Common use of Designation of Subsidiaries Clause in Contracts

Designation of Subsidiaries. Holdings may not designate or redesignate any Unrestricted Subsidiary as a Restricted Subsidiary, or designate or redesignate any Restricted Subsidiary as an Unrestricted Subsidiary, unless (a) Holdings shall have given not less than ten (10) days’ prior written notice to the Lenders that the Board of Directors of Holdings has made such determination, (b) at the time of such designation or redesignation, and immediately after giving effect thereto, no Default or Event of Default would exist, (c) in the case of the designation of a Restricted Subsidiary as an Unrestricted Subsidiary and after giving effect thereto, (i) such Unrestricted Subsidiary so designated shall not, directly, or indirectly, hold or own any Indebtedness or Capital Stock of Holdings or any Restricted Subsidiary, and (ii) such designation shall be deemed a sale of assets and shall be permitted by the provisions of Section 7.4, (d) in the case of the designation of an Unrestricted Subsidiary as a Restricted Subsidiary and after giving effect thereto, all outstanding Indebtedness and all existing Liens of such Restricted Subsidiary so designated shall be permitted within the applicable limitations of Sections 7.1 and 7.2, (e) in the case of the designation of a Restricted Subsidiary as an Unrestricted Subsidiary, such Restricted Subsidiary shall not at any time after the date of this Agreement have previously been designated as an Unrestricted Subsidiary more than once, and (f) in the case of the designation of an Unrestricted Subsidiary as a Restricted Subsidiary, such Unrestricted Subsidiary shall not at any time after the date of this Agreement have previously been designated as a Restricted Subsidiary more than once.

Designation of Subsidiaries. Holdings The Borrower may not at any time designate any Restricted Subsidiary of the Borrower as an Unrestricted Subsidiary or redesignate any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation, or designate or redesignate any Restricted Subsidiary as an Unrestricted Subsidiary, unless (a) Holdings no Default shall have given not less than ten (10) days’ prior written notice to the Lenders that the Board of Directors of Holdings has made such determinationoccurred and be continuing, (bii) at the time of such designation or redesignation, and immediately after giving effect theretoto such designation, no Default or Event 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 Default would existwhether 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, (ciii) in no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the case purpose of the any Junior Financing, as applicable and (iv) no Restricted Subsidiary may be designated an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary. The designation of a Restricted any Subsidiary as an Unrestricted Subsidiary and after giving effect thereto, (i) such Unrestricted Subsidiary so designated the Signing Date shall not, directly, or indirectly, hold or own any Indebtedness or Capital Stock of Holdings or any Restricted Subsidiary, and (ii) such designation shall be deemed a sale of assets and shall be permitted constitute an Investment by the provisions Borrower therein at the date of Section 7.4, (d) designation in an amount equal to the case fair market value of the Borrower’s or its Subsidiary’s (as applicable) Investment therein. The designation of an any Unrestricted Subsidiary as a Restricted Subsidiary and after giving effect theretoshall constitute (x) the incurrence at the time of designation of any Investment, all outstanding Indebtedness and all existing or Liens of such Restricted Subsidiary so designated shall be permitted within existing at such time and (y) a return on any Investment by the applicable limitations of Sections 7.1 and 7.2, (e) Borrower in Unrestricted Subsidiaries pursuant to the case of preceding sentence in an amount equal to the designation of a Restricted Subsidiary as an Unrestricted Subsidiary, such Restricted Subsidiary shall not fair market value at any time after the date of this Agreement have previously been designated as an Unrestricted Subsidiary more than once, and (f) in the case such designation of the designation of an Unrestricted Subsidiary Borrower’s or its Subsidiary’s (as a Restricted applicable) Investment in such Subsidiary, such Unrestricted Subsidiary shall not at any time after the date of this Agreement have previously been designated as a Restricted Subsidiary more than once.

Designation of Subsidiaries. The board of directors (or similar governing body) of Holdings may not at any time designate any Restricted Subsidiary as an Unrestricted Subsidiary or redesignate any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing, (ii) immediately after giving effect to such designation, Holdings and its Subsidiaries shall be in compliance with Sections 7.10 and 7.11, (iii) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of the Senior Notes, (iv) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary, (v) the Borrower shall deliver to the Administrative Agent at least five (5) Business Days prior to such designation a certificate of a Responsible Officer of Holdings, together with all relevant financial information reasonably requested by the Administrative Agent, demonstrating compliance with the foregoing clauses (i) through (iv) of this Section 6.14 and, if applicable, certifying that such subsidiary meets the requirements of an Unrestricted Subsidiary and (vi) at least ten (10) days prior to the designation of any Unrestricted Subsidiary as a Restricted Subsidiary, or designate or redesignate any Restricted Subsidiary as an Unrestricted Subsidiary, unless (a) Holdings the Lenders shall have given not less than ten (10) days’ prior written notice received all documentation and other information required by bank regulatory authorities under applicable “know-your-customer” and Anti-Money Laundering Laws, including the PATRIOT Act, with respect to the Lenders that the Board of Directors of Holdings has made such determination, (b) at the time of such designation or redesignation, and immediately after giving effect thereto, no Default or Event of Default would exist, (c) in the case of the subsidiary. The designation of a Restricted Subsidiary as an Unrestricted Subsidiary and after giving effect thereto, (i) such Unrestricted Subsidiary so designated shall not, directly, or indirectly, hold or own any Indebtedness or Capital Stock of Holdings or any Restricted Subsidiary, and (ii) such designation shall be deemed a sale of assets and shall be permitted by the provisions of Section 7.4, (d) in the case of the designation of an Unrestricted Subsidiary as a Restricted Subsidiary and after giving effect thereto, all outstanding shall constitute the incurrence at the time of designation of any Indebtedness and all existing or Liens of such Restricted Subsidiary so designated shall be permitted within the applicable limitations of Sections 7.1 and 7.2, (e) in the case of the designation of a Restricted Subsidiary as an Unrestricted Subsidiary, existing at such Restricted Subsidiary shall not at any time after the date of this Agreement have previously been designated as an Unrestricted Subsidiary more than once, and (f) in the case of the designation of an Unrestricted Subsidiary as a Restricted Subsidiary, such Unrestricted Subsidiary shall not at any time after the date of this Agreement have previously been designated as a Restricted Subsidiary more than oncetime.

Designation of Subsidiaries. Holdings may not designate or redesignate any Unrestricted Subsidiary as a Restricted Subsidiary, or designate or redesignate any Restricted Subsidiary as an Unrestricted Subsidiary, unless (a) Holdings shall have given not less than ten (10) days’ ' prior written notice to the Lenders that the Board of Directors of Holdings has made such determination, (b) at the time of such designation or redesignation, and immediately after giving effect thereto, no Default or Event of Default would exist, (c) in the case of the designation of a Restricted Subsidiary as an Unrestricted Subsidiary and after giving effect thereto, (i) such Unrestricted Subsidiary so designated shall not, directly, or indirectly, hold or own any Indebtedness or Capital Stock of Holdings or any Restricted Subsidiary, and (ii) such designation shall be deemed a sale of assets and shall be permitted by the provisions of Section 7.4, (d) in the case of the designation of an Unrestricted Subsidiary as a Restricted Subsidiary and after giving effect thereto, (i) all outstanding Indebtedness of such Restricted Subsidiary so designated shall be permitted within the applicable limitations of Section 7.1, and (ii) all existing Liens of such Restricted Subsidiary so designated shall be permitted within the applicable limitations of Sections 7.1 and Section 7.2, (e) in the case of the designation of a Restricted Subsidiary as an Unrestricted Subsidiary, such Restricted Subsidiary shall not at any time after the date of this Agreement have previously been designated as an Unrestricted Subsidiary more than once, and (f) in the case of the designation of an Unrestricted Subsidiary as a Restricted Subsidiary, such Unrestricted Subsidiary shall not at any time after the date of this Agreement have previously been designated as a Restricted Subsidiary more than once.

Designation of Subsidiaries. Holdings The Borrower may not at any time after the Third Restatement Effective Date designate (or redesignate re-designate) any existing or subsequently acquired or organized Restricted Subsidiary of the Borrower as an Unrestricted Subsidiary and designate (or re-designate) any Unrestricted Subsidiary as a Restricted Subsidiary, or designate or redesignate any Restricted Subsidiary as an Unrestricted Subsidiary, unless ; provided that (ai) Holdings shall have given not less than ten (10) days’ prior written notice to the Lenders that the Board of Directors of Holdings has made such determination, (b) at the time of immediately before and after such designation or redesignationre-designation on a Pro Forma Basis, no Event of Default shall have occurred and be continuing (including after the reclassification of investments in, Indebtedness of, and Liens on, the applicable Subsidiary or its assets) and (ii) immediately after giving effect theretoto such designation or re-designation, no Default or Event of Default would existthe Borrower and its Restricted Subsidiaries shall be in compliance, (c) on a Pro Forma Basis, with the covenants set forth in the case Section 6.22 recomputed as of the last day of the most recent period for which financial statements have been or were required to be delivered pursuant to Section 6.1(a) or (b). The designation (or re-designation) of a Restricted any Subsidiary as an Unrestricted Subsidiary and after giving effect thereto, (i) such Unrestricted Subsidiary so designated the Third Restatement Effective Date shall not, directly, or indirectly, hold or own any Indebtedness or Capital Stock of Holdings or any Restricted Subsidiary, and (ii) such designation shall be deemed a sale of assets and shall be permitted constitute an investment by the provisions of Section 7.4, (d) in the case of the designation of an Unrestricted Subsidiary as a Restricted Subsidiary and after giving effect thereto, all outstanding Indebtedness and all existing Liens of such Restricted Subsidiary so designated shall be permitted within the applicable limitations of Sections 7.1 and 7.2, (e) in the case of the designation of a Restricted Subsidiary as an Unrestricted Subsidiary, such Restricted Subsidiary shall not Borrower therein at any time after the date of this Agreement have previously been designated as an Unrestricted Subsidiary more than once, and designation (for re-designation) in an amount equal to the case fair market value of the designation of an Unrestricted Subsidiary as a Borrower’s or its Restricted Subsidiary’s (as applicable) investment therein. Such designation (or re-designation) will be permitted only if an investment in such amount would be permitted at such time pursuant to Section 6.17. Unrestricted Subsidiaries will not be subject to any of the mandatory prepayments, such Unrestricted Subsidiary shall not at any time after representations and warranties, covenants or Events of Default set forth in the date of this Agreement have previously been designated as a Restricted Subsidiary more than onceLoan Documents.

Designation of Subsidiaries. Holdings The Borrower may not at any time designate any Restricted Subsidiary of the Borrower as an Unrestricted Subsidiary or redesignate any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation, or designate or redesignate any Restricted Subsidiary as an Unrestricted Subsidiary, unless (a) Holdings no Default shall have given not less than ten (10) days’ prior written notice to the Lenders that the Board of Directors of Holdings has made such determinationoccurred and be continuing, (bii) at the time of such designation or redesignation, and immediately after giving effect theretoto such designation, no Default or Event 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 Default would existwhether 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, (ciii) in no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the case purpose of the any Junior Financing, as applicable and (iv) no Restricted Subsidiary may be designated an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary. The designation of a Restricted any Subsidiary as an Unrestricted Subsidiary and after giving effect thereto, (i) such Unrestricted Subsidiary so designated the Closing Date shall not, directly, or indirectly, hold or own any Indebtedness or Capital Stock of Holdings or any Restricted Subsidiary, and (ii) such designation shall be deemed a sale of assets and shall be permitted constitute an Investment by the provisions Borrower therein at the date of Section 7.4, (d) designation in an amount equal to the case fair market value of the Borrower’s or its Subsidiary’s (as applicable) Investment therein. The designation of an any Unrestricted Subsidiary as a Restricted Subsidiary and after giving effect theretoshall constitute (x) the incurrence at the time of designation of any Investment, all outstanding Indebtedness and all existing or Liens of such Restricted Subsidiary so designated shall be permitted within existing at such time and (y) a return on any Investment by the applicable limitations of Sections 7.1 and 7.2, (e) Borrower in Unrestricted Subsidiaries pursuant to the case of preceding sentence in an amount equal to the designation of a Restricted Subsidiary as an Unrestricted Subsidiary, such Restricted Subsidiary shall not fair market value at any time after the date of this Agreement have previously been designated as an Unrestricted Subsidiary more than once, and (f) in the case such designation of the designation of an Unrestricted Subsidiary Borrower’s or its Subsidiary’s (as a Restricted applicable) Investment in such Subsidiary, such Unrestricted Subsidiary shall not at any time after the date of this Agreement have previously been designated as a Restricted Subsidiary more than once.

