Common use of Designation of Subsidiaries Clause in Contracts

Designation of Subsidiaries. The Borrowers may designate any Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that immediately before and after giving effect to such designation, no Event of Default shall have occurred and be continuing; provided, further, that the designation of any Subsidiary as an Unrestricted Subsidiary after the date hereof shall constitute an Investment by the Borrowers and their Restricted Subsidiaries, as applicable, therein at the date of designation in an amount equal to the fair market value (as determined by a Responsible Officer of the U.S. Borrower in good faith) of the applicable parties’ Investment therein and no such designation shall be effective unless the Borrowers and the Restricted Subsidiaries are in compliance with Section 6.04 after giving effect to such Investment. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time and (ii) a return on any Investment by the Borrowers 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 Borrowers’ and their Restricted Subsidiaries’ (as applicable) Investment in such Subsidiary.

Designation of Subsidiaries. The Borrowers U.S. Borrower may at any time designate any Restricted Subsidiary (other than the Belgian 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 U.S. Borrower specifying such designation and certifying that the conditions to such designation set forth in this Section 5.15 are satisfied; provided that that: (a) both immediately before and immediately after giving effect to any such designation, no Event of Default shall have occurred and be continuing; (b) after giving Pro Forma Effect to such designation, the Borrowers shall be in Pro Forma Compliance with each Financial Maintenance Covenant, in each case recomputed as of the last day of the most recently ended Test Period 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 last day of the last fiscal quarter included in the Pro Forma Financial Statements); provided, further, that and (c) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it is a “restricted subsidiary” pursuant to the terms of any Material Indebtedness of the U.S. Borrower or any of its Restricted Subsidiaries. The designation of any Subsidiary as an Unrestricted Subsidiary after the date hereof Signing Date shall constitute an Investment by the Borrowers and their Restricted Subsidiaries, as applicable, therein at U.S. Borrower in such Subsidiary on the date of designation in an amount equal to the fair market value of the U.S. Borrower’s Investment therein (as determined reasonably and in good faith by a Responsible Financial Officer of the U.S. Borrower in good faith) of the applicable parties’ Investment therein and no such designation shall be effective unless the Borrowers and the Restricted Subsidiaries are in compliance with Section 6.04 after giving effect to such InvestmentBorrower). 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 Borrowers 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 Borrowers’ and their Restricted Subsidiaries’ (as applicable) Investment in such Subsidiarytime.

Designation of Subsidiaries. The Borrowers Company may at any time designate any Restricted Subsidiary of the Company, other than the Bermuda Borrower, as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after giving effect to such designation, no Event of Default shall have occurred and be continuing; provided, further(ii) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for purpose of the Term Credit Agreement, that Permitted Refinancing Indebtedness or Permitted Receivables Facility or if it was previously designated as an Unrestricted Subsidiary, (iii) immediately after giving effect to such designation, the consolidated total assets of all Unrestricted Subsidiaries in the aggregate shall not exceed 10.0% of Consolidated Total Assets (as of the most recently ended fiscal quarter of the Company for which financial statements have been delivered pursuant to Section 5.01(a) or (b)) and (iv) the Payment Conditions shall be satisfied at such time. The designation of any Subsidiary as an Unrestricted Subsidiary after the date hereof Closing Date shall constitute an Investment by the Borrowers and their Restricted Subsidiaries, as applicable, Company therein at the date of designation in an amount equal to the fair market value (as determined by a Responsible Officer of the U.S. Borrower in good faith) of the applicable parties’ Investment therein and no such designation shall be effective unless the Borrowers and the Company’s or its Restricted Subsidiaries are in compliance with Section 6.04 after giving effect to such InvestmentSubsidiaries’, as applicable, Investments therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time and (ii) a return on any Investment by the Borrowers or any Restricted Subsidiary 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 Borrowers’ and their Restricted Company’s or its Subsidiaries’ (, as applicable) Investment , investment in such Subsidiary.

Designation of Subsidiaries. The Borrowers Borrower may at any time after the Closing Date designate any Restricted Subsidiary (other than any Restricted Subsidiary that was previously an Unrestricted Subsidiary) of the Borrower as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after giving effect to such designationdesignation on a Pro Forma Basis, no Event of Default shall have occurred and be continuing; provided, further(ii) the Borrower shall be in compliance, that on a Pro Forma Basis, with the Financial Performance Covenant recomputed as of the last day of the Test Period and (iii) no Subsidiary may be designated as an Unrestricted Subsidiary or continue as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of other Indebtedness of the Borrower. The designation of any Subsidiary as an Unrestricted Subsidiary after the date hereof Closing Date shall constitute an Investment by the Borrowers and their Restricted Subsidiaries, as applicable, Borrower therein at the date of designation in an amount equal to the fair market value of the Borrower’s or its Subsidiary’s (as determined by a Responsible Officer of the U.S. Borrower in good faithapplicable) of the applicable parties’ Investment therein and no such designation shall be effective unless the Borrowers and the Restricted Subsidiaries are in compliance with Section 6.04 after giving effect to such Investmentinvestment 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 Borrowers or any Restricted Subsidiary 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 Borrowers’ and their Restricted Subsidiaries’ Borrower’s or its Subsidiary’s (as applicable) Investment in such Subsidiary.

Designation of Subsidiaries. The Borrowers board of directors of the Borrower may at any time designate any Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after giving effect to such designation, no Event of Default shall have occurred and be continuing; provided, further(ii) immediately after giving effect to such designation, that the Borrower and the Restricted Subsidiaries shall be in compliance, on a Pro Forma Basis, with the Financial Covenant (and, as a condition precedent to the effectiveness of any such designation, the Borrower shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance), (iii) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of any Indebtedness then outstanding in a principal amount greater than the Threshold Amount, as applicable and (iv) the Investment resulting from the designation of such Subsidiary as an Unrestricted Subsidiary as described in the immediately succeeding sentence is permitted by Section 7.02. The designation of any Subsidiary as an Unrestricted Subsidiary after the date hereof shall constitute an Investment by the Borrowers and their Restricted Subsidiaries, as applicable, Borrower therein at the date of designation in an amount equal to the fair market value (as determined by a Responsible Officer Fair Market Value of the U.S. Borrower in good faith) net assets of the applicable parties’ Investment therein and no respective Subsidiary at the time that such designation shall be effective unless the Borrowers and the Restricted Subsidiaries are in compliance with Section 6.04 after giving effect to such InvestmentSubsidiary is designated an Unrestricted Subsidiary. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time and (ii) time. Notwithstanding the foregoing, any Unrestricted Subsidiary that has been re-designated a return on any Investment by the Borrowers or any Restricted Subsidiary in may not be subsequently re-designated as an Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value at the date of such designation of the Borrowers’ and their Restricted Subsidiaries’ (as applicable) Investment in such Subsidiary.

Designation of Subsidiaries. The Borrowers Borrower may at any time after the Closing Date designate any Restricted Subsidiary of Holdings (other than the Borrower) as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after giving effect to such designation, no Event of Default shall have occurred and be continuing; providedcontinuing or would result therefrom, further(ii) in the case of the designation of an Unrestricted Subsidiary as a Restricted Subsidiary, that immediately after giving effect to such designation, the Total Net Leverage Ratio on a Pro Forma Basis shall be no greater than 5.75:1.00 and (iii) no Subsidiary may be designated as an Unrestricted Subsidiary if, after such designation, it would be a “Restricted Subsidiary” for the purpose of any Specified Indebtedness, any Permitted Debt or any Permitted Refinancing thereof. The designation of any Subsidiary as an Unrestricted Subsidiary after the date hereof Closing Date shall constitute an Investment by the Borrowers and their Restricted Subsidiaries, as applicable, Holdings therein at the date of designation in an amount equal to the fair market value (as determined by a Responsible Officer Fair Market Value of the U.S. Borrower in good faith) of the applicable parties’ Investment therein and no such designation shall be effective unless the Borrowers and the Restricted Subsidiaries are in compliance with Section 6.04 after giving effect to such Investment. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time and (ii) a return on any Investment by the Borrowers or any Restricted Subsidiary Holdings in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value at the date Fair Market Value of such designation of the Borrowers’ and their Restricted Subsidiaries’ (as applicable) Investment in such Subsidiary.

Designation of Subsidiaries. The Borrowers board of directors of the Parent Borrower may at any time designate any Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation, no Default shall have occurred and be continuing, (ii) other than for purposes of designating a Restricted Subsidiary as an Unrestricted Subsidiary that is a Securitization Subsidiary (as defined in the CF Agreement) in connection with the establishment of a Qualified Securitization Financing (as defined in the CF Agreement), immediately after giving effect to such designation, the Senior Secured Leverage Ratio for the Test Period immediately preceding such designation is less than or equal to 4.5 to 1.0 (calculated on a Pro Forma Basis) (and, as a condition precedent to the effectiveness of any such designation, the Parent Borrower shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating satisfaction of such test) and (iii) no Event Subsidiary may be designated as an Unrestricted Subsidiary if, after such designation, it would be a “Restricted Subsidiary” for the purpose of Default shall have occurred and be continuing; providedthe CF Facilities, furtherthe Senior Interim Loan Facility, that the Senior Subordinated Interim Loan Facility, the Senior Notes, the Senior Subordinated Notes, the Exchange Notes or any other Junior Financing or any other Indebtedness of any Loan Party. The designation of any Subsidiary as an Unrestricted Subsidiary after the date hereof shall constitute an Investment by the Borrowers and their Restricted Subsidiaries, as applicable, Parent Borrower therein at the date of designation in an amount equal to the fair market net book value (as determined by a Responsible Officer of the U.S. Borrower in good faith) of the applicable parties’ Investment therein and no such designation shall be effective unless the Borrowers and the Restricted Subsidiaries are in compliance with Section 6.04 after giving effect to such InvestmentParent 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 Borrowers 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 Borrowers’ and their Restricted Subsidiaries’ (as applicable) Investment in such Subsidiarytime.

Designation of Subsidiaries. The Borrowers Borrower may at any time designate any Restricted Subsidiary of the Borrower as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation, no Default shall have occurred and be continuing, (ii) immediately after giving effect to such designation, the Borrower shall be in compliance, on a Pro Forma Basis, with the covenant set forth in Section 7.10 as if then in effect (and regardless of whether the financial covenant set forth in Section 7.10 is required to be tested at such date), and, as a condition precedent to the effectiveness of any such designation, the Borrower shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance, (iii) no Event Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of Default shall have occurred any Junior Financing, as applicable and (iv) no Restricted Subsidiary may be continuing; provided, further, that the designated an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary. The designation of any Subsidiary as an Unrestricted Subsidiary after the date hereof Closing Date shall constitute an Investment by the Borrowers and their Restricted Subsidiaries, as applicable, Borrower therein at the date of designation in an amount equal to the fair market value of the Borrower’s or its Subsidiary’s (as determined by a Responsible Officer of the U.S. Borrower in good faithapplicable) of the applicable parties’ Investment therein and no such designation shall be effective unless the Borrowers and the Restricted Subsidiaries are in compliance with Section 6.04 after giving effect to such Investmenttherein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (ix) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time and (iiy) a return on any Investment by the Borrowers or any Restricted Subsidiary 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 Borrowers’ and their Restricted Subsidiaries’ Borrower’s or its Subsidiary’s (as applicable) Investment in such Subsidiary.

Designation of Subsidiaries. The Borrowers Borrower may at any time after the Effective Date designate (x) any Restricted Subsidiary of the Borrower as an Unrestricted Subsidiary or (y) any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after giving effect to such designationdesignation on a Pro Forma Basis, no Event of Default shall have occurred and be continuing; provided, further(ii) immediately after giving effect to such designation, that the Borrower is in compliance, on a Pro Forma Basis, with the Financial Covenant for the most recently ended Test Period and (iii) no Subsidiary may be designated as an Unrestricted Subsidiary or continue as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of any third party Material Indebtedness for borrowed money of the Borrower pursuant to which a Subsidiary may be designated an “Unrestricted Subsidiary.” The designation of any Subsidiary as an Unrestricted Subsidiary after the date hereof Effective Date shall constitute an Investment by the Borrowers and their Restricted Subsidiaries, as applicable, Borrower therein at the date of designation in an amount equal to the fair market value Fair Market Value of the Borrower’s or its Subsidiary’s (as determined by a Responsible Officer of the U.S. Borrower in good faithapplicable) of the applicable parties’ Investment therein and no such designation shall be effective unless the Borrowers and the Restricted Subsidiaries are in compliance with Section 6.04 after giving effect to such Investmentinvestment 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 Borrowers or any Restricted Subsidiary 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 Borrowers’ and their Restricted Subsidiaries’ Borrower’s or its Subsidiary’s (as applicable) Investment in such Subsidiary.

Designation of Subsidiaries. The Borrowers Borrower may at any time after the Effective Date designate (x) any Restricted Subsidiary of the Borrower as an Unrestricted Subsidiary or (y) any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after giving effect to such designationdesignation on a pro forma basis, no Event of Default shall have occurred and be continuing; provided, further, that continuing and (ii) no Subsidiary may be designated as an Unrestricted Subsidiary or continue as an Unrestricted Subsidiary (A) if it is a “Restricted Subsidiary” for the purpose of any third party Material Indebtedness for borrowed money of the Borrower pursuant to which a Subsidiary may be designated an “Unrestricted Subsidiary” or (B) unless each Subsidiary of such Subsidiary has been designated as an “Unrestricted Subsidiary” in accordance with this Section. The designation of any Subsidiary as an Unrestricted Subsidiary after the date hereof Effective Date shall constitute an Investment by the Borrowers and their Restricted Subsidiaries, as applicable, Borrower therein at the date of designation in an amount equal to the fair market value Fair Market Value of the Borrower’s or its Subsidiary’s (as determined by a Responsible Officer of the U.S. Borrower in good faithapplicable) of the applicable parties’ Investment therein and no such designation shall be effective unless the Borrowers and the Restricted Subsidiaries are in compliance with Section 6.04 after giving effect to such Investmentinvestment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence Incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time and (ii) a return on any Investment by the Borrowers or any Restricted Borrower in such Unrestricted Subsidiary in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value Fair Market Value at the date of such designation of the Borrowers’ and their Restricted Subsidiaries’ Borrower’s or its Subsidiary’s (as applicable) Investment in such Subsidiary.

Designation of Subsidiaries. The Borrowers Borrower may at any time after the Closing Date designate any Restricted Subsidiary of the Borrower as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after giving effect to such designation, no Event of Default shall have occurred and be continuing; provided, further(ii) [reserved], that (iii) no Subsidiary may be designated as an Unrestricted Subsidiary if, after such designation, it would be a “Restricted Subsidiary” for the purpose of the ABL Facility, the Secured Term Loan Facility, the 2020 Notes (or any Permitted Refinancing of any 2020 Notes), the 2021 Notes (or any Permitted Refinancing of any 2020 Notes), any Permitted Ratio Debt or any Junior Financing and (iv) no Restricted Subsidiary may be designated an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary. The designation of any Subsidiary as an Unrestricted Subsidiary after the date hereof Closing Date shall constitute an Investment by the Borrowers and their Restricted Subsidiaries, as applicable, Borrower therein at the date of designation in an amount equal to the fair market value as determined in good faith by the Borrower of the Borrower’s or its Subsidiary’s (as determined by a Responsible Officer of the U.S. Borrower in good faithapplicable) of the applicable parties’ Investment therein and no such designation shall be effective unless the Borrowers and the Restricted Subsidiaries are in compliance with Section 6.04 after giving effect to such Investmenttherein. 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 Borrowers or any Restricted Subsidiary Borrower in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value as determined in good faith by the Borrower at the date of such designation of the Borrowers’ and their Restricted Subsidiaries’ Borrower’s or its Subsidiary’s (as applicable) Investment in such Subsidiary.

Designation of Subsidiaries. The Borrowers Company may at any time designate any Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted SubsidiarySubsidiary by delivering to the Administrative Agent a certificate of an Authorized Officer of the Company specifying such designation and certifying that the conditions to such designation set forth in this Section 5.17 are satisfied; provided that that: (i) both immediately before and immediately after giving effect to any such designation, no Event of Default shall have occurred and be continuing; (ii) if the Financial Covenant is then in effect, the Company shall be in Pro Forma Compliance with the Financial Covenant, recomputed as of the last day of the most recently ended Test Period 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 last day of the fiscal quarter ending December 31, 2013); (iii) in the case of 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 5.17; providedand (iv) in the case of a designation of an Unrestricted Subsidiary as a Subsidiary, furthereach subsidiary of such Unrestricted Subsidiary has been, that the or concurrently therewith will be, designated as a Subsidiary in accordance with this Section 5.17. The designation of any Subsidiary as an Unrestricted Subsidiary after the date hereof shall constitute an Investment by the Borrowers and their Restricted Subsidiaries, as applicable, therein at Company in such Subsidiary on the date of designation in an amount equal to the fair market value of the Company's Investment therein (as determined reasonably and in good faith by a Responsible Financial Officer of the U.S. Borrower in good faith) of the applicable parties’ Investment therein and no such designation shall be effective unless the Borrowers and the Restricted Subsidiaries are in compliance with Section 6.04 after giving effect to such InvestmentCompany). 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 Borrowers 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 Borrowers’ and their Restricted Subsidiaries’ (as applicable) Investment in such Subsidiarytime.

Designation of Subsidiaries. The Borrowers Lead Borrower may at any time after the Closing Date designate any Restricted Subsidiary of the Lead Borrower as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary of the Lead Borrower (“Unrestricted Subsidiary”); provided that that, (i) immediately before and after giving effect to such designation, no Event of Default shall have occurred and be continuing; provided, further(ii) no Subsidiary may be designated as an Unrestricted Subsidiary if, that after such designation, it would be a “Restricted Subsidiary” for the purpose of any Junior Financing, Credit Agreement Refinancing Indebtedness, Other Term Loans or Other Notes (and, in each case, any Permitted Refinancing thereof) and (iii) no Unrestricted Subsidiary shall own any Material Intellectual Property. The designation of any Subsidiary of the Lead Borrower as an Unrestricted Subsidiary after the date hereof Closing Date shall constitute an Investment by the Borrowers and their Restricted Subsidiaries, as applicable, Loan Parties therein at the date of designation in an amount equal to the fair market value Fair Market Value as determined in good faith by the Lead Borrower of such Loan Party’s or its Subsidiary’s (as determined by a Responsible Officer of the U.S. Borrower in good faithapplicable) of the applicable parties’ Investment therein and no such designation shall be effective unless the Borrowers and the Restricted Subsidiaries are in compliance with Section 6.04 after giving effect to such Investmenttherein. 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 Borrowers or any Restricted Subsidiary Loan Parties in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value Fair Market Value as determined in good faith by the Lead Borrower at the date of such designation of the Borrowers’ and their Restricted Subsidiaries’ such Loan Party’s or its Subsidiary’s (as applicable) Investment in such Subsidiary.

