Common use of Designation of Subsidiaries Clause in Contracts

Designation of Subsidiaries. The Borrower may at any time designate any Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (a) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing or would immediately result from such designation and (b) immediately after giving effect to such designation, the Borrower shall be in compliance with the financial maintenance covenants set forth in Sections 6.11 and 6.12, calculated on a Pro Forma Basis after giving effect to such designation as of the last day of the most recently ended Fiscal Quarter, and the Borrower shall have delivered to the Administrative Agent a certificate of a Responsible Officer setting forth reasonably detailed calculations demonstrating compliance with this clause (b). The Borrower may not designate a Restricted Subsidiary as an Unrestricted Subsidiary if, at the time of such designation (and, thereafter, any Unrestricted Subsidiary shall cease to be an Unrestricted Subsidiary automatically if) (i) such Restricted Subsidiary or any of its subsidiaries is a “restricted subsidiary” or a “guarantor” (or any similar designation) for any Material Indebtedness of the Borrower and its Restricted Subsidiaries, (ii) such Restricted Subsidiary or any of its subsidiaries owns any Equity Interests or Indebtedness of, or holds any Lien on any property of, the Borrower or any other Restricted Subsidiary (other than (x) any subsidiary of such Restricted Subsidiary and (y) any Unrestricted Subsidiary) or (iii) any holder of any Indebtedness of such Restricted Subsidiary or any of its subsidiaries has recourse (either through a Guarantee, by operation of law or otherwise) to the Borrower or any other Restricted Subsidiary. The designation of any Subsidiary as an Unrestricted Subsidiary shall constitute an investment by the parent company of such Subsidiary in such Subsidiary and such investment shall be made in reliance on Section 6.04 at the date of designation (with the amount of such investment to be in an amount equal to the net book value of such parent company’s investment therein). The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (A) the incurrence at the time of designation of any Indebtedness or Liens of such Subsidiary, and the making of an investment by such Subsidiary in any investments of such Subsidiary, in each case existing at such time and (B) a return on any investment by the Borrower in Unrestricted Subsidiaries pursuant to the above in an amount equal to the fair market value at the date of such designation of the Borrower’s or its Subsidiary’s, as applicable, investment in such Subsidiary (without giving effect to any write downs or write offs thereof). Prior to any designation made in accordance with this Section 5.13, the Borrower shall deliver to the Administrative Agent a certificate of a Responsible Officer certifying that the designation satisfies the applicable conditions set forth in this Section 5.13. No Unrestricted Subsidiary shall be permitted to hold any intellectual property that is material to the business operations of the Borrower and its Subsidiaries.

Designation of Subsidiaries. The Borrower Representative may at any time designate or re-designate (x) any Restricted Subsidiary as an Unrestricted a Designated Real Estate Subsidiary (a “Real Estate Subsidiary Designation”) or (y) any Unrestricted Designated Real Estate Subsidiary as a Restricted SubsidiaryLoan Party (a “Subsidiary Redesignation”); provided that (ai) immediately before and after such designationReal Estate Subsidiary Designation or Subsidiary Redesignation, no Default or Event of Default shall have occurred and be continuing or would immediately result from such designation and continuing, (bii) immediately after giving pro forma effect to such designationReal Estate Subsidiary Designation or Subsidiary Redesignation, (x) the Borrower shall be Representative is in pro forma compliance with the financial maintenance covenants set forth in Sections 6.11 and 6.12, calculated on 6.13 and 6.14 and (y) the Line Cap exceeds the aggregate amount of Revolving Credit Exposure, (iii) no Borrower or Guarantor may be designated as a Pro Forma Basis after giving effect to such designation Designated Real Estate Subsidiary and no Designated Real Estate Subsidiary may own any Floor Plan Unit at any location where any Eligible Floor Plan Unit is located, (iv) no Subsidiary may be designated as a Designated Real Estate Subsidiary if it is a “Subsidiary” for any other Indebtedness, (v) as of the last day most recent date of designation thereof, no Designated Real Estate Subsidiary shall own any Equity Interests in any Borrower or any Guarantor or hold any Indebtedness of, or Lien on any property of any Borrower or any Guarantor, (vi) the holder of any Indebtedness of any Designated Real Estate Subsidiary shall not have any recourse to any Borrower or any Guarantor with respect to such Indebtedness and (vii) no Subsidiary may be designated as a Designated Real Estate Subsidiary if, as of the date of such designation (w) it holds any material franchise or framework agreement or other material agreement with any Manufacturer relating to any Eligible Floor Plan Unit, (x) the Consolidated Total Assets of the Subsidiary being designated, together with the Consolidated Total Assets of all other Designated Real Estate Subsidiaries of Pubco Guarantor, exceeds 25% of Consolidated Total Assets of Pubco Guarantor and its Subsidiaries (including its Designated Real Estate Subsidiaries), in each case for the Test Period most recently ended Fiscal Quarterfor which financial statements have been delivered pursuant to Section 4.01 or Section 5.08 or (y) it holds any Material Intellectual Property. The designation of any Subsidiary as a Designated Real Estate Subsidiary shall constitute an Investment by the applicable Loan Parties therein at the date of such designation in an amount equal to the portion of the fair market value of the net assets of such Subsidiary (and such designation shall only be permitted to the extent such Investment is permitted under Section 6.02). As of the date of any designation, and the Borrower Representative shall have delivered to the Administrative Agent a an officer’s certificate of executed by a Responsible Officer setting forth reasonably detailed calculations demonstrating compliance with this clause (b). The Borrower may not designate a Restricted Subsidiary as an Unrestricted Subsidiary if, at the time of such designation (and, thereafter, any Unrestricted Subsidiary shall cease to be an Unrestricted Subsidiary automatically if) (i) such Restricted Subsidiary or any of its subsidiaries is a “restricted subsidiary” or a “guarantor” (or any similar designation) for any Material Indebtedness of the Borrower and its Restricted Subsidiaries, (ii) such Restricted Subsidiary or any of its subsidiaries owns any Equity Interests or Indebtedness of, or holds any Lien on any property of, the Borrower or any other Restricted Subsidiary (other than (x) any subsidiary of such Restricted Subsidiary and (y) any Unrestricted Subsidiary) or (iii) any holder of any Indebtedness of such Restricted Subsidiary or any of its subsidiaries has recourse (either through a Guarantee, by operation of law or otherwise) to the Borrower or any other Restricted Subsidiary. The designation of any Subsidiary as an Unrestricted Subsidiary shall constitute an investment by the parent company of such Subsidiary in such Subsidiary and such investment shall be made in reliance on Section 6.04 at the date of designation (Representative certifying compliance with the amount requirements of such investment to be in an amount equal to the net book value of such parent company’s investment therein). The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (A) the incurrence at the time of designation of any Indebtedness or Liens of such Subsidiary, and the making of an investment by such Subsidiary in any investments of such Subsidiary, in each case existing at such time and (B) a return on any investment by the Borrower in Unrestricted Subsidiaries pursuant to the above in an amount equal to the fair market value at the date of such designation of the Borrower’s or its Subsidiary’s, as applicable, investment in such Subsidiary (without giving effect to any write downs or write offs thereof). Prior to any designation made in accordance with this Section 5.135.22, including the Borrower shall deliver calculation to demonstrate compliance with the Administrative Agent a certificate of a Responsible Officer certifying that the designation satisfies the applicable conditions financial covenants set forth in this Section 5.13Sections 6.12, 6.13 and 6.14. No Unrestricted Subsidiary shall be permitted to hold any intellectual property that is material to the business operations As of the Borrower and its SubsidiariesClosing Date, the Persons listed on Schedule 5.22 attached hereto are each a Designated Real Estate Subsidiary.

Designation of Subsidiaries. (a) The Parent Borrower may at any time designate any Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (ai) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing continuing, (ii) no Subsidiary may be designated as an Unrestricted Subsidiary if it has Indebtedness with recourse to any Group Member (other than usual and customary carve out matters in connection with a receivables or similar securitization for which the Parent Borrower provides an unsecured guarantee with respect to fraud, misappropriation, breaches of representations and warranties and misapplication for which no claim for payment or performance thereof has been made that would immediately result from constitute a liability of the Parent Borrower in accordance with GAAP), (iii) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary; provided that any Restricted Subsidiary designated as an Unrestricted Subsidiary prior to or as of the Amendment and Restatement Effective Date may be redesignated as a Restricted Subsidiary after the Amendment and Restatement Effective Date and subsequently as an Unrestricted Subsidiary, but no further redesignations with respect to such designation and Subsidiary shall be permitted, (biv) immediately no Subsidiary may be designated as an Unrestricted Subsidiary if such Subsidiary is a Person with respect to which any Group Member has any direct or indirect obligation to make capital contributions or to maintain such Subsidiary’s financial condition, (v) after giving effect to such designation, the Parent Borrower shall be is in compliance with the financial maintenance covenants set forth in Sections 6.11 and 6.12Section 7.1 for the most recently ended Reference Period for which financial statements have been delivered pursuant to Section 6.1, calculated on a Pro Forma Basis pro forma basis, giving effect to the respective designation (as well as all other designations of Unrestricted Subsidiaries and Restricted Subsidiaries consummated during the most recently ended Reference Period for which financial statements have been delivered pursuant to Section 6.1), (vi) no Subsidiary may be designated an Unrestricted Subsidiary if, after giving effect to such designation as of designation, Unrestricted Subsidiaries have, in the aggregate, (x) at the last day of the Reference Period most recently ended Fiscal Quarterended, total assets equal to or greater than 7.5% of the Consolidated Total Assets of the Parent Borrower and its Subsidiaries at such date or (y) revenues during such Reference Period equal to or greater than 7.5% of the consolidated revenues of the Parent Borrower shall have delivered to the Administrative Agent a certificate of a Responsible Officer setting forth reasonably detailed calculations demonstrating compliance and its Subsidiaries for such period, in each case determined in accordance with this clause GAAP and (b). The vii) no Borrower may not designate a Restricted Subsidiary be designated as an Unrestricted Subsidiary if, at the time of such designation Subsidiary. (and, thereafter, any Unrestricted Subsidiary shall cease to be an Unrestricted Subsidiary automatically ifb) (i) such Restricted Subsidiary or any of its subsidiaries is a “restricted subsidiary” or a “guarantor” (or any similar designation) for any Material Indebtedness of the Borrower and its Restricted Subsidiaries, (ii) such Restricted Subsidiary or any of its subsidiaries owns any Equity Interests or Indebtedness of, or holds any Lien on any property of, the Borrower or any other Restricted Subsidiary (other than (x) any subsidiary of such Restricted Subsidiary and (y) any Unrestricted Subsidiary) or (iii) any holder of any Indebtedness of such Restricted Subsidiary or any of its subsidiaries has recourse (either through a Guarantee, by operation of law or otherwise) to the Borrower or any other Restricted Subsidiary. The designation of any Subsidiary as an Unrestricted Subsidiary shall constitute an investment Investment by the parent company of such Subsidiary in such Subsidiary and such investment shall be made in reliance on Section 6.04 Parent Borrower therein, at the date of designation (with the amount of such investment to be in an amount equal to the net book fair market value of such parent companythe Parent Borrower’s investment therein)therein as determined in good faith by the board of directors of the Parent Borrower. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (A) the incurrence shall, at the time of designation such designation, constitute the incurrence of any Indebtedness of or Liens of such Subsidiary, and the making of an investment by on such Subsidiary in any investments of such Subsidiary, in each case existing at such time and (B) time. Upon a return on redesignation of any investment by Subsidiary as a Restricted Subsidiary, the Investments of the Parent Borrower in Unrestricted Subsidiaries pursuant shall be reduced by the fair market value of the Parent Borrower’s Investment in such Subsidiary at the time of such redesignation (as determined in good faith by the board of directors of the Parent Borrower) (it being understood that such reduction shall not exceed the Parent Borrower’s initial Investment in such Subsidiary, less returns on such Investment received by the Parent Borrower). Any property transferred to the above in or from an amount equal to the Unrestricted Subsidiary shall be valued at its fair market value at the date time of such designation transfer, in each case as determined in good faith by the board of directors of the Parent Borrower’s or its Subsidiary’s. (c) If, as applicableof the last day of any Reference Period ended after the Amendment and Restatement Effective Date, investment Unrestricted Subsidiaries have, in the aggregate, (i) total assets at such Subsidiary day equal to or greater than 7.5% of the Consolidated Total Assets of the Parent Borrower and its Subsidiaries at such date or (without giving effect ii) revenues during such Reference Period equal to any write downs or write offs thereof). Prior to any designation made greater than 7.5% of the consolidated revenues of the Parent Borrower and its Subsidiaries for such period, in each case determined in accordance with GAAP, then the Parent Borrower shall, no later than five Business Days subsequent to the date on which financial statements for such fiscal period are delivered pursuant to this Section 5.13Agreement, the Borrower shall deliver designate in writing to the Administrative Agent a certificate one or more of a Responsible Officer certifying that such Unrestricted Subsidiaries as Restricted Subsidiaries in accordance with Section 6.13(a) such that, following such designation(s), Unrestricted Subsidiaries have, in the designation satisfies aggregate (i) total assets at the applicable conditions set forth in this Section 5.13. No Unrestricted Subsidiary shall be permitted to hold any intellectual property that is material to the business operations last day of such Reference Period of less than 7.5% of the Consolidated Total Assets of the Parent Borrower and its SubsidiariesSubsidiaries at such date and (ii) total revenues during such Reference Period of less than 7.5% of the consolidated revenues of the Parent Borrower and its Subsidiaries for such period, in each case determined in accordance with GAAP.