Designation of Subsidiaries. Holdings (a) The Borrower may not designate (or redesignate re-designate) any Restricted Subsidiary (other than a Holding Company or the Borrower) as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary, or designate or redesignate any Restricted Subsidiary as an Unrestricted Subsidiary, unless (a) Holdings shall have given not less than ten (10) days’ prior written notice to the Lenders ; provided that the Board of Directors of Holdings has made immediately before and after such determination, (b) at the time of such designation or redesignation, and immediately after giving effect theretodesignation, no Default or Event of Default would exist, (c) in the case of the shall have occurred and be continuing. The designation of a Restricted any Subsidiary as an Unrestricted Subsidiary and after giving effect theretothe Closing Date in accordance with this Section 5.12(a) shall constitute an Investment by the relevant Borrower or the relevant Restricted Subsidiary, as applicable, therein at the date of designation in an amount equal to the fair market value (ias determined in good faith by the Borrower) of the Investments held by the applicable Borrower and/or the applicable Restricted Subsidiaries in such Unrestricted Subsidiary so designated shall not, directly, or indirectly, hold or own immediately prior to such designation. Upon any Indebtedness or Capital Stock of Holdings or any Restricted Subsidiary, and (ii) such designation (but without duplication of any amount reducing such Investment in such Unrestricted Subsidiary pursuant to the definition of “Investment”), the applicable Borrower and/or the applicable Restricted Subsidiaries shall be deemed receive a sale credit against the applicable clause in Section 6.04 that was utilized for the Investment in such Unrestricted Subsidiary for all Returns in respect of assets and shall be permitted by the provisions of Section 7.4, (d) in the case of the such Investment. The designation of an any Unrestricted Subsidiary as a Restricted Subsidiary and after giving effect thereto, all outstanding in accordance with this Section 5.12 shall constitute the incurrence by such Restricted Subsidiary at the time of designation of any Indebtedness and all existing or Liens of such Restricted Subsidiary so designated shall be permitted within outstanding at such time (to the applicable limitations of Sections 7.1 and 7.2, (e) in the case of the designation of a extent assumed). No Restricted Subsidiary as an Unrestricted Subsidiary, such Restricted Subsidiary shall not at any time after the date of this Agreement have previously been may be designated as an Unrestricted Subsidiary more than once, and (f) in the case of the designation of an no Unrestricted Subsidiary as a Restricted Subsidiary, such Unrestricted Subsidiary shall not at any time after the date of this Agreement have previously been may be designated as a Restricted Subsidiary more than onceunless such Subsidiary is also a Restricted Subsidiary or Unrestricted Subsidiary, as the case may be, under the Second Lien Loan Documents.

Designation of Subsidiaries. Holdings The Borrower may not at any time after the Closing Date designate (or redesignate 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 after such designation (or re-designation), or designate or redesignate any Restricted no Specified Default shall have occurred and be continuing, (ii) no Subsidiary may be designated as an Unrestricted SubsidiarySubsidiary if, unless (a) Holdings shall have given not less than ten (10) days’ prior written notice to the Lenders that the Board of Directors of Holdings has made such determination, (b) at the time of after such designation or redesignationhereunder, it would be a “Restricted Subsidiary” for purposes of the Existing Secured 2024 Notes and/or the Existing Secured 2025 Notes and immediately after giving effect thereto, no Default or Event of Default would exist, (ciii) in the case of Investment resulting from the designation of a Restricted such Subsidiary as an Unrestricted Subsidiary and after giving effect thereto, (i) such as described in the immediately succeeding sentence is permitted by Section 7.02. The designation of any Subsidiary as an Unrestricted Subsidiary so designated shall not, directly, or indirectly, hold or own any Indebtedness or Capital Stock of Holdings or any Restricted Subsidiary, and (ii) such designation shall be deemed a sale of assets and shall be permitted constitute an Investment by the provisions Borrower therein at the date of Section 7.4, (d) designation in an amount equal to the case fair market value as determined by the Borrower in good faith of the Borrower’s or a Subsidiary’s (as applicable) Investment therein. The designation of an any Unrestricted Subsidiary as a Restricted Subsidiary and after giving effect thereto, all outstanding shall constitute the incurrence at the time of designation of any Indebtedness and all existing or Liens of such Restricted Subsidiary so designated shall be permitted within existing at such time and a return on any Investment by the Borrower or the applicable limitations of Sections 7.1 and 7.2, (e) Subsidiary in Unrestricted Subsidiaries pursuant to the case of preceding sentence in an amount equal to the designation of a Restricted Subsidiary fair market value as an Unrestricted Subsidiary, such Restricted Subsidiary shall not determined by the Borrower in good faith at any time after the date of this Agreement have previously been designated as an Unrestricted Subsidiary more than once, and (f) in the case such designation of the designation of an Unrestricted Subsidiary Borrower’s or a Subsidiary’s (as a Restricted applicable) Investment in such Subsidiary, such Unrestricted Subsidiary shall not at any time after the date of this Agreement have previously been designated as a Restricted Subsidiary more than once.

Designation of Subsidiaries. Holdings The board of directors of the Parent may not at any time designate any Restricted Subsidiary (other than the Borrower) as an Unrestricted Subsidiary or redesignate any Unrestricted Subsidiary as a Restricted Subsidiary, or designate or redesignate any Restricted Subsidiary as an Unrestricted Subsidiary, unless ; provided that (a) Holdings shall have given not less than ten (10) days’ prior written notice to the Lenders that the Board of Directors of Holdings has made immediately before and after such determination, (b) at the time of such designation or redesignation, and immediately after giving effect theretodesignation, no Default or Event of Default would existshall have occurred and be continuing, (b) no Restricted Subsidiary may be designated an Unrestricted Subsidiary if it previously had been designated as an Unrestricted Subsidiary, (c) in the case of the designation of a Restricted Subsidiary as an Unrestricted Subsidiary and after giving effect thereto, (i) such Unrestricted Subsidiary so designated shall not, directly, or indirectly, hold or own any Indebtedness or Capital Stock of Holdings or any Restricted Subsidiary, and (ii) such designation shall be deemed a sale of assets and shall to be permitted by the provisions of an Investment requiring compliance with Section 7.47.10 (or reduction in an outstanding Investment, (d) in the case of the designation of an Unrestricted Subsidiary as a Restricted Subsidiary and after giving effect thereto, all outstanding Indebtedness and all existing Liens of such Restricted Subsidiary so designated shall be permitted within the applicable limitations of Sections 7.1 and 7.2, (e) in the case of the designation of a Restricted Subsidiary as an Unrestricted Subsidiary, such Restricted Subsidiary shall not at any time after the date of this Agreement have previously been designated as an Unrestricted Subsidiary more than once, and (f) in the case of the designation of an Unrestricted Subsidiary as a Restricted Subsidiary), such Unrestricted Subsidiary shall not at any time after on the date of this Agreement have previously been such designation in an amount equal to the sum of (i) the Parent’s direct or indirect equity ownership percentage of the net worth of such designated Restricted Subsidiary immediately prior to such designation (such net worth to be calculated without regard to any guarantee provided by such designated Restricted Subsidiary of the Parent’s, Borrower’s or another Restricted Subsidiary’s Indebtedness) and (ii) without duplication, the aggregate principal amount of any Indebtedness owed by such designated Restricted Subsidiary to the Parent, Borrower or any other Restricted Subsidiary immediately prior to such designation, all calculated, except as set forth in the parenthetical to clause (i) above, on a Consolidated basis in accordance with GAAP, and (c) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of any other Indebtedness of the Parent. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary more than onceshall constitute the incurrence at the time of designation of any Indebtedness or Liens of such Subsidiary existing at such time.

Designation of Subsidiaries. Holdings The board of directors of the Borrower may not at any time designate any Restricted Subsidiary as an Unrestricted Subsidiary (including any newly acquired or redesignate newly formed Restricted Subsidiary at or prior to the time it is so acquired or formed) or any Unrestricted Subsidiary as a Restricted Subsidiary, or designate or redesignate any Restricted Subsidiary as an Unrestricted Subsidiary, unless ; provided that (a) Holdings immediately before and after such designation, no Default shall have given not less than ten (10) days’ prior written notice to the Lenders that the Board of Directors of Holdings has made such determinationoccurred and be continuing, (b) at the time of such designation or redesignation, and immediately after giving effect theretoto such designation, no Default or Event of Default would existthe Borrower and its Restricted Subsidiaries shall be in compliance, on a Pro Forma Basis, with the covenant set forth in Section 7.10, (c) notwithstanding anything else in this Section 6.15 to the case 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 Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of the any Junior Financing. The designation of a Restricted any Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by Borrower or the relevant Restricted Subsidiary (as applicable) therein at the date of designation in an amount equal to the fair market value of such Person’s (as applicable) investment therein and after giving effect thereto, (i) such Unrestricted Subsidiary so designated shall not, directly, or indirectly, hold or own any Indebtedness or Capital Stock of Holdings or any Restricted Subsidiary, and (ii) the Investment resulting from such designation shall must otherwise be deemed a sale of assets and shall be permitted by the provisions of in compliance with Section 7.4, (d) in the case of the 7.02. The designation of an any Unrestricted Subsidiary as a Restricted Subsidiary and after giving effect thereto, all outstanding shall constitute the incurrence at the time of designation of any Indebtedness and all existing or Liens of such Restricted Subsidiary so designated shall be permitted within the applicable limitations of Sections 7.1 and 7.2, (e) in the case existing at such time. As of the designation of a Restricted Subsidiary as an date hereof, any Unrestricted Subsidiary, such Restricted Subsidiary shall not at any time after the date of this Agreement have previously been designated as an Unrestricted Subsidiary more than once, and (f) in the case Subsidiaries of the designation of an Unrestricted Subsidiary as a Restricted Subsidiary, such Unrestricted Subsidiary shall not at any time after the date of this Agreement have previously been designated as a Restricted Subsidiary more than onceBorrower are set forth in Schedule 6.15.

Designation of Subsidiaries. Holdings (a) The Issuer may not designate (or redesignate re-designate) any Restricted Subsidiary (other than the Issuer) as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation or re-designation, or designate or redesignate any Restricted Subsidiary as an Unrestricted Subsidiary, unless (a) Holdings no Event of Default shall have given occurred and be continuing and (ii) the Issuer could incur $1.00 of Ratio Debt or the Total Net Leverage Ratio would be not less than ten (10) days’ the Total Net Leverage Ratio immediately prior written notice to the Lenders that the Board of Directors of Holdings has made such determinationredesignation computed, (b) at the time of such designation or redesignationin each case, and on a Pro Forma Basis immediately after giving effect thereto, no Default or Event of Default would exist, (c) in the case to such re-designation as of the Applicable Date of Determination of any Unrestricted Subsidiary as a Restricted Subsidiary. The designation of a Restricted any Subsidiary as an Unrestricted Subsidiary and after giving effect theretothe Closing Date in accordance with this Section 5.13(a) shall constitute an Investment by the Issuer or the relevant Restricted Subsidiary, as applicable, therein at the date of designation in an amount equal to the fair market value (ias determined in good faith by the Issuer) of the Investments held by the Issuer and/or the applicable Restricted Subsidiaries in such Unrestricted Subsidiary so designated shall not, directly, or indirectly, hold or own immediately prior to such designation. Upon any Indebtedness or Capital Stock of Holdings or any Restricted Subsidiary, and (ii) such designation (but without duplication of any amount reducing such Investment in such Unrestricted Subsidiary pursuant to the definition of “Investment”), the Issuer and/or the applicable Restricted Subsidiaries shall be deemed receive a sale credit against the applicable clause in Section 6.04 that was utilized for the Investment in such Unrestricted Subsidiary for all Returns in respect of assets and shall be permitted by the provisions of Section 7.4, (d) in the case of the such Investment. The designation of an any Unrestricted Subsidiary as a Restricted Subsidiary and after giving effect thereto, all outstanding in accordance with this Section 5.13 shall constitute the incurrence by such Restricted Subsidiary at the time of designation of any Indebtedness and all existing or Liens of such Restricted Subsidiary so designated shall be permitted within outstanding at such time (to the applicable limitations of Sections 7.1 and 7.2, (e) in the case of the designation of a Restricted Subsidiary as an Unrestricted Subsidiary, such Restricted Subsidiary shall not at any time after the date of this Agreement have previously been designated as an Unrestricted Subsidiary more than once, and (f) in the case of the designation of an Unrestricted Subsidiary as a Restricted Subsidiary, such Unrestricted Subsidiary shall not at any time after the date of this Agreement have previously been designated as a Restricted Subsidiary more than onceextent assumed).

