of (or is otherwise subject to the Senior Subordinated Debtcovenants under, or otherwise obligated for) any Indebtedness of the Senior Unsecured Debt Borrower or any Junior Financing, as applicableRestricted Subsidiary, (v) immediately after giving effect to the designation of an Unrestricted Subsidiary as a Restricted Subsidiary, the Borrower shall comply with the provisions of Section 6.13 with respect to such designated Restricted Subsidiary, (vi) no Restricted Subsidiary may be designated an Unrestricted a Subsidiary if it was previously designated an Unrestricted Subsidiary and (vi) if a Restricted Subsidiary is being designated as an Unrestricted Subsidiary hereunder, the sum of (A) the assets of such Subsidiary as of such date of designation (the “Designation Date”), as set forth on such Subsidiary’s most recent balance sheet, plus (B) the aggregate amount of assets of all Unrestricted Subsidiaries designated as Unrestricted Subsidiaries pursuant to this Section 6.14 prior to the Designation Date (in each case measured as of the date of each such Unrestricted Subsidiary’s designation as an Unrestricted Subsidiary, (vii) shall not exceed 5% in the case of the Total Assets as of such Designation Date pro forma for such designation. The designation of any Subsidiary as an Unrestricted Subsidiary, no recourse whatsoever (whether by contract or by operation of law or otherwise) may be had to the Borrower or any of its Restricted Subsidiaries or any of their respective properties or assets for any obligations of such Unrestricted Subsidiary, (viii) once an Unrestricted Subsidiary after is designated as a Restricted Subsidiary pursuant to this Section 6.16, such Restricted Subsidiary may only be redesignated as an Unrestricted Subsidiary one time thereafter, and once a Restricted Subsidiary is designated as an Unrestricted Subsidiary pursuant to this Section 6.16, such Unrestricted Subsidiary may only be redesignated as a Restricted Subsidiary one time thereafter and (ix) the Closing Date Borrower shall constitute an Investment have delivered to the Administrative Agent and each Lender a certificate executed by its chief financial officer or treasurer, certifying to the best of such officer’s knowledge, compliance with the requirements of the preceding clauses (i) through (vii), inclusive, and containing the calculations (in reasonable detail) required by the Covenant Parties therein at the date of designation in an amount equal to the net book value of the Covenant Parties’ preceding clause (as applicable) investment thereinii). 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 Covenant Parties 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 Covenant Parties’ (as applicable) Borrower’s Investment in such SubsidiarySubsidiary (that have not otherwise been transferred to or invested in other Unrestricted Subsidiaries).

Designation of Subsidiaries. Xxxxxxx The board of directors (with the consent or similar governing body) of the Company) Borrower may at any time after the Pushdown Date designate any Restricted Subsidiary of any Covenant Party (other than a 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, (ii) immediately after giving effect to such designation, the Covenant Parties Borrower and its Subsidiaries shall be in compliance, on a Pro Forma Basis, pro forma compliance with the covenants covenant set forth in Section 7.11 (it being understood that if no Test Period cited in Section 7.11 has passed, the covenants in Section 7.11 for the first Test Period cited in such Section shall be satisfied as of the last four quarters ended and, as a condition precedent to the effectiveness of any such designation, Xxxxxxx shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance)6.7, (iii) none of the Covenant Parties may be designated as an Unrestricted Subsidiary, (iv) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of the Senior any Subordinated Debt, the Senior Unsecured Debt or any Junior Financing, as applicableIndebtedness, (viv) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary and Subsidiary, (v) Borrower shall deliver to Administrative Agent at least five (5) Business Days prior to such designation a certificate of an Authorized Officer of Borrower, together with all relevant financial information reasonably requested by Administrative Agent, demonstrating compliance with the foregoing clauses (i) through (v) of this Section 5.16 and, if applicable, certifying that such subsidiary meets the requirements of an “Unrestricted Subsidiary”, (vi) if at least ten (10) days prior to the designation of any Unrestricted Subsidiary as a Restricted Subsidiary, to the extent requested at least ten (10) days in advance, the Lenders shall have received all documentation and other information required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the PATRIOT Act, with respect to such subsidiary, and (vii) no Subsidiary is being may be designated as an Unrestricted Subsidiary, and no Unrestricted Subsidiary hereunder, the sum of (A) the assets of such Subsidiary as of such date of designation (the “Designation Date”), as set forth on such Subsidiary’s most recent balance sheet, plus (B) the aggregate amount of assets of all Unrestricted Subsidiaries may be designated as Unrestricted Subsidiaries pursuant to this Section 6.14 prior to the Designation Date (in each case measured as of the date of each such Unrestricted a Restricted Subsidiary’s designation as an Unrestricted Subsidiary) shall not exceed 5% of the Total Assets as of such Designation Date pro forma for such designation, more than once. The designation of any Subsidiary subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the Covenant Parties Borrower therein at the date of designation in an amount equal to the net book fair market value of Borrower’s Investment therein; provided that upon a redesignation of such subsidiary as a Restricted Subsidiary, Borrower shall be deemed to continue to have a permanent Investment in an Unrestricted Subsidiary in an amount (if positive) equal to (i) the lesser of (A) the fair market value of Investments of Borrower and its Subsidiaries in such Unrestricted Subsidiary at the time of such redesignation, combination or transfer (or of the assets transferred or conveyed, as applicable) and (B) the fair market value of Investments of Borrower and its Subsidiaries made in connection with the designation of such Subsidiary as an Unrestricted Subsidiary minus (ii) the portion (proportionate to Borrower’s and its Subsidiaries’ Equity Interest in such Subsidiary) of the fair market value of the Covenant Parties’ (as applicable) investment thereinnet assets of such Subsidiary at the time of such redesignation. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time and (ii) a return on any Investment by the Covenant Parties in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value at the date of such designation of the Covenant Parties’ (as applicable) Investment in such Subsidiarytime.