Designation of Subsidiaries. The Borrowers Holdings, Intermediate Holdings or any Borrower may at any time after the Effective Date designate any Restricted Subsidiary (other than a Borrower) as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after giving effect to such designationdesignation on a Pro Forma Basis as of the end of the most recent Test Period, no Event of Default shall have occurred and be continuing; provided, further(ii) immediately after giving effect to such designation, that Holdings shall have a First Lien Leverage Ratio less than or equal 6.10 to 1.0 on a Pro Forma Basis and (iii) no Subsidiary may be designated as an Unrestricted Subsidiary or continue as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of any Material Indebtedness. The designation of any Subsidiary as an Unrestricted Subsidiary after the date hereof Effective Date shall constitute an Investment by the Borrowers and their Restricted Subsidiaries, as applicable, Holdings therein at the date of designation in an amount equal to the fair market value Fair Market Value of Holdings’ or its Subsidiary’s (as determined by a Responsible Officer of the U.S. Borrower in good faithapplicable) of the applicable parties’ Investment therein and no such designation shall be effective unless the Borrowers and the Restricted Subsidiaries are in compliance with Section 6.04 after giving effect to such Investmentinvestment 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 Borrowers or any Restricted Subsidiary Holdings in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value Fair Market Value at the date of such designation of the BorrowersHoldings’ and their Restricted Subsidiaries’ or its Subsidiary’s (as applicable) Investment in such Subsidiary.

Designation of Subsidiaries. The Borrowers Holdings may at any time after the Closing Date designate any Restricted Subsidiary of Holdings as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after giving effect to such designation, no Default or Event of Default shall have occurred and be continuing; provided, further(ii) in the case of the designation of an Unrestricted Subsidiary as a Restricted Subsidiary, that immediately after giving effect to such designation, Holdings could incur $1.00 of Permitted Ratio Debt, or the Consolidated Cash Interest Coverage Ratio would be no less than the Consolidated Cash Interest Coverage Ratio immediately prior to giving effect thereto, (iii) no Subsidiary may be designated as an Unrestricted Subsidiary if, after such designation, it would be a “Restricted Subsidiary” for the purpose of any Junior Financing, any Incremental Equivalent Debt, any Refinancing Equivalent Debt, any Permitted Ratio Debt or any Permitted Refinancing thereof and (iv) no Restricted Subsidiary may be designated an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary. The designation of any Subsidiary as an Unrestricted Subsidiary after the date hereof Closing Date shall constitute an Investment by the Borrowers and their Restricted Subsidiaries, as applicable, Holdings therein at the date of designation as set forth in an amount equal to the fair market value (as determined by a Responsible Officer definition of the U.S. Borrower in good faith) of the applicable parties’ Investment therein and no such designation shall be effective unless the Borrowers and the Restricted Subsidiaries are in compliance with Section 6.04 after giving effect to such “Investment. .” The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time and (ii) a return on any Investment by the Borrowers or any Restricted Subsidiary Holdings in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value at the date definition of such designation of the Borrowers’ and their Restricted Subsidiaries’ (as applicable) Investment in such Subsidiary“Investment.”

Designation of Subsidiaries. The Borrowers Borrower may at any time after the Agreement Date designate any Restricted Subsidiary of the Borrower as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after giving effect to such designationdesignation on a Pro Forma Basis, no Event of Default shall have occurred and be continuing; provided, further, that continuing and (ii) 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 other Material Indebtedness of the Borrower. The designation of any Subsidiary as an Unrestricted Subsidiary after the date hereof Agreement Date shall constitute an Investment by the Borrowers and their Restricted Subsidiaries, as applicable, Borrower therein at the date of designation in an amount equal to the fair market value of the Borrower’s or its Subsidiary’s (as determined by a Responsible Officer of the U.S. Borrower in good faithapplicable) of the applicable parties’ Investment therein and no such designation shall be effective unless the Borrowers and the Restricted Subsidiaries are in compliance with Section 6.04 after giving effect to such Investmentinvestment 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 Borrowers or any Restricted Subsidiary 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 Borrowers’ and their Restricted Subsidiaries’ Borrower’s or its Subsidiary’s (as applicable) Investment in such Subsidiary.

Designation of Subsidiaries. The Borrowers board of directors of the Borrower may at any time designate any Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (a) immediately before and after such designation, no Default shall have occurred and be continuing, (b) immediately after giving effect to such designation, the Borrower and its Restricted Subsidiaries shall be in compliance, on a Pro Forma Basis, with the covenants set forth in Section 7.10 (and, as a condition precedent to the effectiveness of any such designation, the Borrower shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance), (c) notwithstanding anything else in this Section 6.15 to the contrary, any Unrestricted Subsidiary that has been re-designated a Restricted Subsidiary may not be subsequently re-designated as an Unrestricted Subsidiary and (d) no Event Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of Default shall have occurred and be continuing; provided, further, that the any Junior Financing. The designation of any Subsidiary as an Unrestricted Subsidiary after the date hereof shall constitute an Investment by Borrower or the Borrowers and their relevant Restricted Subsidiaries, Subsidiary (as applicable, ) therein at the date of designation in an amount equal to the fair market value of such Person’s (as determined by a Responsible Officer of the U.S. Borrower in good faithapplicable) of the applicable parties’ Investment investment therein and no the Investment resulting from such designation shall must otherwise be effective unless the Borrowers and the Restricted Subsidiaries are in compliance with Section 6.04 after giving effect to such Investment7.02. 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 Borrowers or any Restricted Subsidiary in Unrestricted Subsidiaries pursuant to the preceding sentence of DBI are set forth in an amount equal to the fair market value at the date of such designation Section 6.15 of the Borrowers’ and their Restricted Subsidiaries’ (as applicable) Investment in such SubsidiaryConfidential Disclosure Letter.

Designation of Subsidiaries. The Borrowers Company may at any time designate any Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted SubsidiarySubsidiary by delivering to the Administrative Agent a certificate of an Authorized Officer of the Company specifying such designation and certifying that the conditions to such designation set forth in this Section 5.17 are satisfied; provided that that: (i) both immediately before and immediately after giving effect to any such designation, no Event of Default shall have occurred and be continuing; (ii) if the Financial Covenant is then in effect, the Company shall be in Pro Forma Compliance with the Financial Covenant, recomputed as of the last day of the most recently ended Test Period 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 last day of the fiscal quarter ending December 31, 2013); (iii) in the case of 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 5.17; providedand (iv) in the case of a designation of an Unrestricted Subsidiary as a Subsidiary, furthereach subsidiary of such Unrestricted Subsidiary has been, that the or concurrently therewith will be, designated as a Subsidiary in accordance with this Section 5.17. The designation of any Subsidiary as an Unrestricted Subsidiary after the date hereof shall constitute an Investment by the Borrowers and their Restricted Subsidiaries, as applicable, therein at Company in such Subsidiary on the date of designation in an amount equal to the fair market value of the Company’s Investment therein (as determined reasonably and in good faith by a Responsible Financial Officer of the U.S. Borrower in good faith) of the applicable parties’ Investment therein and no such designation shall be effective unless the Borrowers and the Restricted Subsidiaries are in compliance with Section 6.04 after giving effect to such InvestmentCompany). 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 Borrowers 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 Borrowers’ and their Restricted Subsidiaries’ (as applicable) Investment in such Subsidiarytime.

Designation of Subsidiaries. The Borrowers Subject to the limitations in the definition of Unrestricted Subsidiary, the Company may at any time designate any Restricted Subsidiary of the Company (other than any Borrower or, to the extent any assets thereof are included in the Borrowing Base, any other Loan Party) as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (a) immediately before and after giving effect to such designation, no Default or Event of Default shall have occurred and be continuing; provided, further(b) on Pro Forma Basis, that the Payment Conditions shall be satisfied, and (c) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if (i), after such designation, it is a “restricted subsidiary” under any Permitted Term Loan Indebtedness or Subordinated Debt or (ii) any Restricted Subsidiary would be a Subsidiary of such Unrestricted Subsidiary. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the date hereof Effective Date shall constitute an Investment by the Borrowers and their Restricted Subsidiaries, as applicable, Company therein at the date of designation in an amount equal to the fair market value of the Company or its Restricted Subsidiaries’ (as applicable) Investments therein as determined by a Responsible Officer of the U.S. Borrower in good faith) of faith by the applicable parties’ Investment therein and no such designation shall be effective unless the Borrowers and the Restricted Subsidiaries are in compliance with Section 6.04 after giving effect to such InvestmentBorrower Representative. The designation of any Unrestricted Subsidiary as a an Restricted Subsidiary after the Effective Date shall constitute (i) the incurrence at the time of designation the incurrence of any Investment, Indebtedness or Liens of such Restricted Subsidiary existing at such time and (ii) a return on any Investment by the Borrowers 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 Borrowers’ and their Restricted Subsidiaries’ (as applicable) Investment in such Subsidiarytime.

Designation of Subsidiaries. The Borrowers Dutch Borrower may at any time after the Effective Date designate (x) any Restricted Subsidiary of the Dutch Borrower as an Unrestricted Subsidiary or (y) any Unrestricted Subsidiary as a Restricted SubsidiarySubsidiary (such designation pursuant to this clause (y), a “Subsidiary Redesignation”); provided that (i) immediately before and after giving effect to such designationdesignation on a Pro Forma Basis, no Event of Default shall have occurred and be continuing; provided, furtherincluding pursuant to Section 6.12 for the most recently ended Test Period on a Pro Forma Basis, that and (ii) 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 Indebtedness of the Dutch Borrower pursuant to which a Subsidiary may be designated an “Unrestricted Subsidiary.” The designation of any Subsidiary as an Unrestricted Subsidiary after the date hereof Effective Date shall constitute an Investment by the Borrowers and their Restricted Subsidiaries, as applicable, Dutch Borrower therein at the date of designation in an amount equal to the fair market value Fair Market Value of the Dutch Borrower’s or its Subsidiary’s (as determined by a Responsible Officer of the U.S. Borrower in good faithapplicable) of the applicable parties’ Investment therein and no such designation shall be effective unless the Borrowers and the Restricted Subsidiaries are in compliance with Section 6.04 after giving effect to such Investmentinvestment 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 Borrowers or any Restricted Subsidiary Dutch 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 Borrowers’ and their Restricted Subsidiaries’ Borrower’s or its Subsidiary’s (as applicable) Investment in such Subsidiary.

Designation of Subsidiaries. The Borrowers Company may at any time designate any Restricted Subsidiary of the Company as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after giving effect to such designation, no Event of Default shall have occurred and be continuing; provided, further(ii) [reserved] and (iii) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of the Existing RCF Credit Agreement, that the Closing Date Senior Unsecured Bridge Loans, the Closing Date Senior Unsecured Notes, the Target Notes, Indebtedness incurred under Section 7.03(s) or Section 7.03(w) or any Junior Financing with a principal amount in excess of the Threshold Amount, as applicable. The designation of any Subsidiary as an Unrestricted Subsidiary after the date hereof Closing Date shall constitute an Investment by the Borrowers and their Restricted Subsidiaries, as applicable, Company therein at the date of designation in an amount equal to the fair market value of the Company’s or its Subsidiary’s (as determined by a Responsible Officer of the U.S. Borrower in good faithapplicable) of the applicable parties’ Investment therein and no such designation shall be effective unless the Borrowers and the Restricted Subsidiaries are in compliance with Section 6.04 after giving effect to such Investmenttherein. 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 Borrowers or any Restricted Subsidiary 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 Borrowers’ and their Restricted Subsidiaries’ Company’s or its Subsidiary’s (as applicable) Investment in such Subsidiary.

Designation of Subsidiaries. The Borrowers Borrower may at any time after the Effective Date designate any Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (a) immediately before and after giving effect to such designationdesignation on a Pro Forma Basis, no Event of Default shall have occurred and be continuing; provided, further(b) immediately after giving effect to such designation, that the Borrower shall be in compliance on a Pro Forma Basis with the financial covenants set forth in Section 6.10(a), recomputed as of the last day of the most recently ended Reference Period for which Financial Statements are available and (c) no Unrestricted Subsidiary may be a “restricted subsidiary” for the purpose of any other Indebtedness of the Borrower. The designation of any Subsidiary as an Unrestricted Subsidiary after the date hereof Effective Date shall constitute an Investment by the Borrowers and their Restricted Subsidiaries, as applicable, Borrower therein at the date of designation in an amount equal to the fair market value of the Borrower’s or such subsidiary’s (as determined by a Responsible Officer of the U.S. Borrower in good faithapplicable) of the applicable parties’ Investment therein and no such designation shall be effective unless the Borrowers and the Restricted Subsidiaries are in compliance with Section 6.04 after giving effect to such Investmentinvestment 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 Borrowers or any Restricted Subsidiary 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 Borrowers’ and their Restricted Subsidiaries’ Borrower’s or such Subsidiary’s (as applicable) Investment in such Subsidiary.

Designation of Subsidiaries. The Borrowers Borrower may at any time after the Effective Date designate any Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided (i) that immediately before and after giving effect to such designationdesignation on a Pro Forma Basis, no Event of Default shall have occurred and be continuing; provided, further(ii) immediately after giving effect to such designation, that on a Pro Forma Basis, the Total Net Leverage Ratio shall not exceed 7.50 to 1.00 for the most recently ended Test Period and (iii) no Subsidiary may be designated as an Unrestricted Subsidiary or continue as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of the Second Lien Notes or any other Material Indebtedness of Holdings or the Borrower. The designation of any Subsidiary as an Unrestricted Subsidiary after the date hereof Effective Date shall constitute an Investment by the Borrowers and their Restricted Subsidiaries, as applicable, Borrower therein at the date of designation in an amount equal to the fair market value Fair Market Value of the Borrower’s or their respective subsidiaries’ (as determined by a Responsible Officer of the U.S. Borrower in good faithapplicable) of the applicable parties’ Investment therein and no such designation shall be effective unless the Borrowers and the Restricted Subsidiaries are in compliance with Section 6.04 after giving effect to such Investmentinvestment 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 Borrowers or any Restricted Subsidiary 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 Borrowers’ and their Restricted Borrower’s or its Subsidiaries’ (as applicable) Investment in such Subsidiary.

Designation of Subsidiaries. The Borrowers Borrower may at any time after the Effective Date designate any Restricted Subsidiary (other than the Borrower) as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that immediately before and after giving effect to such designationdesignation on a Pro Forma Basis, no Event of Default shall have occurred and be continuing; provided, further, that the . The designation of any Subsidiary as an Unrestricted Subsidiary after the date hereof Effective Date shall constitute an Investment by the Borrowers and their Restricted Subsidiaries, as applicable, Borrower therein at the date of designation in an amount equal to the fair market value Fair Market Value of the Borrower’s or its Subsidiary’s (as determined by a Responsible Officer of the U.S. Borrower in good faithapplicable) of the applicable parties’ Investment therein and no such designation shall be effective unless the Borrowers and the Restricted Subsidiaries are in compliance with Section 6.04 after giving effect to such Investmentinvestment 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 Borrowers or any Restricted Subsidiary 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 Borrowers’ and their Restricted Subsidiaries’ Borrower’s or its Subsidiary’s (as applicable) Investment in such Subsidiary. Notwithstanding anything to the contrary herein, the Borrower shall not designate any Restricted Subsidiary as an Unrestricted Subsidiary if at the time of such designation such Restricted Subsidiary owns any Material Restricted Assets.

Designation of Subsidiaries. (a) The Borrowers board of directors of the Borrower may at any time designate any Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after giving effect to such designation, no Default or Event of Default shall have occurred and be continuing; provided, further(ii) if the Financial Covenant is then in effect, that immediately after giving effect to such designation the Borrower and the Restricted Subsidiaries shall be in compliance, on a Pro Forma Basis as of the last day of the relevant Reference Period, with the Financial Covenant and the Borrower shall have delivered to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance, (iii) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if after such designation it would be a “restricted subsidiary” for the purpose of any other Indebtedness with recourse to the Parent, the Borrower or a Restricted Subsidiary and (iv) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it was previously designated as an Unrestricted Subsidiary and then redesignated as a Restricted Subsidiary. (b) The designation of any Subsidiary as an Unrestricted Subsidiary after the date hereof shall constitute an Investment by the Borrowers and their Restricted Subsidiaries, as applicable, Borrower therein at the date of designation in an amount equal to the fair market value (of the Borrower’s investment therein as determined in good faith by a Responsible Officer the board of directors of the U.S. Borrower in good faith) of and the applicable parties’ Investment therein and no resulting from such designation shall must otherwise be effective unless the Borrowers and the Restricted Subsidiaries are in compliance with Section 6.04 after giving effect to 6.8 (as determined at the time of such Investmentdesignation). 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 Borrowers or Borrower in such Unrestricted Subsidiary; provided that (i) solely for the purpose of calculating the outstanding amounts of Investments under Section 6.8, upon a redesignation of any Unrestricted Subsidiary as a Restricted Subsidiary, the Borrower shall be deemed to continue to have an outstanding Investment in an Unrestricted Subsidiary equal to an amount (if positive) equal to (a) the Borrower’s Investment in such Subsidiary at the time of such redesignation less (b) the portion of the fair market value of the net assets of such Subsidiary at the time of such redesignation and (ii) solely for purposes of Section 5.10(c) and the Security Documents, any Unrestricted Subsidiary designated as a Restricted Subsidiary in shall be deemed to have been acquired on the date of such designation. Any property transferred to or from an Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the 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 Borrowers’ and their Restricted Subsidiaries’ (as applicable) Investment in such SubsidiaryBorrower.