Designation of Subsidiaries. Holdings An Authorized Officer of Borrower may not at any time designate any Restricted Subsidiary as an Unrestricted Subsidiary or redesignate any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing, (ii) immediately after giving effect to such designation, 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, or designate or redesignate any Restricted Subsidiary as an Unrestricted Subsidiary, unless (a) Holdings the Lenders shall have given not less than ten (10) days’ prior written notice 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 the Lenders that the Board of Directors of Holdings has made such determination, (b) at the time of such designation or redesignation, and immediately after giving effect thereto, no Default or Event of Default would exist, (c) in the case of the subsidiary. The designation of a Restricted Subsidiary any subsidiary as an Unrestricted Subsidiary and after giving effect thereto, (i) such Unrestricted Subsidiary so designated shall not, directly, or indirectly, hold or own any Indebtedness or Capital Stock constitute an Investment by Borrower therein at the date of Holdings or any Restricted Subsidiary, and (ii) such designation shall be deemed a sale in an amount equal to the fair market value of assets and shall be permitted by the provisions of Section 7.4, (d) in the case of the Borrower’s Investment therein. The designation of an any Unrestricted Subsidiary as a Restricted Subsidiary and after giving effect thereto, all outstanding shall constitute the incurrence by such Restricted Subsidiary at the time of designation of any Indebtedness and all existing or Liens of such Restricted Subsidiary so designated shall be permitted within the applicable limitations of Sections 7.1 and 7.2, (e) in the case of the designation of a Restricted Subsidiary as an Unrestricted Subsidiary, existing at such Restricted Subsidiary shall not at any time after the date of this Agreement have previously been designated as an Unrestricted Subsidiary more than once, and (f) in the case of the designation of an Unrestricted Subsidiary as a Restricted Subsidiary, such Unrestricted Subsidiary shall not at any time after the date of this Agreement have previously been designated as a Restricted Subsidiary more than oncetime.

Designation of Subsidiaries. Holdings An Authorized Officer of Borrower may not at any time designate any Restricted Subsidiary as an Unrestricted Subsidiary or redesignate any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing, (ii) immediately after giving effect to such designation, Borrower shall be in pro forma compliance with each of the covenants set forth in Section 6.7, (iii) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of any subordinated Indebtedness of any Credit Party; (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 5.12 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, or designate or redesignate any Restricted Subsidiary as an Unrestricted Subsidiary, unless (a) Holdings the Lenders shall have given not less than ten (10) days’ prior written notice 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 the Lenders that the Board of Directors of Holdings has made such determination, (b) at the time of such designation or redesignation, and immediately after giving effect thereto, no Default or Event of Default would exist, (c) in the case of the subsidiary. The designation of a Restricted Subsidiary any subsidiary as an Unrestricted Subsidiary and after giving effect thereto, (i) such Unrestricted Subsidiary so designated shall not, directly, or indirectly, hold or own any Indebtedness or Capital Stock constitute an Investment by Borrower therein at the date of Holdings or any Restricted Subsidiary, and (ii) such designation shall be deemed a sale in an amount equal to the fair market value of assets and shall be permitted by the provisions of Section 7.4, (d) in the case of the Borrower’s Investment therein. The designation of an any Unrestricted Subsidiary as a Restricted Subsidiary and after giving effect thereto, all outstanding shall constitute the incurrence by such Restricted Subsidiary at the time of designation of any Indebtedness and all existing or Liens of such Restricted Subsidiary so designated shall be permitted within the applicable limitations of Sections 7.1 and 7.2, (e) in the case of the designation of a Restricted Subsidiary as an Unrestricted Subsidiary, existing at such Restricted Subsidiary shall not at any time after the date of this Agreement have previously been designated as an Unrestricted Subsidiary more than once, and (f) in the case of the designation of an Unrestricted Subsidiary as a Restricted Subsidiary, such Unrestricted Subsidiary shall not at any time after the date of this Agreement have previously been designated as a Restricted Subsidiary more than oncetime.

Designation of Subsidiaries. Holdings The Borrower may not at any time after the Closing Date designate (or redesignate 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 such designation (or re-designation), or designate or redesignate any Restricted no Event of Default shall have occurred and be continuing, (ii) no Subsidiary may be designated as an Unrestricted Subsidiary 134 if, after such designation, it would be a “Restricted Subsidiary” for the purpose of any Incremental Equivalent Debt, unless Refinancing Equivalent Debt or Junior Financing and (aiii) Holdings shall have given not less than ten (10) days’ prior written notice to the Lenders that the Board of Directors of Holdings has made such determination, (b) at the time of such designation or redesignation, and immediately after giving effect thereto, no Default or Event of Default would exist, (c) in the case of Investment resulting from the designation of a Restricted such Subsidiary as an Unrestricted Subsidiary and after giving effect thereto, (i) such as described in the immediately succeeding sentence is permitted by Section 7.02. The designation of any Subsidiary as an Unrestricted Subsidiary so designated shall not, directly, or indirectly, hold or own any Indebtedness or Capital Stock of Holdings or any Restricted Subsidiary, and (ii) such designation shall be deemed a sale of assets and shall be permitted constitute an Investment by the provisions Borrower therein at the date of Section 7.4, (d) designation in an amount equal to the case fair market value as determined by the Borrower in good faith of the Borrower’s or a Subsidiary’s (as applicable) Investment therein. The designation of an any Unrestricted Subsidiary as a Restricted Subsidiary and after giving effect thereto, all outstanding shall constitute the incurrence at the time of designation of any Indebtedness and all existing or Liens of such Restricted Subsidiary so designated shall be permitted within existing at such time and a return on any Investment by the Borrower or the applicable limitations of Sections 7.1 and 7.2, (e) Subsidiary in Unrestricted Subsidiaries pursuant to the case of preceding sentence in an amount equal to the designation of a Restricted Subsidiary fair market value as an Unrestricted Subsidiary, such Restricted Subsidiary shall not determined by the Borrower in good faith at any time after the date of this Agreement have previously been designated as an Unrestricted Subsidiary more than once, and (f) in the case such designation of the designation of an Unrestricted Subsidiary Borrower’s or a Subsidiary’s (as a Restricted applicable) Investment in such Subsidiary, such Unrestricted Subsidiary shall not at any time after the date of this Agreement have previously been designated as a Restricted Subsidiary more than once.

Designation of Subsidiaries. Holdings The Company may not at any time after the Closing Date designate any Restricted Subsidiary as an Unrestricted Subsidiary or redesignate any Unrestricted Subsidiary as a Restricted Subsidiary; provided that, or designate or redesignate any Restricted (1) immediately before and after such designation, (i) no Event of Default shall have occurred and be continuing, (2) an Investment in such amount would be permitted at such time and (3) no Subsidiary may be designated as an Unrestricted Subsidiary if, after such designation, it would be a “Restricted Subsidiary, unless ” for the purpose of any Permitted Ratio Debt or Permitted Refinancing of any of the foregoing (a) Holdings shall have given not less than ten (10) days’ prior written notice to the Lenders that the Board of Directors of Holdings has made such determination, (b) at the time of such designation or redesignation, and immediately after giving effect thereto, no Default or Event of Default would exist, (c) in the case of any unsecured Indebtedness, in excess of the $20,000,000). The designation of a Restricted any Subsidiary as an Unrestricted Subsidiary and after giving effect thereto, (i) such Unrestricted Subsidiary so designated the Closing Date shall not, directly, or indirectly, hold or own any Indebtedness or Capital Stock of Holdings or any Restricted Subsidiary, and (ii) such designation shall be deemed a sale of assets and shall be permitted constitute an Investment by the provisions Company therein at the date of Section 7.4, designation in an amount equal to the fair market value as determined in good faith by the Company or its Subsidiary’s (das applicable) in the case of the Investment therein. The designation of an any Unrestricted Subsidiary as a Restricted Subsidiary and after giving effect theretoshall constitute (i) the incurrence at the time of designation of any Investment, all outstanding Indebtedness and all existing or Liens of such Restricted Subsidiary so designated shall be permitted within existing at such time and (ii) a Return on any Investment by the applicable limitations of Sections 7.1 and 7.2, (e) Company in Unrestricted Subsidiaries pursuant to the case of preceding sentence in an amount equal to the designation of a Restricted Subsidiary fair market value as an Unrestricted Subsidiary, such Restricted Subsidiary shall not determined in good faith by the Company at any time after the date of this Agreement have previously been designated such designation of the 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 more than once, and (f) in be duplicative of any Return that increases the case of Cumulative Credit pursuant to the designation of an Unrestricted Subsidiary as a Restricted Subsidiary, such Unrestricted Subsidiary shall not at any time after the date of this Agreement have previously been designated as a Restricted Subsidiary more than oncedefinition thereof.

Designation of Subsidiaries. Holdings The Borrower may not at any time after the SecondThird Restatement Effective Date designate (or redesignate re-designate) any existing or subsequently acquired or organized Restricted Subsidiary of the Borrower as an Unrestricted Subsidiary and designate (or re-designate) any Unrestricted Subsidiary as a Restricted Subsidiary, or designate or redesignate any Restricted Subsidiary as an Unrestricted Subsidiary, unless ; provided that (ai) Holdings shall have given not less than ten (10) days’ prior written notice to the Lenders that the Board of Directors of Holdings has made such determination, (b) at the time of immediately before and after such designation or redesignationre-designation on a Pro Forma Basis, no Event of Default shall have occurred and be continuing (including after the reclassification of investments in, Indebtedness of, and Liens on, the applicable Subsidiary or its assets) and (ii) immediately after giving effect theretoto such designation or re-designation, no Default or Event of Default would existthe Borrower and its Restricted Subsidiaries shall be in compliance, (c) on a Pro Forma Basis, with the covenants set forth in the case Section 6.22 recomputed as of the last day of the most recent period for which financial statements have been or were required to be delivered pursuant to Section 6.1(a) or (b). The designation (or re-designation) of a Restricted any Subsidiary as an Unrestricted Subsidiary and after giving effect thereto, (i) such Unrestricted Subsidiary so designated the SecondThird Restatement Effective Date shall not, directly, or indirectly, hold or own any Indebtedness or Capital Stock of Holdings or any Restricted Subsidiary, and (ii) such designation shall be deemed a sale of assets and shall be permitted constitute an investment by the provisions of Section 7.4, (d) in the case of the designation of an Unrestricted Subsidiary as a Restricted Subsidiary and after giving effect thereto, all outstanding Indebtedness and all existing Liens of such Restricted Subsidiary so designated shall be permitted within the applicable limitations of Sections 7.1 and 7.2, (e) in the case of the designation of a Restricted Subsidiary as an Unrestricted Subsidiary, such Restricted Subsidiary shall not Borrower therein at any time after the date of this Agreement have previously been designated as an Unrestricted Subsidiary more than once, and designation (for re-designation) in an amount equal to the case fair market value of the designation of an Unrestricted Subsidiary as a Borrower’s or its Restricted Subsidiary’s (as applicable) investment therein. Such designation (or re-designation) will be permitted only if an investment in such amount would be permitted at such time pursuant to Section 6.17. Unrestricted Subsidiaries will not be subject to any of the mandatory prepayments, such Unrestricted Subsidiary shall not at any time after representations and warranties, covenants or Events of Default set forth in the date of this Agreement have previously been designated as a Restricted Subsidiary more than onceLoan Documents.