Designation of Subsidiaries. Xxxxxxx (with the consent The board of directors of the Company) Lead Borrower may at any time after the Pushdown Date designate any Restricted Subsidiary of any Covenant Party (other than a Borrower) as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation, no Default shall have occurred and be continuing, (ii) immediately after giving effect to such designation, the Covenant Parties Payment Conditions shall be in compliance, on a Pro Forma Basis, with the covenants set forth in Section 7.11 have been satisfied (it being understood that if no Test Period cited in Section 7.11 has passed, the covenants in Section 7.11 for the first Test Period cited in such Section shall be satisfied as of the last four quarters ended and, as a condition precedent to the effectiveness of any such designation, Xxxxxxx the Lead Borrower shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliancesatisfaction thereof), (iii) none of the Covenant Parties no Borrower may be designated as an Unrestricted Subsidiary, (iv) no Subsidiary may be designated as an Unrestricted Subsidiary if if, after such designation, it is would be a “Restricted Subsidiary” for the purpose of the Senior Subordinated Debt, the Senior Unsecured Debt Term Facility or any Junior Financing, as applicableother Indebtedness of any Loan 9656966v810314033v12 Party that contemplates “unrestricted” subsidiaries, (v) no Restricted Subsidiary may be designated an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary and shall own any Equity Interests in the Loan Parties or their Restricted Subsidiaries, (vi) if a Restricted Subsidiary is being designated as an no Unrestricted Subsidiary hereundershall hold any Indebtedness of, or any Lien on any property of, the sum of Loan Parties and their Restricted Subsidiaries, (Avii) the assets holder of such any Indebtedness of any Unrestricted Subsidiary as of such date of designation (the “Designation Date”), as set forth on such Subsidiary’s most recent balance sheet, plus (B) the aggregate amount of assets of all Unrestricted Subsidiaries designated as Unrestricted Subsidiaries pursuant to this Section 6.14 prior shall not have any recourse to the Designation Date Loan Parties and their Restricted Subsidiaries with respect to such Indebtedness, and (in each case measured as of vii) no Unrestricted Subsidiary shall be a party to any transaction or arrangement with the date of each such Unrestricted Subsidiary’s designation as an Unrestricted Subsidiary) shall Loan Parties and their Restricted Subsidiaries that would not exceed 5% of the Total Assets as of such Designation Date pro forma for such designationbe permitted by Section 7.09. The designation of any Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the Covenant Parties Lead Borrower and its Restricted Subsidiaries therein at the date of designation in an amount equal to the net book fair market value as determined by the Lead Borrower in good faith of the Covenant Parties’ Lead Borrower’s or Restricted Subsidiary’s (as applicable) investment Investment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time and (ii) a return on any Investment by the Covenant Parties Lead Borrower and its Restricted Subsidiaries in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value as determined by the Lead Borrower in good faith at the date of such designation of the Covenant Parties’ Lead Borrower’s or its Restricted Subsidiary’s (as applicable) Investment in such Subsidiary.

Designation of Subsidiaries. Xxxxxxx (with the consent a) The board of directors (or other equivalent governing body) of the Company) Borrower may at any time after the Pushdown Date designate any Restricted Subsidiary of the Borrower (including any Covenant Party (other than newly acquired or newly formed Subsidiary or Person becoming a BorrowerSubsidiary through merger, consolidation or amalgamation or Investment therein) as to be an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that all Investments of the Borrower or any Restricted Subsidiary in such Subsidiary at the time of such designation shall be treated as Investments (calculated at the fair market value as of the date of such designation) made on the date of such designation; and provided further that the Borrower may not make such designation unless at the time of such action and immediately after giving effect thereto (i) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing, (ii) immediately the Investment represented by such designation is permitted under Section 9.3, (iii) the Borrower would be in compliance with the financial covenants set forth in Section 9.15 on a pro forma basis after giving effect to such designation, (iv) such Subsidiary is not a “restricted subsidiary” for the Covenant Parties shall be in compliance, on a Pro Forma Basis, with the covenants set forth in Section 7.11 (it being understood that if no Test Period cited in Section 7.11 has passedpurpose of any Subordinated Indebtedness, the covenants in Section 7.11 for the first Test Period cited in such Section shall be satisfied as Senior Notes or any other senior Indebtedness of the last four quarters ended and, as a condition precedent to Borrower or any of its Subsidiaries and (v) the effectiveness of any such designation, Xxxxxxx shall deliver Borrower has provided to the Administrative Agent a certificate setting forth of a Responsible Officer in reasonable detail form reasonably satisfactory to the calculations demonstrating Administrative Agent to the effect that each of the foregoing conditions has been satisfied. (b) The board of directors (or other equivalent governing body) of the Borrower may designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that the Borrower may not make such compliancedesignation unless at the time of such action and immediately after giving effect thereto, (i) none of such Unrestricted Subsidiaries have outstanding Indebtedness, other than Indebtedness permitted under Section 9.1, or Liens on any of their Property, other than Permitted Liens (in each case taking into account the other Indebtedness and Liens of the Borrower and its Restricted Subsidiaries), (ii) no Default or Event of Default shall have occurred and be continuing, (iii) none