Designation of Subsidiaries. The Borrower may at any time after the Closing Date designate any Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (a) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing or would immediately result from such designation and (b) immediately after giving effect to such designation, the Borrower shall be in compliance with the financial maintenance covenants set forth in Sections 6.11 and 6.12, calculated on a Pro Forma Basis after giving effect to such designation as of the last day of the most recently ended Fiscal Quarter, and the Borrower shall have delivered Subsidiary by delivering to the Administrative Agent a certificate of a Responsible Officer setting specifying such designation and certifying that the conditions to such designation set forth reasonably detailed calculations demonstrating compliance with in this clause Section 6.11 are satisfied; provided that: (a) both immediately before and immediately after any such designation, no Event of Default shall have occurred and be continuing; (b). The Borrower may not designate ) in the case of a designation of a Restricted Subsidiary as an Unrestricted Subsidiary, the pro forma Consolidated Leverage Ratio for the Applicable Reference Period, calculated on a Pro Forma Basis, is no greater than 3.00 to 1.00; (c) in the case of a designation of a Restricted Subsidiary ifas an Unrestricted Subsidiary, at the time each Subsidiary of such Subsidiary has been, or concurrently therewith will be, designated as an Unrestricted Subsidiary in accordance with this Section 6.11; (d) in the case of a designation of a Restricted Subsidiary as an Unrestricted Subsidiary, such Subsidiary shall substantially simultaneously be designated as an “Unrestricted Subsidiary” under the ABL Credit Agreement and the Unsecured Notes Indenture (and, thereafterto the extent applicable, any Unrestricted Subsidiary shall cease to be other agreement governing Permitted Refinancing Indebtedness in respect of the ABL Loans or the Unsecured Notes) and in the case of a designation of an Unrestricted Subsidiary automatically if) (i) as a Restricted Subsidiary, such Restricted Subsidiary or any of its subsidiaries is shall substantially simultaneously be designated as a “restricted subsidiaryRestricted Subsidiary” or a “guarantor” under the ABL Credit Agreement and the Unsecured Notes Indenture (or and, to the extent applicable, any similar designation) for any Material other agreement governing Permitted Refinancing Indebtedness in respect of the Borrower and its Restricted Subsidiaries, (ii) such Restricted Subsidiary ABL Loans or any of its subsidiaries owns any Equity Interests or Indebtedness of, or holds any Lien on any property of, the Borrower or any other Restricted Subsidiary (other than (x) any subsidiary of such Restricted Subsidiary and (y) any Unrestricted Subsidiary) or (iii) any holder of any Indebtedness of such Restricted Subsidiary or any of its subsidiaries has recourse (either through a Guarantee, by operation of law or otherwise) to the Borrower or any other Restricted SubsidiaryUnsecured Notes). The designation of any Restricted Subsidiary as an Unrestricted Subsidiary shall constitute an investment Investment by the parent company of such Subsidiary Borrower in such Subsidiary and such investment shall be made in reliance on Section 6.04 at the date of designation (with the amount of such investment to be in an amount equal to the net book fair market value of such parent companythe Borrower’s investment thereinInvestment therein (as determined reasonably and in good faith by a Responsible Officer). The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (A) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary, and the making of an investment by such Subsidiary in any investments of such Subsidiary, in each case existing at such time and (B) a return on any investment by the Borrower in Unrestricted Subsidiaries pursuant to the above in an amount equal to the fair market value at the date of such designation of the Borrower’s or its Subsidiary’s, as applicable, investment in such Subsidiary (without giving effect to any write downs or write offs thereof). Prior to any designation made in accordance with this Section 5.13, the Borrower shall deliver to the Administrative Agent a certificate of a Responsible Officer certifying that the designation satisfies the applicable conditions set forth in this Section 5.13. No Unrestricted Subsidiary shall be permitted to hold any intellectual property that is material to the business operations of the Borrower and its Subsidiariestime.

Designation of Subsidiaries. The Borrower may at any time (a) designate any Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (a) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing or would immediately result from such designation Subsidiary and (b) immediately after giving effect to such designation, the Borrower shall be in compliance with the financial maintenance covenants set forth in Sections 6.11 and 6.12, calculated on a Pro Forma Basis after giving effect to such designation as of the last day of the most recently ended Fiscal Quarter, and the Borrower shall have delivered to the Administrative Agent a certificate of a Responsible Officer setting forth reasonably detailed calculations demonstrating compliance with this clause (b). The Borrower may not designate a any existing or newly acquired or formed Restricted Subsidiary of Borrower as an Unrestricted Subsidiary ifSubsidiary, at the time of such designation (and, thereafter, any Unrestricted Subsidiary shall cease to be an Unrestricted Subsidiary automatically if) (i) unless such Restricted Subsidiary or any of its subsidiaries is a “restricted subsidiary” or a “guarantor” (or any similar designation) for any Material Indebtedness of the Borrower and its Restricted Subsidiaries, (ii) such Restricted Subsidiary or any of its subsidiaries Subsidiaries owns any Equity Interests or Indebtedness of, or owns or holds any Lien lien on any property of, the Borrower or any other Restricted Subsidiary (other than (x) any subsidiary of such Restricted Subsidiary and (y) any Unrestricted Subsidiary) or (iii) any holder of any Indebtedness of such Restricted Subsidiary or any of its subsidiaries has recourse (either through a Guarantee, by operation of law or otherwise) to the Borrower Loan Party or any other Restricted Subsidiary; provided that, (i) immediately before and after giving effect to any such designation, no Event of Default shall have occurred and be continuing, (ii) Borrower shall be in compliance with the financial covenants set forth in Sections 6.13 and 6.14 (and a certificate of a Senior Officer of Borrower setting forth the related calculations) and (iii) no Subsidiary may be designated as an Unrestricted Subsidiary if, after giving effect to such designation, it would be a “Restricted Subsidiary”, “guarantor” or “borrower” (or similar designation) for the purpose of any Indebtedness of Borrower or any of its Restricted Subsidiaries (provided that notwithstanding this subclause (iii) Viasat Brasil Participações Limitada, a limited liability company incorporated under the laws of Brazil (“Viasat Brazil”) and/or its Subsidiaries may be classified as “Restricted Subsidiaries” under the indenture governing the 2025 Senior Notes (or any Incremental Equivalent Indebtedness in the form of senior unsecured, secured or subordinated notes issued by Borrower) so long as Viasat Brazil and/or its Subsidiaries (as applicable) are not issuers of, guarantors of or otherwise contractually obligated with respect to, the 2025 Senior Notes (or such Incremental Equivalent Indebtedness, as applicable)). The designation of any Subsidiary as an Unrestricted Subsidiary after the Second Amendment Effective Date shall constitute an investment Investment by the parent company of such applicable Loan Party or Restricted Subsidiary in such Subsidiary and such investment shall be made in reliance on Section 6.04 therein at the date of designation (with the amount of such investment to be in an amount equal to the net book fair market value (as reasonably determined in good faith by a Senior Officer of Borrower) of such parent companyLoan Party’s investment or such Restricted Subsidiary’s (as applicable) Investment therein). The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (Ai) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary, and the making of an investment by such Subsidiary in any investments of such Subsidiary, in each case existing at such time and (Bii) a return on any investment Investment by the Borrower applicable Loan Party or Restricted Subsidiary in such Unrestricted Subsidiaries pursuant to the above Subsidiary in an amount equal to the fair market value (as reasonably determined in good faith by a Senior Officer of Borrower) at the date of such designation of the Borrowersuch Loan Party’s or its such Restricted Subsidiary’s, ’s (as applicable, investment ) Investment in such Subsidiary (without giving effect Subsidiary. Any designation by Borrower pursuant to any write downs or write offs thereof). Prior to any designation made in accordance with this Section 5.13, the Borrower 5.11 shall deliver be evidenced to the Administrative Agent by promptly delivering to Agent a certificate of a Responsible Officer Official of Borrower giving effect to such designation and a certifying that such designation complies with the designation satisfies the applicable conditions set forth in provisions of this Section 5.135.11. No Notwithstanding the foregoing, any Unrestricted Subsidiary shall that has been re-designated as a Restricted Subsidiary may not be permitted to hold any intellectual property that is material to subsequently re-designated as an Unrestricted Subsidiary until at least two full Fiscal Quarters have passed since the business operations of the Borrower and its Subsidiariesdate such Unrestricted Subsidiary was re-designated as a Restricted Subsidiary.

Designation of Subsidiaries. (a) The Borrower may at any time designate any Restricted Subsidiary (including any existing Subsidiary and any newly-acquired or newly-formed Subsidiary) as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (ai) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing exist immediately prior or would immediately result from such designation and (b) immediately after giving effect to such designation, the Borrower shall be in compliance with the financial maintenance covenants set forth in Sections 6.11 and 6.12, calculated on a Pro Forma Basis after giving effect to such designation as of the last day of the most recently ended Fiscal Quarter, and ; (ii) the Borrower shall have delivered to the Administrative Agent a certificate of demonstrating that after giving effect to such designation on a Responsible Officer setting forth reasonably detailed calculations demonstrating Pro Forma Basis, the Borrower would be in compliance with this clause a Total Net Leverage Ratio of 2.00:1.00 for the applicable Calculation Period; (b). The Borrower may not designate a iii) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if, at the time of such designation (and, thereafter, any Unrestricted Subsidiary shall cease to be an Unrestricted Subsidiary automatically if) (i) if such Restricted Subsidiary or any of its subsidiaries is a “restricted subsidiary” or a “guarantor” Subsidiaries (or any similar designationA) for any Material Indebtedness of the Borrower and its Restricted Subsidiaries, (ii) such Restricted Subsidiary or any of its subsidiaries owns any Equity Interests or Indebtedness of, or owns or holds any Lien on Liens on, any property of, of the Borrower or any other Restricted Subsidiary or (B) Guarantees any Indebtedness of the Borrower or any Restricted Subsidiary (other than deferred purchase price arrangements in the ordinary course of business); (xiv) any subsidiary in the case of a designation of a Restricted Subsidiary as an Unrestricted Subsidiary, each Subsidiary of such Subsidiary has been, or concurrently therewith will be, designated as an Unrestricted Subsidiary in accordance with this Section 6.18; and (v) no Restricted Subsidiary that is a Guarantor may be designated as an Unrestricted Subsidiary unless concurrently with such designation, such Restricted Subsidiary and (y) any Unrestricted Subsidiary) or (iii) any holder of is designated as an “unrestricted subsidiary” under any Indebtedness of such the Borrower and any Restricted Subsidiary or consisting of Permitted Additional Secured Indebtedness, Permitted Additional Unsecured Indebtedness, Permitted Additional Secured Acquisition Indebtedness, Permitted Additional Unsecured Acquisition Indebtedness, Incremental Term Loans, Incremental Equivalent Debt and Credit Agreement Refinancing Indebtedness in respect of any of its subsidiaries has recourse the foregoing (either through a Guaranteecollectively, by operation of law or otherwise“Additional Indebtedness”). (b) to the Borrower or any other Restricted Subsidiary. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary shall constitute an investment Investment by the parent company of such Subsidiary Borrower in such Subsidiary and such investment shall be made in reliance on Section 6.04 at the date of such designation (with the amount of such investment to be in an amount equal to the net book value outstanding amount of all Investments by the Borrower and its Restricted Subsidiaries in such parent company’s investment thereinSubsidiary on such date (as reasonably determined by the Borrower). Accordingly, such designation shall be permitted only if the Investment represented thereby would be permitted under Section 7.03. (c) The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (Ai) the incurrence at on the time date of such designation of any Investment, Indebtedness or Liens of such Subsidiary, and the making of an investment by Subsidiary existing on such Subsidiary in any investments of such Subsidiary, in each case existing at such time date and (Bii) for purposes of calculating the outstanding amount of Investments by the Borrower and its Restricted Subsidiaries in all Unrestricted Subsidiaries, a return on any investment all Investments by the Borrower and its Restricted Subsidiaries in Unrestricted Subsidiaries pursuant to the above such Subsidiary in an amount equal to the fair market value at outstanding amount of all such Investments in such Subsidiary on the date of such designation of the Borrower’s or its Subsidiary’s, as applicable, investment in such designation. (d) If at any time any Unrestricted Subsidiary (without giving effect to i) owns any write downs Equity Interests or write offs thereof). Prior to Indebtedness of, or owns or holds any designation made in accordance with this Section 5.13Liens on, the Borrower shall deliver to the Administrative Agent a certificate of a Responsible Officer certifying that the designation satisfies the applicable conditions set forth in this Section 5.13. No Unrestricted Subsidiary shall be permitted to hold any intellectual property that is material to the business operations of the Borrower and its Subsidiariesor any Restricted Subsidiary, (ii) Guarantees any Indebtedness of the Borrower or any Restricted Subsidiary (other than deferred purchase price arrangements in the ordinary course of business) or (iii) ceases to be an “unrestricted subsidiary” under any Additional Indebtedness, then the Borrower shall, concurrently therewith, re-designate such Unrestricted Subsidiary as a Restricted Subsidiary.