Designation of Subsidiaries. Holdings The Borrower may not at any time designate any Restricted Subsidiary of the Borrower as an Unrestricted Subsidiary or redesignate any Unrestricted Subsidiary as a Restricted Subsidiary, or designate or redesignate any Restricted Subsidiary as an Unrestricted Subsidiary, unless (a) Holdings shall have given not less than ten (10) days’ prior written notice to the Lenders ; provided that the Board of Directors of Holdings has made immediately before and after such determination, (b) at the time of such designation or redesignation, and immediately after giving effect theretodesignation, no Default or Event of Default would existshall have occurred and be continuing. The Subsidiaries, (c) in the case if any, listed on Schedule 5.10 shall be Unrestricted Subsidiaries as of the Second Restatement Effective Date. The designation of a Restricted any Subsidiary as an Unrestricted Subsidiary and after giving effect theretothe Second Restatement Effective Date shall constitute an Investment by the Borrower therein at the date of designation in an amount equal to the fair market value of the Borrower’s or its Restricted Subsidiaries’, as applicable, Investments therein at the time of the designation; provided that (ix) such the Borrower shall not be permitted to designate any Restricted Subsidiary that holds Material Intellectual Property as an Unrestricted Subsidiary so designated shall not, directly, or indirectly, hold or own any Indebtedness or Capital Stock of Holdings or and (y) neither the Borrower nor any Restricted Subsidiary, and (ii) such designation shall be deemed a sale of assets and Subsidiary shall be permitted by the provisions to contribute, sell, transfer or otherwise dispose of Section 7.4, (d) in the case of the any Material Intellectual Property to any Unrestricted Subsidiary. The designation of an any Unrestricted Subsidiary as a Restricted Subsidiary and after giving effect theretoshall constitute (i) the incurrence at the time of designation of any Investment, all outstanding Indebtedness and all existing or Liens of such Restricted Subsidiary so designated shall be permitted within existing at such time and (ii) a return on any Investment by the applicable limitations of Sections 7.1 and 7.2, (e) Borrower in Unrestricted Subsidiaries pursuant to the case of preceding sentence in an amount equal to the designation of a Restricted Subsidiary as an Unrestricted Subsidiary, such Restricted Subsidiary shall not fair market value at any time after the date of this Agreement have previously been designated as an Unrestricted Subsidiary more than once, and (f) in the case such designation of the designation of an Unrestricted Subsidiary Borrower’s or its Subsidiaries, as a Restricted applicable, investment in such Subsidiary, such Unrestricted Subsidiary shall not at any time after the date of this Agreement have previously been designated as a Restricted Subsidiary more than once.

Designation of Subsidiaries. Holdings may not The Company may, at any time after the Issue Date, designate or redesignate any Unrestricted Subsidiary as a Restricted Subsidiary, or designate or redesignate any Restricted Subsidiary as an Unrestricted Subsidiary, unless Subsidiary (aother than a Subsidiary that is a Guarantor) Holdings shall have given not less than ten (10) days’ prior or as a Restricted Subsidiary by providing written notice to the Lenders Representative; provided that the Board of Directors of Holdings has made (i) immediately before and after such determination, (b) at the time of such designation or redesignation, and immediately after giving effect theretodesignation, no Default or Event of Default would exist, shall have occurred and be continuing and (cii) no Unrestricted Subsidiary shall own any equity interests in any Restricted Subsidiary. The designation of any Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Company therein at the date of designation in an amount equal to the fair market value of the greater of (x) the Company or the Guarantors investment therein or (y) the assets of such Restricted Subsidiary and no Subsidiary may be designated as an Unrestricted Subsidiary unless it is in compliance with Section 4.13 on a pro forma basis after giving effect to such designation; provided that in the case of the preceding clause (y), if the Restricted Subsidiary is a joint venture that is not 100% owned directly or indirectly by the Company or any Guarantor, then the value attributed to clause (y) shall be determined based on the ownership percentage of the Company or Guarantor in such Restricted Subsidiary. The designation of a Restricted Subsidiary as an Unrestricted Subsidiary and after giving effect thereto, (i) such Unrestricted Subsidiary so designated shall not, directly, or indirectly, hold or own any Indebtedness or Capital Stock of Holdings or any Restricted Subsidiary, and (ii) such designation shall be deemed a sale of assets and shall be permitted by the provisions of Section 7.4, (d) in the case of the designation of an Unrestricted Subsidiary as a Restricted Subsidiary and after giving effect thereto, all outstanding shall constitute the incurrence at the time of designation of any Indebtedness and all existing or Liens of such Restricted Subsidiary so designated shall existing at such time. No Subsidiary may be permitted within the applicable limitations of Sections 7.1 and 7.2, (e) in the case of the designation of a Restricted Subsidiary as an Unrestricted Subsidiary, such Restricted Subsidiary shall not at any time after the date of this Agreement have previously been designated as an Unrestricted Subsidiary more than once, and (f) in the case of the designation of if it owns or licenses on an Unrestricted Subsidiary as a Restricted Subsidiary, such Unrestricted Subsidiary shall not exclusive basis any Material Intellectual Property at any time after the date of this Agreement have previously been designated as a designation. None of the Company nor any of the Restricted Subsidiary more than once.Subsidiaries may transfer legal title to, or license on an exclusive basis any Material Intellectual Property, to any Unrestricted Subsidiary. Section 4.23

Designation of Subsidiaries. Holdings The board of directors (or similar governing body) of the Company may not at any time designate any Restricted Subsidiary as an Unrestricted Subsidiary or redesignate any Unrestricted Subsidiary as a Restricted Subsidiary, or designate or redesignate any Restricted Subsidiary as an Unrestricted Subsidiary, unless ; provided that (ai) Holdings shall have given not less than ten (10) days’ prior written notice to the Lenders that the Board of Directors of Holdings has made immediately before and after such determination, (b) at the time of such designation or redesignation, and immediately after giving effect theretodesignation, no Default or Event of Default would existshall have occurred and be continuing, (cii) immediately before and after giving effect to such designation, the Company and its Subsidiaries shall be in compliance on a Pro Forma Basis with the case of the designation of a Financial Covenants, (iii) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it is a restricted subsidiary under the terms of any other Indebtedness of the Company or its Restricted Subsidiaries, (iv) each Subsidiary to be designated as “Unrestricted” and after giving effect theretoits subsidiaries has not at the time of designation, and does not thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect to any Indebtedness pursuant to which the lender thereof has recourse to any of the assets of the Company or any Restricted Subsidiary (other than pursuant to guarantees otherwise permitted under the Loan Documents), and (v) the Company shall deliver to the Agent a certificate of a Responsible Officer of the Company, together with all relevant financial US-DOCS\149531982.18 information reasonably requested by the Agent, demonstrating compliance with the foregoing clauses (i) through (vi) of this Section 6.15 and, if applicable, certifying that such subsidiary meets the requirements of an “Unrestricted Subsidiary.” The designation of any subsidiary as an Unrestricted Subsidiary so designated shall not, directly, or indirectly, hold or own any Indebtedness or Capital Stock constitute an Investment by the Company therein at the date of Holdings or any designation in an amount equal to the fair market value of the Company’s Investment therein as of the date of such designation. No Restricted Subsidiary, and (ii) such designation Subsidiary shall be deemed a sale of assets and shall be permitted by designated as an Unrestricted Subsidiary at any time that the provisions of limitations on Investments set forth in Section 7.4, (d) 7.08 are not in the case of the effect. The designation of an any Unrestricted Subsidiary as a Restricted Subsidiary and after giving effect thereto, all outstanding shall constitute the incurrence at the time of designation of any Indebtedness and all existing or Liens of such Restricted Subsidiary so designated existing at such time. Amounts attributable to Unrestricted Subsidiaries shall be permitted within excluded for purposes of all financial calculations under the applicable limitations of Sections 7.1 and 7.2, (e) in the case of the designation of a Restricted Subsidiary as an Unrestricted Subsidiary, such Restricted Subsidiary shall not at any time after the date of this Agreement have previously been designated as an Unrestricted Subsidiary more than once, and (f) in the case of the designation of an Unrestricted Subsidiary as a Restricted Subsidiary, such Unrestricted Subsidiary shall not at any time after the date of this Agreement have previously been designated as a Restricted Subsidiary more than onceLoan Documents.

Designation of Subsidiaries. Holdings may not designate or redesignate any Unrestricted Subsidiary as a Restricted Subsidiary, or designate or redesignate any Restricted Subsidiary as an Unrestricted Subsidiary, unless (a) Holdings shall have given not less than ten (10) days’ days- prior written notice to the Lenders that the Board of Directors of Holdings has made such determination, (b) at the time of such designation or redesignation, and immediately after giving effect thereto, no Default or Event of Default would exist, (c) in the case of the designation of a Restricted Subsidiary as an Unrestricted Subsidiary and after giving effect thereto, (i) such Unrestricted Subsidiary so designated shall not, directly, or indirectly, hold or own any Indebtedness or Capital Stock of Holdings or any Restricted Subsidiary, and (ii) such designation shall be deemed a sale of assets and shall be permitted by the provisions of Section 7.4, (d) in the case of the designation of an Unrestricted Subsidiary as a Restricted Subsidiary and after giving effect thereto, (i) all outstanding Indebtedness of such Restricted Subsidiary so designated shall be permitted within the applicable limitations of Section 7.1, and (ii) all existing Liens of such Restricted Subsidiary so designated shall be permitted within the applicable limitations of Sections 7.1 and Section 7.2, (e) in the case of the designation of a Restricted Subsidiary as an Unrestricted Subsidiary, such Restricted Subsidiary shall not at any time after the date of this Agreement have previously been designated as an Unrestricted Subsidiary more than once, and (f) in the case of the designation of an Unrestricted Subsidiary as a Restricted Subsidiary, such Unrestricted Subsidiary shall not at any time after the date of this Agreement have previously been designated as a Restricted Subsidiary more than once.

Designation of Subsidiaries. Holdings The Borrower may not at any time after the Closing Date designate (or redesignate 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 such designation (or re-designation), or designate or redesignate any Restricted no Event of Default shall have occurred and be continuing, (ii) no Subsidiary may be designated as an Unrestricted Subsidiary if, after such designation, it would be a “Restricted Subsidiary, unless (a) Holdings shall have given not less than ten (10) days’ prior written notice to ” for the Lenders that the Board purpose of Directors of Holdings has made such determination, (b) at the time of such designation any Incremental Term Commitments or redesignationRefinancing Indebtedness, and immediately after giving effect thereto, no Default or Event of Default would exist, (ciii) in the case of 100 Investment resulting from the designation of a Restricted such Subsidiary as an Unrestricted Subsidiary and after giving effect thereto, (i) such as described in the immediately succeeding sentence is permitted by Section 7.02. The designation of any Subsidiary as an Unrestricted Subsidiary so designated shall not, directly, or indirectly, hold or own any Indebtedness or Capital Stock of Holdings or any Restricted Subsidiary, and (ii) such designation shall be deemed a sale of assets and shall be permitted constitute an Investment by the provisions Borrower therein at the date of Section 7.4, (d) designation in an amount equal to the case fair market value as determined by the Borrower in good faith of the Borrower’s or a Subsidiary’s (as applicable) Investment therein. The designation of an any Unrestricted Subsidiary as a Restricted Subsidiary and after giving effect thereto, all outstanding shall constitute the incurrence at the time of designation of any Indebtedness and all existing or Liens of such Restricted Subsidiary so designated shall be permitted within existing at such time and a return on any Investment by the Borrower or the applicable limitations of Sections 7.1 and 7.2, (e) Subsidiary in Unrestricted Subsidiaries pursuant to the case of preceding sentence in an amount equal to the designation of a Restricted Subsidiary fair market value as an Unrestricted Subsidiary, such Restricted Subsidiary shall not determined by the Borrower in good faith at any time after the date of this Agreement have previously been designated as an Unrestricted Subsidiary more than once, and (f) in the case such designation of the designation of an Unrestricted Subsidiary Borrower’s or a Subsidiary’s (as a Restricted applicable) Investment in such Subsidiary, such Unrestricted Subsidiary shall not at any time after the date of this Agreement have previously been designated as a Restricted Subsidiary more than once.