all representations and warranties herein will be true and correct in all material respects as if remade at the time of such designation, except to the extent such representations and warranties specifically refer to an earlier date, in which case they were true and correct in all material respects as of such earlier date, and except for any representation and warranty that is qualified by materiality or reference to Material Adverse Effect, which such representation and warranty shall be true and correct in all respects as of the Covenant Parties may be designated as relevant date, and (iv) the Borrower has provided to the Administrative Agent a certificate of a Responsible Officer in form reasonably satisfactory to the Administrative Agent to the effect that each of the foregoing conditions has been satisfied. (c) Neither the Borrower nor any Restricted Subsidiary shall guarantee or otherwise become liable in respect of any Indebtedness of or other obligation of (other than guarantees to support pledges by the Borrower or any Restricted Subsidiary of Capital Stock of an Unrestricted Subsidiary, which guarantees are not recourse to any other assets of the Borrower or any Restricted Subsidiary), grant any Lien on any of its Property (iv) no Subsidiary may be designated as other than Capital Stock of an Unrestricted Subsidiary if it is a “owned by the Borrower or such Restricted Subsidiary” for the purpose ) to secure any Indebtedness of the Senior Subordinated Debtor other obligation of, or provide any other form of credit support to, any Unrestricted Subsidiary. (d) No Unrestricted Subsidiary may own any Capital Stock in or Indebtedness of, or own or hold any Lien on any Property of, the Senior Unsecured Debt Borrower or any Junior Financing, as applicable, (v) no Restricted Subsidiary may be designated (other than limited partnership interests in CST Fuel Supply Co received by an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary and (vi) if a Restricted Subsidiary is being designated as an Unrestricted Subsidiary hereunder, the sum of (A) the assets of such Subsidiary as of such date of designation (the “Designation Date”), as set forth on such Subsidiary’s most recent balance sheet, plus (B) the aggregate amount of assets of all Unrestricted Subsidiaries designated as Unrestricted Subsidiaries pursuant to this Section 6.14 prior to the Designation Date (in each case measured as of the date of each such Unrestricted Subsidiary’s designation as an Unrestricted Subsidiary) shall not exceed 5% of the Total Assets as of such Designation Date pro forma for such designation. The designation of any Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the Covenant Parties therein at the date of designation in an amount equal to the net book value of the Covenant Parties’ (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 Covenant Parties in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value at the date of such designation of the Covenant Parties’ (as applicable) Investment in such SubsidiaryDrop Down Transaction permitted hereunder).

Designation of Subsidiaries. Xxxxxxx (with the consent The board of the Company) directors of Holdings may at any time after the Pushdown Date designate any Restricted Subsidiary of any Covenant Party (other than a Borrower) as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation, no Default shall have occurred and be continuing, (ii) immediately after giving effect to such designation, Holdings, the Covenant Parties Borrower and the Restricted Subsidiaries shall be in compliance, on a Pro Forma BasisBasis (it being understood that if such designation is to be made effective prior to the date that the March 31, 2007 Test Period has become effective, the level set forth in Section 7.11 for the March 31, 2007 Test Period shall be deemed to apply), with the covenants covenant set forth in Section 7.11 (it being understood that if no Test Period cited in Section 7.11 has passed, the covenants in Section 7.11 for the first Test Period cited in such Section shall be satisfied as of the last four quarters ended and, as a condition precedent to the effectiveness of any such designation, Xxxxxxx the Borrower shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance), ) and (iii) none no Subsidiary (other than Orbitz TopCo and its Subsidiaries upon the consummation of the Covenant Parties may be designated as an Unrestricted Subsidiary, (ivOrbitz IPO) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of the Senior Subordinated Debt, the Senior Unsecured Debt or any Junior Financing, as applicable, and upon the Orbitz IPO (vx) no Restricted Subsidiary may be designated an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary all Collateral granted by Orbitz TopCo and (vi) if a Restricted Subsidiary is being designated as an Unrestricted Subsidiary hereunder, the sum of (A) the assets of such Subsidiary as of such date of designation (the “Designation Date”), as set forth on such Subsidiary’s most recent balance sheet, plus (B) the aggregate amount of assets of all Unrestricted Subsidiaries designated as Unrestricted its Subsidiaries pursuant to this Section 6.14 prior the Security Documents shall be released and shall be free and clear of all Liens created by the Loan Documents and (y) all other obligations under the Loan Documents of any of Orbitz TopCo or any of its Subsidiaries that are Subsidiary Guarantors shall also be released. Orbitz TopCo and its Subsidiaries shall continue to be Unrestricted Subsidiaries at all times from and after the Designation Date (in each case measured as of the date of each such Unrestricted Subsidiary’s designation as an Unrestricted Subsidiary) shall not exceed 5% of the Total Assets as of such Designation Date pro forma for such designationOrbitz IPO. The designation of any Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the Covenant Parties Holdings therein at the date of designation in an amount equal to the net book value of the Covenant PartiesHoldings’ (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 Covenant Parties in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value at the date of such designation of the Covenant Parties’ (as applicable) Investment in such Subsidiarytime.