Designation of Subsidiaries. The Borrowers may Board of Directors may, at any time designate any Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided provided, that immediately before and after giving effect to such designation, (i) no Default or Event of Default shall have occurred and be continuing; providedcontinuing and (ii) no Subsidiary may be designated as an Unrestricted Subsidiary if, furtherafter such designation, that it would be a “Restricted Subsidiary” for the purpose of the Revolving Credit Facility, the First Lien Term Loan Agreement or any Subordinated Indebtedness. For purposes of Section 7.4 hereof, the designation of any Subsidiary as an Unrestricted Subsidiary after the date hereof Closing Date shall constitute be deemed to be an Investment acquisition by the Borrowers and their Restricted Subsidiaries, as applicable, therein Issuer of the Equity Interests of such Unrestricted Subsidiary at the date of designation in an amount for a purchase price and investments equal to (x) if such Restricted Subsidiary is being acquired by a Note Party on such date of designation, the total aggregate value of all consideration (including all Earnouts) paid by such Note Party for such acquisition and (y) in all other cases, the fair market value (as determined by a Responsible Officer of the U.S. Borrower in good faith) assets of the applicable parties’ Investment therein and no such designation shall be effective unless the Borrowers and the Restricted Subsidiaries are in compliance with Section 6.04 after giving effect to Subsidiary at such Investmentdate of designation. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time and (ii) and, for purposes of Section 7.4, a return on any Investment investment by the Borrowers or any Restricted Subsidiary Issuer in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value of the assets of such Subsidiary at the such date of such designation of designation. Notwithstanding the Borrowers’ and their foregoing, any Unrestricted Subsidiary that has been re-designated a Restricted Subsidiaries’ (Subsidiary may not be subsequently re-designated as applicable) Investment in such an Unrestricted Subsidiary.

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

Designation of Subsidiaries. The Borrowers Borrower may at any time after the Effective Date designate any Restricted Subsidiary (other than the Borrower) as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that immediately before and after giving effect to such designationdesignation on a Pro Forma Basis, no Event of Default shall have occurred and be continuing; provided, further, that the . The designation of any Subsidiary as an Unrestricted Subsidiary after the date hereof Effective Date shall constitute an Investment by the Borrowers and their Restricted Subsidiaries, as applicable, Borrower therein at the date of designation in an amount equal to the fair market value Fair Market Value of the Borrower’s or its Subsidiary’s (as determined by a Responsible Officer of the U.S. Borrower in good faithapplicable) of the applicable parties’ Investment therein and no such designation shall be effective unless the Borrowers and the Restricted Subsidiaries are in compliance with Section 6.04 after giving effect to such Investmentinvestment 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 Borrowers or any Restricted Subsidiary 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 Borrowers’ and their Restricted Subsidiaries’ Borrower’s or its Subsidiary’s (as applicable) Investment in such Subsidiary. Notwithstanding anything to the contrary herein, the Borrower shall not designate any Restricted Subsidiary as an Unrestricted Subsidiary if at the time of such designation such Restricted Subsidiary owns any Satellite that is owned by the Borrower or any of its Restricted Subsidiaries as of the Effective Date.

Designation of Subsidiaries. The Borrowers U.S. Borrower may at any time designate any Restricted Subsidiary of the U.S. Borrower (other than the Dutch Borrower) as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after giving effect to such designation, no Event of Default shall have occurred and be continuing; provided, further(ii) immediately after giving effect to such designation, that the Total Net Leverage Ratio on a Pro Forma Basis, as of the last day of the most recent fiscal year or fiscal quarter for which Financials have been delivered, would not exceed 3.50 to 1.00, and, as a condition precedent to the effectiveness of any such designation, the U.S. Borrower shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating compliance with such ratio and (iii) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for purposes of any Material Indebtedness. The designation of any Subsidiary as an Unrestricted Subsidiary after the date hereof Closing Date shall constitute an Investment by the Borrowers and their Restricted Subsidiaries, as applicable, U.S. Borrower therein at the date of designation in an amount equal to the fair market value (as determined by a Responsible Officer of the U.S. Borrower in good faith) of the applicable parties’ Investment therein and no such designation shall be effective unless the Borrowers and the Borrower’s or its Restricted Subsidiaries are in compliance with Section 6.04 after giving effect to such InvestmentSubsidiaries’, as applicable, Investments therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time and (ii) a return on any Investment by the Borrowers or any Restricted Subsidiary U.S. 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 Borrowers’ and their Restricted U.S. Borrower or its Subsidiaries’ (, as applicable) Investment , investment in such Subsidiary.

Designation of Subsidiaries. The Borrowers Issuer may at any time after the Issue Date designate any Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after giving effect to such designationdesignation on a Pro Forma Basis, no Event of Default shall have occurred and be continuing; provided, further(ii) immediately after giving effect to such designation, that on a Pro Forma Basis, the Total Net Leverage Ratio shall not exceed 7.50 to 1.00 for the most recently ended Test Period and (iii) no Subsidiary may be designated as an Unrestricted Subsidiary or continue as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of the Credit Agreement or any other Material Indebtedness of Holdings or the Issuer. The designation of any Subsidiary as an Unrestricted Subsidiary after the date hereof Issue Date shall constitute an Investment by the Borrowers and their Restricted Subsidiaries, as applicable, Issuer therein at the date of designation in an amount equal to the fair market value of the Issuer’s or their respective subsidiaries’ (as determined by a Responsible Officer of the U.S. Borrower in good faithapplicable) of the applicable parties’ Investment therein and no such designation shall be effective unless the Borrowers and the Restricted Subsidiaries are in compliance with Section 6.04 after giving effect to such Investmentinvestment 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 Borrowers or any Restricted Subsidiary Issuer in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value Fair Market Value at the date of such designation of the Borrowers’ and their Restricted Issuer’s or its Subsidiaries’ (as applicable) Investment in such Subsidiary.

Designation of Subsidiaries. The Borrowers Borrower may at any time after the Closing Date designate any Restricted Subsidiary of the Borrower as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after giving effect to such designationdesignation on a Pro Forma Basis, no Event of Default shall have occurred and be continuing; provided, further(ii) immediately after giving effect to such designation, that the Total Net Leverage Ratio shall be less than or equal to 3.00 to 1.00 and (iii) no Subsidiary may be designated as an Unrestricted Subsidiary or continue as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of other Material Indebtedness of Parent or the Borrower. The designation of any Subsidiary as an Unrestricted Subsidiary after the date hereof Closing Date shall constitute an Investment by the Borrowers and their Restricted Subsidiaries, as applicable, Borrower therein at the date of designation in an amount equal to the fair market value of the Borrower’s or its Subsidiary’s (as determined by a Responsible Officer of the U.S. Borrower in good faithapplicable) of the applicable parties’ Investment therein and no such designation shall be effective unless the Borrowers and the Restricted Subsidiaries are in compliance with Section 6.04 after giving effect to such Investmentinvestment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (ix) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time and (iiy) a return on any Investment by the Borrowers or any Restricted Subsidiary 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 Borrowers’ and their Restricted Subsidiaries’ Borrower’s or its Subsidiary’s (as applicable) Investment in such Subsidiary.

Designation of Subsidiaries. The Borrowers Borrower may at any time designate any Restricted Subsidiary of the Borrower as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation, no Default shall have occurred and be continuing, (ii) immediately after giving effect to such designation, the Borrower shall be in compliance, on a Pro Forma Basis, with the covenant set forth in Section 7.10 as if then in effect (and regardless of whether the financial covenant set forth in Section 7.10 is required to be tested at such date), and, as a condition precedent to the effectiveness of any such designation, the Borrower shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance, (iii) no Event Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of Default shall have occurred any Junior Financing, as applicable and (iv) no Restricted Subsidiary may be continuing; provided, further, that the designated an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary. The designation of any Subsidiary as an Unrestricted Subsidiary after the date hereof Signing Date shall constitute an Investment by the Borrowers and their Restricted Subsidiaries, as applicable, Borrower therein at the date of designation in an amount equal to the fair market value of the Borrower’s or its Subsidiary’s (as determined by a Responsible Officer of the U.S. Borrower in good faithapplicable) of the applicable parties’ Investment therein and no such designation shall be effective unless the Borrowers and the Restricted Subsidiaries are in compliance with Section 6.04 after giving effect to such Investmenttherein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (ix) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time and (iiy) a return on any Investment by the Borrowers or any Restricted Subsidiary 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 Borrowers’ and their Restricted Subsidiaries’ Borrower’s or its Subsidiary’s (as applicable) Investment in such Subsidiary.

Designation of Subsidiaries. The Borrowers board of directors of Holdings may at any time designate any Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after giving effect to such designation, no Event of Default shall have occurred and be continuing; provided, further(ii) the Consolidated Leverage Ratio shall be less than or equal to 4.5 to 1.0 (and, that as a condition precedent to the effectiveness of any such designation, Holdings shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the pro forma calculations demonstrating satisfaction of such test) and (iii) no Subsidiary may be designated as an Unrestricted Subsidiary if, after such designation, it would be a “Restricted Subsidiary” for the purpose of any Junior Financing. The designation of any Subsidiary as an Unrestricted Subsidiary after the date hereof shall constitute an Investment by the Borrowers and their Restricted Subsidiaries, as applicable, Holdings therein at the date of designation in an amount equal to the fair market value (as determined by a Responsible Officer of the U.S. Borrower in good faith) assets of such Subsidiary (less the amount of the applicable parties’ Investment therein and no Indebtedness of such designation shall be effective unless Subsidiary on the Borrowers and date of such designation) that is allocated to the Restricted Subsidiaries are ownership interest of the relevant Group Member in compliance with Section 6.04 after giving effect to such InvestmentSubsidiary. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence incurrence, at the time of designation designation, of any Investment, Indebtedness or Liens of in such Subsidiary existing at (equal to the amounts then owed by such time Subsidiary) and (ii) a return on any Investment by the Borrowers or any Restricted Subsidiary Holdings in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value at of the assets of such Subsidiary (less the amount of the Indebtedness of such Subsidiary on the date of such designation re-designation) that is allocated to the ownership interest of the Borrowers’ and their Restricted Subsidiaries’ (as applicable) Investment relevant Group Member in such Subsidiary.

Designation of Subsidiaries. The Borrowers Borrower may at any time after the Effective Date designate any Restricted Subsidiary (other than any Borrower Party) as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after giving effect to such designationdesignation on a Pro Forma Basis as of the end of the most recent Test Period, no Event of Default shall have occurred and be continuing; provided, further, that continuing and (ii) no Subsidiary may be designated as an Unrestricted Subsidiary or continue as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” the purpose of any Material Indebtedness. The designation of any Subsidiary as an Unrestricted Subsidiary after the date hereof Effective Date shall constitute an Investment by the Borrowers and their Restricted Subsidiaries, as applicable, Borrower therein at the date of designation in an amount equal to the fair market value Fair Market Value of the Borrower’s or its Subsidiary’s (as determined by a Responsible Officer of the U.S. Borrower in good faithapplicable) of the applicable parties’ Investment therein and no such designation shall be effective unless the Borrowers and the Restricted Subsidiaries are in compliance with Section 6.04 after giving effect to such Investmentinvestment 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 Borrowers or any Restricted Subsidiary 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 Borrowers’ and their Restricted Subsidiaries’ Borrower’s or its Subsidiary’s (as applicable) Investment in such Subsidiary.

Designation of Subsidiaries. The Borrowers Parent may at any time designate any Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided Subsidiary by delivering to the Administrative Agent a certificate of a Responsible Officer of the Parent specifying such designation and certifying that the following conditions to such designation are satisfied: (a) both immediately before and immediately after giving effect to any such designation, no Event of Default shall have occurred and be continuing; providedcontinuing or would result therefrom; (b) the Parent shall be in compliance on a Pro Forma Basis with the Financial Covenants, furtherrecomputed as of the last day of the applicable Test Period; (c) in the case of a designation of a Subsidiary as an Unrestricted Subsidiary, that each subsidiary of such Subsidiary has been, or concurrently therewith will be, designated as an Unrestricted Subsidiary in accordance with this Section 6.10; and (d) in no event shall any Subsidiary be designated an Unrestricted Subsidiary if such Subsidiary or any subsidiary of such Subsidiary owns Intellectual Property material to the business of Parent and its Subsidiaries taken as a whole (excluding such Subsidiary). The designation of any Subsidiary as an Unrestricted Subsidiary after the date hereof shall constitute an Investment by the Borrowers and their Restricted Subsidiaries, as applicable, therein at Parent in such Subsidiary on the date of designation in an amount equal to the fair market value of the Parent’s or its Subsidiary’s (as applicable) Investment therein (as reasonably determined by a Responsible Officer of the U.S. Borrower in good faith) of the applicable parties’ Investment therein and no such designation shall be effective unless the Borrowers and the Restricted Subsidiaries are in compliance with Section 6.04 after giving effect to such InvestmentParent). 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 Borrowers 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 Borrowers’ and their Restricted Subsidiaries’ (as applicable) Investment in such Subsidiarytime.

Designation of Subsidiaries. The Borrowers Borrower may at any time after the Closing Date designate any Restricted Subsidiary of the Borrower as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that that, immediately before and after giving effect to such designation, (i) no Default or Event of Default shall have occurred and be continuing; providedcontinuing and (ii) no Subsidiary may be designated as an Unrestricted Subsidiary if, furtherafter such designation, that it would be a “Restricted Subsidiary” for the purpose of any Incremental Debt, Incremental Equivalent Debt, Indebtedness incurred pursuant to Section 7.03(v), or Junior Financing. The designation of any Subsidiary as an Unrestricted Subsidiary after the date hereof Closing Date shall constitute an Investment by the Borrowers and their Restricted Subsidiaries, as applicable, Borrower therein at the date of designation in an amount equal to the fair market value as determined in good faith by the Borrower of the Borrower’s or its Subsidiary’s (as determined by a Responsible Officer of the U.S. Borrower in good faithapplicable) of the applicable parties’ Investment therein and no such designation shall be effective unless the Borrowers and the Restricted Subsidiaries are in compliance with Section 6.04 after giving effect to such Investmenttherein. 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 Borrowers or any Restricted Subsidiary Borrower in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value as determined in good faith by the Borrower at the date of such designation of the Borrowers’ and their Restricted Subsidiaries’ Borrower’s or its Subsidiary’s (as applicable) Investment in such Subsidiary.

Designation of Subsidiaries. The Borrowers board of directors of the Lead Borrower may at any time designate any Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation, no Default shall have occurred and be continuing, (ii) after giving effect to such designation, no Event of Default the Payment Conditions shall have occurred been satisfied, (iii) no Subsidiary may be designated as an Unrestricted Subsidiary if such Subsidiary is a Borrower or if such Subsidiary owns any property of the type (e.g., Inventory and Accounts) included in the Tranche A Borrowing Base or the FILO Borrowing Base, (iv) no Subsidiary may be continuing; provideddesignated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of the Senior Notes, furtherthe Term Loan Facility or any Junior Financing, that the as applicable, and (v) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary. The designation of any Subsidiary as an Unrestricted Subsidiary after the date hereof shall constitute an Investment by the Borrowers and their Restricted Subsidiaries, as applicable, Lead Borrower therein at the date of designation in an amount equal to the fair market net book value of the Lead Borrower’s or Restricted Subsidiary’s (as determined by a Responsible Officer of the U.S. Borrower in good faithapplicable) of the applicable parties’ Investment therein and no such designation shall be effective unless the Borrowers and the Restricted Subsidiaries are in compliance with Section 6.04 after giving effect to such Investmentinvestment 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 Borrowers 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 Borrowers’ and their Restricted Subsidiaries’ (as applicable) Investment in such Subsidiarytime.

Designation of Subsidiaries. The Borrowers board of directors of Holdings may at any time designate any Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after giving effect to such designation, no Event of Default shall have occurred and be continuing; provided, further(ii) the Consolidated Leverage Ratio is less than or equal to 4.50:1.00 (and, that as a condition precedent to the effectiveness of any such designation, Holdings shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the pro forma calculations demonstrating satisfaction of such test) and (iii) no Subsidiary may be designated as an Unrestricted Subsidiary if, after such designation, it would be a “Restricted Subsidiary” for the purpose of any Junior Financing. The designation of any Subsidiary as an Unrestricted Subsidiary after the date hereof shall constitute an Investment by the Borrowers and their Restricted Subsidiaries, as applicable, Holdings therein at the date of designation in an amount equal to the fair market value (as determined by a Responsible Officer of the U.S. Borrower in good faith) assets of such Subsidiary (less the amount of the applicable parties’ Investment therein and no Indebtedness of such designation shall be effective unless Subsidiary on the Borrowers and date of such designation) that is allocated to the Restricted Subsidiaries are ownership interest of the relevant Group Member in compliance with Section 6.04 after giving effect to such InvestmentSubsidiary. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence incurrence, at the time of designation designation, of any Investment, Indebtedness or Liens of in such Subsidiary existing at (equal to the amounts then owed by such time Subsidiary) and (ii) a return on any Investment by the Borrowers or any Restricted Subsidiary Holdings in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value at of the assets of such Subsidiary (less the amount of the Indebtedness of such Subsidiary on the date of such designation re-designation) that is allocated to the ownership interest of the Borrowers’ and their Restricted Subsidiaries’ (as applicable) Investment relevant Group Member in such Subsidiary.

Designation of Subsidiaries. The Borrowers Borrower may designate any Restricted Subsidiary (other than the Borrower) as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that immediately before and after giving effect to such designation, no Event of Default shall have occurred and be continuing; provided, further, that the designation of any Subsidiary as an Unrestricted Subsidiary after the date hereof Closing Date shall constitute an Investment by the Borrowers Holdings and their its Restricted Subsidiaries, as applicable, therein at the date of designation in an amount equal to the fair market value (as determined by a Responsible Officer of the U.S. Borrower in good faith) of the applicable parties’ Investment therein and no such designation shall be effective unless the Borrowers Borrower and the Restricted Subsidiaries are in compliance with Section 6.04 6.03 after giving effect to such Investment. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time and (ii) a return on any Investment by the Borrowers 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 Borrowers’ Borrower’s and their its Restricted Subsidiaries’ (as applicable) Investment in such Subsidiary. The Borrower may not designate any of its Restricted Subsidiaries as an Unrestricted Subsidiary if such Subsidiary is a “Restricted Subsidiary” under the Indenture.