Designation of Subsidiaries. Holdings (a) The Borrower may not designate (or redesignate re-designate) any Restricted Subsidiary (other than a Holding Company or the Borrower) as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary, or designate or redesignate any Restricted Subsidiary as an Unrestricted Subsidiary, unless (a) Holdings shall have given not less than ten (10) days’ prior written notice to the Lenders ; provided that the Board of Directors of Holdings has made immediately before and after such determination, (b) at the time of such designation or redesignation, and immediately after giving effect theretodesignation, no Default or Event of Default would exist, (c) in the case of the shall have occurred and be continuing. The designation of a Restricted any Subsidiary as an Unrestricted Subsidiary and after giving effect theretothe Closing Date in accordance with this Section 5.12(a) shall constitute an Investment by the relevant Borrower or the relevant Restricted Subsidiary, as applicable, therein at the date of designation in an amount equal to the fair market value (ias determined in good faith by the Borrower) of the Investments held by the applicable Borrower and/or the applicable Restricted Subsidiaries in such Unrestricted Subsidiary so designated shall not, directly, or indirectly, hold or own immediately prior to such designation. Upon any Indebtedness or Capital Stock of Holdings or any Restricted Subsidiary, and (ii) such designation (but without duplication of any amount reducing such Investment in such Unrestricted Subsidiary pursuant to the definition of “Investment”), the applicable Borrower and/or the applicable Restricted Subsidiaries shall be deemed receive a sale credit against the applicable clause in Section 6.04 that was utilized for the Investment in such Unrestricted Subsidiary for all Returns in respect of assets and shall be permitted by the provisions of Section 7.4, (d) in the case of the such Investment. The designation of an any Unrestricted Subsidiary as a Restricted Subsidiary and after giving effect thereto, all outstanding in accordance with this Section 5.12 shall constitute the incurrence by such Restricted Subsidiary at the time of designation of any Indebtedness and all existing or Liens of such Restricted Subsidiary so designated shall be permitted within outstanding at such time (to the applicable limitations of Sections 7.1 and 7.2, (e) in the case of the designation of a extent assumed). No Restricted Subsidiary as an Unrestricted Subsidiary, such Restricted Subsidiary shall not at any time after the date of this Agreement have previously been may be designated as an Unrestricted Subsidiary more than once, and (f) in the case of the designation of an no Unrestricted Subsidiary as a Restricted Subsidiary, such Unrestricted Subsidiary shall not at any time after the date of this Agreement have previously been may be designated as a Restricted Subsidiary more than onceunless such Subsidiary is #91301181v32 also a Restricted Subsidiary or Unrestricted Subsidiary, as the case may be, under the Second Lien Loan Documents.

Designation of Subsidiaries. Holdings may not The Borrower may, at any time after the Closing Date, designate (or redesignate re-designate) any Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary, or designate or redesignate any Restricted Subsidiary as an Unrestricted Subsidiary, unless ; provided that (a) Holdings shall have given not less than ten (10) days’ prior written notice to the Lenders that the Board of Directors of Holdings has made immediately before and after such determination, (b) at the time of such designation or redesignation, and immediately after giving effect theretodesignation, no Default or Event of Default would exist, exists or result therefrom and (cb) in the case of the designation of a any Restricted Subsidiary as an Unrestricted Subsidiary and after giving effect theretoshall constitute an Investment by Holdings or its applicable Restricted Subsidiary at the date of designation in an amount equal to the outstanding amount of Investments by Holdings or its Restricted Subsidiaries in such Subsidiary on such date; provided, (i) such further that once an Unrestricted Subsidiary so has been re-designated shall not, directly, or indirectly, hold or own any Indebtedness or Capital Stock of Holdings or any as a Restricted Subsidiary, and (ii) such designation shall Restricted Subsidiary may not be deemed a sale of assets and shall be permitted by the provisions of Section 7.4, (d) in the case of the re-designated again as an Unrestricted Subsidiary. The designation of an any Unrestricted Subsidiary as a Restricted Subsidiary and after giving effect theretoshall constitute (i) the incurrence or making, all outstanding as applicable, at the time of designation of any then-existing Indebtedness and all existing Liens or Lien of such Restricted Subsidiary so designated shall be permitted within existing on such date, as applicable and (ii) for purposes of calculating the applicable limitations outstanding amount of Sections 7.1 Investments by Holdings and 7.2its Restricted Subsidiaries in all Unrestricted Subsidiaries, (e) a return on all Investments by Holdings and its Restricted Subsidiaries in such Subsidiary in an amount equal to the case outstanding amount of the designation of a Restricted all Investments in such Subsidiary as an Unrestricted Subsidiary, such Restricted Subsidiary shall not at any time after on the date of this Agreement have previously been designated as an Unrestricted Subsidiary more than once, and (f) in the case of the designation of an Unrestricted Subsidiary as a Restricted Subsidiary, such Unrestricted Subsidiary shall not at any time after the date of this Agreement have previously been designated as a Restricted Subsidiary more than oncedesignation.

Designation of Subsidiaries. Holdings The Borrower and, prior to the Amendment No. 3 Effective Date, Intermediate Holdings, may not at any time designate any newly-created or redesignate newly-acquired Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately after giving effect to such designation, Intermediate Holdings (or, after the Amendment No. 3 Effective Date, the Borrower) shall be in compliance, on a pro forma basis, with the financial covenant set forth in Section 6.13, regardless of whether Intermediate Holdings or designate the Borrower, as applicable, is otherwise required to comply with such financial covenant at such time (and, as a condition precedent to the effectiveness of any such designation, Intermediate Holdings or redesignate the Borrower, as applicable, shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance), (ii) the designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the incurrence at the time of designation of any Indebtedness or Liens of such Subsidiary existing at such time, (iii) the designation of such Subsidiary as an Unrestricted Subsidiary shall constitute an Investment therein at the date of designation in an amount equal to the fair market value of the Investment in such Subsidiary, unless (aiv) Holdings shall have given not less than ten (10) days’ prior written notice to the Lenders that the Board of Directors of Holdings has made such determinationno Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary, (bv) at no Subsidiary may be designated as an Unrestricted Subsidiary unless it is concurrently designated as an “Unrestricted Subsidiary” for purposes of the time of Senior Notes and (vi) immediately before and after any such designation or redesignation, and immediately after giving effect theretodesignation, no Default or Event of Default would exist, (c) in the case of the designation of a Restricted Subsidiary as an Unrestricted Subsidiary shall have occurred and after giving effect thereto, (i) such Unrestricted Subsidiary so designated shall not, directly, or indirectly, hold or own any Indebtedness or Capital Stock of Holdings or any Restricted Subsidiary, and (ii) such designation shall be deemed a sale of assets and shall be permitted by the provisions of Section 7.4, (d) in the case of the designation of an Unrestricted Subsidiary as a Restricted Subsidiary and after giving effect thereto, all outstanding Indebtedness and all existing Liens of such Restricted Subsidiary so designated shall be permitted within the applicable limitations of Sections 7.1 and 7.2, (e) in the case of the designation of a Restricted Subsidiary as an Unrestricted Subsidiary, such Restricted Subsidiary shall not at any time after the date of this Agreement have previously been designated as an Unrestricted Subsidiary more than once, and (f) in the case of the designation of an Unrestricted Subsidiary as a Restricted Subsidiary, such Unrestricted Subsidiary shall not at any time after the date of this Agreement have previously been designated as a Restricted Subsidiary more than oncecontinuing.

Designation of Subsidiaries. Holdings The Company may not at any time designate any Restricted Subsidiary of the Company as an Unrestricted Subsidiary or redesignate any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation, or designate or redesignate any Restricted no Default shall have occurred and be continuing, (ii) [reserved] and (iii) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary, unless (a) Holdings shall have given not less than ten (10) days’ prior written notice to ” for the Lenders that the Board of Directors of Holdings has made such determination, (b) at the time of such designation or redesignation, and immediately after giving effect thereto, no Default or Event of Default would exist, (c) in the case purpose of the Existing RCF Credit Agreement, 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 a Restricted any Subsidiary as an Unrestricted Subsidiary and after giving effect thereto, (i) such Unrestricted Subsidiary so designated the Closing Date shall not, directly, or indirectly, hold or own any Indebtedness or Capital Stock of Holdings or any Restricted Subsidiary, and (ii) such designation shall be deemed a sale of assets and shall be permitted constitute an Investment by the provisions Company therein at the date of Section 7.4, (d) designation in an amount equal to the case fair market value of the Company’s or its Subsidiary’s (as applicable) Investment therein. The designation of an any Unrestricted Subsidiary as a Restricted Subsidiary and after giving effect theretoshall constitute (i) the incurrence at the time of designation of any Investment, all outstanding Indebtedness and all existing or Liens of such Restricted Subsidiary so designated shall be permitted within existing at such time and (ii) a return on any Investment by the applicable limitations of Sections 7.1 and 7.2, (e) Company in Unrestricted Subsidiaries pursuant to the case of preceding sentence in an amount equal to the designation of a Restricted Subsidiary as an Unrestricted Subsidiary, such Restricted Subsidiary shall not fair market value at any time after the date of this Agreement have previously been designated as an Unrestricted Subsidiary more than once, and (f) in the case such designation of the designation of an Unrestricted Subsidiary Company’s or its Subsidiary’s (as a Restricted applicable) Investment in such Subsidiary, such Unrestricted Subsidiary shall not at any time after the date of this Agreement have previously been designated as a Restricted Subsidiary more than once.

Designation of Subsidiaries. Holdings (a) The Borrower may not designate (or redesignate re-designate) any Restricted Subsidiary (other than a Holding Company or the Borrower) as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary, or designate or redesignate any Restricted Subsidiary as an Unrestricted Subsidiary, unless (a) Holdings shall have given not less than ten (10) days’ prior written notice to the Lenders ; provided that the Board of Directors of Holdings has made immediately before and after such determination, (b) at the time of such designation or redesignation, and immediately after giving effect theretodesignation, no Default or Event of Default would exist, (c) in the case of the shall have occurred and be continuing. The designation of a Restricted any Subsidiary as an Unrestricted Subsidiary and after giving effect theretothe Closing Date in accordance with this Section 5.12(a) shall constitute an Investment by the relevant Borrower or the relevant Restricted Subsidiary, as applicable, therein at the date of designation in an amount equal to the fair market value (ias determined in good faith by the Borrower) of the Investments held by the applicable Borrower and/or the applicable Restricted Subsidiaries in such Unrestricted Subsidiary so designated shall not, directly, or indirectly, hold or own immediately prior to such designation. Upon any Indebtedness or Capital Stock of Holdings or any Restricted Subsidiary, and (ii) such designation (but without duplication of any amount reducing such Investment in such Unrestricted Subsidiary pursuant to the definition of “Investment”), the applicable Borrower and/or the applicable Restricted Subsidiaries shall be deemed receive a sale credit against the applicable clause in Section 6.04 that was utilized for the Investment in such Unrestricted Subsidiary for all Returns in respect of assets and shall be permitted by the provisions of Section 7.4, (d) in the case of the such Investment. The designation of an any Unrestricted Subsidiary as a Restricted Subsidiary and after giving effect thereto, all outstanding in accordance with this Section 5.12 shall constitute the incurrence by such Restricted Subsidiary at the time of designation of any Indebtedness and all existing or Liens of such Restricted Subsidiary so designated shall be permitted within outstanding at such time (to the applicable limitations of Sections 7.1 and 7.2, (e) in the case of the designation of a extent assumed). No Restricted Subsidiary as an Unrestricted Subsidiary, such Restricted Subsidiary shall not at any time after the date of this Agreement have previously been may be designated as an Unrestricted Subsidiary more than once, and (f) in the case of the designation of an no #97036997v3 Unrestricted Subsidiary as a Restricted Subsidiary, such Unrestricted Subsidiary shall not at any time after the date of this Agreement have previously been may be designated as a Restricted Subsidiary more than onceunless such Subsidiary is also a Restricted Subsidiary or Unrestricted Subsidiary, as the case may be, under the Second Lien Loan Documents.