Designation of Subsidiaries. (a) The Borrower Company may at any time designate any Restricted Subsidiary (including any existing Subsidiary and any newly-acquired or newly-formed Subsidiary) as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (ai) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing exist immediately prior or would immediately result from such designation and (b) immediately after giving effect to such designation, ; (ii) the Borrower shall be in compliance with the financial maintenance covenants set forth in Sections 6.11 and 6.12, calculated on a Pro Forma Basis after giving effect to such designation as of the last day of the most recently ended Fiscal Quarter, and the Borrower Company shall have delivered to the Administrative Agent a certificate of demonstrating that after giving effect to such designation on a Responsible Officer setting forth reasonably detailed calculations demonstrating Pro Forma Basis, the Company would be in compliance with this clause the Payment Conditions; (b). The Borrower may not designate a iii) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if, at the time of such designation (and, thereafter, any Unrestricted Subsidiary shall cease to be an Unrestricted Subsidiary automatically if) (i) if such Restricted Subsidiary or any of its subsidiaries is a “restricted subsidiary” or a “guarantor” Subsidiaries (or any similar designationA) for any Material Indebtedness of the Borrower and its Restricted Subsidiaries, (ii) such Restricted Subsidiary or any of its subsidiaries owns any Equity Interests or Indebtedness of, or owns or holds any Lien on Liens on, any property of, of the Borrower Company or any other Restricted Subsidiary or (B) Guarantees any Indebtedness of the Company or any Restricted Subsidiary (other than deferred purchase price arrangements in the ordinary course of business); (xiv) any subsidiary in the case of a designation of a Restricted Subsidiary as an Unrestricted Subsidiary, each Subsidiary of such Subsidiary has been, or concurrently therewith will be, designated as an Unrestricted Subsidiary in accordance with this Section 6.18; and (v) no Restricted Subsidiary that is a Guarantor may be designated as an Unrestricted Subsidiary unless concurrently with such designation, such Restricted Subsidiary and (y) any Unrestricted Subsidiary) or (iii) any holder of is designated as an “unrestricted subsidiary” under any Indebtedness of such the Company and any Restricted Subsidiary or consisting of Permitted Additional Secured Indebtedness, Permitted Additional Unsecured Indebtedness, Permitted Additional Secured Acquisition Indebtedness and Permitted Additional Unsecured Acquisition Indebtedness in respect of any of its subsidiaries has recourse the foregoing (either through a Guaranteecollectively, by operation of law or otherwise“Additional Indebtedness”). (b) to the Borrower or any other Restricted Subsidiary. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary shall constitute an investment Investment by the parent company of such Subsidiary Company in such Subsidiary and such investment shall be made in reliance on Section 6.04 at the date of such designation (with the amount of such investment to be in an amount equal to the net book value outstanding amount of all Investments by the Company and its Restricted Subsidiaries in such parent company’s investment thereinSubsidiary on such date (as reasonably determined by the Company). Accordingly, such designation shall be permitted only if the Investment represented thereby would be permitted under Section 7.03. (c) The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (Ai) the incurrence at on the time date of such designation of any Investment, Indebtedness or Liens of such Subsidiary, and the making of an investment by Subsidiary existing on such Subsidiary in any investments of such Subsidiary, in each case existing at such time date and (Bii) for purposes of calculating the outstanding amount of Investments by the Company and its Restricted Subsidiaries in all Unrestricted Subsidiaries, a return on any investment all Investments by the Borrower Company and its Restricted Subsidiaries in Unrestricted Subsidiaries pursuant to the above such Subsidiary in an amount equal to the fair market value at outstanding amount of all such Investments in such Subsidiary on the date of such designation designation. (d) If at any time any Unrestricted Subsidiary (i) owns any Equity Interests or Indebtedness of, or owns or holds any Liens on, any property of the Borrower’s Company or its any Restricted Subsidiary’s, as applicable, investment in such (ii) Guarantees any Indebtedness of the Company or any Restricted Subsidiary (without giving effect other than deferred purchase price arrangements in the ordinary course of business) or (iii) ceases to be an “unrestricted subsidiary” under any write downs or write offs thereof). Prior to any designation made in accordance with this Section 5.13Additional Indebtedness, then the Borrower shall deliver to the Administrative Agent a certificate of a Responsible Officer certifying that the designation satisfies the applicable conditions set forth in this Section 5.13. No Company shall, concurrently therewith, re-designate such Unrestricted Subsidiary shall be permitted to hold any intellectual property that is material to the business operations of the Borrower and its Subsidiariesas a Restricted Subsidiary.

Designation of Subsidiaries. The Borrower may at any time after the Original Closing Date designate any Restricted Subsidiary of the Borrower as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (ai) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing or would immediately result from such designation and continuing, (bii) other than for purposes of designating a Restricted Subsidiary as an Unrestricted Subsidiary that is a Securitization Subsidiary in connection with the establishment of a Qualified Securitization Financing, immediately after giving effect to such designation, the Borrower shall be in compliance with the financial maintenance covenants set forth in Sections 6.11 and 6.12compliance, calculated on a Pro Forma Basis after giving (if such covenant would so be in effect to at the end of the relevant Test Period), with the 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 designation Section shall be satisfied as of the last day four quarters ended and, as a condition precedent to the effectiveness of the most recently ended Fiscal Quarterany such designation, and the Borrower shall have delivered deliver to the Administrative Agent a certificate of a Responsible Officer setting forth reasonably detailed in reasonable detail the calculations demonstrating compliance with this clause such compliance), (b). The Borrower iii) no Subsidiary may not designate a Restricted Subsidiary be designated as an Unrestricted Subsidiary if, at after such designation, it would be a “Restricted Subsidiary” for the time purpose of such designation the Secured High Yield Notes, Unsecured High Yield Notes or any Junior Financing and (and, thereafter, any Unrestricted iv) no Restricted Subsidiary shall cease to may be designated an Unrestricted Subsidiary automatically if) (i) such Restricted Subsidiary or any of its subsidiaries is a “restricted subsidiary” or a “guarantor” (or any similar designation) for any Material Indebtedness of the Borrower and its Restricted Subsidiaries, (ii) such Restricted Subsidiary or any of its subsidiaries owns any Equity Interests or Indebtedness of, or holds any Lien on any property of, the Borrower or any other Restricted Subsidiary (other than (x) any subsidiary of such Restricted Subsidiary and (y) any if it was previously designated an Unrestricted Subsidiary) or (iii) any holder of any Indebtedness of such Restricted Subsidiary or any of its subsidiaries has recourse (either through a Guarantee, by operation of law or otherwise) to the Borrower or any other Restricted Subsidiary. The designation of any Subsidiary as an Unrestricted Subsidiary after the Original Closing Date shall constitute an investment Investment by the parent company of such Subsidiary in such Subsidiary and such investment shall be made in reliance on Section 6.04 Borrower therein at the date of designation (with the amount of such investment to be in an amount equal to the net book fair market value as determined in good faith by the Borrower of such parent companythe Borrower’s investment or its Subsidiary’s (as applicable) Investment therein). The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (Ai) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary, and the making of an investment by such Subsidiary in any investments of such Subsidiary, in each case existing at such time and (Bii) a return on any investment Investment by the Borrower in Unrestricted Subsidiaries pursuant to the above preceding sentence in an amount equal to the fair market value as determined in good faith by the Borrower at the date of such designation of the Borrower’s or its Subsidiary’s, ’s (as applicable, investment ) Investment in such Subsidiary (without giving effect to any write downs or write offs thereof). Prior to any designation made in accordance with this Section 5.13, the Borrower shall deliver to the Administrative Agent a certificate of a Responsible Officer certifying that the designation satisfies the applicable conditions set forth in this Section 5.13. No Unrestricted Subsidiary shall be permitted to hold any intellectual property that is material to the business operations of the Borrower and its SubsidiariesSubsidiary.

Designation of Subsidiaries. The Parent Borrower may at any time designate any Restricted Subsidiary of the Parent Borrower (other than a Borrower) as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (ai) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing or would immediately result from such designation and continuing, (bii) immediately after giving effect to such designation, the Parent Borrower shall be in compliance with the financial maintenance covenants set forth in Sections 6.11 and 6.12compliance, calculated on a Pro Forma Basis after giving effect Basis, with the Financial Covenant, and, as a condition precedent to the effectiveness of any such designation as of designation, the last day of the most recently ended Fiscal Quarter, and the Parent Borrower shall have delivered deliver to the Administrative Agent a certificate in the case of a Responsible Officer setting forth reasonably detailed calculations demonstrating compliance with this clause (b). The Borrower may not designate designation of a Restricted Subsidiary as an Unrestricted Subsidiary ifSubsidiary, at a certificate setting forth in reasonable detail the time of calculations demonstrating such designation compliance and (and, thereafter, any Unrestricted Subsidiary shall cease to be an Unrestricted Subsidiary automatically if) (iiii) such Restricted Subsidiary also shall have been or any of its subsidiaries is a will promptly be designated an “restricted unrestricted subsidiary” or a “guarantor” (or otherwise not be subject to the covenants) under any similar designation) for Permitted Acquisition Debt, any Material Permitted Ratio Debt, Incremental Equivalent Debt, Refinancing Notes or any Refinancing Loans, and any Permitted Refinancing Indebtedness of the Borrower and its Restricted Subsidiaries, (ii) such Restricted Subsidiary or any of its subsidiaries owns any Equity Interests or the foregoing (and successive Permitted Refinancing Indebtedness ofthereof), or holds any Lien on any property ofin each case, the Borrower or any other Restricted Subsidiary (other than (x) any subsidiary of such Restricted Subsidiary and (y) any Unrestricted Subsidiary) or (iii) any holder of any Indebtedness of such Restricted Subsidiary or any of its subsidiaries has recourse (either through a Guarantee, by operation of law or otherwise) to the Borrower or any other Restricted Subsidiaryextent such concept exists therein. The designation of any Subsidiary as an Unrestricted Subsidiary after the Restatement Effective Date shall constitute an investment Investment by the parent company of such Subsidiary in such Subsidiary and such investment shall be made in reliance on Section 6.04 Parent Borrower therein at the date of designation (with the amount of such investment to be in an amount equal to the net book fair market value of the Parent Borrower’s or its Subsidiary’s (as applicable) Investment therein (including the aggregate (undiscounted) principal amount of any Indebtedness owed by such parent company’s investment thereinSubsidiary to any Loan Party or Restricted Subsidiary at the time of such designation). The Investment resulting from such designation must otherwise be in compliance with Section 6.04. The Parent Borrower may designate any Unrestricted Subsidiary as a Restricted Subsidiary at any time by written notice to the Administrative Agent if after giving effect to such designation, the Parent Borrower is in compliance with the Financial Covenant on a Pro Forma Basis, no Event of Default shall exist or would otherwise result therefrom and the Parent Borrower complies with the obligations under clause (a) of Section 5.10. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (Ai) the incurrence by the Parent Borrower at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary, and the making of an investment by such Subsidiary in any investments of such Subsidiary, in each case existing at such time and (Bii) a return on any investment Investment by the Parent Borrower in Unrestricted Subsidiaries pursuant to the above in an amount equal to the fair market value at the date of such designation of the Parent Borrower’s or its Subsidiary’s, ’s (as applicable, investment ) Investment in such Subsidiary (without giving effect to any write downs or write offs thereof). Prior to any designation made in accordance with this Section 5.13, the Borrower shall deliver to the Administrative Agent a certificate of a Responsible Officer certifying that the designation satisfies the applicable conditions set forth in this Section 5.13. No Unrestricted Subsidiary shall be permitted to hold any intellectual property that is material to the business operations of the Borrower and its Subsidiaries.