Designation of Subsidiaries. Xxxxxxx (with the consent of the Companya) The Borrower may at any time after the Pushdown Closing Date designate any Restricted Subsidiary of any Covenant Party (other than a Borrower) as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that that (i) immediately before and after such designation, no Default shall have occurred and be continuing, , (ii) immediately after giving effect to such designation, the Covenant Parties Borrower shall be in compliance, on a Pro Forma Basis, compliance with the covenants set forth in Section 7.11 7.10, determined on a Pro Forma Basis as of the last day of the most recently ended Test Period (it being understood that or, if no Test Period cited in Section 7.11 7.10, as applicable, has passed, the covenants in Section 7.11 7.10 for the first Test Period cited in such Section shall be satisfied as of the last four quarters ended ended), in each case, as if such designation had occurred on the last day of such fiscal quarter of the Borrower and, as a condition precedent to the effectiveness of any such designation, Xxxxxxx the Borrower shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance), , (iii) none of the Covenant Parties may be designated as an Unrestricted Subsidiary, (iv) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of the Senior Subordinated Debt, the Senior Unsecured Debt or any Junior Financing, as applicable, Financing and (v) no Restricted Subsidiary may be designated an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary and (viiv) if a Restricted Subsidiary is being designated as an Unrestricted Subsidiary hereunder, the sum of (A) the fair market value of assets of such Restricted Subsidiary as of such date of designation (the “Designation Date”), as set forth on such Subsidiary’s most recent balance sheet, plus (B) the aggregate amount fair market value of assets of all Unrestricted Subsidiaries designated as Unrestricted Subsidiaries pursuant to this Section 6.14 prior to the Designation Date (in each case measured as of the date of each such Unrestricted Subsidiary’s designation as an Unrestricted Subsidiary) shall not exceed 5% of the Total Assets $75,000,000 as of such Designation Date pro forma for such designation. . (b) The designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the Covenant Parties applicable Loan Party therein at the date of designation in an amount equal to the net book fair market value of the Covenant Parties’ (as applicable) applicable Loan Party’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 Covenant Parties 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 Covenant Parties’ (as applicable) 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. Xxxxxxx (with the consent of the Company) The Public Hub Company may at any time after the Pushdown Date designate any Restricted Subsidiary of any Covenant Party (other than a Borrower) as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation, no Default shall have occurred and be continuing, (ii) immediately after giving effect to such designation, the Covenant Parties shall be in compliance, on a Pro Forma Basis, with the covenants set forth in Section 7.11 (it being understood that if no Test Period cited in Section 7.11 has passed, the covenants in Section 7.11 for the first Test Period cited in such Section shall be satisfied as of the last four quarters ended and, as a condition precedent to the effectiveness of any such designation, Xxxxxxx shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance), (iii) none of the Covenant Parties may be designated as an Unrestricted Subsidiary, (iv) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of the Senior Subordinated Debt, the Senior Unsecured Debt or any Junior Financing, as applicable, (v) no Restricted Subsidiary may be designated an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary and (vi) if a Restricted Subsidiary is being designated as an Unrestricted Subsidiary hereunder, the sum of (A) the assets of such Subsidiary as of such date of designation (the “Designation Date”), as set forth on such Subsidiary’s most recent balance sheet, plus (B) the aggregate amount of assets of all Unrestricted Subsidiaries designated as Unrestricted Subsidiaries pursuant to this Section 6.14 prior to the Designation Date (in each case measured as of the date of each such Unrestricted Subsidiary’s designation as an Unrestricted Subsidiary) shall not exceed 5% of the Total Assets as of such Designation Date pro forma for such designation. The designation of any Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the Covenant Parties therein at the date of designation in an amount equal to the net book value of the Covenant Parties’ (as applicable) investment therein. The designation of redesignate any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute and may designate or redesignate any Restricted Subsidiary as an Unrestricted Subsidiary; PROVIDED that: (ia) the incurrence Public Hub Company shall have given not less than 10 days' prior written notice to the holders of the Notes that a Senior Financial Officer of the Public Hub Company 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) such Unrestricted Subsidiary so designated shall not, directly or indirectly, own any Investment, Indebtedness Debt or Liens capital stock of such the Public Hub Company or any Restricted Subsidiary existing at such time and (ii) such designation shall be deemed a return on any Investment sale of assets and shall be permitted by the Covenant Parties provisions of SECTION 10.6(B), (d) in the case of the designation of an Unrestricted Subsidiaries pursuant to Subsidiary as a Restricted Subsidiary and after giving effect thereto: (i) all outstanding Debt of such Restricted Subsidiary so designated shall be permitted within the preceding sentence in an amount equal to the fair market value at limitations of SECTION 10.4 (notwithstanding that any such Debt was outstanding as of the date of Closing) and (ii) all existing Liens of such designation Restricted Subsidiary so designated shall be permitted within the applicable limitations of SECTION 10.5 (other than SECTION 10.5(G), notwithstanding that any such Lien existed as of the Covenant Parties’ date of Closing), (e) Hub Chicago and Hub Holdings shall at all times remain Restricted Subsidiaries, and (f) no Restricted Subsidiary may be or be designated as applicable) Investment in such Subsidiaryan Unrestricted Subsidiary more than once and no Unrestricted Subsidiary may be or be designated as a Restricted Subsidiary more than once.

Designation of Subsidiaries. Xxxxxxx (with the consent The Borrower’s board of the Company) directors may at any time after the Pushdown Date designate any Restricted Subsidiary of any Covenant Party (other than a Borrower) as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation, no Default shall have occurred and be continuingcontinuing (including, without limitation, any Default as a result of a breach of the covenants set forth in Sections 6.01, 6.02 and 6.04), (ii) immediately after giving effect to such designation, the Covenant Parties Borrower shall be in compliance, on a Pro Forma Basispro forma basis, with the covenants set forth in Section 7.11 6.13 and Section 6.14 (it being understood that if no Test Period cited in Section 7.11 has passed, the covenants in Section 7.11 for the first Test Period cited in such Section shall be satisfied as of the last four quarters ended and, as a condition precedent to the effectiveness of any such designation, Xxxxxxx the Borrower shall deliver to the Administrative Agent a copy of the board resolution giving effect to such designation and a certificate of a Financial Officer setting forth in reasonable detail the calculations demonstrating such compliance), (iii) none of the Covenant Parties may be designated as an Unrestricted Subsidiary, (iv) no Subsidiary may be designated as an Unrestricted Subsidiary if under this Agreement unless it is is, or will concurrently become, an “Unrestricted Subsidiary” as defined in, and for all purposes of, the Senior Unsecured Debt Documents and (iv) no Unrestricted Subsidiary may be designated as a Restricted Subsidiary under this Agreement unless it is, or will concurrently become, a “Restricted Subsidiary” as defined in, and for the purpose of the Senior Subordinated Debtall purposes of, the Senior Unsecured Debt or any Junior Financing, as applicable, (v) no Restricted Subsidiary may be designated an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary and (vi) if a Restricted Subsidiary is being designated as an Unrestricted Subsidiary hereunder, the sum of (A) the assets of such Subsidiary as of such date of designation (the “Designation Date”), as set forth on such Subsidiary’s most recent balance sheet, plus (B) the aggregate amount of assets of all Unrestricted Subsidiaries designated as Unrestricted Subsidiaries pursuant to this Section 6.14 prior to the Designation Date (in each case measured as of the date of each such Unrestricted Subsidiary’s designation as an Unrestricted Subsidiary) shall not exceed 5% of the Total Assets as of such Designation Date pro forma for such designationDocuments. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment investment by the Covenant Parties Borrower therein at the date of designation in an amount equal to the net book value of the Covenant Parties’ (as applicable) 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 Debt or Liens of such Subsidiary existing at such time and (ii) a return on any Investment by the Covenant Parties in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value at the date of such designation of the Covenant Parties’ (as applicable) Investment in such Subsidiarytime.