Designation of Subsidiaries. Holdings (a) The Borrower may not designate or redesignate any Unrestricted Subsidiary as a Restricted Subsidiary, or designate or redesignate any Restricted Subsidiary to be an Unrestricted Subsidiary if (i) no Event of Default is continuing or would result therefrom and (ii) the Total Net Leverage Ratio, calculated on a Pro Forma Basis, would not exceed 3.50 to 1.00. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, unless (a) Holdings shall have given not less than ten (10) days’ prior written notice to the Lenders that aggregate fair market value of all outstanding Investments owned by the Board of Directors of Holdings has made such determination, (b) at the time of such designation or redesignation, Borrower and immediately after giving effect thereto, no Default or Event of Default would exist, (c) its Restricted Subsidiaries in the case of the designation of a Restricted Subsidiary as an Unrestricted Subsidiary and after giving effect thereto, (i) such Unrestricted Subsidiary so designated shall not, directly, or indirectly, hold or own any Indebtedness or Capital Stock of Holdings or any Restricted Subsidiary, and (ii) such designation shall be deemed a sale of assets and shall be permitted by the provisions of Section 7.4, (d) in the case of the designation of an Unrestricted Subsidiary as a Restricted Subsidiary and after giving effect thereto, all outstanding Indebtedness and all existing Liens of such Restricted Subsidiary so designated shall be permitted within the applicable limitations of Sections 7.1 and 7.2, (e) in the case of the designation of a Restricted Subsidiary as an Unrestricted Subsidiary, such Restricted Subsidiary shall not at any time after the date of this Agreement have previously been designated as an Unrestricted Subsidiary more than once, and (f) in will be deemed to be an Investment made as of the case time of the designation and will reduce the amount available for Restricted Payments as described in Section 7.06 herein or under one or more clauses of the definition of Permitted Investments, as determined by the Borrower (and shall only be permitted if such Investment would be permitted). That designation will only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. No Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purposes of any Junior Indebtedness. The Borrower may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary, such Subsidiary if no Event of Default is continuing or would result therefrom. No Unrestricted Subsidiary shall not at any time after the date of this Agreement have previously been designated as a Restricted Subsidiary more than once.be permitted to own

Designation of Subsidiaries. Holdings Parent may not at any time after the Closing Date designate (or redesignate re-designate) any existing or subsequently acquired or organized Restricted Subsidiary of Parent (other than the Borrower) as an Unrestricted Subsidiary and designate (or re-designate) any Unrestricted Subsidiary as a Restricted Subsidiary, or designate or redesignate any Restricted Subsidiary as an Unrestricted Subsidiary, unless (a) Holdings shall have given not less than ten (10) days’ prior written notice to the Lenders ; provided that the Board of Directors of Holdings has made such determination, (b) at the time of immediately before and after such designation or redesignationre-designation on a Pro Forma Basis, no Event of Default shall have occurred and be continuing (including after the reclassification of investments in, Indebtedness of, and Liens on, the applicable Subsidiary or its assets) and (ii) immediately after giving effect theretoto such designation or re-designation, no Default or Event of Default would existParent and its Restricted Subsidiaries shall be in compliance, (c) in on a Pro Forma Basis, with the case Parent Financial Covenants recomputed as of the last day of the most recent period for which financial statements have been or were required to be delivered pursuant to Section 6.1(a) or (b). The designation (or re-designation) of a Restricted any Subsidiary as an Unrestricted Subsidiary and after giving effect thereto, the Closing Date shall constitute an investment by Parent therein at the date of designation (ior re-designation) such Unrestricted Subsidiary so designated shall not, directly, in an amount equal to the fair market value of Parent’s or indirectly, hold or own any Indebtedness or Capital Stock of Holdings or any its Restricted Subsidiary, and ’s (iias applicable) such investment therein. Such designation shall be deemed a sale of assets and shall (or re-designation) will be permitted by only if an investment in such amount would be permitted at such time pursuant to Section 6.17. Unrestricted Subsidiaries will not be subject to any of the provisions mandatory prepayments, representations and warranties, covenants or Events of Section 7.4, (d) Default set forth in the case of Loan Documents. Notwithstanding anything herein to the designation of an Unrestricted Subsidiary as contrary, Western Digital International Ltd. (a Restricted Subsidiary and after giving effect thereto, all outstanding Indebtedness and all existing Liens of such Restricted Subsidiary so Cayman Islands exempted company) shall not be designated shall be permitted within the applicable limitations of Sections 7.1 and 7.2, (e) in the case of the designation of a Restricted Subsidiary as an Unrestricted Subsidiary, such Restricted Subsidiary shall not at any time after the date of this Agreement have previously been designated as an Unrestricted Subsidiary more than once, and (f) in the case of the designation of an Unrestricted Subsidiary as a Restricted Subsidiary, such Unrestricted Subsidiary shall not at any time after the date of this Agreement have previously been designated as a Restricted Subsidiary more than once.

Designation of Subsidiaries. Holdings The Board of Directors of the Borrower may not at any time designate any Restricted Subsidiary as an Unrestricted Subsidiary or redesignate any Unrestricted Subsidiary as a Restricted Subsidiary, or designate or redesignate any Restricted Subsidiary as an Unrestricted Subsidiary, unless (a) Holdings shall have given not less than ten (10) days’ prior written by notice to the Lenders that the Board of Directors of Holdings has made such determinationAgent; provided that, (b) at the time of such designation or redesignation, and immediately after giving effect thereto, no Default or Event of Default would exist, (c) in the case of the designation of a Restricted Subsidiary as an Unrestricted Subsidiary and after giving effect theretoeach case, (i) such Unrestricted Subsidiary so designated shall not, directly, or indirectly, hold or own any Indebtedness or Capital Stock no Event of Holdings or any Restricted Subsidiary, and (ii) such designation shall be deemed a sale of assets and shall be permitted by the provisions of Section 7.4, (d) in the case of the designation of an Unrestricted Subsidiary as a Restricted Subsidiary and after giving effect thereto, all outstanding Indebtedness and all existing Liens of such Restricted Subsidiary so designated shall be permitted within the applicable limitations of Default pursuant to Sections 7.1 and 7.210.1(a), (e), (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, such (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 not at any time after be directly or indirectly liable for any Indebtedness that provides that the date holder thereof may (with the passage of this Agreement have previously been designated 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 more than once, and (f) after the Closing Date shall constitute an Investment by the Borrower therein at the date of designation in an amount equal to the case Fair Market Value of the Borrower’s investment therein. The designation of an any Unrestricted Subsidiary as a Restricted Subsidiary, such Unrestricted Subsidiary shall not constitute the incurrence at the time of designation of any time after the date Debt or Liens of this Agreement have previously been designated as a Restricted such Subsidiary more than onceexisting at such time.

Designation of Subsidiaries. (a) Holdings may not at any time designate any Restricted Subsidiary of Holdings as an Unrestricted Subsidiary or redesignate any Unrestricted Subsidiary as a Restricted Subsidiary, or designate or redesignate any Restricted Subsidiary as an Unrestricted Subsidiary, unless ; provided that (ai) Holdings shall have given not less than ten (10) days’ prior written notice to the Lenders that the Board of Directors of Holdings has made immediately before and after such determination, (b) at the time of such designation or redesignation, and immediately after giving effect theretodesignation, no Default or Event of Default would existshall have occurred and be continuing, (cii) immediately after giving effect to such designation, the Borrower shall be in compliance, on a Pro Forma Basis, with the case covenant set forth in Section 7.11 (it being understood that if no Test Period cited in Section 7.11 has passed, the covenant in Section 7.11 for the first Test Period cited in such Section shall be satisfied as of the last four quarters ended) if then in effect, and, as a condition precedent to the effectiveness of any such designation, the Borrower shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance, and (iii) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of any Unsecured Bridge Loans or any Junior Financing, as applicable. The designation of a Restricted any Subsidiary as an Unrestricted Subsidiary and after giving effect thereto, the Closing Date shall constitute an Investment by Holdings therein at the date of designation in an amount equal to the fair market value of Holdings’ or its Subsidiary’s (ias applicable) such Unrestricted Subsidiary so designated shall not, directly, or indirectly, hold or own any Indebtedness or Capital Stock of Holdings or any Restricted Subsidiary, and (ii) such designation shall be deemed a sale of assets and shall be permitted by the provisions of Section 7.4, (d) in the case of the Investment therein. The designation of an any Unrestricted Subsidiary as a Restricted Subsidiary and after giving effect theretoshall constitute (i) the incurrence at the time of designation of any Investment, all outstanding Indebtedness and all existing or Liens of such Restricted Subsidiary so designated shall be permitted within existing at such time and (ii) a return on any Investment by Holdings in Unrestricted Subsidiaries pursuant to the applicable limitations of Sections 7.1 and 7.2, (e) preceding sentence in an amount equal to the case of the designation of a Restricted Subsidiary as an Unrestricted Subsidiary, such Restricted Subsidiary shall not fair market value at any time after the date of this Agreement have previously been designated as an Unrestricted Subsidiary more than once, and (f) in the case of the such designation of an Unrestricted Subsidiary Holdings’ or its Subsidiary’s (as a Restricted applicable) Investment in such Subsidiary, such Unrestricted Subsidiary shall not at any time after the date of this Agreement have previously been designated as a Restricted Subsidiary more than once.

Designation of Subsidiaries. Holdings The board of directors of the Borrower may not at any time designate (or redesignate 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 such designation (or re-designation), or designate or redesignate any Restricted Subsidiary as an Unrestricted Subsidiary, unless (a) Holdings no Event of Default shall have given not less than ten occurred and be continuing, (10ii) days’ prior written notice to the Lenders that extent the Board of Directors of Holdings has made such determinationfinancial covenant in Section 7.11 is then in effect, (b) at the time of such designation or redesignation, and immediately after giving effect thereto, no Default 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 Event prior to the date of Default would existdetermination, (ciii) in no Subsidiary may be designated as an Unrestricted Subsidiary if, after such designation, it would be a “Restricted Subsidiary” for the case purpose of any Junior Financing and (iii) the Investment resulting from the designation of a Restricted such Subsidiary as an Unrestricted Subsidiary and after giving effect thereto, (i) such as described in the immediately succeeding sentence is permitted by Section 7.02. The designation of any Subsidiary as an Unrestricted Subsidiary so designated shall not, directly, or indirectly, hold or own any Indebtedness or Capital Stock of Holdings or any Restricted Subsidiary, and (ii) such designation shall be deemed a sale of assets and shall be permitted constitute an Investment by the provisions Borrower therein at the date of Section 7.4, (d) designation in an amount equal to the case fair market value as determined by the Borrower in good faith of the Borrower’s or a Subsidiary’s (as applicable) Investment therein. The designation of an any Unrestricted Subsidiary as a Restricted Subsidiary and after giving effect thereto, all outstanding shall constitute the incurrence at the time of designation of any Indebtedness and all existing or Liens of such Restricted Subsidiary so designated shall be permitted within existing at such time and a return on any Investment by the applicable limitations of Sections 7.1 and 7.2, (e) Borrower in Unrestricted Subsidiaries pursuant to the case of preceding sentence in an amount equal to the designation of a Restricted Subsidiary fair market value as an Unrestricted Subsidiary, such Restricted Subsidiary shall not determined by the Borrower in good faith at any time after the date of this Agreement have previously been designated as an Unrestricted Subsidiary more than once, and (f) in the case such designation of the designation of an Unrestricted Subsidiary Borrower’s or a Subsidiary’s (as a Restricted applicable) Investment in such Subsidiary, such Unrestricted Subsidiary shall not at any time after the date of this Agreement have previously been designated as a Restricted Subsidiary more than once.

Designation of Subsidiaries. Holdings The board of directors of the Parent Borrower may not at any time designate any Restricted Subsidiary as an Unrestricted Subsidiary or redesignate any Unrestricted Subsidiary as a Restricted Subsidiary, or designate or redesignate any Restricted Subsidiary as an Unrestricted Subsidiary, unless ; provided that (a) Holdings immediately before and after such designation, no Default shall have given not less than ten (10) days’ prior written notice to the Lenders that the Board of Directors of Holdings has made such determinationoccurred and be continuing, (b) at the time of such designation or redesignation, and immediately after giving effect theretoto such designation, no Default the Parent Borrower and its Subsidiaries shall be in compliance, on a Pro Forma Basis, with the covenant set forth in Section 7.10 (whether or Event not such covenant is then in effect) (and, as a condition precedent to the effectiveness of Default would existany such designation, the Parent 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 case 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 Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of the any Junior Financing. The designation of a Restricted any Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by Parent Borrower or the relevant Restricted Subsidiary (as applicable) therein at the date of designation in an amount equal to the fair market value of such Person’s (as applicable) investment therein and after giving effect thereto, (i) such Unrestricted Subsidiary so designated shall not, directly, or indirectly, hold or own any Indebtedness or Capital Stock of Holdings or any Restricted Subsidiary, and (ii) the Investment resulting from such designation shall must otherwise be deemed a sale of assets and shall be permitted by the provisions of in compliance with Section 7.4, (d) in the case of the 7.02. The designation of an any Unrestricted Subsidiary as a Restricted Subsidiary and after giving effect thereto, all outstanding shall constitute the incurrence at the time of designation of any Indebtedness and all existing or Liens of such Restricted Subsidiary so designated shall be permitted within existing at such time. As of the applicable limitations date hereof, any Unrestricted Subsidiaries of Sections 7.1 and 7.2, (e) the Parent Borrower are set forth in the case of the designation of a Restricted Subsidiary as an Unrestricted Subsidiary, such Restricted Subsidiary shall not at any time after the date of this Agreement have previously been designated as an Unrestricted Subsidiary more than once, and (f) in the case of the designation of an Unrestricted Subsidiary as a Restricted Subsidiary, such Unrestricted Subsidiary shall not at any time after the date of this Agreement have previously been designated as a Restricted Subsidiary more than onceConfidential Disclosure Letter.