Designation of Subsidiaries. The Borrowers Borrower may designate at any Restricted time designate, by written notice to the Administrative Agent, any Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (a) immediately before and after giving effect to such designation, no Event of Default shall have occurred and be continuing; provided, further(b) the Borrower may not be designated as an Unrestricted Subsidiary and (c) no Subsidiary may be designated as or continue as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purposes of the Revolving Credit Facility Agreement, that the Second Lien Notes Documents, any Permitted Incremental Equivalent Debt or any Credit Agreement Refinancing Indebtedness. The designation of any Subsidiary as an Unrestricted Subsidiary after the date hereof shall constitute an Investment by the Borrowers and their Restricted Subsidiaries, as applicable, Borrower therein at the date of designation in an amount equal to the fair market value of the Borrower’s or its Subsidiary’s (as determined by a Responsible Officer applicable) investment therein. No Unrestricted Subsidiary shall at any time own any Capital Stock or Indebtedness of, or own or hold any Lien on, any property of the U.S. Borrower in good faith) or any Restricted Subsidiary and no Unrestricted Subsidiary shall incur any Indebtedness pursuant to which any lender has recourse to any assets of the applicable parties’ Investment therein and no Borrower or any Restricted Subsidiary (other than Capital Stock of such designation shall be effective unless the Borrowers and the Restricted Subsidiaries are in compliance with Section 6.04 after giving effect to such InvestmentUnrestricted Subsidiary). The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time and (ii) time. No Unrestricted Subsidiary, once designated as a return on any Investment by the Borrowers or any Restricted Subsidiary in Subsidiary, may thereafter be redesignated as an Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value at the date of such designation of the Borrowers’ and their Restricted Subsidiaries’ (as applicable) Investment in such Subsidiary.

Designation of Subsidiaries. The Borrowers Borrower may at any time after the Closing Date designate any Restricted Subsidiary of the Borrower as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation, no Default shall have occurred and be continuing, (ii) immediately after giving effect to such designation, the Payment Condition shall be satisfied, (iii) no Event Subsidiary may be designated as an Unrestricted Subsidiary if, after such designation, it would be a “Restricted Subsidiary” for the purpose of Default shall have occurred the Term Loan Credit Agreement, the 2021 Notes, the 2024 Notes or any Junior Financing and (iv) no Restricted Subsidiary may be continuing; provided, further, that the designated an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary. The designation of any Subsidiary as an Unrestricted Subsidiary after the date hereof Closing Date shall constitute an Investment by the Borrowers and their Restricted Subsidiaries, as applicable, Borrower therein at the date of designation in an amount equal to the fair market value as determined in good faith by the Borrower of the Borrower’s or its Subsidiary’s (as determined by a Responsible Officer of the U.S. Borrower in good faithapplicable) of the applicable parties’ Investment therein and no such designation shall be effective unless the Borrowers and the Restricted Subsidiaries are in compliance with Section 6.04 after giving effect to such Investmenttherein. 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 Borrowers or any Restricted Subsidiary Borrower in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value as determined in good faith by the Borrower at the date of such designation of the Borrowers’ and their Restricted Subsidiaries’ Borrower’s or its Subsidiary’s (as applicable) Investment in such Subsidiary. Maintenance of Ratings.

Designation of Subsidiaries. The Borrowers Board of Directors of Borrower may at any time designate any Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that immediately before and after giving effect to such designation, (i) no Default or Event of Default shall have occurred or be continuing or result therefrom, (ii) the documentation related to the Permanent Securities (or any documentation related to any Permitted Refinancing Indebtedness in respect thereof) or any Other Financing or any other Indebtedness of any Loan Party and be continuing; provided, further, that (iii) the Borrower and the Restricted Subsidiaries may not Guarantee Indebtedness incurred by an Unrestricted Subsidiary. The designation of any Subsidiary as an Unrestricted Subsidiary after the date hereof shall constitute an Investment by the Borrowers and their Restricted Subsidiaries, as applicable, parent of such Subsidiary therein at the date of designation in an amount equal to the fair market value (as determined by a Responsible Officer of the U.S. Borrower in good faith) of the applicable parties’ Investment therein and no such designation shall be effective unless the Borrowers and the Restricted Subsidiaries are in compliance with Section 6.04 after giving effect to such Investmentparent’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 Borrowers or any Restricted Subsidiary Loan Parties in Unrestricted Subsidiaries pursuant to the preceding sentence in an the amount equal to the fair market value at the date of such designation of the Borrowers’ and their Restricted SubsidiariesLoan Parties’ (as applicable) Investment in such Subsidiary. Notwithstanding the foregoing, neither the borrower under the Revolving Credit Agreement nor any direct or indirect parent of such entity that is a Subsidiary of the Borrower shall be permitted to be an Unrestricted Subsidiary.

Designation of Subsidiaries. The Borrowers Borrower may at any time designate any Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (a) other than in the case of the designation of a joint venture in existence on the Closing Date that thereafter becomes a Subsidiary (an “Excluded Unrestricted Subsidiary”), immediately before and after such designation, no Default shall have occurred and be continuing, (b) other than in the case of the designation of an Excluded Unrestricted Subsidiary, immediately after giving effect to such designation, Holdings, the Borrower and the Restricted Subsidiaries shall be in compliance, on a Pro Forma Basis, with the covenants set forth in Section 7.10, (c) the Borrower shall not be designated as an Unrestricted Subsidiary, and (d) no Event Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of Default shall have occurred and be continuing; provided, further, that the any Permitted Subordinated Indebtedness. The designation of any Subsidiary as an Unrestricted Subsidiary after the date hereof shall constitute an Investment by the Borrowers and their applicable Restricted Subsidiaries, as applicable, Companies therein at the date of designation in an amount equal to the fair market net book value (as determined by a Responsible Officer or, in the case of any guarantee or similar Investment, the U.S. Borrower in good faithamount) of the applicable partiesRestricted Companies’ Investment therein and no such designation shall be effective unless Investments therein. If any Person becomes a Restricted Subsidiary on any date after the Borrowers and the Restricted Subsidiaries are in compliance with Section 6.04 after giving effect to such Investment. The designation Closing Date (including by redesignation of any an Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time and (ii) a return on any Investment by the Borrowers 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 Borrowers’ and their Restricted Subsidiaries’ (as applicable) Investment in such Subsidiary.Restricted

Designation of Subsidiaries. The Borrowers may Parent may, at any time from and after the Closing Date, designate any Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after giving effect to such designation, no Default or Event of Default shall have occurred and be continuing; provided, further(ii) immediately after giving effect to such designation (including giving effect on a pro forma basis subject to Section 1.04), that the Total Net Leverage Ratio shall be no greater than 6.50 to 1.00 and (iii) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it was previously designated as an Unrestricted Subsidiary pursuant to this Section 5.10. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the date hereof Closing Date shall constitute an Investment by the Borrowers and their Restricted Subsidiaries, as applicable, applicable Loan Party therein at the date of designation in an amount equal to the fair market value (as determined by a Responsible Officer of the U.S. Borrower in good faith) of the applicable parties’ Investment therein and no such designation shall be effective unless the Borrowers and the Loan Party’s (or any of its Restricted Subsidiaries are in compliance with Section 6.04 after giving effect to such InvestmentSubsidiaries’) investment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary after the Closing Date shall constitute (i) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time and (ii) a return on any Investment by the Borrowers or any Restricted Subsidiary 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 Borrowers’ and their Restricted Subsidiaries’ (as applicable) such Loan Party’s Investment in such Subsidiary. Notwithstanding the foregoing, no Borrower nor any parent company of any Borrower shall be permitted to be an Unrestricted Subsidiary.

Designation of Subsidiaries. The Borrowers Borrower may at any time after the Closing Date designate any Restricted Subsidiary of the Borrower as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation, no Default shall have occurred and be continuing, (ii) immediately after giving effect to such designation, the Payment Condition shall be satisfied, (iii) no Event Subsidiary may be designated as an Unrestricted Subsidiary if, after such designation, it would be a “Restricted Subsidiary” for the purpose of Default shall have occurred the Term Loan Credit Agreement, the Senior Notes, Existing Notes or any Junior Financing and (iv) no Restricted Subsidiary may be continuing; provided, further, that the designated an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary. The designation of any Subsidiary as an Unrestricted Subsidiary after the date hereof Closing Date shall constitute an Investment by the Borrowers and their Restricted Subsidiaries, as applicable, Borrower therein at the date of designation in an amount equal to the fair market value as determined in good faith by the Borrower of the Borrower’s or its Subsidiary’s (as determined by a Responsible Officer of the U.S. Borrower in good faithapplicable) of the applicable parties’ Investment therein and no such designation shall be effective unless the Borrowers and the Restricted Subsidiaries are in compliance with Section 6.04 after giving effect to such Investmenttherein. 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 Borrowers or any Restricted Subsidiary Borrower in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value as determined in good faith by the Borrower at the date of such designation of the Borrowers’ and their Restricted Subsidiaries’ Borrower’s or its Subsidiary’s (as applicable) Investment in such Subsidiary.

Designation of Subsidiaries. The Borrowers Board of Directors of Holdings may at any time designate any Restricted Subsidiary (other than the Borrower) as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted SubsidiarySubsidiary by notice to the Agent; provided that immediately before and that, in each case, (i) no Default or Event of Default is then continuing or would result therefrom; (ii) if after giving effect to such designation, the Total Net Leverage Ratio on a Pro Forma Basis as of the last day of the most recently completed Test Period shall be less than or equal to 1.00:1:00; (iii) no Event Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it was previously designated as an Unrestricted Subsidiary and then re-designated as a Restricted Subsidiary; and (iv) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if after such designation it would be a “restricted subsidiary” for the purpose of Default shall have occurred and be continuing; provided, further, that the ABL Credit Agreement or any other Material Indebtedness. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the date hereof Closing Date shall constitute an Investment by the Borrowers and their Restricted SubsidiariesBorrower or Holdings, as applicable, therein at the date of designation in an amount equal to the fair market value (as determined by a Responsible Officer Fair Market Value of the U.S. Borrower in good faith) of the applicable parties’ Investment Borrower’s or Holdings’, as applicable, investment therein and no the Investment resulting from such designation shall must otherwise be effective unless the Borrowers and the Restricted Subsidiaries are in compliance with Section 6.04 after giving effect to 8.11 (as determined at the time of such Investmentdesignation). 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 Borrowers or any Restricted Subsidiary 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 Borrowers’ and their Restricted Subsidiaries’ (as applicable) Investment in such Subsidiarydesignation).

Designation of Subsidiaries. The Borrowers Borrower may at any time designate any Restricted Subsidiary of the Borrower as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that that (i) immediately before and after giving effect to such designationdesignation on a Pro Forma Basis, no Event of Default shall have occurred and be continuing; provided, further(ii) immediately after giving effect to such designation, that the Borrower shall be in compliance, on a Pro Forma Basis, with the Financial Performance Covenant recomputed as of the last day of the most recently ended Test Period, and (iii) no Subsidiary may be designated as an Unrestricted Subsidiary or continue as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of any other Indebtedness of Holdings or the Borrower. The designation of any Subsidiary as an Unrestricted Subsidiary after the date hereof Third Amendment Effective Date shall constitute an Investment by the Borrowers and their Restricted Subsidiaries, as applicable, Borrower therein at the date of designation in an amount equal to the fair market value of the Borrower’s or its Subsidiary’s (as determined by a Responsible Officer of the U.S. Borrower in good faithapplicable) of the applicable parties’ Investment therein and no such designation shall be effective unless the Borrowers and the Restricted Subsidiaries are in compliance with Section 6.04 after giving effect to such Investmentinvestment 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 Borrowers or any Restricted Subsidiary 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 Borrowers’ and their Restricted Subsidiaries’ Borrower’s or its Subsidiary’s (as applicable) Investment in such Subsidiary. Notwithstanding the foregoing, any Unrestricted Subsidiary that has been re-designated a Restricted Subsidiary may not be subsequently re-designated as an Unrestricted Subsidiary.

Designation of Subsidiaries. The Borrowers (a) Subject to Sections 7.13(b) and (c) below and Section 8.7(t), the Borrower may at any time designate any Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that immediately before and after giving effect to such designation, no Event of Default shall have occurred and be continuing; provided, further, that (i) the designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the date hereof shall constitute an Investment by the Borrowers and their Restricted Subsidiaries, as applicable, Borrower therein at the date of designation in an amount equal to the fair market value (as determined by a Responsible Officer of the U.S. Borrower in good faith) of the applicable parties’ Investment Borrower’s investment therein and no such designation shall be effective unless (ii) the Borrowers and the Restricted Subsidiaries are in compliance with Section 6.04 after giving effect to such Investment. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time and time; and. (iib) a return on any Investment by the Borrowers or Borrower may not (x) designate any Restricted Subsidiary as an Unrestricted Subsidiary or (y) designate an Unrestricted Subsidiary as a Restricted Subsidiary, in each case unless no Event of Default shall have occurred or be continuing immediately before and after giving effect to such designation. (c) No Subsidiary that is Restricted Subsidiary may be designated as an Unrestricted Subsidiaries pursuant to Subsidiary if, upon the preceding sentence in an amount equal to the fair market value at the date effectiveness of such designation designation, such Subsidiary is and would continue to be a restricted subsidiary under the terms of the Borrowers’ and their Senior Notes Indenture or any other Material Indebtedness of the Borrower or any of its Restricted Subsidiaries’ (as applicable) Investment in such Subsidiary.

Designation of Subsidiaries. (a) The Borrowers Borrower may designate any Restricted Subsidiary as 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 Capital Stock of the Borrower or a Restricted Subsidiary (other than solely any Unrestricted Subsidiary as a Restricted Subsidiaryof the subsidiary to be so designated); provided provided, that immediately before (i) such designation complies with Section 6.03(c) and after giving effect to such designation, (ii) no Event of Default shall have occurred and be continuing; providedcontinuing at the time of such designation. Furthermore, further, that the designation of any Subsidiary no subsidiary may be designated as an Unrestricted Subsidiary after hereunder unless it is also designated as an “Unrestricted Subsidiary” for purposes of any Material Debt Documentation that has an “unrestricted subsidiary” concept. Notwithstanding the date hereof shall constitute foregoing, no Restricted Subsidiary may be designated as an Investment Unrestricted Subsidiary if (A) such Restricted Subsidiary owns Material Intellectual Property at the time of such designation and (B) such Material Intellectual Property is, following such designation, licensed by the Borrowers and their Borrower and/or any Restricted Subsidiaries, as applicable, therein at Subsidiary from such Unrestricted Subsidiary for use by the date Borrower and/or such Restricted Subsidiary in the ordinary course of designation in an amount equal business. (b) The Borrower may designate any Unrestricted Subsidiary to the fair market value (as determined by be a Responsible Officer of the U.S. Borrower in good faith) of the applicable parties’ Investment therein and no such designation shall be effective unless the Borrowers and the Restricted Subsidiaries are in compliance with Section 6.04 after giving effect to such InvestmentSubsidiary. 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 for purposes of Section 6.01 or 6.02, as the case may be. Any such designation by the Borrowers or any Restricted Subsidiary in Unrestricted Subsidiaries pursuant Borrower shall be notified by the Borrower to the preceding sentence in an amount equal to the fair market value at the date of such designation of the Borrowers’ and their Restricted Subsidiaries’ (as applicable) Investment in such SubsidiaryAdministrative Agent.

Designation of Subsidiaries. The Borrowers Borrower may at any time on or after the Effective Date designate any Restricted Subsidiary of the Borrower as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after giving effect to such designationdesignation on a Pro Forma Basis, no Event of Default shall have occurred and be continuing; provided, further(ii) immediately after giving effect to such designation, that the Borrower shall be in compliance, on a Pro Forma Basis with the Financial Performance Covenant for the Test Period then last ended and (iii) no Subsidiary may be designated as an Unrestricted Subsidiary or continue as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of any other Material Indebtedness of Holdings or the Borrower. The designation of any Subsidiary as an Unrestricted Subsidiary after the date hereof Effective Date shall constitute an Investment by the Borrowers and their Restricted Subsidiaries, as applicable, Borrower therein at the date of designation in an amount equal to the fair market value of the Borrower’s or its Subsidiary’s (as determined by a Responsible Officer of the U.S. Borrower in good faithapplicable) of the applicable parties’ Investment therein and no such designation shall be effective unless the Borrowers and the Restricted Subsidiaries are in compliance with Section 6.04 after giving effect to such Investmentinvestment 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 Borrowers or any Restricted Subsidiary 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 Borrowers’ and their Restricted Subsidiaries’ Borrower’s or its Subsidiary’s (as applicable) Investment in such Subsidiary. The Borrower designates each Subsidiary set forth on Schedule 5.13 as Unrestricted Subsidiary as of the Effective Date.

Designation of Subsidiaries. The Borrowers Borrower may at any time after the Closing Date designate any Restricted Subsidiary of the Borrower as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after giving effect to such designation, no Event of Default shall have occurred and be continuing; provided, further, that and (ii) 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 the ABL Facility or any Junior Financing. The designation of any Subsidiary as an Unrestricted Subsidiary after the date hereof Closing Date shall constitute an Investment by the Borrowers and their Restricted Subsidiaries, as applicable, Borrower therein at the date of designation in an amount equal to the fair market value of the aggregate Investment therein of the Borrower and its Subsidiaries (as determined by a Responsible Officer of the U.S. Borrower in good faith) of the applicable parties’ Investment therein and no such designation shall be effective unless the Borrowers and the Restricted Subsidiaries are in compliance with Section 6.04 after giving effect to such Investmentapplicable). 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 Borrowers or any Restricted Subsidiary Borrower 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 Borrowers’ and their Restricted Subsidiaries’ Borrower’s or its Subsidiary’s (as applicable) Investment in such Subsidiary and (y) the amount of the Investment originally made in respect of the designation of such Subsidiary as an Unrestricted Subsidiary.