Designation of Subsidiaries. Xxxxxxx (with the consent of the Company) The Borrower may at any time after the Pushdown Date designate any Restricted Subsidiary of any Covenant Party (other than a Borrower) as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted SubsidiarySubsidiary by delivering to the Administrative Agent a certificate of an authorized officer of the Borrower specifying such designation and certifying that the conditions to such designation set forth in this Section 6.11 are satisfied; provided that that: (i) both immediately before and immediately after any such designation, no Default or Event of Default shall have occurred and be continuing, ; (ii) immediately after giving effect to such designation, the Covenant Parties shall be in compliance, on a Pro Forma Basis, with the covenants set forth in Section 7.11 (it being understood that if no Test Period cited in Section 7.11 has passed, the covenants in Section 7.11 for the first Test Period cited in such Section Borrower shall be satisfied in compliance with Section 7.1, recomputed as of the last four quarters day of the most recently ended andTest Period for which financial statements have been delivered pursuant to Section 6.1(a) or 6.1(b) (or, as a condition precedent prior to the effectiveness delivery of any such designationfinancial statements, Xxxxxxx shall deliver to the Administrative Agent a certificate setting forth in reasonable detail last day of the calculations demonstrating such compliancefiscal quarter ending December 31, 2017), ; (iii) none in the case of the Covenant Parties may be designated a designation of a Subsidiary as an Unrestricted Subsidiary, each subsidiary of such Subsidiary has been, or concurrently therewith will be, designated as an Unrestricted Subsidiary in accordance with this Section 6.11; (iv) an Unrestricted Subsidiary that has subsequently been designated as a Restricted Subsidiary cannot be redesignated as an Unrestricted Subsidiary; (v) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” (or equivalent) for the purpose purposes of any Indebtedness for which a Loan Party is liable; (vi) no Unrestricted Subsidiary may own any Capital Stock or Indebtedness of, or hold any Lien on any property of, or hold any of the Senior Subordinated DebtIntellectual Property, licenses or Governmental Approvals material to the operation of, the Senior Unsecured Debt Borrower or any Junior Financing, as applicable, Subsidiary of the Borrower (vother than other Unrestricted Subsidiaries); (vii) no Restricted Group Member may provide any credit support for any Unrestricted Subsidiary or have any obligation to subscribe for additional Capital Stock of such Unrestricted Subsidiary or to maintain or preserve its financial condition or cause it to achieve specified levels of operating results; (viii) neither the Borrower nor any Restricted Subsidiary may be designated have any obligation to subscribe for additional Equity Interests of such Subsidiary or to maintain or preserve its financial condition or cause it to achieve specified levels of operating results; and (ix) in the case of a designation of an Unrestricted Subsidiary if it was previously designated an as a Restricted Subsidiary, each subsidiary of such Unrestricted Subsidiary and (vi) if shall have been, or concurrently therewith will be, designated as a Restricted Subsidiary is being designated as an Unrestricted Subsidiary hereunder, the sum of (A) the assets of such Subsidiary as of such date of designation (the “Designation Date”), as set forth on such Subsidiary’s most recent balance sheet, plus (B) the aggregate amount of assets of all Unrestricted Subsidiaries designated as Unrestricted Subsidiaries pursuant to in accordance with this Section 6.14 prior to the Designation Date (in each case measured as of the date of each such Unrestricted Subsidiary’s designation as an Unrestricted Subsidiary) shall not exceed 5% of the Total Assets as of such Designation Date pro forma for such designation6.11. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the Covenant Parties therein at Borrower in such Subsidiary on the date of designation in an amount equal to the net book fair market value of the Covenant Parties’ Borrower’s Investment therein (as applicable) investment thereindetermined reasonably and in good faith by a Responsible Officer of the Borrower). 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. A Subsidiary previously designated as an Unrestricted Subsidiary which fails to meet the qualifications set forth above at any time and (ii) will be deemed to become at that time a return on any Investment by the Covenant Parties in Unrestricted Subsidiaries pursuant Restricted Subsidiary, subject to the preceding sentence consequences set forth in an amount equal to the fair market value at the date of such designation of the Covenant Parties’ (as applicable) Investment in such Subsidiaryparagraph immediately above.