Designation of Subsidiaries. Holdings The Board of Directors of the Borrower may not at any time designate any Restricted Subsidiary; provided that immediately before and after such designation, no Event of Default shall have occurred and be continuing; provided, further, that, to the extent that any Restricted Subsidiary owns, or redesignate holds exclusive licenses or rights to, any Material Intellectual Property, no such Restricted Subsidiary may be designated as an Unrestricted Subsidiary. Notwithstanding anything to the contrary in this Agreement, no Loan Party or any of its Restricted Subsidiaries shall (whether by Investment, Restricted Payment, Disposition or otherwise transfer any ownership right, or exclusive license or exclusive right to, any Material Intellectual Property to any Unrestricted Subsidiary (including by transferring any Capital Stock of the Borrower or any Restricted Subsidiary to an Unrestricted Subsidiary). The designation of any Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the Borrower therein at the date of designation in an amount equal to the Fair Market Value of the Borrower’s Investment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary, or designate or redesignate any Restricted Subsidiary as an Unrestricted Subsidiary, unless (a) Holdings shall have given not less than ten (10) days’ prior written notice to constitute the Lenders that the Board of Directors of Holdings has made such determination, (b) Incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time. Upon any such designation or redesignation, and immediately after giving effect thereto, no Default or Event of Default would exist, (c) in the case of the designation of a Restricted Subsidiary as an Unrestricted Subsidiary and after giving effect thereto, (i) such Unrestricted Subsidiary so designated shall not, directly, or indirectly, hold or own any Indebtedness or Capital Stock of Holdings or any Restricted Subsidiary, and (ii) such designation shall be deemed a sale of assets and shall be permitted by the provisions of Section 7.4, (d) in the case of the designation of an Unrestricted Subsidiary as a Restricted Subsidiary and after giving effect thereto, all outstanding Indebtedness and all existing Liens (but without duplication of any amount reducing such Restricted Subsidiary so designated shall be permitted within the applicable limitations of Sections 7.1 and 7.2, (e) Investment in the case of the designation of a Restricted Subsidiary as an Unrestricted Subsidiary, such Restricted Subsidiary shall not at any time after the date of this Agreement have previously been designated as an Unrestricted Subsidiary more than once, and (f) in the case of the designation of an Unrestricted Subsidiary as a Restricted Subsidiary, such Unrestricted Subsidiary pursuant to the definition of “Investment” or the definition of “Available Amount”), the Borrower and/or the applicable Restricted Subsidiaries shall not at any time after receive a credit against the date applicable clause in Section 10.5 or Section 10.6 that was utilized for the Investment in such Unrestricted Subsidiary for all Returns in respect of this Agreement have previously been designated as a Restricted Subsidiary more than oncesuch Investment.

Designation of Subsidiaries. Holdings The Borrower may not designate (or redesignate re-designate) any Restricted Subsidiary (other than the Borrower) as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary, or designate or redesignate any Restricted Subsidiary as an Unrestricted Subsidiary, unless ; provided that (ai) Holdings shall have given not less than ten (10) days’ prior written notice to the Lenders that the Board of Directors of Holdings has made immediately before and after such determination, (b) at the time of such designation or redesignation, and immediately after giving effect theretodesignation, no Default or Event of Default would existshall have occurred and be continuing and (ii) immediately after giving effect to such designation, (c) Holdco and the Borrower shall be in compliance, on a Pro Forma Basis, with the case financial covenant in Section 6.12 as of the Applicable Date of Determination. The designation of a Restricted any Subsidiary as an Unrestricted Subsidiary and after giving effect theretothe Closing Date in accordance with this Section 5.13 shall constitute an Investment by Holdco or the relevant Restricted Subsidiary, as applicable, therein at the date of designation in an amount equal to the fair market value (ias determined in good faith by the Borrower) of the Investments held by Holdco and/or the applicable Restricted Subsidiaries in such Unrestricted Subsidiary so designated shall not, directly, or indirectly, hold or own immediately prior to such designation. Upon any Indebtedness or Capital Stock of Holdings or any Restricted Subsidiary, and (ii) such designation (but without duplication of any amount reducing such Investment in such Unrestricted Subsidiary pursuant to the definition of Investment), Holdco and/or the applicable Restricted Subsidiaries shall be deemed receive a sale credit against the applicable clause in Section 6.04 that was utilized for the Investment in such Unrestricted Subsidiary for all Returns in respect of assets and shall be permitted by the provisions of Section 7.4, (d) in the case of the such Investment. The designation of an any Unrestricted Subsidiary as a Restricted Subsidiary and after giving effect thereto, all outstanding in accordance with this Section 5.13 shall constitute the incurrence by such Restricted Subsidiary at the time of designation of any Indebtedness and all existing or Liens of such Restricted Subsidiary so designated shall be permitted within the applicable limitations of Sections 7.1 and 7.2, (e) in the case of the designation of a Restricted Subsidiary as an Unrestricted Subsidiary, outstanding at such Restricted Subsidiary shall not at any time after the date of this Agreement have previously been designated as an Unrestricted Subsidiary more than once, and (f) in the case of the designation of an Unrestricted Subsidiary as a Restricted Subsidiary, such Unrestricted Subsidiary shall not at any time after the date of this Agreement have previously been designated as a Restricted Subsidiary more than oncetime.

Designation of Subsidiaries. Holdings The Borrower may not at any time designate any Restricted Subsidiary of the Borrower as an Unrestricted Subsidiary or redesignate any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation, or designate or redesignate any Restricted Subsidiary as an Unrestricted Subsidiary, unless (a) Holdings no Event of Default shall have given not less than ten (10) days’ prior written notice to the Lenders that the Board of Directors of Holdings has made such determinationoccurred and be con­tinuing, (bii) at the time of such designation or redesignation, and immediately after giving effect theretoto such designation, no Default or Event of Default would existthe Total Net Leverage Ratio on a Pro Forma Basis, (c) in the case as of the last day of the most recent fiscal year or fiscal quarter for which financial statements have been delivered pursuant to Section 5.01(a) or 5.01(b), would not exceed 4.50 to 1.00, 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 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 a Restricted any Subsidiary as an Unrestricted Subsidiary and after giving effect thereto, (i) such Unrestricted Subsidiary so designated the Closing Date shall not, directly, or indirectly, hold or own any Indebtedness or Capital Stock of Holdings or any Restricted Subsidiary, and (ii) such designation shall be deemed a sale of assets and shall be permitted constitute an Investment by the provisions Borrower therein at the date of Section 7.4, (d) designation in an amount equal to the case fair market value of the Borrower’s or its Restricted Subsidiaries’, as applicable, Investments therein. The designation of an any Unrestricted Subsidiary as a Restricted Subsidiary and after giving effect theretoshall constitute (i) the incurrence at the time of designation of any Investment, all outstanding Indebtedness and all existing or Liens of such Restricted Subsidiary so designated shall be permitted within existing at such time and (ii) a return on any Investment by the applicable limitations of Sections 7.1 and 7.2, (e) Borrower in Unrestricted Subsidiaries pursuant to the case of preceding sentence in an amount equal to the designation of a Restricted Subsidiary as an Unrestricted Subsidiary, such Restricted Subsidiary shall not fair market value at any time after the date of this Agreement have previously been designated as an Unrestricted Subsidiary more than once, and (f) in the case such des­ignation of the designation of an Unrestricted Subsidiary Borrower’s or its Subsidiaries, as a Restricted applicable, investment in such Subsidiary, such Unrestricted Subsidiary shall not at any time after the date of this Agreement have previously been designated as a Restricted Subsidiary more than once.

Designation of Subsidiaries. Holdings The Borrower may not at any time after the Closing Date designate (or redesignate 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 after such designation (or re-designation), or designate or redesignate any Restricted no Specified Default shall have occurred and be continuing, (ii) no Subsidiary may be designated as an Unrestricted SubsidiarySubsidiary if, unless (a) Holdings shall have given not less than ten (10) days’ prior written notice to the Lenders that the Board of Directors of Holdings has made such determination, (b) at the time of after such designation or redesignationhereunder, it would be a “Restricted Subsidiary” for purposes of the Existing Secured 2024 Notes and/or the Existing Secured 2025 Notes and immediately after giving effect thereto, no Default or Event of Default would exist, (ciii) in the case of Investment resulting from the designation of a Restricted such Subsidiary as an Unrestricted Subsidiary and after giving effect thereto, (i) such as described in the immediately succeeding sentence is permitted by Section 7.02. The designation of any Subsidiary as an Unrestricted Subsidiary so designated shall not, directly, or indirectly, hold or own any Indebtedness or Capital Stock of Holdings or any Restricted Subsidiary, and (ii) such designation shall be deemed a sale of assets and shall be permitted constitute an Investment by the provisions Borrower therein at the date of Section 7.4, (d) designation in an amount equal to the case fair market value as determined by the Borrower in good faith of the Borrower’s or a Subsidiary’s (as applicable) Investment therein. The designation of an any Unrestricted Subsidiary as a Restricted Subsidiary and after giving effect thereto, all outstanding shall constitute the incurrence at the time of designation of any Indebtedness and all existing or Liens of such Restricted Subsidiary so designated shall be permitted within existing at such time 179 and a return on any Investment by the Borrower or the applicable limitations of Sections 7.1 and 7.2, (e) Subsidiary in Unrestricted Subsidiaries pursuant to the case of preceding sentence in an amount equal to the designation of a Restricted Subsidiary fair market value as an Unrestricted Subsidiary, such Restricted Subsidiary shall not determined by the Borrower in good faith at any time after the date of this Agreement have previously been designated as an Unrestricted Subsidiary more than once, and (f) in the case such designation of the designation of an Unrestricted Subsidiary Borrower’s or a Subsidiary’s (as a Restricted applicable) Investment in such Subsidiary, such Unrestricted Subsidiary shall not at any time after the date of this Agreement have previously been designated as a Restricted Subsidiary more than once.

Designation of Subsidiaries. Holdings The board of directors of the Parent Borrower may not at any time designate any Restricted Subsidiary (other than any Co-Borrower) as an Unrestricted Subsidiary or redesignate any Unrestricted Subsidiary as a Restricted Subsidiary, or designate or redesignate any Restricted Subsidiary as an Unrestricted Subsidiary, unless ; provided that (a) Holdings immediately before and after such designation, no Default shall have given not less than ten (10) days’ prior written notice to the Lenders that the Board of Directors of Holdings has made such determinationoccurred and be continuing, (b) at the time of such designation or redesignation, and immediately after giving effect theretoto such designation, no Default or Event the Parent Borrower and its 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 Default would existany such designation, the Parent 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 case 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 Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of the any Junior Financing. The designation of a Restricted any Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by Parent Borrower or the relevant Restricted Subsidiary (as applicable) therein at the date of designation in an amount equal to the fair market value of such Person’s (as applicable) investment therein and after giving effect thereto, (i) such Unrestricted Subsidiary so designated shall not, directly, or indirectly, hold or own any Indebtedness or Capital Stock of Holdings or any Restricted Subsidiary, and (ii) the Investment resulting from such designation shall must otherwise be deemed a sale of assets and shall be permitted by the provisions of in compliance with Section 7.4, (d) in the case of the 7.02. The designation of an any Unrestricted Subsidiary as a Restricted Subsidiary and after giving effect thereto, all outstanding shall constitute the incurrence at the time of designation of any Indebtedness and all existing or Liens of such Restricted Subsidiary so designated shall be permitted within existing at such time. As of the applicable limitations date hereof, any Unrestricted Subsidiaries of Sections 7.1 and 7.2, (e) the Parent Borrower are set forth in the case of the designation of a Restricted Subsidiary as an Unrestricted Subsidiary, such Restricted Subsidiary shall not at any time after the date of this Agreement have previously been designated as an Unrestricted Subsidiary more than once, and (f) in the case of the designation of an Unrestricted Subsidiary as a Restricted Subsidiary, such Unrestricted Subsidiary shall not at any time after the date of this Agreement have previously been designated as a Restricted Subsidiary more than onceConfidential Disclosure Letter.