Designation of Subsidiaries. The Borrowers board of directors of the Borrower may at any time designate (or re-designate) any Restricted Subsidiary as an Unrestricted Subsidiary or designate (or re-designate, as the case may be) any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after giving effect to such designation (or re-designation), no Event of Default shall have occurred and be continuing; provided, further(ii) to the extent the financial covenant in Section 7.11 is then in effect, that immediately after giving effect to such designation the Borrower shall be in compliance with such financial covenant (calculated on a Pro Forma Basis) as of the last day of the most recently ended Test Period on or prior to the date of determination, (iii) no Subsidiary may be designated as an Unrestricted Subsidiary if, after such designation, it would be a “Restricted Subsidiary” for the purpose of any Junior Financing and (iii) the Investment resulting from the designation of such Subsidiary as an Unrestricted Subsidiary as described in the immediately succeeding sentence is permitted by Section 7.02. The designation of any Subsidiary as an Unrestricted Subsidiary after the date hereof shall constitute an Investment by the Borrowers and their Restricted Subsidiaries, as applicable, Borrower therein at the date of designation in an amount equal to the fair market value (as determined by a Responsible Officer of the U.S. Borrower in good faith) faith of the applicable parties’ Borrower’s or a Subsidiary’s (as applicable) Investment therein and no such designation shall be effective unless the Borrowers and the Restricted Subsidiaries are in compliance with Section 6.04 after giving effect to such Investmenttherein. 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 Borrowers or any Restricted Subsidiary Borrower in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value as determined by the Borrower in good faith at the date of such designation of the Borrowers’ and their Restricted Subsidiaries’ Borrower’s or a Subsidiary’s (as applicable) Investment in such Subsidiary.

Designation of Subsidiaries. (a) The Borrowers board of directors of Holdings may at any time designate any Restricted Subsidiary (other than the Canadian Borrower) as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after giving effect to such designation, no Event of Default shall have occurred and be continuing; providedcontinuing and (ii) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if after such designation it would be a “restricted subsidiary” for the purpose of any other Indebtedness with recourse to Holdings, further, that the US Borrower or a Restricted Subsidiary and (iv) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it was previously designated as an Unrestricted Subsidiary and then redesignated as a Restricted Subsidiary. (b) The designation of any Subsidiary as an Unrestricted Subsidiary after the date hereof shall constitute an Investment by the Borrowers and their Restricted Subsidiaries, as applicable, US Borrower therein at the date of designation in an amount equal to the fair market value (of the US Borrower’s investment therein as determined by a Responsible Officer of the U.S. Borrower in good faith) of faith by the applicable parties’ US Borrower and the Investment therein and no resulting from such designation shall must otherwise be effective unless the Borrowers and the Restricted Subsidiaries are in compliance with Section 6.04 after giving effect to 6.7 (as determined at the time of such Investmentdesignation). 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 Borrowers or US Borrower in such Unrestricted 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 continue to have an outstanding Investment in such Subsidiary in Unrestricted Subsidiaries pursuant to the preceding sentence 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 of transfer, in each case as determined in good faith by the Borrowers’ and their Restricted Subsidiaries’ (as applicable) Investment in such SubsidiaryUS Borrower.

Designation of Subsidiaries. (a) The Borrowers Board of Directors of Holdings may at any time designate any Restricted Subsidiary (other than any Borrower) as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted SubsidiarySubsidiary by written notice to the Agent; provided provided, that (i) immediately before and after giving effect to such designation, no Event of Default shall have occurred and be continuing; provided, further(ii) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if after such designation it would be a “restricted subsidiary” for the purpose of any other Material Debt, that (iii) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it was previously designated as an Unrestricted Subsidiary and then redesignated as a Restricted Subsidiary, and (iv) immediately before and after such designation, the Payment Conditions shall be satisfied. (b) The designation of any Subsidiary as an Unrestricted Subsidiary after the date hereof shall constitute an Investment by the Borrowers and their Restricted Subsidiaries, as applicable, Holdings therein at the date of designation in an amount equal to the fair market value (as determined by a Responsible Officer of the U.S. Borrower in good faith) of the applicable partiesHoldings’ Investment therein as determined in good faith by the Borrower Representative and no the Investment resulting from such designation shall must otherwise be effective unless the Borrowers and the Restricted Subsidiaries are in compliance with Section 6.04 after giving effect to 6.7 (as determined at the time of such Investmentdesignation). 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 Holdings in such Unrestricted Subsidiary; provided, that (i) solely for the Borrowers or 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 Holdings shall be deemed to continue to have an outstanding Investment in such Subsidiary in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount (if positive) equal to (a) 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 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 transfer, in each case as determined in good faith by the Borrowers’ and their Restricted Subsidiaries’ (as applicable) Investment in such SubsidiaryBorrower Representative.

Designation of Subsidiaries. The Borrowers Borrower may at any time after the Effective Date designate any Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted SubsidiarySubsidiary (including with respect to any newly acquired or newly formed Subsidiary of the Borrower); provided that (i) immediately before and after giving effect to such designation, no Default or Event of Default shall have occurred and be continuing; providedcontinuing or result therefrom and (ii) immediately after giving effect to such designation, further, that the Total Leverage Ratio calculated on a pro forma basis shall be less than or equal to 5.00 to 1.00 (and the Borrower shall deliver to the Administrative Agent a certificate of a Financial Officer setting forth in reasonable detail the calculations demonstrating such Total Leverage Ratio calculation). The designation of any Subsidiary as an Unrestricted Subsidiary after the date hereof Effective Date shall constitute an Investment investment by the Borrowers Borrower and their Restricted its Subsidiaries, as applicable, therein in such Unrestricted Subsidiary at the date of such designation in an amount equal to the fair market value (as determined by a Responsible Officer of the U.S. Borrower in good faith) Fair Market Value of the applicable parties’ Investment therein and no investment in such designation shall be effective unless the Borrowers and the Restricted Subsidiaries are in compliance with Section 6.04 after giving effect to such InvestmentUnrestricted Subsidiary. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Investmentinvestment, Indebtedness or Liens of such Subsidiary existing at such time and (ii) a return on any Investment investment by the Borrowers Borrower or any Restricted Subsidiary in such former Unrestricted Subsidiaries Subsidiary pursuant to the preceding sentence in an amount equal to the fair market value Fair Market Value at the date of such designation of the Borrowers’ Borrower’s and their Restricted its Subsidiaries’ (as applicable) Investment investment in such Subsidiary.

Designation of Subsidiaries. The Borrowers Borrower may at any time after the Effective Date designate any Restricted Subsidiary of the Borrower as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after giving effect to such designationdesignation on a Pro Forma Basis, no Event of Default shall have occurred and be continuing; provided, further(ii) immediately after giving effect to such designation, that on a Pro Forma Basis, the Total Net Leverage Ratio for the Test Period then last ended is less than or equal to 6.50 to 1.00 and (iii) no Subsidiary may be designated as an Unrestricted Subsidiary or continue as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of any other Indebtedness of Holdings or the Borrower. The designation of any Subsidiary as an Unrestricted Subsidiary after the date hereof Effective Date shall constitute an Investment by the Borrowers and their Restricted Subsidiaries, as applicable, Borrower therein at the date of designation in an amount equal to the fair market value of the Borrower’s or its Subsidiary’s (as determined by a Responsible Officer of the U.S. Borrower in good faithapplicable) of the applicable parties’ Investment therein and no such designation shall be effective unless the Borrowers and the Restricted Subsidiaries are in compliance with Section 6.04 after giving effect to such Investmentinvestment 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 Borrowers or any Restricted Subsidiary 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 Borrowers’ and their Restricted Subsidiaries’ Borrower’s or its Subsidiary’s (as applicable) Investment in such Subsidiary. Notwithstanding the foregoing, any Unrestricted Subsidiary that has been re-designated a Restricted Subsidiary may not be subsequently re-designated as an Unrestricted Subsidiary.

Designation of Subsidiaries. The Borrowers board of directors (or equivalent governing body or any committee thereof) of the Borrower may at any time designate (or redesignate) any Restricted Subsidiary subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after giving effect such designation (including after the reclassification of the investments, indebtedness and Liens pursuant to such designationthe last sentence of this Section 5.10), no Default or Event of Default shall have occurred and be continuing; provided, further(ii) after giving effect to such designation, that the designation Total Leverage Ratio shall be no greater than 6.50:1.00 calculated on a Pro Forma Basis as of any Subsidiary the last day of the most recently ended Test Period for which financial statements have been delivered pursuant to Section 5.01(a) or (b), as applicable, prior to such designation, (iii) no subsidiary may be designated as an Unrestricted Subsidiary after if it is a “Restricted Subsidiary” for the purpose of the Revolving Credit Agreement (or any equivalent provision under any documentation governing any Revolving Facility or Second Lien Facility) or any other Indebtedness in excess of the Threshold Amount and (iv) as of the date hereof of the designation thereof no Unrestricted Subsidiary shall own any Capital Stock in the Borrower or its Subsidiaries or hold any Indebtedness of, or any Lien on any property of the Borrower or its Subsidiaries. The designation of any subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Borrowers and their Restricted Subsidiaries, as applicable, Borrower therein at the date of designation in an amount equal to the fair market value (as determined by a Responsible Officer portion of the U.S. Borrower in good faith) of the applicable parties’ Investment therein and no such designation shall be effective unless the Borrowers and the Restricted Subsidiaries are in compliance with Section 6.04 after giving effect to such Investment. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time and (ii) a return on any Investment by the Borrowers 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 Borrowers’ and their Restricted Subsidiaries’ (as applicable) Investment in such Subsidiary.net assets of such

Designation of Subsidiaries. The Borrowers Borrower may at any time after the Effective Date designate any Restricted Subsidiary (other than any Borrower Party or (after the Collateral and Guarantee Release Date) Safari or any other parent of a Borrower Party) as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after giving effect to such designationdesignation on a Pro Forma Basis as of the end of the most recent Test Period, no Event of Default shall have occurred and be continuing; provided, further, that continuing and (ii) no Subsidiary may be designated as an Unrestricted Subsidiary or continue as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” the purpose of any Material Indebtedness. The designation of any Subsidiary as an Unrestricted Subsidiary after the date hereof Effective Date shall constitute an Investment by the Borrowers and their Restricted Subsidiaries, as applicable, Borrower therein at the date of designation in an amount equal to the fair market value Fair Market Value of the Borrower’s or its Subsidiary’s (as determined by a Responsible Officer of the U.S. Borrower in good faithapplicable) of the applicable parties’ Investment therein and no such designation shall be effective unless the Borrowers and the Restricted Subsidiaries are in compliance with Section 6.04 after giving effect to such Investmentinvestment 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 Borrowers or any Restricted Subsidiary 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 Borrowers’ and their Restricted Subsidiaries’ Borrower’s or its Subsidiary’s (as applicable) Investment in such Subsidiary.

Designation of Subsidiaries. The Borrowers Board of Directors of Borrower may at any time designate any Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after giving effect to such designation, no Default or Event of Default shall have occurred and be continuing; provided, further(ii) immediately after giving effect to such designation, that Borrower and the Restricted Subsidiaries shall be in compliance, on a pro forma basis, with the covenant set forth in Section 6.09 if as of the last day of the preceding fiscal quarter such covenant was in effect (and, if in effect, as a condition precedent to the effectiveness of any such designation, Borrower shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance) and (iii) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if, at the time of such designation, such Restricted Subsidiary is a “Restricted Subsidiary” (as defined in the Indenture) under the Indenture, unless such Subsidiary will simultaneously be designated as an “Unrestricted Subsidiary” (as defined in the Indenture) under the Indenture. The designation of any Subsidiary as an Unrestricted Subsidiary after the date hereof shall constitute an Investment by the Borrowers and their Restricted Subsidiaries, as applicable, Borrower therein at the date of designation in an amount equal to the fair market net book value of Borrower’s (as determined by a Responsible Officer of the U.S. Borrower in good faithapplicable) of the applicable parties’ Investment therein and no such designation shall be effective unless the Borrowers and the Restricted Subsidiaries are in compliance with Section 6.04 after giving effect to such Investmentinvestment 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 Borrowers 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 Borrowers’ and their Restricted Subsidiaries’ (as applicable) Investment in such Subsidiarytime.

Designation of Subsidiaries. The Borrowers Borrower may at any time after the Closing Date designate any Restricted Subsidiary of the Borrower as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation, no Default shall have occurred and be continuing, (ii) immediately after giving effect to such designation, the Payment Condition shall be satisfied, (iii) no Event Subsidiary may be designated as an Unrestricted Subsidiary if, after such designation, it would be a “Restricted Subsidiary” for the purpose of Default shall have occurred the Term Loan Credit Agreement, the 2021 Notes, the 2024 Notes or any Junior Financing and (iv) no Restricted Subsidiary may be continuing; provided, further, that the designated an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary. The designation of any Subsidiary as an Unrestricted Subsidiary after the date hereof Closing Date shall constitute an Investment by the Borrowers and their Restricted Subsidiaries, as applicable, Borrower therein at the date of designation in an amount equal to the fair market value as determined in good faith by the Borrower of the Borrower’s or its Subsidiary’s (as determined by a Responsible Officer of the U.S. Borrower in good faithapplicable) of the applicable parties’ Investment therein and no such designation shall be effective unless the Borrowers and the Restricted Subsidiaries are in compliance with Section 6.04 after giving effect to such Investmenttherein. 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 Borrowers or any Restricted Subsidiary Borrower in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value as determined in good faith by the Borrower at the date of such designation of the Borrowers’ and their Restricted Subsidiaries’ Borrower’s or its Subsidiary’s (as applicable) Investment in such Subsidiary.. -126-

Designation of Subsidiaries. The Borrowers Board of Directors of Borrower may at any time designate any Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that immediately before and after giving effect to such designation, (i) no Default or Event of Default shall have occurred or be continuing or result therefrom, (ii) the documentation related to the Permanent Securities (or any documentation related to any Permitted Refinancing Indebtedness in respect thereof) or any other Indebtedness of any Loan Party and be continuing; provided, further, that (iii) the Borrower and the Restricted Subsidiaries may not Guarantee Indebtedness incurred by an Unrestricted Subsidiary. The designation of any Subsidiary as an Unrestricted Subsidiary after the date hereof shall constitute an Investment by the Borrowers and their Restricted Subsidiaries, as applicable, parent of such Subsidiary therein at the date of designation in an amount equal to the fair market value (as determined by a Responsible Officer of the U.S. Borrower in good faith) of the applicable parties’ Investment therein and no such designation shall be effective unless the Borrowers and the Restricted Subsidiaries are in compliance with Section 6.04 after giving effect to such Investmentparent’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 Borrowers or any Restricted Subsidiary Loan Parties in Unrestricted Subsidiaries pursuant to the preceding sentence in an the amount equal to the fair market value at the date of such designation of the Borrowers’ and their Restricted SubsidiariesLoan Parties’ (as applicable) Investment in such Subsidiary. Notwithstanding the foregoing, neither the borrower under the Revolving Credit Agreement nor any direct or indirect parent of such entity that is a Subsidiary of the Borrower shall be permitted to be an Unrestricted Subsidiary.

Designation of Subsidiaries. The Borrowers Borrower may at any time designate any Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (a) immediately before and after giving effect to such designation, no Default or Event of Default shall have occurred and be continuing; providedcontinuing or would result from such designation, further(b) immediately after giving effect to such designation, the Payment Conditions are satisfied and (c) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “restricted subsidiary” or a “guarantor” (or any similar designation) for the First Lien Notes, the Second Lien Notes or any Material Indebtedness that is subordinated in right of payment to the Obligations. The designation of any Subsidiary as an Unrestricted Subsidiary after the date hereof shall constitute an Investment by the Borrowers and their Restricted Subsidiaries, as applicable, parent company of such Subsidiary therein under Section 6.04 at the date of designation in an amount equal to the fair market value (as determined by a Responsible Officer of the U.S. Borrower in good faith) of the applicable parties’ Investment therein and no such designation shall be effective unless the Borrowers and the Restricted Subsidiaries are in compliance with Section 6.04 after giving effect to such Investmentparent company’s investment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary, and the making of an Investment by such Subsidiary in any Investments of such Subsidiary, in each case existing at such time time, and (ii) a return on any Investment by the Borrowers 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 Borrowers’ and their Restricted Subsidiaries’ Borrower’s or its Subsidiary’s (as applicable) Investment in such Subsidiary.

Designation of Subsidiaries. The Borrowers Borrower may at any time after the Effective DateSECTION 5.15 designate any Restricted Subsidiary of the Borrower as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that immediately before and after giving effect to such designationdesignation on a Pro Forma Basis as of the end of the most recent Test Period, no Event of Default under clauses (a), (b), (h) or (i) of Section 7.01 shall have occurred and be continuing; provided, further, that the . The designation of any Subsidiary as an Unrestricted Subsidiary after the date hereof Effective Date shall constitute an Investment by the Borrowers and their Restricted Subsidiaries, as applicable, Borrower therein at the date of designation in an amount equal to the fair market value Fair Market Value of the Borrower’s or its Subsidiary’s (as determined by a Responsible Officer of the U.S. Borrower in good faithapplicable) of the applicable parties’ Investment therein and no such designation shall be effective unless the Borrowers and the Restricted Subsidiaries are in compliance with Section 6.04 after giving effect to such Investmentinvestment 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 Borrowers Borrower or any Restricted the applicable Subsidiary in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value Fair Market Value at the date of such designation of the Borrowers’ and their Restricted Subsidiaries’ Borrower’s or its Subsidiary’s (as applicable) Investment in such Subsidiary.. Change in Business. The Borrower and the Restricted Subsidiaries, taken as a whole,SECTION 5.16 will not fundamentally and substantively alter the character of their business, taken as a whole, from the business conducted by them on the Effective Date and other business activities which are extensions thereof or otherwise incidental, complementary, reasonably related or ancillary to any of the foregoing. -118-

Designation of Subsidiaries. The Borrowers Borrower may at any time after the ClosingFirst Amendment Effective Date designate any Restricted Subsidiary (other than the Borrower or any Intermediate Parent) as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (a) immediately before and after giving effect to such designationdesignation on a Pro Forma Basis, no Event of Default shall have occurred and be continuing; provided, further, that continuing and (b) 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 other Indebtedness of Holdings or the Borrower or if it owns any Material Intellectual Property. The designation of any Subsidiary as an Unrestricted Subsidiary after the date hereof ClosingFirst Amendment Effective Date shall constitute an Investment by the Borrowers and their Restricted Subsidiaries, as applicable, Borrower therein at the date of designation (the “Designation Date”) in an amount equal to the fair market value of the Borrower’s or its Subsidiary’s (as determined by a Responsible Officer of the U.S. Borrower in good faithapplicable) of the applicable parties’ Investment therein and no such designation shall be effective unless the Borrowers and the Restricted Subsidiaries are in compliance with Section 6.04 after giving effect to such Investmentinvestment 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 Borrowers or any Restricted Subsidiary Borrower in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value at the date of such designation Designation Date of the Borrowers’ and their Restricted Subsidiaries’ Borrower’s or its Subsidiary’s (as applicable) Investment in such Subsidiary. Notwithstanding the foregoing, any Unrestricted Subsidiary that has been re-designated a Restricted Subsidiary may not be subsequently re-designated as an Unrestricted Subsidiary.