Designation of Subsidiaries. Xxxxxxx (with a) The Board of Directors of Holdings or the consent of the Company) Borrower may at any time after the Pushdown Date designate any Restricted Subsidiary of any Covenant Party (other than a Borrower) the 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 shall have occurred and be continuing, or Event of Default is then continuing or would result therefrom; (ii) immediately after giving effect to such designation, the Covenant Parties shall be in compliance, Total Net Leverage Ratio on a Pro Forma Basis, with the covenants set forth in Section 7.11 (it being understood that if no Test Period cited in Section 7.11 has passed, the covenants in Section 7.11 for the first Test Period cited in such Section shall be satisfied Basis as of the last four quarters ended andday of the most recently completed Test Period shall be less than or equal to 1.00:1:00; provided that, any designation of Flotek and/or BPC as a condition precedent to an Unrestricted Subsidiary (in the effectiveness case of any such designation, Xxxxxxx shall deliver such Unrestricted Subsidiary and each of its Subsidiaries, a “Specified Unrestricted Subsidiary”) prior to the Administrative Agent a certificate setting forth in reasonable detail date on which Holdings owns, directly or indirectly, more than 66 2⁄3% of the calculations demonstrating Stock of such compliancePerson shall not be subject to the requirements of this clause (ii), ; (iii) none of the Covenant Parties may be designated as an Unrestricted Subsidiary, (iv) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it is was previously designated as an Unrestricted Subsidiary and then re-designated as a “Restricted Subsidiary” for the purpose of the Senior Subordinated Debt, the Senior Unsecured Debt or any Junior Financing, as applicable, ; and (viv) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if after such designation it was previously designated an Unrestricted Subsidiary and (vi) if would be a Restricted Subsidiary is being designated as an Unrestricted Subsidiary hereunder, “restricted subsidiary” for the sum of (A) the assets of such Subsidiary as of such date of designation (the “Designation Date”), as set forth on such Subsidiary’s most recent balance sheet, plus (B) the aggregate amount of assets of all Unrestricted Subsidiaries designated as Unrestricted Subsidiaries pursuant to this Section 6.14 prior to the Designation Date (in each case measured as purpose of the date of each such Unrestricted Subsidiary’s designation as an Unrestricted SubsidiaryABL Credit Agreement or any other Material Indebtedness. (b) shall not exceed 5% of the Total Assets as of such Designation Date pro forma for such designation. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the Covenant Parties Borrower therein at the date of designation in an amount equal to the net book value Fair Market Value of the Covenant Parties’ Borrower’s investment therein and the Investment resulting from such designation must otherwise be in compliance with Section 8.11 (as applicabledetermined at the time of such designation); provided that, any designation of Flotek and/or BPC as a Specified Unrestricted Subsidiary shall not constitute an Investment by any of the Obligors unless such designation occurs after Holdings owns, directly or indirectly, more than 66 2⁄3% of the Stock of such Specified Unrestricted Subsidiary. (c) 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 Debt or Liens of such Subsidiary existing at such time and the Debt or Liens of such Subsidiary must otherwise be in compliance with Section 8.12 and 8.16 (ii) a return on any Investment by the Covenant Parties in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value as determined at the date time of such designation of the Covenant Parties’ (as applicable) Investment in such Subsidiarydesignation).

Designation of Subsidiaries. Xxxxxxx (with the consent of the Company) The Lead Borrower may at any time after the Pushdown Closing Date designate any Restricted Subsidiary of any Covenant Party (other than a Borrower) 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, (ii) immediately after giving effect to such designation, (A) the Covenant Parties Distribution Conditions shall be in compliance, satisfied on a Pro Forma BasisBasis and (B) Consolidated Total Net Leverage Ratio, with determined on a Pro Forma Basis as of the covenants set forth in last day of the most recently ended Test Period for which Section 7.11 9.01 Financials were required to have been delivered (it being understood that or, if no Test Period cited in Section 7.11 has passed, the covenants in Section 7.11 for the first Test Period cited in such Section shall be satisfied as of the last four quarters ended andof Holdings then ended), as a condition precedent does not exceed 4.25 to the effectiveness of any such designation, Xxxxxxx shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance)1.00, (iii) none in the case of the Covenant Parties may be designated designation of any Subsidiary as an Unrestricted Subsidiary, such designation shall constitute an Investment in such Unrestricted Subsidiary (calculated as an amount equal to the sum of (x) the net worth of the Subsidiary designated immediately prior to such designation (such net worth 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 parenthetical to clause (x) above, on a consolidated basis in accordance with U.S. GAAP), and such Investment shall be permitted under Section 10.05, (iv) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of (I) the Senior Subordinated DebtTerm Loan Credit Agreement, (II) the Senior Unsecured Debt Existing OpCo Notes Indenture, or (III) any Refinancing Notes Indenture, any Permitted Junior FinancingNotes Document or other debt instrument, as applicablein each case of this clause (III), with a principal amount in excess of the Threshold Amount, (v) immediately after giving effect to the designation of an Unrestricted Subsidiary as a Restricted Subsidiary, the Lead Borrower shall comply with the provisions of Section 9.12 with respect to such designated Restricted Subsidiary, (vi) no Restricted Subsidiary may be designated an Unrestricted a Subsidiary if it was previously designated an Unrestricted Subsidiary and (vi) if a Restricted Subsidiary is being designated as an Unrestricted Subsidiary hereunder, the sum of (A) the assets of such Subsidiary as of such date of designation (the “Designation Date”), as set forth on such Subsidiary’s most recent balance sheet, plus (B) the aggregate amount of assets of all Unrestricted Subsidiaries designated as Unrestricted Subsidiaries pursuant to this Section 6.14 prior to the Designation Date (in each case measured as of the date of each such Unrestricted Subsidiary’s designation as an Unrestricted Subsidiary, (vii) shall not exceed 5% in the case of the Total Assets as of such Designation Date pro forma for such designation. The designation of any Subsidiary as an Unrestricted Subsidiary after Subsidiary, no recourse whatsoever (whether by contract or by operation of law or otherwise) may be had to the Closing Date Lead Borrower or any of its Restricted Subsidiaries or any of their respective properties or assets for any obligations of such Unrestricted Subsidiary, and (viii) the Lead Borrower shall constitute an Investment have delivered to the Administrative Agent and each Lender a certificate executed by its chief financial officer or treasurer, certifying to the best of such officer’s knowledge, compliance with the requirements of the preceding clauses (i) through (vii), inclusive, and containing the calculations (in reasonable detail) required by the Covenant Parties therein at the date of designation in an amount equal to the net book value of the Covenant Parties’ preceding clause (as applicable) investment thereinii). 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 Covenant Parties Lead Borrower in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value at the date of such designation of the Covenant Parties’ (as applicable) Lead Borrower’s Investment in such Subsidiary.