Designation of Subsidiaries. The Borrower may at any time after the Closing Date designate any Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that that, (a1) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing or continuing, (2) an Investment in such amount would immediately result from be permitted at such designation and time, (b3) immediately after giving effect to such designation, the Borrower shall no Subsidiary may be in compliance with the financial maintenance covenants set forth in Sections 6.11 and 6.12, calculated on a Pro Forma Basis after giving effect to such designation as of the last day of the most recently ended Fiscal Quarter, and the Borrower shall have delivered to the Administrative Agent a certificate of a Responsible Officer setting forth reasonably detailed calculations demonstrating compliance with this clause (b). The Borrower may not designate a Restricted Subsidiary designated as an Unrestricted Subsidiary if, at after such designation, it would be a “Restricted Subsidiary” for the time purpose of such designation any Permitted Second Priority Refinancing Debt, Permitted Junior Priority Refinancing Debt, Permitted Unsecured Refinancing Debt, Incremental Equivalent Debt, Permitted Ratio Debt, Permitted Debt Exchange Notes, Indebtedness under the First Lien Credit Agreement (andincluding any First Lien Incremental Term Loans), thereafterFirst Lien Incremental Equivalent Debt, First Lien Credit Agreement Refinancing Indebtedness, First Lien Pernmitted Debt Exchange Notes or Permitted Refinancing of any Unrestricted of the foregoing (in case of any unsecured Indebtedness, in excess of the Threshold Amount) and (4) no Restricted Subsidiary shall cease to may be designated an Unrestricted Subsidiary automatically if) (i) such Restricted Subsidiary or any of its subsidiaries is a “restricted subsidiary” or a “guarantor” (or any similar designation) for any Material Indebtedness of the Borrower and its Restricted Subsidiaries, (ii) such Restricted Subsidiary or any of its subsidiaries owns any Equity Interests or Indebtedness of, or holds any Lien on any property of, the Borrower or any other Restricted Subsidiary (other than (x) any subsidiary of such Restricted Subsidiary and (y) any if it was previously designated an Unrestricted Subsidiary) or (iii) any holder of any Indebtedness of such Restricted Subsidiary or any of its subsidiaries has recourse (either through a Guarantee, by operation of law or otherwise) to the Borrower or any other Restricted Subsidiary. The designation of any Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an investment Investment by the parent company of such Subsidiary in such Subsidiary and such investment shall be made in reliance on Section 6.04 Borrower therein at the date of designation (with the amount of such investment to be in an amount equal to the net book fair market value as determined in good faith by the Borrower of such parent companythe Borrower’s investment or its Subsidiary’s (as applicable) Investment therein). The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (Ai) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary, and the making of an investment by such Subsidiary in any investments of such Subsidiary, in each case existing at such time and (Bii) a return Return on any investment Investment by the Borrower in Unrestricted Subsidiaries pursuant to the above preceding sentence in an amount equal to the fair market value as determined in good faith by the Borrower at the date of such designation of the Borrower’s or its Subsidiary’s, ’s (as applicable, investment ) Investment in such Subsidiary (without giving effect to Subsidiary; provided that in no event shall any write downs or write offs thereof). Prior to such Return on any designation made in accordance with this Section 5.13, Investment by the Borrower shall deliver in an Unrestricted Subsidiary be duplicative of any Return that increases the Cumulative Credit pursuant to the Administrative Agent a certificate of a Responsible Officer certifying that the designation satisfies the applicable conditions set forth in this Section 5.13. No Unrestricted Subsidiary shall be permitted to hold any intellectual property that is material to the business operations of the Borrower and its Subsidiariesdefinition thereof.

Designation of Subsidiaries. The Borrower may (a) At the Borrower’s election, at any time designate any Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (ai) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing or would immediately result from such designation and continuing, (bii) immediately after giving effect to such designation, the Borrower and the Restricted Subsidiaries shall be in compliance Pro Forma Compliance with the financial maintenance covenants set forth in Sections 6.11 and 6.12Section 7.11 (and, calculated on as a Pro Forma Basis after giving effect condition precedent to the effectiveness of any such designation as of the last day of the most recently ended Fiscal Quarterdesignation, and the Borrower shall have delivered deliver to the Administrative Agent a certificate of a Responsible Officer setting forth reasonably detailed in reasonable detail the calculations demonstrating compliance with this clause such compliance), (b). The Borrower may not designate a Restricted iii) the Investment resulting from the designation of any such Subsidiary as an Unrestricted Subsidiary ifpursuant to this Section 6.14(a) is permitted by Section 7.02, at the time (iv) any Indebtedness or Liens of such designation (and, thereafter, any Unrestricted Subsidiary shall cease designated as a Restricted Subsidiary pursuant to this Section 6.14(a) are permitted by Sections 7.03 and 7.01, respectively, (v) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary automatically ifif it was previously designated an Unrestricted Subsidiary, (vi) (i) such no Restricted Subsidiary or any of its subsidiaries is may be designated as an Unrestricted Subsidiary if it owns a “restricted subsidiary” or a “guarantor” Core Property, (or any similar vii) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if (after giving effect to such designation) for it will provide any Material Guarantee of any Indebtedness of the Borrower and its Restricted Subsidiaries, (ii) such Restricted Subsidiary or any of its subsidiaries owns any Equity Interests or Indebtedness of, or holds any Lien on any property of, the Borrower or any other Restricted Subsidiary, (viii) neither LandCo Holdings nor any of its Subsidiaries may be designated as a Restricted Subsidiary unless and until all commitments and letters of credit under the LandCo Credit Agreement and related loan documents have been terminated and all loans and other obligations thereunder (other than customary indemnification and expense reimbursement obligations not then due and payable that expressly survive the termination thereof) have been paid in full in cash, (ix) neither OpCo Holdings nor any of its Subsidiaries may be designated as a Restricted Subsidiary unless and until all commitments and letters of credit under the OpCo Credit Agreement and related loan documents have been terminated and all loans and other obligations thereunder (other than customary indemnification and expense reimbursement obligations not then due and payable that expressly survive the termination thereof) have been paid in full in cash, (x) any subsidiary of such no GVR Entity may be designated as a Restricted Subsidiary unless and until all commitments and letters of credit under the GVR Credit Agreement and related loan documents have been terminated and all loans and other obligations thereunder (other than customary indemnification and expense reimbursement obligations not then due and payable that expressly survive the termination thereof) have been paid in full in cash and (yxi) any after the IP Holdco Transition Date, IP Holdco may not be designated as an Unrestricted Subsidiary) or (iii) any holder of any Indebtedness of such Restricted Subsidiary or any of its subsidiaries has recourse (either through a Guarantee, by operation of law or otherwise) to the Borrower or any other Restricted Subsidiary. The designation of any Subsidiary as an Unrestricted Subsidiary (other than any Subsidiary created or acquired in connection with a Permitted Acquisition and designated as an Unrestricted Subsidiary at the time of such Permitted Acquisition) shall constitute an investment Investment by the parent company of such Subsidiary in such Subsidiary and such investment shall be made in reliance on Section 6.04 Borrower therein at the date of designation (with the amount of such investment to be in an amount equal to the Fair Market Value of the net book value assets of such parent company’s investment therein)Subsidiary at the time that such Subsidiary is designated as an Unrestricted Subsidiary. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (A) the incurrence at the time of designation of any Indebtedness or Liens of such Subsidiary existing at such time. (b) At the Borrower’s election, at any time, designate a Restricted Subsidiary as a Native American Subsidiary, but only to the extent that such designation is consistent with the definition of “Native American Subsidiary”. Upon any Native American Subsidiary’s ceasing to satisfy any of the requirements set forth in the definition of such term, the Borrower shall notify the Administrative Agent thereof and shall take the actions required pursuant to Section 6.11 and such Subsidiary shall cease to be a Native American Subsidiary. (c) After all commitments and letters of credit (if any) under the OpCo Credit Agreement have been terminated and all loans and other obligations (other than customary indemnity obligations and expense reimbursement obligations not then due and payable that expressly survive the termination thereof) shall have been paid in full in cash, (i) designate OpCo Holdings and its Subsidiaries as Restricted Subsidiaries, so long as such designation may otherwise be made in compliance with Section 6.14(a) or such designation is otherwise approved by the Administrative Agent (acting with the consent of the Required Lenders) and (ii) thereafter take the actions required pursuant to Section 6.11 in connection therewith. (d) After all commitments and letters of credit (if any) under the LandCo Credit Agreement have been terminated and all loans and other obligations (other than customary indemnity obligations and expense reimbursement obligations not then due and payable that expressly survive the termination thereof) shall have been paid in full in cash, (i) designate LandCo Holdings and its Subsidiaries as Restricted Subsidiaries, so long as such designation may otherwise be made in compliance with Section 6.14(a) or such designation is otherwise approved by the Administrative Agent (acting with the consent of the Required Lenders) and (ii) thereafter take the actions required pursuant to Section 6.11 in connection therewith. (e) After all commitments and letters of credit (if any) under the GVR Credit Agreement have been terminated and all loans and other obligations (other than customary indemnity obligations and expense reimbursement obligations not then due and payable that expressly survive the termination thereof) shall have been paid in full in cash, (i) designate the GVR Entities as Restricted Subsidiaries, so long as such designation may otherwise be made in compliance with Section 6.14(a) or such designation is otherwise approved by the Administrative Agent (acting with the consent of the Required Lenders) and (ii) thereafter take the actions required pursuant to Section 6.11 in connection therewith. This paragraph (e) shall not apply prior to the GVR Acquisition Consummation Date. (f) On the IP Holdco Transition Date, designate IP Holdco as a Restricted Subsidiary, and the making of an investment by such Subsidiary in any investments of such Subsidiary, in each case existing at such time and (B) a return on any investment by Borrower shall thereafter take the Borrower in Unrestricted Subsidiaries actions required pursuant to the above Section 6.11 in an amount equal to the fair market value at the date of such designation of the Borrower’s or its Subsidiary’s, as applicable, investment in such Subsidiary (without giving effect to any write downs or write offs thereof). Prior to any designation made in accordance with this Section 5.13, the Borrower shall deliver to the Administrative Agent a certificate of a Responsible Officer certifying that the designation satisfies the applicable conditions set forth in this Section 5.13. No Unrestricted Subsidiary shall be permitted to hold any intellectual property that is material to the business operations of the Borrower and its Subsidiariesconnection therewith.