Designation of Subsidiaries. The Borrowers Borrower may at any time after the Effective Date designate any Restricted Subsidiary of the Borrower as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after giving effect to such designationdesignation on a Pro Forma Basis, no Event of Default shall have occurred and be continuing; provided, further(ii) immediately after giving effect to such designation, that the Net Senior Secured Leverage Ratio, on a Pro Forma Basis, is less than or equal to the ratio set forth in Section 6.12 (whether or not such covenant is then in effect) for the most recently ended Test Period and (iii) no Subsidiary may be designated as an Unrestricted Subsidiary or continue as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of the Senior Notes or any other Indebtedness of Holdings or the Borrower pursuant to which a Subsidiary may be designated an “Unrestricted Subsidiary.” The designation of any Subsidiary as an Unrestricted Subsidiary after the date hereof Effective Date shall constitute an Investment by the Borrowers and their Restricted Subsidiaries, as applicable, Borrower therein at the date of designation in an amount equal to the fair market value of the Borrower’s or its Subsidiary’s (as determined by a Responsible Officer of the U.S. Borrower in good faithapplicable) of the applicable parties’ Investment therein and no such designation shall be effective unless the Borrowers and the Restricted Subsidiaries are in compliance with Section 6.04 after giving effect to such Investmentinvestment 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 Borrowers or any Restricted Subsidiary 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 Borrowers’ and their Restricted Subsidiaries’ Borrower’s or its Subsidiary’s (as applicable) Investment in such Subsidiary.

Designation of Subsidiaries. The Borrowers Borrower may at any time designate any Restricted Subsidiary of the Borrower as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation, no Default shall have occurred and be continuing, (ii) immediately after giving effect to such designation, the Borrower shall be in compliance, on a Pro Forma Basis, with the covenant set forth in Section 7.10 as if then in effect (and regardless of whether the financial covenant set forth in Section 7.10 is required to be tested at such date), and, as a condition precedent to the effectiveness of any such designation, the Borrower shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance, (iii) no Event Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of Default shall have occurred the Second Lien Facility or any Junior Financing, as applicable and (iv) no Restricted Subsidiary may be continuing; provided, further, that the designated an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary. The designation of any Subsidiary as an Unrestricted Subsidiary after the date hereof Signing Date shall constitute an Investment by the Borrowers and their Restricted Subsidiaries, as applicable, Borrower therein at the date of designation in an amount equal to the fair market value of the Borrower’s or its Subsidiary’s (as determined by a Responsible Officer of the U.S. Borrower in good faithapplicable) of the applicable parties’ Investment therein and no such designation shall be effective unless the Borrowers and the Restricted Subsidiaries are in compliance with Section 6.04 after giving effect to such Investmenttherein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (ix) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time and (iiy) a return on any Investment by the Borrowers or any Restricted Subsidiary 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 Borrowers’ and their Restricted Subsidiaries’ Borrower’s or its Subsidiary’s (as applicable) Investment in such Subsidiary.

Designation of Subsidiaries. The Borrowers may Board of Directors may, at any time designate any Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided provided, that immediately before and after giving effect to such designation, (i) no Default or Event of Default shall have occurred and be continuing; providedcontinuing and (ii) no Subsidiary may be designated as an Unrestricted Subsidiary if, furtherafter such designation, that it would be a “Restricted Subsidiary” for the purpose of the Term Loan Facility or any Subordinated Indebtedness. For purposes of Section 7.4 hereof, designation of any Subsidiary as an Unrestricted Subsidiary after the date hereof Closing Date shall constitute be deemed to be an Investment acquisition by a Borrower of the Borrowers and their Restricted Subsidiaries, as applicable, therein Equity Interests of such Unrestricted Subsidiary at the date of designation in an amount for a purchase price and investments equal to (x) if such Restricted Subsidiary is being acquired by a Loan Party on such date of designation, the total aggregate value of all consideration (including all Earnouts) paid by such Loan Party for such acquisition and (y) in all other cases, the fair market value (as determined by a Responsible Officer of the U.S. Borrower in good faith) assets of the applicable parties’ Investment therein and no such designation shall be effective unless the Borrowers and the Restricted Subsidiaries are in compliance with Section 6.04 after giving effect to Subsidiary at such Investmentdate of designation. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time and (ii) and, for purposes of Section 7.4 a return on any Investment investment by the Borrowers or any Restricted Subsidiary Issuer in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value of the assets of such Subsidiary at the such date of such designation of designation. Notwithstanding the Borrowers’ and their foregoing, any Unrestricted Subsidiary that has been re-designated a Restricted Subsidiaries’ (Subsidiary may not be subsequently re-designated as applicable) Investment in such an Unrestricted Subsidiary.

Designation of Subsidiaries. The Borrowers Company may at any time after the Closing Date (x) designate any Restricted Subsidiary subsidiary as an Unrestricted Subsidiary or (y) redesignate any subsidiary that was an Unrestricted Subsidiary on the Closing 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 giving effect to any such designation, no Default or Event of Default shall have occurred and be continuing; provided, further(ii) immediately after giving effect to such designation, the Note Parties shall be in compliance with the financial covenant set forth in Section 5.13, determined on a pro forma basis as of the date thereof, (iii) no Subsidiary of the Company may be designated as an Unrestricted Subsidiary for purposes of this Indenture if it is a “Restricted Subsidiary” for the purpose of any other Material Debt of the Company or any of the Restricted Subsidiaries, and (iv) in no event shall any Co-Issuer, any Material IP Subsidiary, or any subsidiary that the owns any Equity Interest of any Co-Issuer, any Restricted Subsidiary or any Material IP Subsidiary, in each case, be designated as an Unrestricted Subsidiary. The designation of any Subsidiary subsidiary as an Unrestricted Subsidiary after the date hereof Closing Date shall constitute an Investment by the Borrowers and their Company (or its relevant Restricted Subsidiaries, as applicable, Subsidiary) therein at the date of designation in an amount equal to the book value of the Company’s (or such Restricted Subsidiary’s) Investment therein. On the date of redesignation of any Subsidiary as a Restricted Subsidiary, the Company shall be deemed to continue to have a permanent “Investment” in an Unrestricted Subsidiary equal to the amount (if positive) equal to (a) the “Investment” of the Company in such subsidiary at the time of such redesignation, less (b) the fair market value (as determined by a Responsible Officer of the U.S. Borrower in good faithfaith by the Company) of the applicable parties’ Investment therein and no net assets of such designation shall be effective unless the Borrowers and the Restricted Subsidiaries are in compliance with Section 6.04 after giving effect to such Investment. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence 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 Borrowers 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 Borrowers’ and their Restricted Subsidiaries’ (as applicable) Investment in such Subsidiaryredesignation.

Designation of Subsidiaries. in the case of a designation of a Restricted Subsidiary as an Unrestricted Subsidiary, the pro forma Consolidated Leverage Ratio for the Applicable Reference Period is no greater than 3.00 to 1.00; (c) in the case of a designation of a Restricted Subsidiary as an 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; (d) in the case of a designation of a Restricted Subsidiary as an Unrestricted Subsidiary, such Subsidiary shall substantially simultaneously be designated as an “Unrestricted Subsidiary” under the Term Loan Credit Agreement (and, to the extent applicable, any other agreement governing Permitted Refinancing Indebtedness in respect of the Term Loans) and in the case of a designation of an Unrestricted Subsidiary as a Restricted Subsidiary, such Subsidiary shall substantially simultaneously be designated as a “Restricted Subsidiary” under the Term Loan Credit Agreement (and, to the extent applicable, any other agreement governing Permitted Refinancing Indebtedness in respect of the Term Loans). The Borrowers may designate designation of any Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that immediately before and after giving effect to such designation, no Event of Default shall have occurred and be continuing; provided, further, that the designation of any Subsidiary as an Unrestricted Subsidiary after the date hereof shall constitute an Investment by the Borrowers and their Restricted Subsidiaries, as applicable, therein at Borrower in such Subsidiary on the date of designation in an amount equal to the fair market value of the Borrower’s Investment therein (as determined reasonably and in good faith by a Responsible Officer of the U.S. Borrower in good faith) of the applicable parties’ Investment therein and no such designation shall be effective unless the Borrowers and the Restricted Subsidiaries are in compliance with Section 6.04 after giving effect to such InvestmentOfficer). 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 Borrowers 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 Borrowers’ and their Restricted Subsidiaries’ (as applicable) Investment in such Subsidiarytime.

Designation of Subsidiaries. The Borrowers Lead Borrower may at any time designate any Restricted Subsidiary of the Lead Borrower (other than the other Borrowers) as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after giving effect to such designation, no Event of Default shall have occurred and be continuing; provided, further(ii) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of any Senior Secured Notes Documents or any Junior Financing with an aggregate outstanding principal amount in excess of the Threshold Amount and (iii) in no event shall any Subsidiary be designated as an Unrestricted Subsidiary if it owns any intellectual property (A) that was owned by any Loan Party or Restricted Subsidiary on the Closing Date and (B) that is material (at the time of such designation) to the business of the Lead Borrower and its Restricted Subsidiaries, that the taken as a whole. The designation of any Subsidiary as an Unrestricted Subsidiary after the date hereof Closing Date shall constitute an Investment by the Borrowers and their Restricted Subsidiaries, as applicable, Lead Borrower therein at the date of designation in an amount equal to the fair market value of the Lead Borrower’s or its Subsidiary’s (as determined by a Responsible Officer of the U.S. Borrower in good faithapplicable) of the applicable parties’ Investment therein and no such designation shall be effective unless the Borrowers and the Restricted Subsidiaries are in compliance with Section 6.04 after giving effect to such Investmenttherein. 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 Borrowers or any Restricted Subsidiary 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 Borrowers’ and their Restricted Subsidiaries’ Lead Borrower’s or its Subsidiary’s (as applicable) Investment in such Subsidiary.

Designation of Subsidiaries. The (a) Subject to Section 5.13(b) below, Borrowers may at any time designate any Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that immediately before and after giving effect to such designation, no Event of Default shall have occurred and be continuing; provided, further, that the . The designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the date hereof shall constitute an Investment by the Borrowers and their Restricted Subsidiaries, as applicable, therein at the date of designation in an amount equal to the fair market value (as determined by a Responsible Officer of the U.S. Borrower in good faith) of the applicable partiesBorrowers’ Investment therein and no such designation shall be effective unless the Borrowers and the Restricted Subsidiaries are in compliance with Section 6.04 after giving effect to such Investmentinvestment 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 time. (b) Borrowers may not (x) designate any Restricted Subsidiary as an Unrestricted Subsidiary, or (y) designate an Unrestricted Subsidiary as a Restricted Subsidiary, in each case unless: (i) after giving effect to any such designation or re-designation (including after the reclassification of Indebtedness of or Liens on assets of the applicable Subsidiary), no Default or Event of Default shall be continuing and the Borrowers shall be in pro forma compliance with the then applicable financial covenants in Section 7, (ii) a return on (A) prior to the Conversion Date, the aggregate amount of consolidated total assets and Recurring Revenue of the Unrestricted Subsidiaries shall not at any Investment by time exceed 5% of the aggregate consolidated total assets and Recurring Revenue of the Borrowers or any Restricted Subsidiary in and their Subsidiaries, and (B) on and after the Conversion Date, the aggregate amount of consolidated total assets and Consolidated EBITDA of the Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value shall not at the date of such designation any time exceed 5% of the Borrowers’ aggregate consolidated total assets and Consolidated EBITDA of the Borrowers and their Restricted Subsidiaries’ (as applicable) Investment in such Subsidiary.,

Designation of Subsidiaries. The Borrowers Borrower may at any time after the Closing Date designate any Restricted Subsidiary of the Borrower as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that that, immediately before and after giving effect to such designation, no Event of Default shall have occurred and be continuing; providedcontinuing and no Subsidiary may be designated as an Unrestricted Subsidiary if, furtherafter such designation, that it would be a “Restricted Subsidiary” for the purpose of any Junior Financing. The designation of any Subsidiary as an Unrestricted Subsidiary after the date hereof Closing Date shall constitute an Investment by the Borrowers and their Restricted Subsidiaries, as applicable, Borrower therein at the date of designation in an amount equal to the fair market value as determined in good faith by the Borrower of the Borrower’s or its Subsidiary’s (as determined by a Responsible Officer of the U.S. Borrower in good faithapplicable) of the applicable parties’ Investment therein and no such designation shall be effective unless the Borrowers and the Restricted Subsidiaries are in compliance with Section 6.04 after giving effect to such Investmenttherein. 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 Borrowers or any Restricted Subsidiary Borrower in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value as determined in good faith by the Borrower at the date of such designation of the Borrowers’ and their Restricted Subsidiaries’ Borrower’s or its Subsidiary’s (as applicable) Investment in such Subsidiary.

Designation of Subsidiaries. The Borrowers Borrower may at any time designate any Restricted Subsidiary of the Borrower as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after giving effect to such designation, no Event of Default shall have occurred and be continuing; provided, further(ii) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of the First Lien Facilities or any Junior Financing, that the as applicable and (iii) no Restricted Subsidiary may be designated an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary. The designation of any Subsidiary as an Unrestricted Subsidiary after the date hereof Signing Date shall constitute an Investment by the Borrowers and their Restricted Subsidiaries, as applicable, Borrower therein at the date of designation in an amount equal to the fair market value of the Borrower’s or its Subsidiary’s (as determined by a Responsible Officer of the U.S. Borrower in good faithapplicable) of the applicable parties’ Investment therein and no such designation shall be effective unless the Borrowers and the Restricted Subsidiaries are in compliance with Section 6.04 after giving effect to such Investmenttherein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (ix) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time and (iiy) a return on any Investment by the Borrowers or any Restricted Subsidiary 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 Borrowers’ and their Restricted Subsidiaries’ Borrower’s or its Subsidiary’s (as applicable) Investment in such Subsidiary.

Designation of Subsidiaries. The Borrowers Borrower may at any time designate any Restricted Subsidiary of the Borrower as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after giving effect to such designation, no Event of Default shall have occurred and be continuing; providedcontinuing and on a Pro Forma Basis, further, that the Total Leverage Ratio as of the end of the most recent Measurement Period is not greater than 5.25:1.00 and (ii) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of the ABL Facilities . The designation of any Subsidiary as an Unrestricted Subsidiary after the date hereof Closing Date shall constitute an Investment by the Borrowers and their Restricted Subsidiaries, as applicable, Borrower therein at the date of designation in an amount equal to the fair market value of the Borrower’s or its Subsidiary’s (as determined by a Responsible Officer of the U.S. Borrower in good faithapplicable) of the applicable parties’ Investment therein and no such designation shall be effective unless the Borrowers and the Restricted Subsidiaries are in compliance with Section 6.04 after giving effect to such Investmenttherein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (ix) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time and (iiy) a return on any Investment by the Borrowers or any Restricted Subsidiary Borrower in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value of the Unrestricted Subsidiary so designated at the date of such designation. Any such designation shall be evidenced to the Agent by filing with the Agent a certificate of a Responsible Officer certifying that such designation or revocation complied with the Borrowers’ and their Restricted Subsidiaries’ (as applicable) Investment in such Subsidiaryforegoing conditions.

Designation of Subsidiaries. The Borrowers Any Borrower or the Company may at any time after the Effective Date designate any Restricted Subsidiary (other than a Borrower) as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that immediately before and after giving effect to such designationdesignation on a Pro Forma Basis as of the end of the most recent Test Period, no Event of Default under clauses (a), (b), (h) or (i) of Section 7.01 shall have occurred and be continuing; provided, further, that the . The designation of any Subsidiary as an Unrestricted Subsidiary after the date hereof Effective Date shall constitute an Investment by the Borrowers and their Restricted Subsidiaries, as applicable, Company therein at the date of designation in an amount equal to the fair market value Fair Market Value of the Company’s or its Subsidiary’s (as determined by a Responsible Officer of the U.S. Borrower in good faithapplicable) of the applicable parties’ Investment therein and no such designation shall be effective unless the Borrowers and the Restricted Subsidiaries are in compliance with Section 6.04 after giving effect to such Investmentinvestment 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 Borrowers or any Restricted Subsidiary Company in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value Fair Market Value at the date of such designation of the Borrowers’ and their Restricted Subsidiaries’ Company’s or its Subsidiary’s (as applicable) Investment in such Subsidiary. To the extent that each of the Margin Bridge Facility and any Permitted Bridge Refinancing thereof and any Takeout Margin Loan have been repaid in full and the collateral theretofore released, the Company shall cause the Pledged VMware Shares and any class A common stock of VMware pledged to secure the Permitted Bridge Refinancing of the Margin Bridge Facility or the Takeout Margin Loan, as applicable, to be distributed to the Company or one of its Restricted Subsidiaries or the Subsidiary holding such shares is re-designated, or merges with, a Restricted Subsidiary of the Company (the “Pledged VMware Share Return”).

Designation of Subsidiaries. The Borrowers Borrower may designate (or re-designate) any Restricted Subsidiary (other than the Borrower) as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after giving effect to such designation, no Default or Event of Default shall have occurred and be continuing; providedcontinuing and (ii) immediately after giving effect to such designation, furtherHoldco and the Borrower shall be in compliance, that on a Pro Forma Basis, with the financial covenant in Section 6.12 as of the Applicable Date of Determination. The designation of any Subsidiary as an Unrestricted Subsidiary after the date hereof Closing Date in accordance with this Section 5.13 shall constitute an Investment by Holdco or the Borrowers and their relevant Restricted SubsidiariesSubsidiary, as applicable, therein at the date of designation in an amount equal to the fair market value (as determined by a Responsible Officer of the U.S. Borrower in good faithfaith by the Borrower) of the Investments held by Holdco and/or the applicable parties’ Investment therein and no Restricted Subsidiaries in such Unrestricted Subsidiary immediately prior to such designation. Upon any such designation shall be effective unless (but without duplication of any amount reducing such Investment in such Unrestricted Subsidiary pursuant to the Borrowers and definition of Investment), Holdco and/or the applicable Restricted Subsidiaries are shall receive a credit against the applicable clause in compliance with Section 6.04 after giving effect to that was utilized for the Investment in such Unrestricted Subsidiary for all Returns in respect of such Investment. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary in accordance with this Section 5.13 shall constitute (i) the incurrence by such Restricted Subsidiary at the time of designation of any Investment, Indebtedness or Liens of such Restricted Subsidiary existing outstanding at such time and (ii) a return on any Investment by the Borrowers 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 Borrowers’ and their Restricted Subsidiaries’ (as applicable) Investment in such Subsidiarytime.