Designation of Subsidiaries. Xxxxxxx (with a) At the consent of the Company) may Borrower’s election, at any time after the Pushdown Closing Date designate any Restricted Subsidiary of any Covenant Party (other than a BorrowerGVR, NP Lake Xxxx LLC, NP Santa Fe LLC, NP Texas LLC, Boulder LLC, Red Rock LLC, Palace LLC, Sunset LLC or IP Holdco or any other Restricted Subsidiary into which any portion of the assets (other than de minimis assets) of any of the foregoing entities are transferred on or after the Closing Date (by Investment, Disposition, merger, consolidation or otherwise)) as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that that (i) immediately before and after such designation, no Default shall have occurred and be continuing, (ii) immediately after giving effect to such designation, the Covenant Parties Borrower and the Restricted Subsidiaries shall be in compliance, on a Pro Forma Basis, with the covenants set forth in Section 7.11 (it being understood that if no Test Period cited in Section 7.11 has passed, the covenants in Section 7.11 for the first Test Period cited in such Section shall be satisfied as of the last four quarters ended and, as a condition precedent to the effectiveness of any such designation, Xxxxxxx the Borrower shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance), (iii) none of the Covenant Parties may be designated as an Unrestricted Subsidiary, (iv) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of the Senior Subordinated Debt, the Senior Unsecured Debt or any Junior Financing, any Indebtedness in an aggregate principal amount greater than or equal to the Threshold Amount or any Permitted Refinancing Indebtedness in respect thereof, (iv) the Investment resulting from the designation of any such Subsidiary as applicablean Unrestricted Subsidiary pursuant to this Section 6.14(a) is permitted by Section 7.02, (v) any Indebtedness or Liens of any Unrestricted Subsidiary designated as a Restricted Subsidiary pursuant to this Section 6.14(a) are permitted by Sections 7.03 and 7.01, respectively, (vi) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary, (vii) prior to the First Test Date, no Unrestricted Subsidiary and (vi) if may be designated as a Restricted Subsidiary, (viii) no Restricted Subsidiary is being may be designated as an Unrestricted Subsidiary hereunderif it owns a Core Property, the sum of (Aix) the assets of such no Restricted Subsidiary as of such date of designation (the “Designation Date”), as set forth on such Subsidiary’s most recent balance sheet, plus (B) the aggregate amount of assets of all Unrestricted Subsidiaries may be designated as Unrestricted Subsidiaries pursuant to this Section 6.14 prior to the Designation Date (in each case measured as of the date of each such Unrestricted Subsidiary’s designation as an Unrestricted SubsidiarySubsidiary if (after giving effect to such designation) shall not exceed 5% it will provide any Guarantee of any Indebtedness of the Total Assets Borrower or any other Restricted Subsidiary; and (x) neither LandCo Holdings nor any of its Subsidiaries may be designated as a Restricted Subsidiary unless and until all commitments and letters of such Designation Date pro forma for such designationcredit under the LandCo Credit Agreement and the LandCo Loan Documents have been terminated and all loans and other obligations thereunder (other than customary indemnification and expense reimbursement obligations not then due and payable that expressly survive the termination thereof) have been paid in full in cash. The designation of any Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the Covenant Parties Borrower therein at the date of designation in an amount equal to the net book value Fair Market Value of the Covenant Parties’ assets of such Subsidiary (less any liabilities of such Subsidiary, excluding the Obligations, that will not constitute liabilities of any Loan Parties after such designation) at the time that such Subsidiary is designated as applicable) investment thereinan 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 time. (iib) At the Borrower’s election, at any time, designate a return Restricted Subsidiary as an Immaterial Subsidiary, but only to the extent that such designation is consistent with the definition of “Immaterial Subsidiary,” or as a Native American Subsidiary, but only to the extent that such designation is consistent with the definition of “Native American Subsidiary”. Upon any Immaterial Subsidiary’s or Native American Subsidiary’s (whether designated as such on any Investment by the Covenant Parties in Unrestricted Subsidiaries Closing Date or thereafter pursuant to the preceding sentence sentence) ceasing to satisfy any of the requirements set forth in the definition of such term, the Borrower shall notify the Administrative Agent thereof and shall take the actions required pursuant to Section 6.11 and such Subsidiary shall cease to be an amount equal to Immaterial Subsidiary or Native American Subsidiary, as the fair market value case may be. Notwithstanding the foregoing, after the Closing Date the Borrower may not designate any Subsidiary as an Immaterial Subsidiary if (i) the Fair Market Value of the assets of such Subsidiary at the date time of designation exceeds $25,000,000 or (ii) the sum of the Fair Market Value of the assets of such designation Subsidiary and all other Subsidiaries so designated after the Closing Date (determined at the time of designation), plus the Covenant Parties’ (aggregate amount of Investments made by the Loan Parties in Immaterial Subsidiaries as applicableprovided in Section 7.02(c) Investment in such Subsidiaryexceeds $75,000,000.