Designation of Subsidiaries. The Borrower may at any time designate any Restricted Subsidiary of the Borrower as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (ai) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing or would immediately result from such designation and continuing, (bii) immediately after giving effect to such designation, the Borrower shall be in compliance with the financial maintenance covenants set forth in Sections 6.11 and 6.12compliance, calculated on a Pro Forma Basis after giving effect to such designation as of Basis, with the last day of Financial Covenants set forth in Section 7.9 for the most recently ended Fiscal QuarterMeasurement Period and, and as a condition precedent to the effectiveness of any such designation, the Borrower shall have delivered deliver to the Administrative Agent a certificate of a Responsible Officer setting forth reasonably detailed in reasonable detail the calculations demonstrating compliance with this clause such compliance, (b). The Borrower iii) no Subsidiary may not designate a Restricted Subsidiary be designated as an Unrestricted Subsidiary ifif it is a “Restricted Subsidiary” for the purpose of any other Indebtedness, at the time of such designation (and, thereafter, any Unrestricted iv) no Restricted Subsidiary shall cease to may be designated an Unrestricted Subsidiary automatically ifif it was previously designated an Unrestricted Subsidiary, (v) (i) such Restricted Subsidiary the Consolidated EBITDA of all Unrestricted Subsidiaries for the most recent Measurement Period for which financial statements have been, or any are required to have been, delivered hereunder shall not exceed 7.5% of its subsidiaries is a “restricted subsidiary” or a “guarantor” (or any similar designation) for any Material Indebtedness the Consolidated EBITDA of the Borrower and its Restricted Subsidiaries, (ii) Subsidiaries for such Restricted Subsidiary or any of its subsidiaries owns any Equity Interests or Indebtedness of, or holds any Lien on any property of, the Borrower or any other Restricted Subsidiary (other than (x) any subsidiary of such Restricted Subsidiary period and (yvi) no Unrestricted Subsidiary may own or exclusively license any Unrestricted Subsidiary) or (iii) any holder of any Indebtedness of such Restricted Subsidiary or any of its subsidiaries has recourse (either through a Guarantee, by operation of law or otherwise) Intellectual Property material to the Borrower or any other business of the Loan Parties and their Restricted SubsidiarySubsidiaries. The designation of any Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an investment Investment by the parent company of such Subsidiary in such Subsidiary Borrower therein and such investment shall be made in reliance on Section 6.04 Disposition by the Borrower thereof at the date of designation (with the amount of such investment to be in an amount equal to the net book value Fair Market Value of such parent companythe Borrower’s investment or its Subsidiary’s (as applicable) Investment therein). The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (Ai) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary, and the making of an investment by such Subsidiary in any investments of such Subsidiary, in each case existing at such time and (Bii) a return on any investment Investment by the Borrower in Unrestricted Subsidiaries pursuant to the above preceding sentence in an amount equal to the fair market value Fair Market Value at the date of such designation of the Borrower’s or its Subsidiary’s, ’s (as applicable, investment ) Investment in such Subsidiary (without giving effect to any write downs or write offs thereof). Prior to any designation made in accordance with this Section 5.13, the Borrower shall deliver to the Administrative Agent a certificate of a Responsible Officer certifying that the designation satisfies the applicable conditions set forth in this Section 5.13. No Unrestricted Subsidiary shall be permitted to hold any intellectual property that is material to the business operations of the Borrower and its SubsidiariesSubsidiary.

Designation of Subsidiaries. The Borrower Company may at any time designate any Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (a) other than in the case of the designation of a Joint Venture in existence on the Closing Date that thereafter becomes a Subsidiary (an "EXCLUDED UNRESTRICTED SUBSIDIARY"), immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing or would immediately result from such designation and continuing, (b) other than in the case of the designation of a Excluded Unrestricted Subsidiary, immediately after giving effect to such designation, the Borrower Company and its Consolidated Subsidiaries shall be in compliance compliance, on a Pro Forma Basis, with the financial maintenance covenants set forth in Sections 6.11 and 6.12Section 7.10 (and, calculated on as a Pro Forma Basis after giving effect condition precedent to the effectiveness of any such designation as of designation, the last day of the most recently ended Fiscal Quarter, and the Borrower Company shall have delivered deliver to the Administrative Agent a certificate of a Responsible Officer setting forth reasonably detailed in reasonable detail the calculations demonstrating compliance with this clause such compliance), (b). The c) no Borrower may not designate be designated as an Unrestricted Subsidiary, (d) no designation of a Restricted Subsidiary as an Unrestricted Subsidiary Subsidiary, other than an Excluded Unrestricted Subsidiary, shall be effective if, at immediately after such designation, (i) the time Consolidated EBITDA of such designation the Unrestricted Subsidiaries would exceed 10% of the Consolidated EBITDA of the Consolidated Companies for the four fiscal quarter period then most recently ended or (andii) the Total Assets of all Unrestricted Subsidiaries would exceed 5% of the Total Consolidated Assets, thereafter, in each case determined without regard to any Excluded Unrestricted Subsidiary shall cease to at any time after such Person becomes a Subsidiary, and (e) no Subsidiary may be designated as an Unrestricted Subsidiary automatically if) (i) such Restricted Subsidiary or any of its subsidiaries if it is a “restricted subsidiary” or a “guarantor” (or any similar designation) "Restricted Subsidiary" for any Material Indebtedness of the Borrower and its Restricted Subsidiaries, (ii) such Restricted Subsidiary or any of its subsidiaries owns any Equity Interests or Indebtedness of, or holds any Lien on any property of, the Borrower or any other Restricted Subsidiary (other than (x) any subsidiary of such Restricted Subsidiary and (y) any Unrestricted Subsidiary) or (iii) any holder purpose of any Indebtedness of such Restricted Subsidiary or any of its subsidiaries has recourse (either through a Guarantee, by operation of law or otherwise) to the Borrower or any other Restricted SubsidiaryPermitted Subordinated Indebtedness. The designation of any Subsidiary as an Unrestricted Subsidiary shall constitute an investment Investment by the parent company of such Subsidiary in such Subsidiary and such investment shall be made in reliance on Section 6.04 applicable Restricted Companies therein at the date of designation (with the amount of such investment to be in an amount equal to the net book value of such parent company’s investment therein). The designation (or, in the case of any guarantee or similar Investment, the amount) of the Restricted Companies' Investments therein. If any Person becomes a Restricted Subsidiary on any date after the Closing Date (including by redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (A) Subsidiary), the incurrence at the time of designation of any Indebtedness or Liens of such Subsidiary, and the making of an investment Person outstanding on such date will be deemed to have been incurred by such Subsidiary in any investments Person on such date for purposes of such SubsidiarySection 7.03, in each case existing at such time and (B) a return on any investment by but will not be considered the Borrower in Unrestricted Subsidiaries pursuant to the above in an amount equal to the fair market value at the date sale or issuance of such designation Equity Interests for purposes of the Borrower’s or its Subsidiary’s, as applicable, investment in such Subsidiary (without giving effect to any write downs or write offs thereof). Prior to any designation made in accordance with this Section 5.13, the Borrower shall deliver to the Administrative Agent a certificate of a Responsible Officer certifying that the designation satisfies the applicable conditions set forth in this Section 5.13. No Unrestricted Subsidiary shall be permitted to hold any intellectual property that is material to the business operations of the Borrower and its Subsidiaries7.05.

Designation of Subsidiaries. The Board of Managers of the Borrower may at any time designate any Restricted Subsidiary (other than Texas Eastern and Algonquin) as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (ai) immediately before and after such designation, no Event of Default or Event of Default shall have occurred and be continuing or would immediately result from such designation and continuing, (bii) immediately after giving effect to such designation, the Borrower and its Restricted Subsidiaries shall be in compliance with the financial maintenance covenants set forth in Sections 6.11 and 6.12compliance, calculated on a Pro Forma Basis after giving effect to pro forma basis, with Section 5.12 (as though the effective date of such designation as of were the last day of a fiscal quarter of the most recently ended Fiscal QuarterBorrower) and, and as a condition precedent to the effectiveness of such designation, the Borrower shall have delivered deliver to the Administrative Agent a certificate of a Responsible Officer its Chief Financial Officer, its Treasurer or its Controller setting forth reasonably detailed in reasonable detail the calculations demonstrating compliance with this clause such compliance), (b). The Borrower may not designate a iii) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary ifif it was previously designated an Unrestricted Subsidiary, at the time (iv) no Subsidiary of such designation (and, thereafter, any Unrestricted Subsidiary shall cease to be an Unrestricted Subsidiary automatically if) (i) such may be designated as a Restricted Subsidiary or any of its subsidiaries is a “restricted subsidiary” or a “guarantor” (or any similar designation) for any Material Indebtedness of the Borrower and its Restricted SubsidiariesSubsidiary, (iiv) such Restricted no Subsidiary or any of its subsidiaries that owns any Equity Interests Securities or Indebtedness of, or owns or holds any Lien on on, any property of, of the Borrower or any other Restricted Subsidiary (other than (x) any subsidiary Subsidiary of such Restricted the Subsidiary and (y) any to be so designated), may be designated an Unrestricted Subsidiary, (vi) each Subsidiary to be so designated as an Unrestricted Subsidiary, and its Subsidiaries, has not at the time of designation, and does not thereafter, create, incur, issue, assume, guarantee or (iii) any holder of otherwise become directly or indirectly liable with respect to any Indebtedness of such Restricted Subsidiary pursuant to which the lender or any of its subsidiaries other creditor has recourse (either through a Guarantee, by operation to any assets of law or otherwise) to the Borrower or any Restricted Subsidiary other Restricted Subsidiary. The designation than the Equity Securities in such Unrestricted Subsidiary and its Subsidiaries, and (vii) no primary operating Subsidiary of any Subsidiary the Borrower may be designated as an Unrestricted Subsidiary shall constitute an investment by the parent company of such Subsidiary in such Subsidiary and such investment shall be made in reliance on Section 6.04 at the date of designation (with the amount of such investment to be in an amount equal to the net book value of such parent company’s investment therein)Subsidiary. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (A) the incurrence at the time of designation of any Indebtedness or Liens of such Subsidiary, and the making of an investment by such Subsidiary in any investments of such Subsidiary, in each case existing at such time time. If, at any time, any Unrestricted Subsidiary fails to meet the preceding requirements as an Unrestricted Subsidiary, it will thereafter automatically cease to be an Unrestricted Subsidiary and shall constitute a Restricted Subsidiary for all purposes of this Agreement, and (Bamong other things) a return on any investment by the Borrower in Unrestricted Subsidiaries pursuant to the above in an amount equal to the fair market value at the date Indebtedness and Liens of such designation of the Borrower’s or its Subsidiary’s, as applicable, investment in such Subsidiary (without giving effect will be deemed to any write downs or write offs thereof). Prior to any designation made in accordance with this Section 5.13, the Borrower shall deliver to the Administrative Agent be incurred by a certificate of a Responsible Officer certifying that the designation satisfies the applicable conditions set forth in this Section 5.13. No Unrestricted Restricted Subsidiary shall be permitted to hold any intellectual property that is material to the business operations of the Borrower and its Subsidiariesas of such date.