Designation of Subsidiaries. The Borrowers Parent Borrower may at any time after the Effective Date designate any Restricted Subsidiary of the Parent Borrower as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that immediately before and after giving effect to such designationdesignation on a Pro Forma Basis as of the end of the most recent Test Period, (i) no Significant Event of Default shall have occurred and be continuing; provided, further, that (ii) the Total Leverage Ratio is less than or equal to 1.00 to 1.00 and (iii) Consolidated Total Assets (other than escrowed cash proceeds of debt incurred by an Unrestricted Subsidiary) of all Unrestricted Subsidiaries shall not exceed 25% of Consolidated Total Assets for the most recently ended Test Period as of the time of such designation. The designation of any Subsidiary as an Unrestricted Subsidiary after the date hereof Effective Date shall constitute an Investment by the Borrowers and their Restricted Subsidiaries, as applicable, Parent Borrower therein at the date of designation in an amount equal to the fair market value Fair Market Value of the Parent Borrower’s or its Subsidiary’s (as determined by a Responsible Officer of the U.S. Borrower in good faithapplicable) of the applicable parties’ Investment therein and no such designation shall be effective unless the Borrowers and the Restricted Subsidiaries are in compliance with Section 6.04 after giving effect to such Investmentinvestment 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 Borrowers or any Restricted Subsidiary Parent Borrower in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value at the date of such designation of the Borrowers’ and their Restricted Subsidiaries’ Parent Borrower’s or its Subsidiary’s (as applicable) Investment in such Subsidiary.

Designation of Subsidiaries. The Borrowers Borrower may at any time after the Closing Date designate any Restricted Subsidiary of the Borrower as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after giving effect to such designation, no Event of Default shall have occurred and be continuing; providedcontinuing or would result therefrom, further(ii) no Subsidiary may be designated as an Unrestricted Subsidiary if, that after such designation, it would be a “Restricted Subsidiary” for the purpose of any Specified Indebtedness or any Permitted Refinancing thereof and (iii) no Restricted Subsidiary may be designated an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary. The designation of any Subsidiary as an Unrestricted Subsidiary after the date hereof Closing Date shall constitute an Investment by the Borrowers and their Restricted Subsidiaries, as applicable, Borrower therein at the date of designation in an amount equal to the fair market value greater of (as determined x) the Fair Market Value of such Investment at the date of designation and (y) the sum of (i) the aggregate amount paid to acquire such Unrestricted Subsidiary, if applicable, plus (ii) the aggregate amount of Investments made by a Responsible Officer the Borrower and its Subsidiaries in such Unrestricted Subsidiary on or prior to the date of the U.S. Borrower in good faith) of the applicable parties’ Investment therein and no such designation shall be effective unless the Borrowers and the Restricted Subsidiaries are in compliance with Section 6.04 after giving effect to such Investmentdesignation. 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 Borrowers or any Restricted Subsidiary Borrower in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value at the date Fair Market Value of such designation of the Borrowers’ and their Restricted Subsidiaries’ (as applicable) Investment in such Subsidiary.

Designation of Subsidiaries. The Borrowers Any Borrower or the Company may at any time after the Effective Date designate any Restricted Subsidiary (other than a Borrower) as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that immediately before and after giving effect to such designationdesignation on a Pro Forma Basis as of the end of the most recent Test Period, no Event of Default under clauses (a), (b), (h) or (i) of Section 7.01 shall have occurred and be continuing; provided, further, that the . The designation of any Subsidiary as an Unrestricted Subsidiary after the date hereof Effective Date shall constitute an Investment by the Borrowers and their Restricted Subsidiaries, as applicable, Company therein at the date of designation in an amount equal to the fair market value Fair Market Value of the Company’s or its Subsidiary’s (as determined by a Responsible Officer of the U.S. Borrower in good faithapplicable) of the applicable parties’ Investment therein and no such designation shall be effective unless the Borrowers and the Restricted Subsidiaries are in compliance with Section 6.04 after giving effect to such Investmentinvestment 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 Borrowers or any Restricted Subsidiary Company in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value Fair Market Value at the date of such designation of the Borrowers’ and their Restricted Subsidiaries’ Company’s or its Subsidiary’s (as applicable) Investment in such Subsidiary. To the extent that each of the Margin Bridge Facility and any Permitted Bridge Refinancing thereof and any Takeout Margin Loan have been repaid in full and the collateral theretofore released, the Company shall cause the Pledged VMware Shares and any class A common stock of VMware pledged to secure the Permitted Bridge Refinancing of the Margin Bridge Facility or the Takeout Margin Loan, as applicable, to be distributed to the Company or one of its Restricted Subsidiaries or the Subsidiary holding such shares shall be re-designated, or merged with, a Restricted Subsidiary of the Company (the “Pledged VMware Share Return”).

Designation of Subsidiaries. The Borrowers Board of Directors of the Borrower may at any time designate any Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary, in each case, upon written notice to the Lender; provided that immediately before and after giving effect to such designation, no Event of Default shall have occurred and be continuing; provided, further, that (i) the designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the date hereof shall constitute an Investment by the Borrowers and their Restricted Subsidiaries, as applicable, Borrower therein at the date of designation in an amount equal to the fair market value (as determined by a Responsible Officer Fair Market Value of the U.S. Borrower in good faith) of the applicable parties’ Investment Borrower’s investment therein and no such designation shall be effective unless the Borrowers and the Restricted Subsidiaries are in subject to pro forma compliance with Section 6.04 after giving effect to such Investment. The the Payment Conditions, (ii) 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, (iiiii) a return on any Investment by the Borrowers or Borrower may not (x) designate any Restricted Subsidiary as an Unrestricted Subsidiary, or (y) designate an Unrestricted Subsidiary as a Restricted Subsidiary, in each case, unless no Event of Default shall have occurred or be continuing immediately before and after giving effect to such designation, (iv) no Restricted Subsidiary may be designated an Unrestricted Subsidiaries pursuant to Subsidiary if it was previously designated an Unrestricted Subsidiary, and (vi) no Unrestricted Subsidiary may own any Intellectual Property material and necessary for the preceding sentence in an amount equal to operation of the fair market value at assets of the date of Loan Parties and their Subsidiaries, taken as a whole, unless following such designation as an Unrestricted Subsidiary, such Intellectual Property shall continue to be subject to a royalty-free, non-exclusive license in favor of the Borrowers’ Lender for the purpose of the Lender’s exercise of rights and their Restricted Subsidiaries’ (as applicable) Investment remedies under the Loan Documents in such Subsidiaryconnection with the Collateral.

Designation of Subsidiaries. The Borrowers Company may at any time designate any Restricted Subsidiary of the Company as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after giving effect to such designation, no Event of Default shall have occurred and be continuing; provided, further(ii) [reserved] and (iii) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of the Existing RCF Credit Agreement, that the Closing DateAmendment No. 4 Senior UnsSecured Bridge LoansNotes, the Closing Date Senior Unsecured Notes, the Target Notes, Indebtedness incurred under Section 7.03(s) or Section 7.03(w) or any Junior Financing with a principal amount in excess of the Threshold Amount, as applicable. The designation of any Subsidiary as an Unrestricted Subsidiary after the date hereof Closing Date shall constitute an Investment by the Borrowers and their Restricted Subsidiaries, as applicable, Company therein at the date of designation in an amount equal to the fair market value of the Company’s or its Subsidiary’s (as determined by a Responsible Officer of the U.S. Borrower in good faithapplicable) of the applicable parties’ Investment therein and no such designation shall be effective unless the Borrowers and the Restricted Subsidiaries are in compliance with Section 6.04 after giving effect to such Investmenttherein. 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 Borrowers or any Restricted Subsidiary 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 Borrowers’ and their Restricted Subsidiaries’ Company’s or its Subsidiary’s (as applicable) Investment in such Subsidiary.

Designation of Subsidiaries. (a) The Borrowers Parent may at any time after the Closing Date designate any Restricted Subsidiary of the Parent (other than the English Borrower and U.S. Midco) as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that immediately before and (A) after giving effect to such designation, the Total Leverage Ratio determined on a Pro Forma Basis as of the last day of the then most recently ended Test Period shall not exceed the ratio set forth in Section 7.10 opposite the last fiscal quarter of such Test Period, (B) no Event of Default shall have occurred exist at the time of such designation or would exist immediately after giving effect to such designation and (C) no subsidiary may be continuing; provided, further, that the re-designated more than once. (b) The designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the date hereof Closing Date shall constitute an Investment by the Borrowers and their Restricted Subsidiaries, as applicable, Parent therein at the date of designation in an amount equal to the fair market value (as determined by a Responsible Officer the Parent in good faith at the date of such designation of the U.S. Borrower Equity Interests in good faithsuch Unrestricted Subsidiary held by the Parent. (c) of the applicable parties’ Investment therein and no such designation shall be effective unless the Borrowers and the Restricted Subsidiaries are in compliance with Section 6.04 after giving effect to such Investment. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) an incurrence by the incurrence at the time of designation Parent of any InvestmentInvestments, Indebtedness or Liens of such Restricted Subsidiary existing at such time the date of designation and (ii) a return Return on any Investment by the Borrowers or any Restricted Parent in such Unrestricted Subsidiary in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value as determined by the Parent in good faith at the date of such designation of the Borrowers’ and their Restricted Subsidiaries’ (as applicable) Investment Equity Interests in such SubsidiaryUnrestricted Subsidiary held by the Parent.

Designation of Subsidiaries. The Borrowers Parent may at any time after the Closing Date designate any Restricted Subsidiary of Parent or other Borrower as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided provided, that (i) immediately before and after giving effect to such designation, no Event of Default shall have occurred and be continuing; provided, furtherand (ii) 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 the Term Debt Documents, that any Junior Financing Documentation or the documentation governing any Permitted Junior Debt or Term Refinancing Debt. The designation of any Subsidiary as an Unrestricted Subsidiary after the date hereof Closing Date shall constitute an Investment by the Borrowers and their Restricted Subsidiaries, as applicable, Parent therein at the date of designation in an amount equal to the fair market value of the aggregate Investment therein of Parent and its Subsidiaries (as determined by a Responsible Officer of the U.S. Borrower in good faith) of the applicable parties’ Investment therein and no such designation shall be effective unless the Borrowers and the Restricted Subsidiaries are in compliance with Section 6.04 after giving effect to such Investmentapplicable). 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 Borrowers or any Restricted Subsidiary Parent 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 Borrowers’ and their Restricted Subsidiaries’ Parent’s or its Subsidiary’s (as applicable) Investment in such Subsidiary and (y) the amount of the Investment originally made in respect of the designation of such Subsidiary as an Unrestricted Subsidiary.

Designation of Subsidiaries. (a) The Borrowers ABL Administrative Borrower may at any time designate any Restricted Subsidiary (other than a Borrower) as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that immediately before (i) the Payment Condition is satisfied and (ii) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if after giving effect such designation it would be a “restricted subsidiary” for the purpose of the Term Loan Credit Agreement or any other Material Debt with recourse to such designationthe Parent, no Event of Default shall have occurred and be continuing; provided, further, that the ABL Administrative Borrower or a Restricted Subsidiary. (b) The designation of any Subsidiary as an Unrestricted Subsidiary after the date hereof shall constitute an Investment by the Borrowers and their Restricted Subsidiaries, as applicable, ABL Administrative Borrower therein at the date of designation in an amount equal to the fair market value (of the ABL Administrative Borrower’s investment therein as determined by a Responsible Officer of the U.S. Borrower in good faith) of faith by the applicable parties’ ABL Administrative Borrower and the Investment therein and no resulting from such designation shall must otherwise be effective unless the Borrowers and the Restricted Subsidiaries are in compliance with Section 6.04 after giving effect to 6.8 (as determined at the time of such Investmentdesignation). 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 Borrowers or ABL Administrative Borrower in such Unrestricted Subsidiary; provided that solely for purposes of Section 5.10(c) and the Security Documents, any Unrestricted Subsidiary designated as a Restricted Subsidiary in shall be deemed to have been acquired on the date of such designation. Any property transferred to or from an Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the Subsidiary shall be valued at its fair market value at the date time of such designation of transfer, in each case as determined in good faith by the Borrowers’ and their Restricted Subsidiaries’ (as applicable) Investment in such SubsidiaryABL Administrative Borrower.

Designation of Subsidiaries. The Borrowers Borrower may at any time after the Effective Date designate (x) any Restricted Subsidiary of the Borrower as an Unrestricted Subsidiary or (y) any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after giving effect to such designationdesignation on a pro forma basis, no Event of Default shall have occurred and be continuing; provided, further(ii) immediately after giving effect to such designation, that the Borrower is in compliance, on a pro forma basis, with the Financial Covenant for the most recently ended Test Period and (iii) no Subsidiary may be designated as an Unrestricted Subsidiary or continue as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of any third party Material Indebtedness for borrowed money of the Borrower pursuant to which a Subsidiary may be designated an “Unrestricted Subsidiary.” The designation of any Subsidiary as an Unrestricted Subsidiary after the date hereof Effective Date shall constitute an Investment by the Borrowers and their Restricted Subsidiaries, as applicable, Borrower therein at the date of designation in an amount equal to the fair market value Fair Market Value of the Borrower’s or its Subsidiary’s (as determined by a Responsible Officer of the U.S. Borrower in good faithapplicable) of the applicable parties’ Investment therein and no such designation shall be effective unless the Borrowers and the Restricted Subsidiaries are in compliance with Section 6.04 after giving effect to such Investmentinvestment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence Incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time and (ii) a return on any Investment by the Borrowers or any Restricted Subsidiary 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 Borrowers’ and their Restricted Subsidiaries’ Borrower’s or its Subsidiary’s (as applicable) Investment in such Subsidiary.

Designation of Subsidiaries. The Borrowers Borrower may at any time after the Effective Date designate (x) any Restricted Subsidiary of the Borrower as an Unrestricted Subsidiary or (y) any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after giving effect to such designationdesignation on a pro forma basis, no Event of Default shall have occurred and be continuing; provided, further, that continuing and (ii) no Subsidiary may be designated as an Unrestricted Subsidiary or continue as an Unrestricted Subsidiary (A) if it is a “Restricted Subsidiary” for the purpose of any third party Material Indebtedness for borrowed money of the Borrower pursuant to which a Subsidiary may be designated an “Unrestricted Subsidiary” or (B) unless each Subsidiary of such Subsidiary has been designated as an “Unrestricted Subsidiary” in accordance with this Section. The designation of any Subsidiary as an Unrestricted Subsidiary after the date hereof Effective Date shall constitute an Investment by the Borrowers and their Restricted Subsidiaries, as applicable, Borrower therein at the date of designation in an amount equal to the fair market value Fair Market Value of the Borrower’s or its Subsidiary’s (as determined by a Responsible Officer of the U.S. Borrower in good faithapplicable) of the applicable parties’ Investment therein and no such designation shall be effective unless the Borrowers and the Restricted Subsidiaries are in compliance with Section 6.04 after giving effect to such Investmentinvestment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence Incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time and (ii) a return on any Investment by the Borrowers or any Restricted Borrower in such Unrestricted Subsidiary in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value Fair Market Value at the date of such designation of the Borrowers’ and their Restricted Subsidiaries’ Borrower’s or its Subsidiary’s (as applicable) Investment in such Subsidiary.

Designation of Subsidiaries. The Borrowers Borrower may at any time after the Closing Date designate any Restricted Subsidiary of the Borrower as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation, no Default shall have occurred and be continuing, (ii) immediately after giving effect to such designation, the Payment Condition shall be satisfied, (iii) no Event Subsidiary may be designated as an Unrestricted Subsidiary if, after such designation, it would be a “Restricted Subsidiary” for the purpose of Default shall have occurred the Term Loan Credit Agreement, the Senior2021 Notes, Existingthe 2024 Notes or any Junior Financing and (iv) no Restricted Subsidiary may be continuing; provided, further, that the designated an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary. The designation of any Subsidiary as an Unrestricted Subsidiary after the date hereof Closing Date shall constitute an Investment by the Borrowers and their Restricted Subsidiaries, as applicable, Borrower therein at the date of designation in an amount equal to the fair market value as determined in good faith by the Borrower of the Borrower’s or its Subsidiary’s (as determined by a Responsible Officer of the U.S. Borrower in good faithapplicable) of the applicable parties’ Investment therein and no such designation shall be effective unless the Borrowers and the Restricted Subsidiaries are in compliance with Section 6.04 after giving effect to such Investmenttherein. 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 Borrowers or any Restricted Subsidiary Borrower in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value as determined in good faith by the Borrower at the date of such designation of the Borrowers’ and their Restricted Subsidiaries’ Borrower’s or its Subsidiary’s (as applicable) Investment in such Subsidiary.

Designation of Subsidiaries. The Borrowers Borrower may at any time after the Effective DateSECTION 5.15 designate any Restricted Subsidiary of the Borrower as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that immediately before and after giving effect to such designationdesignation on a Pro Forma Basis as of the end of the most recent Test Period, no Event of Default under clauses (a), (b), (h) or (i) of Section 7.01 shall have occurred and be continuing; provided, further, that the . The designation of any Subsidiary as an Unrestricted Subsidiary after the date hereof Effective Date shall constitute an Investment by the Borrowers and their Restricted Subsidiaries, as applicable, Borrower therein at the date of designation in an amount equal to the fair market value Fair Market Value of the Borrower’s or its Subsidiary’s (as determined by a Responsible Officer of the U.S. Borrower in good faithapplicable) of the applicable parties’ Investment therein and no such designation shall be effective unless the Borrowers and the Restricted Subsidiaries are in compliance with Section 6.04 after giving effect to such Investmentinvestment 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 Borrowers Borrower or any Restricted the applicable Subsidiary in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value Fair Market Value at the date of such designation of the Borrowers’ and their Restricted Subsidiaries’ Borrower’s or its Subsidiary’s (as applicable) Investment in such Subsidiary. Change in Business. The Borrower and the Restricted Subsidiaries, taken as a whole, willSECTION 5.16 not fundamentally and substantively alter the character of their business, taken as a whole, from the business conducted by them on the Effective Date and other business activities which are extensions thereof or otherwise incidental, complementary, reasonably related or ancillary to any of the foregoing.