Designation of Subsidiaries. Holdings The Borrower may not at any time after the Closing Date designate any Restricted Subsidiary of the Borrower as an Unrestricted Subsidiary or redesignate any Unrestricted Subsidiary as a Restricted Subsidiary; provided that, or designate or redesignate any Restricted Subsidiary as an Unrestricted Subsidiary, unless (a) Holdings shall have given not less than ten (10) days’ prior written notice to the Lenders that the Board of Directors of Holdings has made immediately before and after such determinationdesignation, (bi) at the time of such designation or redesignationConsolidated Total Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed 6.90:1.00, and immediately after giving effect thereto, (ii) no Default or Event of Default shall have occurred and be continuing and (iiiii ) no Subsidiary may be designated as an Unrestricted Subsidiary if, after such designation, it would existbe a “Restricted Subsidiary” for the purpose of any Incremental Debt, (c) in the case of the Incremental Equivalent Debt, Indebtedness incurred pursuant to Section 7.03(v), or Junior Financing. The designation of a Restricted any Subsidiary as an Unrestricted Subsidiary and after giving effect thereto, (i) such Unrestricted Subsidiary so designated the Closing Date shall not, directly, or indirectly, hold or own any Indebtedness or Capital Stock of Holdings or any Restricted Subsidiary, and (ii) such designation shall be deemed a sale of assets and shall be permitted constitute an Investment by the provisions Borrower therein at the date of Section 7.4, (d) designation in an amount equal to the case fair market value as determined in good faith by the Borrower of the Borrower’s or its Subsidiary’s (as applicable) Investment therein. The designation of an any Unrestricted Subsidiary as a Restricted Subsidiary and after giving effect theretoshall constitute (i) the incurrence at the time of designation of any Investment, all outstanding Indebtedness and all existing or Liens of such Restricted Subsidiary so designated shall be permitted within existing at such time and (ii) a Return on any Investment by the applicable limitations of Sections 7.1 and 7.2, (e) Borrower in Unrestricted Subsidiaries pursuant to the case of preceding sentence in an amount equal to the designation of a Restricted Subsidiary fair market value as an Unrestricted Subsidiary, such Restricted Subsidiary shall not determined in good faith by the Borrower at any time after the date of this Agreement have previously been designated as an Unrestricted Subsidiary more than once, and (f) in the case such designation of the designation of an Unrestricted Subsidiary Borrower’s or its Subsidiary’s (as a Restricted applicable) Investment in such Subsidiary, such Unrestricted Subsidiary shall not at any time after the date of this Agreement have previously been designated as a Restricted Subsidiary more than once.

Designation of Subsidiaries. Holdings (a) The Company may not at any time designate any Restricted Subsidiary as an Unrestricted Subsidiary or redesignate any Unrestricted Subsidiary as a Restricted Subsidiary, or designate or redesignate any Restricted Subsidiary as an Unrestricted Subsidiary, unless ; provided that (ai) Holdings shall have given not less than ten (10) days’ prior written notice to the Lenders that the Board of Directors of Holdings has made such determination, (b) at the time of such designation or redesignation, and immediately after giving effect thereto, no Default or Event of Default would exist, (c) in the case of the designation of a Restricted Subsidiary as an Unrestricted Subsidiary and shall exist immediately prior or immediately after giving effect thereto, (i) to such Unrestricted Subsidiary so designated shall not, directly, or indirectly, hold or own any Indebtedness or Capital Stock of Holdings or any Restricted Subsidiary, and designation; (ii) such designation the Company shall be deemed have delivered to the Administrative Agent a sale of assets and shall be permitted by the provisions of Section 7.4, (d) in the case of the designation of an Unrestricted Subsidiary as a Restricted Subsidiary and Pro Forma Compliance Certificate demonstrating that after giving effect theretoto such designation on a Pro Forma Basis, all outstanding Indebtedness and all existing Liens of such the Loan Parties would be in Pro Forma Compliance; (iii) no Restricted Subsidiary so designated shall may be permitted within the applicable limitations of Sections 7.1 and 7.2, (e) in the case of the designation of a Restricted Subsidiary as an Unrestricted Subsidiary, such Restricted Subsidiary shall not at any time after the date of this Agreement have previously been designated as an Unrestricted Subsidiary more than onceif such Restricted Subsidiary or any of its Subsidiaries (A) owns any Equity Interests or Indebtedness of, and (f) in the case or owns or holds any Liens on, 118 CHAR1\1982698v3 any property of the designation Company or any Restricted Subsidiary or (B) Guarantees any Indebtedness of an the Company or any Restricted Subsidiary; (iv) any Unrestricted Subsidiary as a Restricted Subsidiary, such Unrestricted Subsidiary shall not at any time after the date of this Agreement have previously that has been designated as a Restricted Subsidiary more than oncemay not subsequently be re-designated as an Unrestricted Subsidiary; (v) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if such Person were a Restricted Subsidiary on the Closing Date; and (vi) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary unless concurrent with such designation such Restricted Subsidiary is designated as an “unrestricted subsidiary” (or otherwise not be subject to the covenants) under any Additional Indebtedness.

Designation of Subsidiaries. (a) Holdings may not at any time designate any Restricted Subsidiary of Holdings as an Unrestricted Subsidiary or redesignate any Unrestricted Subsidiary as a Restricted Subsidiary, or designate or redesignate any Restricted Subsidiary as an Unrestricted Subsidiary, unless ; provided that (ai) Holdings shall have given not less than ten (10) days’ prior written notice to the Lenders that the Board of Directors of Holdings has made immediately before and after such determination, (b) at the time of such designation or redesignation, and immediately after giving effect theretodesignation, no Default or Event of Default would existshall have occurred and be continuing, (cii) immediately after giving effect to such designation, the Borrower shall be in compliance, on a Pro Forma Basis, with the case covenant set forth in Section 7.11 (it being understood that if no Test Period cited in Section 7.11 has passed, the covenant in Section 7.11 for the first Test Period cited in such Section shall be satisfied as of the last four quarters ended) if then in effect, and, as a condition precedent to the effectiveness of any such designation, the Borrower shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance, and (iii) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of any Unsecured Bridge Loans or any Junior Financing, as applicable. The designation of a Restricted any Subsidiary as an Unrestricted Subsidiary and after giving effect thereto, the Closing Date shall constitute an Investment by Holdings therein at the date of designation in an amount equal to the fair market value of Holdings’ or its Subsidiary’s (ias applicable) such Unrestricted Subsidiary so designated shall not, directly, or indirectly, hold or own any Indebtedness or Capital Stock of Holdings or any Restricted Subsidiary, and (ii) such designation shall be deemed a sale of assets and shall be permitted by the provisions of Section 7.4, (d) in the case of the Investment therein. The designation of an any Unrestricted Subsidiary as a Restricted Subsidiary and after giving effect theretoshall constitute (i) 147 the incurrence at the time of designation of any Investment, all outstanding Indebtedness and all existing or Liens of such Restricted Subsidiary so designated shall be permitted within existing at such time and (ii) a return on any Investment by Holdings in Unrestricted Subsidiaries pursuant to the applicable limitations of Sections 7.1 and 7.2, (e) preceding sentence in an amount equal to the case of the designation of a Restricted Subsidiary as an Unrestricted Subsidiary, such Restricted Subsidiary shall not fair market value at any time after the date of this Agreement have previously been designated as an Unrestricted Subsidiary more than once, and (f) in the case of the such designation of an Unrestricted Subsidiary Holdings’ or its Subsidiary’s (as a Restricted applicable) Investment in such Subsidiary, such Unrestricted Subsidiary shall not at any time after the date of this Agreement have previously been designated as a Restricted Subsidiary more than once.

Designation of Subsidiaries. Holdings (a) The Company may not at any time designate any Restricted Subsidiary as an Unrestricted Subsidiary or redesignate any Unrestricted Subsidiary as a Restricted Subsidiary, or designate or redesignate any Restricted Subsidiary as an Unrestricted Subsidiary, unless ; provided that (ai) Holdings shall have given not less than ten (10) days’ prior written notice to the Lenders that the Board of Directors of Holdings has made such determination, (b) at the time of such designation or redesignation, and immediately after giving effect thereto, no Default or Event of Default would exist, (c) in the case of the designation of a Restricted Subsidiary as an Unrestricted Subsidiary and shall exist immediately prior or immediately after giving effect thereto, (i) to such Unrestricted Subsidiary so designated shall not, directly, or indirectly, hold or own any Indebtedness or Capital Stock of Holdings or any Restricted Subsidiary, and designation; (ii) such designation the Company shall be deemed have delivered to the Administrative Agent a sale of assets and shall be permitted by the provisions of Section 7.4, (d) in the case of the designation of an Unrestricted Subsidiary as a Restricted Subsidiary and Pro Forma 119 Compliance Certificate demonstrating that after giving effect theretoto such designation on a Pro Forma Basis, all outstanding Indebtedness and all existing Liens of such the Loan Parties would be in Pro Forma Compliance; (iii) no Restricted Subsidiary so designated shall may be permitted within the applicable limitations of Sections 7.1 and 7.2, (e) in the case of the designation of a Restricted Subsidiary as an Unrestricted Subsidiary, such Restricted Subsidiary shall not at any time after the date of this Agreement have previously been designated as an Unrestricted Subsidiary more than onceif such Restricted Subsidiary or any of its Subsidiaries (A) owns any Equity Interests or Indebtedness of, and (f) in the case or owns or holds any Liens on, any property of the designation Company or any Restricted Subsidiary or (B) Guarantees any Indebtedness of an the Company or any Restricted Subsidiary; (iv) any Unrestricted Subsidiary as a Restricted Subsidiary, such Unrestricted Subsidiary shall not at any time after the date of this Agreement have previously that has been designated as a Restricted Subsidiary more than oncemay not subsequently be re-designated as an Unrestricted Subsidiary; (v) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if such Person were a Restricted Subsidiary on the Closing Date; and (vi) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary unless concurrent with such designation such Restricted Subsidiary is designated as an “unrestricted subsidiary” (or otherwise not be subject to the covenants) under any Additional Indebtedness.

Designation of Subsidiaries. Holdings The Borrower may not at any time after the Closing Date designate (or redesignate 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 after such designation (or re-designation), or designate or redesignate any Restricted no Specified Default shall have occurred and be continuing, (ii) no Subsidiary may be designated as an Unrestricted SubsidiarySubsidiary if, unless (a) Holdings shall have given not less than ten (10) days’ prior written notice to the Lenders that the Board of Directors of Holdings has made such determination, (b) at the time of after such designation or redesignationhereunder, it would be a “Restricted Subsidiary” for purposes of the Existing Secured 2024 Notes and/or the Existing Secured 2025 Notes and immediately after giving effect thereto, no Default or Event of Default would exist, (ciii) in the case of Investment resulting from the designation of a Restricted such Subsidiary as an Unrestricted Subsidiary and after giving effect thereto, (i) such as described in the immediately succeeding 185 sentence is permitted by Section 7.02. The designation of any Subsidiary as an Unrestricted Subsidiary so designated shall not, directly, or indirectly, hold or own any Indebtedness or Capital Stock of Holdings or any Restricted Subsidiary, and (ii) such designation shall be deemed a sale of assets and shall be permitted constitute an Investment by the provisions Borrower therein at the date of Section 7.4, (d) designation in an amount equal to the case fair market value as determined by the Borrower in good faith of the Borrower’s or a Subsidiary’s (as applicable) Investment therein. The designation of an any Unrestricted Subsidiary as a Restricted Subsidiary and after giving effect thereto, all outstanding shall constitute the incurrence at the time of designation of any Indebtedness and all existing or Liens of such Restricted Subsidiary so designated shall be permitted within existing at such time and a return on any Investment by the Borrower or the applicable limitations of Sections 7.1 and 7.2, (e) Subsidiary in Unrestricted Subsidiaries pursuant to the case of preceding sentence in an amount equal to the designation of a Restricted Subsidiary fair market value as an Unrestricted Subsidiary, such Restricted Subsidiary shall not determined by the Borrower in good faith at any time after the date of this Agreement have previously been designated as an Unrestricted Subsidiary more than once, and (f) in the case such designation of the designation of an Unrestricted Subsidiary Borrower’s or a Subsidiary’s (as a Restricted applicable) Investment in such Subsidiary, such Unrestricted Subsidiary shall not at any time after the date of this Agreement have previously been designated as a Restricted Subsidiary more than once.