Designation of Subsidiaries. (a) The Borrower may at any time after the Effective Date designate any Restricted Subsidiary of the Borrower as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (ai) immediately before and after such designationdesignation on a Pro Forma Basis, no Default or Event of Default shall have occurred and be continuing or would immediately result from such designation and continuing, (bii) immediately after giving effect to such designation, the Borrower shall be in compliance with the financial maintenance covenants set forth in Sections 6.11 and 6.12compliance, calculated on a Pro Forma Basis after giving effect Basis, with the Financial Performance Covenant assuming that the Financial Performance Covenant is applicable (it being understood that as a condition precedent to the effectiveness of any such designation as of the last day of the most recently ended Fiscal Quarterdesignation, and the Borrower shall have delivered deliver to the Administrative Agent a certificate of a Responsible Financial Officer setting forth reasonably detailed in reasonable detail the calculations demonstrating compliance with this clause such compliance), (b). The Borrower iii) no Subsidiary may not designate a Restricted Subsidiary be designated as an Unrestricted Subsidiary if, at the time of such designation (and, thereafter, any Unrestricted Subsidiary shall cease to be or continue as an Unrestricted Subsidiary automatically if) if (i) such Restricted Subsidiary or any of its subsidiaries it is a “restricted subsidiaryRestricted Subsidiary” or a “guarantor” (for the purpose of the Senior Notes or any similar designation) for any Material other Indebtedness of Holdings or the Borrower and its Restricted Subsidiaries, or (ii) such Restricted Subsidiary or any of its subsidiaries owns any Equity Interests or Indebtedness of, or holds any Lien on any property of, the Borrower or any other Restricted Subsidiary provides any Guarantee or credit support of any kind, including any undertaking, Guarantee, indemnity, agreement or instrument that would constitute Indebtedness (other than (xthe pledge of Equity Interests of Unrestricted Subsidiaries) of any subsidiary Indebtedness of such Restricted Unrestricted Subsidiary and (y) or is directly or indirectly liable on such Indebtedness, as a guarantor or otherwise or any Indebtedness of such Unrestricted Subsidiary) Subsidiary contains a default that would permit, upon notice, lapse of time or (iii) both, any holder of any Indebtedness of such Restricted Subsidiary or any of its subsidiaries has recourse (either through a Guarantee, by operation of law or otherwise) to the Borrower or any Restricted Subsidiary to declare a default under such other Indebtedness or cause the payment thereof to be accelerated or payable prior to its stated maturity, (iv) no Restricted Subsidiary may be designated an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary and (v) if a Restricted Subsidiary is being designated as an Unrestricted Subsidiary hereunder, the sum of (A) the assets of such Subsidiary as of such date of designation (the “Designation Date”), as set forth on such Subsidiary’s most recent balance sheet, plus (B) the aggregate amount of assets of all Unrestricted Subsidiaries designated as Unrestricted Subsidiaries pursuant to this Section 5.15(a) prior to the Designation Date (in each case measured as of the date of each such Unrestricted Subsidiary’s designation as an Unrestricted Subsidiary), together with the amount of all Investments outstanding pursuant to the proviso to Section 6.04(vi) and Section 6.04(xvi), as of the Designation Date shall not exceed 15.0% of the Total Assets as of the Designation Date on a pro forma basis for such designation. The designation of any Subsidiary as an Unrestricted Subsidiary after the Effective Date shall constitute an investment Investment by the parent company of such Subsidiary in such Subsidiary and such investment shall be made in reliance on Section 6.04 Borrower therein at the date of designation (with the amount of such investment to be in an amount equal to the net book value of such parent companythe Borrower’s or its Subsidiary’s (as applicable) investment therein). The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (Ai) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary, and the making of an investment by such Subsidiary in any investments of such Subsidiary, in each case existing at such time and (Bii) a return on any investment Investment by the Borrower in Unrestricted Subsidiaries pursuant to the above preceding sentence in an amount equal to the fair market value Fair Market Value at the date of such designation of the Borrower’s or its Subsidiary’s, ’s (as applicable) Investment in such Subsidiary. (b) If, investment at any time, a Restricted Subsidiary would fail to meet the requirements set forth in the definition of “Qualified Restricted Subsidiary”, it will thereafter cease to be a Qualified Restricted Subsidiary for purposes of this Agreement and any Indebtedness of such Subsidiary will be deemed to be incurred by a Restricted Subsidiary that is not a Qualified Restricted Subsidiary as of such date and, if such Indebtedness is not permitted to be incurred as of such date under Section 6.01 the Borrower will be in default of such covenant. The Board of Directors of the Borrower may at any time designate any Restricted Subsidiary not to be a Qualified Restricted Subsidiary; provided that such designation will be deemed to be an incurrence of Indebtedness by such Restricted Subsidiary of any outstanding Indebtedness of such Restricted Subsidiary, and such designation will only be permitted if (1) such Indebtedness is permitted under Section 6.01 and (2) no Default or Event of Default would be in existence following such designation. In the event (x) a Restricted Subsidiary fails to meet the requirements to be a Qualified Restricted Subsidiary or (y) the Board of Directors designates a Qualified Restricted Subsidiary not to be a Restricted Subsidiary, then all Investments in such Subsidiary (without giving effect since the Effective Date shall be deemed to any write downs or write offs thereofbe an incurrence under Section 6.04(xvi) and to consequently reduce amounts available under Section 5.15(a)(v), the proviso to Section 6.04(vi) and Section 6.04(xvi). Prior to any designation made in accordance with this Section 5.13, the The Borrower shall deliver to the Administrative Agent a certificate of a Responsible Financial Officer certifying that the setting forth any such designation satisfies the applicable conditions set forth in this Section 5.13. No Unrestricted Subsidiary shall be permitted as a condition precedent to hold any intellectual property that is material to the business operations of the Borrower and its Subsidiariessuch designation.

Designation of Subsidiaries. The Borrower may at any time designate any Restricted Subsidiary of the Borrower as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted SubsidiarySubsidiary upon written notice to the Administrative Agent; provided that (a) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing or would immediately result from such designation and continuing, (b) immediately after giving effect to such designation, the Borrower shall be in compliance with the financial maintenance covenants set forth in Sections 6.11 and 6.12, calculated on a Pro Forma Basis after giving effect with the financial covenants set forth in Section 6.13, and, as a condition precedent to the effectiveness of any such designation as of the last day of the most recently ended Fiscal Quarterdesignation, and the Borrower shall have delivered deliver to the Administrative Agent a certificate of a Responsible Officer setting forth reasonably detailed in reasonable detail the calculations demonstrating compliance with this clause such financial covenants, (b). The Borrower may not designate a c) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if, at the time if such Subsidiary directly or indirectly owns any Equity Interests of such designation (and, thereafter, any Unrestricted Restricted Subsidiary shall cease that is not a Subsidiary to be so designated as an Unrestricted Subsidiary, (d) no Subsidiary may be designated as an Unrestricted Subsidiary automatically ifif it is a “Restricted Subsidiary” for the purpose of any Specified Indebtedness, (e) (i) in no event shall any Subsidiary be designated an Unrestricted Subsidiary if such Restricted Subsidiary or any subsidiary of its subsidiaries is a “restricted subsidiary” or a “guarantor” such Subsidiary owns material Intellectual Property and (or f) immediately after giving effect to any similar designation) for any Material Indebtedness designation of an Unrestricted Subsidiary, the aggregate Consolidated EBITDA of the Borrower and its Restricted Subsidiaries, (ii) such Restricted Subsidiary or any Subsidiaries shall equal at least 90% of its subsidiaries owns any Equity Interests or Indebtedness of, or holds any Lien on any property of, the Consolidated EBITDA of the Borrower or any other Restricted and its Subsidiaries; provided, further, that it is understood and agreed, that no Subsidiary (other than (x) any subsidiary of such Restricted Guarantor may be designated as an Unrestricted Subsidiary and (y) any Unrestricted Subsidiary) or (iii) any holder of any Indebtedness of such Restricted unless it is not required to be a Subsidiary or any of its subsidiaries has recourse (either through a Guarantee, by operation of law or otherwise) Guarantor pursuant to the Borrower or any other Restricted Subsidiaryterms hereof. The designation of any Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an investment Investment by the parent company of such Subsidiary in such Subsidiary and such investment shall be made in reliance on Section 6.04 Borrower therein at the date of designation (with the amount of such investment to be in an amount equal to the net book fair market value of such parent companythe Borrower’s investment or its Restricted Subsidiaries’ (as applicable) Investments therein). The designation of any Unrestricted Subsidiary as a Restricted Subsidiary after the Closing Date shall constitute (A) the making, incurrence or granting, as applicable, at the time of designation of any then-existing Investment, Indebtedness or Liens Lien of such Restricted Subsidiary, and the making as applicable; provided that upon any re-designation of an investment by such any Unrestricted Subsidiary in any investments of such as a Restricted Subsidiary, in each case existing at such time and (B) a return on any investment by the Borrower shall be deemed to continue to have an Investment in Unrestricted Subsidiaries pursuant to the above resulting Restricted Subsidiary in an amount (if positive) equal to (x) the Borrower’s “Investment” in such Restricted Subsidiary at the time of such re-designation, less (y) the portion of the fair market value at of the date net assets of such designation of Restricted Subsidiary attributable to the Borrower’s or its Subsidiary’s, as applicable, investment in equity therein at the time of such Subsidiary (without giving effect to any write downs or write offs thereof). Prior to any designation made in accordance with this Section 5.13, the Borrower shall deliver to the Administrative Agent a certificate of a Responsible Officer certifying that the designation satisfies the applicable conditions set forth in this Section 5.13. No Unrestricted Subsidiary shall be permitted to hold any intellectual property that is material to the business operations of the Borrower and its Subsidiariesre-designation.

Designation of Subsidiaries. The Borrower Board of Directors of Holdings may at any time after the Closing Date designate any Restricted Subsidiary (other than the Borrowers but including any existing Restricted Subsidiary and any newly acquired or newly formed Subsidiary) as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (ai) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing or would immediately result from such designation and continuing, (bii) immediately after giving effect to such designation, Holdings and the Borrower Restricted Subsidiaries shall be in compliance with compliance,the financial maintenance covenants set forth in Sections 6.11 and 6.12Consolidated Leverage Ratio, calculated on a Pro Forma Basis after giving effect to such designation Basis, with the covenant set forth in Section 6.09shall not exceed 2.25:1.00 as of the last day of the most recently recent Test Period (it being understood that if no Test Period cited in Section 6.09 has passed, the covenant in Section 6.09 for the first Test Period cited in such Section 6.09 shall be satisfied as of the last four quarters ended Fiscal Quarterand, and as a condition precedent to the Borrower effectiveness of any such designation, Holdings shall have delivered deliver to the Administrative Agent a certificate of a Responsible Officer setting forth reasonably detailed in reasonable detail the calculations demonstrating compliance such compliancecalculation), (iii) such designation complies with this clause Section 6.05, (b). The Borrower iv) no Subsidiary may not designate a Restricted Subsidiary be designated as an Unrestricted Subsidiary if, at if the time of such designation (and, thereafter, any Unrestricted Subsidiary shall cease to be an Unrestricted Subsidiary automatically ifso designated (directly, or indirectly through its Subsidiaries) (i) such Restricted Subsidiary or any of its subsidiaries is a “restricted subsidiary” or a “guarantor” (or any similar designation) for any Material Indebtedness of the Borrower and its Restricted Subsidiaries, (ii) such Restricted Subsidiary or any of its subsidiaries owns any Equity Interests or Indebtedness of, or owns or holds any Lien on any property of, the Borrower Holdings or any other Restricted Subsidiary (other than (x) any subsidiary of such Restricted Subsidiary and (yv) neither Holdings nor any Restricted Subsidiary shall at any time be directly or indirectly liable for any Indebtedness that provides that the holder thereof may (with the passage of time or notice or both) declare a default thereunder 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) or (iii) any holder of any Indebtedness of such Restricted Subsidiary or any of its subsidiaries has recourse (either through a Guarantee, by operation of law or otherwise) to the Borrower or any other Restricted Subsidiary). The designation of any Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an investment Investment by the parent company of such Subsidiary in such Subsidiary and such investment shall be made in reliance on Section 6.04 Holdings therein at the date of designation (with the amount of such investment to be in an amount equal to the net book fair market value as determined in good faith by Holdings of such parent companyHoldings’ or its Subsidiary’s investment (as applicable) Investment therein). The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (Ai) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary, and the making of an investment by such Subsidiary in any investments of such Subsidiary, in each case existing at such time and (Bii) a return on any investment Investment by the Borrower Holdings or any Restricted Subsidiary in Unrestricted Subsidiaries pursuant to the above preceding sentence in an amount equal to the fair market value as determined in good faith by Holdings at the date of such designation of the Borrower’s Holdings’ or its Restricted Subsidiary’s, ’s (as applicable, investment ) Investment in such Subsidiary (without giving effect to any write downs or write offs thereof). Prior to any designation made in accordance with this Section 5.13, the Borrower shall deliver to the Administrative Agent a certificate of a Responsible Officer certifying that the designation satisfies the applicable conditions set forth in this Section 5.13. No Unrestricted Subsidiary shall be permitted to hold any intellectual property that is material to the business operations of the Borrower and its SubsidiariesSubsidiary.