Designation of Subsidiaries. The Borrowers Company may at any time after the Closing Date designate any Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that that, (1) immediately before and after giving effect to such designation, (i) no Event of Default shall have occurred and be continuing; provided, further(2) an Investment in such amount would be permitted at such time and (3) no Subsidiary may be designated as an Unrestricted Subsidiary if, that after such designation, it would be a “Restricted Subsidiary” for the purpose of any Permitted Ratio Debt or Permitted Refinancing of any of the foregoing (in the case of any unsecured Indebtedness, in excess of the $20,000,000). The designation of any Subsidiary as an Unrestricted Subsidiary after the date hereof Closing Date shall constitute an Investment by the Borrowers and their Restricted Subsidiaries, as applicable, Company therein at the date of designation in an amount equal to the fair market value as determined in good faith by the Company or its Subsidiary’s (as determined by a Responsible Officer of the U.S. Borrower in good faithapplicable) of the applicable parties’ Investment therein and no such designation shall be effective unless the Borrowers and the Restricted Subsidiaries are in compliance with Section 6.04 after giving effect to such Investmenttherein. 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 Borrowers or any Restricted Subsidiary Company 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 at the date of such designation of the Borrowers’ and their Restricted Subsidiaries’ Company’s or its respective Subsidiary’s (as applicable) Investment in such Subsidiary; provided that in no event shall any such Return on any Investment by the Company in an Unrestricted Subsidiary be duplicative of any Return that increases the Cumulative Credit pursuant to the definition thereof.

Designation of Subsidiaries. The Borrowers board of directors of the Lead Borrower may at any time designate any Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation, no Default shall have occurred and be continuing, (ii) after giving effect to such designation, no Event of Default the Payment Conditions shall have occurred been satisfied, (iii) no Subsidiary may be designated as an Unrestricted Subsidiary if such Subsidiary is a Borrower or if such Subsidiary owns any property of the type (e.g. Inventory and Accounts) included in the Borrowing Base, (iv) no Subsidiary may be continuing; provideddesignated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of the Senior Notes, furtherthe Senior Subordinated Notes, that the Subordinated Discount Notes or the Term Loan Facility, as applicable, and (v) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary. The designation of any Subsidiary as an Unrestricted Subsidiary after the date hereof shall constitute an Investment by the Borrowers and their Restricted Subsidiaries, as applicable, Lead Borrower therein at the date of designation in an amount equal to the fair market net book value of the Lead Borrower’s or Restricted Subsidiary’s (as determined by a Responsible Officer of the U.S. Borrower in good faithapplicable) of the applicable parties’ Investment therein and no such designation shall be effective unless the Borrowers and the Restricted Subsidiaries are in compliance with Section 6.04 after giving effect to such Investmentinvestment 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 Borrowers 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 Borrowers’ and their Restricted Subsidiaries’ (as applicable) Investment in such Subsidiarytime.

Designation of Subsidiaries. The Borrowers Board of Directors of Holdings or a Co-Borrower may at any time designate any Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after giving effect to such designation, no Default or Event of Default shall have occurred and be continuing; provided, further(ii) immediately after giving effect to such designation, that the Co-Borrowers and the Restricted Subsidiaries shall be in compliance, on a Pro Forma Basis, with the Financial Performance Covenants as of the last day of the most recent Test Period for which Section 6.1 Financials have been delivered and regardless of whether such Test Period included a Measurement Quarter (and, as a condition precedent to the effectiveness of any such designation, the Co-Borrowers shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance), (iii) no Subsidiary may be designated as an Unrestricted Subsidiary if such Subsidiary is U.S. Holdings, Canada Holdings, Canada Intermediate Holdings or a Borrower and (iv) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purposes of any Unsecured Facility Loan Document or any Refinanced Unsecured Facility Indebtedness. The designation of any Subsidiary as an Unrestricted Subsidiary after the date hereof shall constitute an Investment by the Co-Borrowers and their Restricted Subsidiaries, as applicable, therein at the date of designation in an amount equal to the fair market value net Book Value of the Co-Borrowers’ (as determined by a Responsible Officer of the U.S. Borrower in good faithapplicable) of the applicable parties’ Investment therein and no such designation shall be effective unless the Borrowers and the Restricted Subsidiaries are in compliance with Section 6.04 after giving effect to such Investmentinvestment 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 Borrowers 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 Borrowers’ and their Restricted Subsidiaries’ (as applicable) Investment in such Subsidiarytime.

Designation of Subsidiaries. The Borrowers Board of Directors of the Borrower may at any time designate any Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted SubsidiarySubsidiary by notice to the Agent; provided that immediately before and after giving effect to such designationthat, in each case, (i) no Event of Default shall have occurred and be continuing; providedpursuant to Sections 10.1(a), further(e), that (f) or (g) is then continuing or would result therefrom, (ii) in the case of the designation of a Restricted Subsidiary as an Unrestricted Subsidiary, (A) the Restricted Subsidiary to be so designated does not (directly, or indirectly through its Subsidiaries) own any equity interests or indebtedness of, or own or hold any Lien on any property of, the Borrower or any of its Restricted Subsidiaries and (B) neither the Borrower nor any of its Restricted Subsidiaries shall at any time be directly or indirectly liable for any Indebtedness that provides that the holder thereof may (with the passage of time or notice or both) declare a default thereon or cause the payment thereof to be accelerated or payable prior to its stated maturity upon the occurrence of a default with respect to any Indebtedness, Lien or other obligation of any Unrestricted Subsidiary (including any right to take enforcement action against such Unrestricted Subsidiary). The designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the date hereof Closing Date shall constitute an Investment by the Borrowers and their Restricted Subsidiaries, as applicable, Borrower therein at the date of designation in an amount equal to the fair market value (as determined by a Responsible Officer Fair Market Value of the U.S. Borrower in good faith) of the applicable parties’ Investment therein and no such designation shall be effective unless the Borrowers and the Restricted Subsidiaries are in compliance with Section 6.04 after giving effect to such InvestmentBorrower’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 Borrowers 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 Borrowers’ and their Restricted Subsidiaries’ (as applicable) Investment in such Subsidiarytime.

Designation of Subsidiaries. (a) The Borrowers Company may at any time designate any Restricted Subsidiary (other than 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 giving effect to such designation, no Event of Default shall have occurred and be continuing; provided, further(ii) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if after such designation it would be a “restricted subsidiary” for the purpose of any other Material Indebtedness, that the and (iii) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it was previously designated as an Unrestricted Subsidiary and then redesignated as a Restricted Subsidiary. (b) The designation of any Subsidiary as an Unrestricted Subsidiary after the date hereof shall constitute an Investment investment by the Borrowers and their Restricted Subsidiaries, as applicable, Company therein at the date of designation in an amount equal to the fair market value (of the Company’s investment therein as determined by a Responsible Officer of the U.S. Borrower in good faith) of faith by the applicable parties’ Investment therein Borrower Representative and no the investment resulting from such designation shall must otherwise be effective unless the Borrowers and the Restricted Subsidiaries are in compliance with Section 6.04 after giving effect to (as determined at the time of such Investmentdesignation). 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 investment by the Borrowers or Company in such Unrestricted Subsidiary; provided, that (i) solely for the purpose of calculating the outstanding amounts of investments under Section 6.04 made in respect of any Unrestricted Subsidiary being redesignated as a Restricted Subsidiary, upon such redesignation the Company shall be deemed to continue to have an outstanding investment in such Subsidiary in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount (if positive) equal to (a) the Company’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 Company’s ownership of such Subsidiary and (ii) solely for purposes of Section 5.14(a), 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 transfer, in each case as determined in good faith by the Borrowers’ and their Restricted Subsidiaries’ (as applicable) Investment in such SubsidiaryBorrower Representative.

Designation of Subsidiaries. The Borrowers Borrower may at any time designate any Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (a) immediately before and after giving effect to such designation, no Default or Event of Default shall have occurred and be continuing; provided, further(b) the Borrower and its Restricted Subsidiaries shall be in compliance with the financial covenants set forth in Section 6.08 and 6.09 on a Pro Forma Basis after giving effect to such designation (and, that as a condition precedent to the effectiveness of any such designation, the Borrower shall deliver to the Administrative Agent a certificate of an Authorized Officer setting forth in reasonable detail the calculations demonstrating such compliance) and (c) no Subsidiary may be designated as or continue as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purposes of any other Indebtedness. The designation of any Subsidiary as an Unrestricted Subsidiary after the date hereof shall constitute an Investment by the Borrowers and their Restricted Subsidiaries, as applicable, Borrower therein at the date of designation in an amount equal to the fair market value of the Borrower’s or its Subsidiary’s (as determined by a Responsible Officer applicable) investment therein. No Unrestricted Subsidiary shall at any time own any Equity Interests or Indebtedness of, or own or hold any Lien on, any property of the U.S. Borrower in good faith) of the applicable parties’ Investment therein and no such designation shall be effective unless the Borrowers and the or any Restricted Subsidiaries are in compliance with Section 6.04 after giving effect to such InvestmentSubsidiary. 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 time. Any such designation shall be notified by the Borrowers or any Restricted Subsidiary in Unrestricted Subsidiaries pursuant Borrower to the preceding sentence in an amount equal Administrative Agent by promptly delivering to the fair market value at the date Administrative Agent a certificate of an Authorized Officer certifying that such designation of complied with the Borrowers’ and their Restricted Subsidiaries’ (as applicable) Investment in such Subsidiaryforegoing provisions.

Designation of Subsidiaries. The Borrowers board of directors of the Lead Borrower may at any time designate any Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation, no Default shall have occurred and be continuing, (ii) after giving effect to such designation, no Event of Default the Payment Conditions shall have occurred been satisfied, (iii) no Subsidiary may be designated as an Unrestricted Subsidiary if such Subsidiary is a Borrower or if such Subsidiary owns any property of the type (e.g., Inventory and Accounts) included in the Tranche A Borrowing Base, the FILO Borrowing Base or, if applicable, the ABL Term Borrowing Base, (iv) no Subsidiary may be continuing; provideddesignated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of the Senior Notes, furtherthe Term Loan Facility or any Junior Financing, that the as applicable, and (v) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary. The designation of any Subsidiary as an Unrestricted Subsidiary after the date hereof shall constitute an Investment by the Borrowers and their Restricted Subsidiaries, as applicable, Lead Borrower therein at the date of designation in an amount equal to the fair market net book value of the Lead Borrower’s or Restricted Subsidiary’s (as determined by a Responsible Officer of the U.S. Borrower in good faithapplicable) of the applicable parties’ Investment therein and no such designation shall be effective unless the Borrowers and the Restricted Subsidiaries are in compliance with Section 6.04 after giving effect to such Investmentinvestment 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 Borrowers 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 Borrowers’ and their Restricted Subsidiaries’ (as applicable) Investment in such Subsidiarytime.

Designation of Subsidiaries. The Borrowers board of directors of Holdings may at any time designate any Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation, no Default shall have occurred and be continuing, (ii) immediately after giving effect to such designation, the Credit Agreement Parties shall be in Pro Forma Compliance with the Financial Covenant, (iii) no Event Borrower may be designated as an Unrestricted Subsidiary, (iv) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of Default shall have occurred any Third Party Financing, as applicable, (v) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary, and be continuing; provided, further, that (vi) the Investment resulting from the designation of such Subsidiary as an Unrestricted Subsidiary as described in the immediately succeeding sentence is permitted by Section 7.02(n). The designation of any Subsidiary as an Unrestricted Subsidiary after the date hereof shall constitute an Investment by the Borrowers and their Restricted Subsidiaries, as applicable, U.S. Borrower therein at the date of designation in an amount equal to the fair market value (as determined by a Responsible Officer Fair Market Value of the net assets of the respective Subsidiary at the time such Subsidiary is designated an Unrestricted Subsidiary of the U.S. Borrower in good faith) of the applicable parties’ Investment therein and no such designation shall be effective unless the Borrowers and the Restricted Subsidiaries are in compliance with Section 6.04 after giving effect to such InvestmentBorrower’s. 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 Borrowers 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 Borrowers’ and their Restricted Subsidiaries’ (as applicable) Investment in such Subsidiarytime.

Designation of Subsidiaries. The Borrowers Borrower may at any time after the Closing Date designate any Restricted Subsidiary (other than a Co-Borrower) as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after giving effect to such designation, no Event of Default shall have occurred and be continuing; providedcontinuing and (ii) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of the ABL Facility, furtherPermitted Ratio Debt, that the ASC/NAI Refinancing Indebtedness, Permitted Notes, any Credit Agreement Refinancing Indebtedness or any Junior Financing, as applicable. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the date hereof Closing Date shall constitute an Investment by the Borrowers and their Restricted Subsidiaries, as applicable, Borrower therein at the date of designation in an amount equal to the fair market value (as determined by a Responsible Officer of the U.S. Borrower in good faith) of the applicable parties’ Investment therein and no such designation shall be effective unless the Borrowers and the Restricted Subsidiaries are in compliance with Section 6.04 after giving effect to such InvestmentBorrower’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 Borrowers or any Restricted Subsidiary 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 Borrowers’ and their Restricted Subsidiaries’ (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. The Borrowers may Board of Directors may, at any time designate any Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided provided, that immediately before and after giving effect to such designation, (i) no Default or Event of Default shall have occurred and be continuing; providedcontinuing and (ii) no Subsidiary may be designated as an Unrestricted Subsidiary if, furtherafter such designation, that it would be a “Restricted Subsidiary” for the purpose of the Revolving Credit Facility or any Subordinated Indebtedness. For purposes of Section 7.4 hereof, the designation of any Subsidiary as an Unrestricted Subsidiary after the date hereof Closing Date shall constitute be deemed to be an Investment acquisition by the Borrowers and their Restricted Subsidiaries, as applicable, therein Issuer of the Equity Interests of such Unrestricted Subsidiary at the date of designation in an amount for a purchase price and investments equal to (x) if such Restricted Subsidiary is being acquired by a Note Party on such date of designation, the total aggregate value of all consideration (including all Earnouts) paid by such Note Party for such acquisition and (y) in all other cases, the fair market value (as determined by a Responsible Officer of the U.S. Borrower in good faith) assets of the applicable parties’ Investment therein and no such designation shall be effective unless the Borrowers and the Restricted Subsidiaries are in compliance with Section 6.04 after giving effect to Subsidiary at such Investmentdate of designation. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time and (ii) and, for purposes of Section 7.4, a return on any Investment investment by the Borrowers or any Restricted Subsidiary Issuer in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value of the assets of such Subsidiary at the such date of such designation of designation. Notwithstanding the Borrowers’ and their foregoing, any Unrestricted Subsidiary that has been re-designated a Restricted Subsidiaries’ (Subsidiary may not be subsequently re-designated as applicable) Investment in such an Unrestricted Subsidiary.

Designation of Subsidiaries. The Borrowers An Authorized Officer of Borrower may at any time designate any Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after giving effect to such designation, no Default or Event of Default shall have occurred and be continuing; provided, further(ii) immediately after giving effect to such designation, Borrower shall be in pro forma compliance with each of the covenants set forth in Section 6.7, (iii) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary, (iv) Borrower shall deliver to Administrative Agent at least five Business Days prior to such designation a certificate of an Authorized Officer of Borrower, together with all relevant financial information reasonably requested by Administrative Agent, demonstrating compliance with the foregoing clauses (i) through (iii) of this Section 5.15 and, if applicable, certifying that such subsidiary meets the requirements of an “Unrestricted Subsidiary” and (v) at least ten days prior to the designation of any Unrestricted Subsidiary as a Restricted Subsidiary, the Lenders shall have received all documentation and other information required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the PATRIOT Act, with respect to such subsidiary. The designation of any subsidiary as an Unrestricted Subsidiary after the date hereof shall constitute an Investment by the Borrowers and their Restricted Subsidiaries, as applicable, Borrower therein at the date of designation in an amount equal to the fair market value (as determined by a Responsible Officer of the U.S. Borrower in good faith) of the applicable parties’ Borrower’s Investment therein and no such designation shall be effective unless the Borrowers and the Restricted Subsidiaries are in compliance with Section 6.04 after giving effect to such Investmenttherein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence by such 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 Borrowers 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 Borrowers’ and their Restricted Subsidiaries’ (as applicable) Investment in such Subsidiarytime.

Designation of Subsidiaries. The Borrowers board of directors of the Lead Borrower may at any time designate any Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation, no Default shall have occurred and be continuing, (ii) after giving effect to such designation, no Event of Default the Payment Conditions shall have occurred been satisfied, (iii) no Subsidiary may be designated as an Unrestricted Subsidiary if such Subsidiary is a Borrower or if such Subsidiary owns any property of the type (e.g., Inventory and Accounts) included in the Tranche A Borrowing Base[ or], the FILO Borrowing Base or, if applicable, the ABL Term Borrowing Base, (iv) no Subsidiary may be continuing; provideddesignated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of the Senior Notes, furtherthe Term Loan Facility or any Junior Financing, that the as applicable, and (v) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary. The designation of any Subsidiary as an Unrestricted Subsidiary after the date hereof shall constitute an Investment by the Borrowers and their Restricted Subsidiaries, as applicable, Lead Borrower therein at the date of designation in an amount equal to the fair market net book value of the Lead Borrower’s or Restricted Subsidiary’s (as determined by a Responsible Officer of the U.S. Borrower in good faithapplicable) of the applicable parties’ Investment therein and no such designation shall be effective unless the Borrowers and the Restricted Subsidiaries are in compliance with Section 6.04 after giving effect to such Investmentinvestment 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 Borrowers 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 Borrowers’ and their Restricted Subsidiaries’ (as applicable) Investment in such Subsidiarytime.