Designation of Subsidiaries. Xxxxxxx (with the consent of the Company) The Borrower may at any time after the Pushdown Closing Date designate any Restricted Subsidiary of any Covenant Party (other than a Borrower) as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation, no Default shall have occurred and be continuing, (ii) immediately after giving effect to such designation, the Covenant Parties Borrower shall be in compliance, on a Pro Forma Basis, compliance with the financial covenants set forth in Section 7.11 7.11, determined on a Pro Forma Basis as of the last day of the most recently ended Measurement Period (it being understood that or, if no Test Measurement Period cited in Section 7.11 or in the defined terms used therein has passed, the financial covenants in Section 7.11 for the first Test Measurement Period cited in such Section shall be satisfied as of the last four quarters ended ended), in each case, as if such designation had occurred on the last day of such Fiscal Quarter of the Borrower and, as a condition precedent to the effectiveness of any such designation, Xxxxxxx the Borrower shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance), (iii) none of the Covenant Parties may be designated as an Unrestricted Subsidiary, (iv) no Subsidiary (other than a Securitization Subsidiary) may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of the Senior Subordinated Debt, the Senior Unsecured Debt or any Junior Financing, as applicableother Indebtedness that has an “Unrestricted Subsidiary” concept, (viv) no Restricted Subsidiary may be designated an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary and (viv) if a Restricted Subsidiary (other than a Securitization Subsidiary or a Subsidiary that will become a Securitization Subsidiary promptly following such designation) is being designated as an Unrestricted Subsidiary hereunder, the sum of (A) the fair market value of assets of such Subsidiary as of such date of designation (the “Designation Date”), as set forth on such Subsidiary’s most recent balance sheet, plus (B) the aggregate amount fair market value of assets of all Unrestricted Subsidiaries (other than Securitization Subsidiaries) designated as Unrestricted Subsidiaries pursuant to this Section 6.14 6.17 prior to the Designation Date minus the aggregate fair market value of assets of Subsidiaries redesignated as Restricted Subsidiaries (in each case measured as of the date of each such Unrestricted Subsidiary’s designation as an Unrestricted SubsidiarySubsidiary or the date of such redesignation, as applicable, as provided in clause (A)) shall not exceed 5the greater of $75,000,000 and 2.5% of consolidated total assets of the Total Assets Borrower and its Restricted Subsidiaries as of such Designation Date pro forma for such designationdesignation (provided that any such calculation shall be without duplication for assets included in the consolidated assets of any other Subsidiary so designated and shall exclude Securitization Subsidiaries). The designation of any Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the Covenant Parties Borrower therein at the date of designation in an amount equal to the net book fair market value of the Covenant Parties’ Borrower’s investment therein (as applicable) investment thereinprovided that any such calculation shall be without duplication for assets included in the consolidated assets of any other Subsidiary so designated). 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 Covenant Parties 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 Covenant Parties’ (as applicable) Borrower’s Investment in such Subsidiary.

Designation of Subsidiaries. Xxxxxxx (with the consent a) The board of the Company) directors of Holdings may at any time after the Pushdown Date designate any Restricted Subsidiary of any Covenant Party (other than a the Canadian 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, (ii) immediately after giving effect to such designation, designation the Covenant Parties US Borrower and the Restricted Subsidiaries shall be in compliance, on a Pro Forma Basis, with the covenants set forth in Section 7.11 (it being understood that if no Test Period cited in Section 7.11 has passed, the covenants in Section 7.11 for the first Test Period cited in such Section shall be satisfied Basis as of the last four quarters ended andday of the Relevant Reference Period, as a condition precedent to with the effectiveness of any such designationFinancial Covenant (assuming, Xxxxxxx for this purpose, that the Financial Covenant was then in effect) and the US Borrower shall deliver have delivered to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance), (iii) none of the Covenant Parties no Restricted Subsidiary may be designated as an Unrestricted SubsidiarySubsidiary if after such designation it would be a “restricted subsidiary” for the purpose of any other Indebtedness with recourse to Holdings, the US Borrower or a Restricted Subsidiary and (iv) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of the Senior Subordinated Debt, the Senior Unsecured Debt or any Junior Financing, as applicable, (v) no Restricted Subsidiary may be designated an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary and (vi) if a Restricted Subsidiary is being designated as an Unrestricted Subsidiary hereunder, the sum of and then redesignated as a Restricted Subsidiary. (Ab) the assets of such Subsidiary as of such date of designation (the “Designation Date”), as set forth on such Subsidiary’s most recent balance sheet, plus (B) the aggregate amount of assets of all Unrestricted Subsidiaries designated as Unrestricted Subsidiaries pursuant to this Section 6.14 prior to the Designation Date (in each case measured as of the date of each such Unrestricted Subsidiary’s designation as an Unrestricted Subsidiary) shall not exceed 5% of the Total Assets as of such Designation Date pro forma for such designation. The designation of any Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the Covenant Parties US Borrower therein at the date of designation in an amount equal to the net book fair market value of the Covenant Parties’ US Borrower’s investment therein as determined in good faith by the US Borrower and the Investment resulting from such designation must otherwise be in compliance with Section 6.7 (as applicable) investment thereindetermined 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 or Liens of such Subsidiary existing at such time and (ii) a return on any Investment by the Covenant Parties US Borrower in such Unrestricted Subsidiaries pursuant Subsidiary; provided that (i) solely for the purpose of calculating the outstanding amounts of Investments under Section 6.7 made in respect of any Unrestricted Subsidiary being redesignated as a Restricted Subsidiary, upon such redesignation the US Borrower shall be deemed to the preceding sentence continue to have an outstanding Investment in such Subsidiary in an amount (if positive) equal to (a) the US Borrower’s Investment in such Subsidiary at the time of such redesignation less (b) the fair market value of the net assets of such Subsidiary at the time of such redesignation attributable to the US Borrower’s ownership of such Subsidiary and (ii) solely for purposes of Section 5.9(c) and the Security Documents, any Unrestricted Subsidiary designated as a Restricted Subsidiary shall be deemed to have been acquired on the date of such designation. Any property transferred to or from an Unrestricted Subsidiary shall be valued at its fair market value at the date time of such designation transfer, in each case as determined in good faith by the US Borrower. (c) For purposes of this Section 5.13, for purposes of determining Pro Forma Compliance with the Financial Covenant Parties’ (as applicable) Investment set forth in Section 6.1 with respect to any Test Period ending prior to December 31, 2013, such SubsidiaryPro Forma Compliance shall be determined by reference to the ratio applicable to the Test Period ending December 31, 2013.