Designation of Subsidiaries. (a) The Borrower Company may at any time designate any Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (ai) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing exist immediately prior or would immediately result from such designation and (b) immediately after giving effect to such designation, ; (ii) the Borrower shall be in compliance with the financial maintenance covenants set forth in Sections 6.11 and 6.12, calculated on a Pro Forma Basis after giving effect to such designation as of the last day of the most recently ended Fiscal Quarter, and the Borrower Company shall have delivered to the Administrative Agent a certificate of Pro Forma Compliance Certificate demonstrating that after giving effect to such designation on a Responsible Officer setting forth reasonably detailed calculations demonstrating compliance with this clause Pro Forma Basis, the Loan Parties would be in Pro Forma Compliance; (b). The Borrower may not designate a iii) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if, at the time of such designation (and, thereafter, any Unrestricted Subsidiary shall cease to be an Unrestricted Subsidiary automatically if) (i) if such Restricted Subsidiary or any of its subsidiaries is a “restricted subsidiary” or a “guarantor” Subsidiaries (or any similar designationA) for any Material Indebtedness of the Borrower and its Restricted Subsidiaries, (ii) such Restricted Subsidiary or any of its subsidiaries owns any Equity Interests or Indebtedness of, or owns or holds any Lien on Liens on, any property of, of the Borrower Company or any other Restricted Subsidiary or (other than B) Guarantees any Indebtedness of the Company or any Restricted Subsidiary; (xiv) any subsidiary of Unrestricted Subsidiary that has been designated as a Restricted Subsidiary may 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 and is designated as an “unrestricted subsidiary” (y) any Unrestricted Subsidiary) or (iii) any holder of any Indebtedness of such Restricted Subsidiary or any of its subsidiaries has recourse (either through a Guarantee, by operation of law or otherwise) otherwise not be subject to the Borrower or covenants) under any other Restricted Subsidiary. Additional Indebtedness. (b) The designation of any Restricted Subsidiary as an Unrestricted Subsidiary shall constitute an investment Investment by the parent company of such Subsidiary Company in such Subsidiary and such investment shall be made in reliance on Section 6.04 at the date of such designation (with the amount of such investment to be in an amount equal to the net book value outstanding amount of all Investments by the Company and its Restricted Subsidiaries in such parent company’s investment therein)Subsidiary on such date. Accordingly, such designation shall be permitted only if the Investment represented thereby would be permitted under Section 7.02. CHAR1\1847295v5 (c) The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (Ai) the incurrence at on the time date of such designation of any Investment, Indebtedness or Liens of such Subsidiary, and the making of an investment by Subsidiary existing on such Subsidiary in any investments of such Subsidiary, in each case existing at such time date and (Bii) for purposes of calculating the outstanding amount of Investments by the Company and its Restricted Subsidiaries in all Unrestricted Subsidiaries, a return on any investment all Investments by the Borrower Company and its Restricted Subsidiaries in Unrestricted Subsidiaries pursuant to the above such Subsidiary in an amount equal to the fair market value at outstanding amount of all such Investments in such Subsidiary on the date of such designation designation. (d) If at any time any Unrestricted Subsidiary (i) owns any Equity Interests or Indebtedness of, or owns or holds any Liens on, any property of the Borrower’s Company or its any Restricted Subsidiary’s, as applicable, investment in such (ii) Guarantees any Indebtedness of the Company or any Restricted Subsidiary or (without giving effect iii) ceases to any write downs be an “unrestricted subsidiary” (or write offs thereof). Prior to any designation made in accordance with this Section 5.13, the Borrower shall deliver otherwise becomes subject to the Administrative Agent a certificate of a Responsible Officer certifying that covenants) under any Additional Indebtedness, then the designation satisfies the applicable conditions set forth in this Section 5.13. No Company shall, concurrently therewith, re-designate such Unrestricted Subsidiary shall be permitted to hold any intellectual property that is material to the business operations of the Borrower and its Subsidiariesas a Restricted Subsidiary.

Designation of Subsidiaries. The Parent Borrower may at any time after the ClosingThird Amendment Effective Date designate any Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (ai) immediately before and after such designation, designation no Default or Event of Default shall have occurred and be continuing continuing, (ii) the status of any such Subsidiary as a Restricted Subsidiary or would immediately result from such designation an Unrestricted Subsidiary shall at all times be the same under this Agreement, any Credit Agreement Refinancing Indebtedness, any Permitted Incremental Indebtedness, any Indebtedness evidenced by Junior Debt Documents and any Permitted Refinancing Indebtedness of any of the foregoing, (biii) no Unrestricted Subsidiary or any of its Subsidiaries shall own any Capital Stock or Indebtedness of, or own or hold any Lien on any property of, the Parent Borrower or any Restricted Subsidiary that is not a Subsidiary of the Subsidiary to be so designated, (iv) the Parent Borrower, immediately after giving effect to such designation, the Borrower shall would be in pro forma compliance with the financial maintenance covenants Financial Covenant set forth in Sections 6.11 and 6.12, calculated on a Pro Forma Basis after giving effect to such designation as of the last day of Section 7.06 for the most recently ended Fiscal QuarterTesting Period for which financial statements have been delivered pursuant to Section 6.01(a) or (b), as applicable, whether or not then in effect, (v) no Restricted Subsidiary may be designated an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary and (vi) the Parent Borrower shall have delivered to the Administrative Agent a certificate executed by an Authorized Officer of a Responsible Officer setting forth reasonably detailed calculations demonstrating the Parent Borrower, certifying compliance with the applicable requirements of this clause (b). The Borrower may not designate a Restricted Subsidiary as an Unrestricted Subsidiary if, at the time of such designation (and, thereafter, any Unrestricted Subsidiary shall cease to be an Unrestricted Subsidiary automatically if) (i) such Restricted Subsidiary or any of its subsidiaries is a “restricted subsidiary” or a “guarantor” (or any similar designation) for any Material Indebtedness of the Borrower and its Restricted Subsidiaries, (ii) such Restricted Subsidiary or any of its subsidiaries owns any Equity Interests or Indebtedness of, or holds any Lien on any property of, the Borrower or any other Restricted Subsidiary (other than (x) any subsidiary of such Restricted Subsidiary and (y) any Unrestricted Subsidiary) or (iii) any holder of any Indebtedness of such Restricted Subsidiary or any of its subsidiaries has recourse (either through a Guarantee, by operation of law or otherwise) to the Borrower or any other Restricted SubsidiarySection 6.13. The designation of any Subsidiary as an Unrestricted Subsidiary shall constitute an investment Investment by the parent company of such Subsidiary in such Subsidiary and such investment shall be made in reliance on Section 6.04 Parent Borrower therein at the date of designation (with the amount of such investment to be in an amount equal to the net book value Fair Market Value of such parent companythe Parent Borrower’s investment Investment therein); provided, that in no event shall any return on any Investment by the Parent Borrower in an Unrestricted Subsidiary be duplicative of any return that increases the Available Amount pursuant to the definition thereof. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (A) the incurrence at the time of designation of any Indebtedness Indebtedness, Liens or Liens Investments of such Subsidiary, and the making of an investment by such Subsidiary in any investments of such Subsidiary, in each case existing at such time and (B) a return on any investment by the Borrower in Unrestricted Subsidiaries pursuant to the above in an amount equal to the fair market value at the date of such designation of the Borrower’s or its Subsidiary’s, as applicable, investment in such Subsidiary (without giving effect to any write downs or write offs thereof). Prior to any designation made in accordance with this Section 5.13, the Borrower shall deliver to the Administrative Agent a certificate of a Responsible Officer certifying that the designation satisfies the applicable conditions set forth in this Section 5.13. No Unrestricted Subsidiary shall be permitted to hold any intellectual property that is material to the business operations of the Borrower and its Subsidiariestime.

Designation of Subsidiaries. The Borrower may at any time 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 that: (a) immediately before and after such designation (or re-designation), no Default or Specified Event of Default shall have occurred and be continuing or would immediately result from such designation and continuing; (b) immediately after giving effect to the Investment resulting from the designation of such designation, the Borrower shall be in compliance with the financial maintenance covenants set forth in Sections 6.11 and 6.12, calculated on a Pro Forma Basis after giving effect to such designation as of the last day of the most recently ended Fiscal Quarter, and the Borrower shall have delivered to the Administrative Agent a certificate of a Responsible Officer setting forth reasonably detailed calculations demonstrating compliance with this clause (b). The Borrower may not designate a Restricted Subsidiary as an Unrestricted Subsidiary if, at the time of such designation as described above is permitted by Section 7.02; and (and, thereafter, any Unrestricted c) no Subsidiary shall cease to may be designated as an Unrestricted Subsidiary automatically if) unless it is also designated as an “unrestricted subsidiary” under (i) such Restricted Subsidiary or the First Lien Credit Agreement (and the terms of any of its subsidiaries is a “restricted subsidiary” or a “guarantor” (or any similar designation) for any Material Indebtedness Permitted Refinancings of the Borrower Indebtedness thereunder) and its Restricted Subsidiaries, (ii) such Restricted Subsidiary or any of its subsidiaries owns any Equity Interests or Indebtedness of, or holds any Lien on any property of, the Borrower or any other Restricted Subsidiary (other than (x) any subsidiary of such Restricted Subsidiary and (y) any Unrestricted Subsidiary) or (iii) any holder terms of any Indebtedness of such Restricted Subsidiary or Incremental Equivalent Debt, Permitted Ratio Debt, Senior Priority Lien Debt, Pari Passu Lien Debt and Junior Lien Debt (any of its subsidiaries has recourse (either through a Guarantee, by operation of law or otherwise) to the Borrower or any other Restricted SubsidiaryPermitted Refinancings thereof). The designation of any Subsidiary as an Unrestricted Subsidiary shall constitute an investment Investment by the parent company of such Subsidiary in such Subsidiary and such investment shall be made in reliance on Section 6.04 Borrower therein at the date of designation (with the amount of such investment to be in an amount equal to the net book fair market value of such parent companythe Borrower’s investment or its Restricted Subsidiary’s (as applicable) Investment therein). The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (A) the incurrence at the time of designation of any Indebtedness or and Liens of such Subsidiary, and the making of an investment by such Subsidiary in any investments of such Subsidiary, in each case existing at such time and (B) a return on any investment Investment by the Borrower in Unrestricted Subsidiaries pursuant to the above preceding sentence in an amount equal to the fair market value at the date of such designation of the Borrower’s or its Restricted Subsidiary’s, ’s (as applicable, investment ) Investment in such Subsidiary (without giving effect to any write downs or write offs thereof)Subsidiary. Prior to any designation made in accordance with this Section 5.13, the Borrower shall deliver to the Administrative Agent a certificate of a Responsible Officer certifying that the designation satisfies the applicable conditions Except as set forth in this Section 5.13. No Unrestricted Subsidiary paragraph, no Investment will be deemed to exist or have been made, and no Indebtedness or Liens shall be permitted deemed to hold any intellectual property that is material to the business operations have been incurred or exist, by virtue of the Borrower and its Subsidiariesa Subsidiary becoming an Excluded Subsidiary or an Excluded Subsidiary becoming a Restricted Subsidiary.

Designation of Subsidiaries. The Administrative Borrower may at any time after the Closing Date designate any Restricted Subsidiary of the Borrowers as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (ai) immediately before and after such designationdesignation on a Pro Forma Basis, (x) no Default or Event of Default shall have occurred and be continuing or would immediately result from such designation continuing, and (by) immediately after giving effect to such designation, the Borrower shall be in compliance with the financial maintenance covenants set forth in Sections 6.11 and 6.12, calculated on a Pro Forma Basis after giving effect to such designation as of the last day of the most recently ended Fiscal Quarter, and the Borrower Payment Conditions shall have delivered to the Administrative Agent a certificate of a Responsible Officer setting forth reasonably detailed calculations demonstrating compliance with this clause been satisfied, (b). The ii) no Borrower may not designate a Restricted be designated as an Unrestricted Subsidiary, (iii) no Subsidiary may be designated as an Unrestricted Subsidiary ifif it is a “Restricted Subsidiary” for the purpose of the Term Loan Documents, at the time of such designation New Notes Documents or the Senior Unsecured 2022 Notes Documents, (andiv) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary, thereafter, any (v) no Unrestricted Subsidiary shall cease to be an Unrestricted Subsidiary automatically if) (i) such Restricted Subsidiary own any Equity Interests in the Administrative Borrower or any of its subsidiaries is a “restricted subsidiary” or a “guarantor” (or any similar designation) for any Material Indebtedness of the Borrower and its Restricted Subsidiaries, (iivi) such Restricted no Unrestricted Subsidiary or shall hold any of its subsidiaries owns any Equity Interests or Indebtedness of, or holds any Lien on any property of, the Administrative Borrower or any other and its Restricted Subsidiary Subsidiaries, (other than (xvii) any subsidiary of such Restricted Subsidiary and (y) any Unrestricted Subsidiary) or (iii) any the holder of any Indebtedness of any Unrestricted Subsidiary shall not have any recourse to the Administrative Borrower and its Restricted Subsidiaries with respect to such Restricted Subsidiary Indebtedness except to the extent otherwise permitted hereunder, (viii) none of Holdings or any of its subsidiaries has recourse Restricted Subsidiaries shall have any obligation to subscribe for additional Equity Interests of any Unrestricted Subsidiary or to preserve or maintain the financial condition of any Unrestricted Subsidiary, and (either through a Guaranteeix) no Subsidiary may be designated as an Unrestricted Subsidiary unless (A) none of its assets were included in the calculation of any Borrowing Base immediately prior to such Subsidiary’s being designated as an Unrestricted Subsidiary, by operation of law or otherwiseand (B) it holds no assets necessary to the Borrower or any other Restricted Subsidiaryconduct of the Loan Parties’ operations (including, without limitation, Intellectual Property). The designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an investment Investment by the parent company of such Subsidiary in such Subsidiary and such investment shall be made in reliance on Section 6.04 Holdings (or its applicable Restricted Subsidiary) therein at the date of designation (with the amount of such investment to be in an amount equal to the net book value Fair Market Value of such parent companyHoldings’ or its Restricted Subsidiary’s (as applicable) investment therein). The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (Ax) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary, and the making of an investment by such Subsidiary in any investments of such Subsidiary, in each case existing at such time and time, (By) a return on any investment Investment by the Borrower Holdings (or its applicable Restricted Subsidiary) in Unrestricted Subsidiaries pursuant to the above preceding sentence in an amount equal to the fair market value Fair Market Value at the date of such designation of the Borrower’s Holdings or its Subsidiary’s, ’s (as applicable, investment ) Investment in such Subsidiary Subsidiary, and (without giving effect to any write downs z) the formation or write offs thereof). Prior to any designation made in accordance with this Section 5.13, the Borrower shall deliver to the Administrative Agent a certificate acquisition of a Responsible Officer certifying that the designation satisfies the applicable conditions set forth in this Restricted Subsidiary for purposes of Section 5.13. No Unrestricted Subsidiary shall be permitted to hold any intellectual property that is material to the business operations of the Borrower and its Subsidiaries5.10.

Designation of Subsidiaries. (a) The board of directors of the Borrower may at any time designate any Restricted Subsidiary formed or acquired after the Closing Date as an Unrestricted Subsidiary or designate (or re-designate, as the case may be) any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (ai) immediately before and after such designation (or re-designation), no Default or Event of Default shall have occurred and be continuing or would immediately result from such designation and (b) immediately including after giving effect to the reclassification of Investments in, Indebtedness of and Liens on, the applicable Restricted Subsidiary or Unrestricted Subsidiary), (ii) after such designation (or re-designation), the Borrower shall would be in pro forma compliance with the financial maintenance covenants covenant set forth in Sections 6.11 and 6.12Section 6.8 (determined as if a Compliance Period is then in existence), calculated on a Pro Forma Basis after giving effect to such designation as of the last day of the most recently ended Fiscal Quarter, and the Borrower shall have delivered to the Administrative Agent a certificate of a Responsible Officer setting forth reasonably detailed calculations demonstrating compliance with this clause (b). The Borrower may not designate a iii) any Restricted Subsidiary previously designated as an Unrestricted Subsidiary ifmay not be re-designated as an Unrestricted Subsidiary, (iv) the status of any such Subsidiary as a Restricted Subsidiary or an Unrestricted Subsidiary shall at all times be the time of such designation same under this Agreement, the Secured Notes Documents, the Additional Secured Notes Documents, the Refinancing Secured Notes Documents, the Unsecured Acquisition Debt Documents and the documents governing any Qualified Seller Subordinated Debt (and, thereafterin each case, any Permitted Refinancing in respect thereof), (v) no Unrestricted Subsidiary shall cease to be an Unrestricted Subsidiary automatically if) (i) such Restricted Subsidiary or at any of its subsidiaries is a “restricted subsidiary” or a “guarantor” (or time own any similar designation) for any Material Indebtedness Capital Stock of the Borrower and or its Restricted Subsidiaries, (iivi) such Restricted no Unrestricted Subsidiary or shall at any of its subsidiaries owns time hold any Equity Interests or Indebtedness of, or holds any Lien on any property or assets of, the Borrower or any other of its Restricted Subsidiaries, (vii) no Unrestricted Subsidiary (at any time shall have any Indebtedness other than Non-Recourse Debt, (viii) neither the Borrower nor any of its Restricted Subsidiaries has any direct or indirect obligation (x) to subscribe for additional Capital Stock of any subsidiary of such Restricted Unrestricted Subsidiary and or (y) any to maintain or preserve such Unrestricted Subsidiary’s financial condition or to cause such Unrestricted Subsidiary to achieve any specific levels of operating results and (ix) or (iii) any holder of any Indebtedness of such Restricted all Investments in an Unrestricted Subsidiary or any of its subsidiaries has recourse (either through a Guarantee, by operation of law or otherwise) to only may be made if the Borrower or any other Restricted SubsidiaryPayment Conditions are satisfied. The designation of any Subsidiary as an Unrestricted Subsidiary shall constitute an investment Investment by the parent company of such Subsidiary in such Subsidiary and such investment shall be made in reliance on Section 6.04 Borrower therein at the date of designation (with the amount of such investment to be in an amount equal to the net book fair market value as determined by the board of such parent companydirectors of the Borrower in good faith of the Borrower’s investment or its Subsidiary’s (as applicable) Investment therein). The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (A) the incurrence constitute, at the time of designation designation, the incurrence of any Indebtedness or Liens of such Subsidiary, and the making of an investment by such Subsidiary in any investments of such Subsidiary, in each case existing at such time and (B) a return on any investment Investment by the Borrower in Unrestricted Subsidiaries pursuant to the above preceding sentence in an amount equal to the fair market value as determined by the board of directors of the Borrower in good faith at the date of such designation of the Borrower’s or its Subsidiary’s’s (as applicable) Investment in such Subsidiary. The re-designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall be deemed to be the creation of a Restricted Subsidiary for purposes of Section 5.10, and such re-designated Restricted Subsidiary shall be required to comply with the provisions set forth therein (to the extent applicable). (b) Any designation (or re-designation, as the case may be) of a Subsidiary of the Borrower as an Unrestricted Subsidiary will be evidenced to the Administrative Agent by delivery of a certificate from an Authorized Officer of the Borrower to the Administrative Agent (i) attaching a certified copy of a resolution of the board of directors of the Borrower giving effect to such designation, (ii) certifying that such designation (or re-designation, as the case may be) complies with the provisions of this Section 5.18 and was permitted by this Agreement, including Sections 6.1, 6.2 and 6.7, as applicable, investment and (iii) demonstrating in such Subsidiary reasonable detail the calculations required by preceding clause (without giving effect to any write downs or write offs thereofa). Prior to any designation made in accordance with this Section 5.13, the Borrower shall deliver to the Administrative Agent a certificate of a Responsible Officer certifying that the designation satisfies the applicable conditions set forth in this Section 5.13. No Unrestricted Subsidiary shall be permitted to hold any intellectual property that is material to the business operations of the Borrower and its Subsidiaries.

Designation of Subsidiaries. The Borrower may at any time after the Closing Date designate any Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (a) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing or would immediately result from such designation and (b) immediately after giving effect to such designation, the Borrower shall be in compliance with the financial maintenance covenants set forth in Sections 6.11 and 6.12, calculated on a Pro Forma Basis after giving effect to such designation as of the last day of the most recently ended Fiscal Quarter, and the Borrower shall have delivered Subsidiary by delivering to the Administrative Agent a certificate of a Responsible Officer setting specifying such designation and certifying that the conditions to such designation set forth reasonably detailed calculations demonstrating compliance with in this Section 6.11 are satisfied; provided that: (a) both immediately before and immediately after any such designation, no Event of Default shall have occurred and be continuing; (b) after giving effect to such designation (and clause (bc) below). The Borrower may not designate , the pro forma Consolidated Secured Leverage Ratio for the Applicable Reference Period is no greater than 2.00 to 1.00; (c) in the case of a designation of a Restricted Subsidiary as an Unrestricted Subsidiary, each Subsidiary if, at the time of such Subsidiary has been, or concurrently therewith will be, designated as an Unrestricted Subsidiary in accordance with this Section 6.11; (d) the Payment Conditions are met; and (e) in the case of a designation of a Restricted Subsidiary as an Unrestricted Subsidiary, such Subsidiary shall substantially simultaneously be designated as an “Unrestricted Subsidiary” under any Permitted Term Loans (and, thereafterto the extent applicable, any Unrestricted Subsidiary shall cease to be other agreement governing Permitted Refinancing Indebtedness in respect of the Permitted Term Loans) or any Permitted Notes and in the case of a designation of an Unrestricted Subsidiary automatically if) (i) as a Restricted Subsidiary, such Restricted Subsidiary or any of its subsidiaries is shall substantially simultaneously be designated as a “restricted subsidiaryRestricted Subsidiary” or a “guarantor” under the Permitted Terms (or and, to the extent applicable, any similar designation) for any Material other agreement governing Permitted Refinancing Indebtedness in respect of the Borrower and its Restricted Subsidiaries, (ii) such Restricted Subsidiary or any of its subsidiaries owns any Equity Interests or Indebtedness of, or holds any Lien on any property of, the Borrower or any other Restricted Subsidiary (other than (x) any subsidiary of such Restricted Subsidiary and (y) any Unrestricted SubsidiaryPermitted Term Loans) or (iii) any holder of any Indebtedness of such Restricted Subsidiary or any of its subsidiaries has recourse (either through a Guarantee, by operation of law or otherwise) to the Borrower or any other Restricted SubsidiaryPermitted Notes. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary shall constitute an investment Investment by the parent company of such Subsidiary Borrower in such Subsidiary and such investment shall be made in reliance on Section 6.04 at the date of designation (with the amount of such investment to be in an amount equal to the net book fair market value of such parent companythe Borrower’s investment thereinInvestment therein (as determined reasonably and in good faith by a Responsible Officer). The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (A) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary, and the making of an investment by such Subsidiary in any investments of such Subsidiary, in each case existing at such time and (B) a return on any investment by the Borrower in Unrestricted Subsidiaries pursuant time. Notwithstanding anything to the above contrary contained in an amount equal to the fair market value at the date of such designation this Section 6.11, in no event shall any Restricted Subsidiary contributing more than 20% of the Borrower’s or its Subsidiary’s, as applicable, investment in such Borrowing Base be designated an Unrestricted Subsidiary (without giving effect to any write downs or write offs thereof). Prior to any designation made in accordance with this Section 5.13, the Borrower shall deliver to unless the Administrative Agent receives a certificate of a Responsible Officer certifying that the designation satisfies the applicable conditions set forth in this Section 5.13. No Unrestricted Subsidiary shall be permitted to hold any intellectual property that is material to the business operations of the Borrower and its Subsidiariescompleted Borrowing Base Certificate concurrently with such designation.

Designation of Subsidiaries. The U.S. Borrower may at any time designate any Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted SubsidiarySubsidiary upon prior written notice to the Administrative Agent; provided that (ai) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing or would immediately result from such designation and continuing, (bii) immediately after giving effect to such designation, the U.S. Borrower shall be in compliance with the financial maintenance covenants set forth in Sections 6.11 and 6.12compliance, calculated on a Pro Forma Basis after giving effect Basis, with the covenant set forth in Section 6.12 (it being understood that as a condition precedent to the effectiveness of any such designation, the U.S. Borrower shall deliver to the Administrative Agent a certificate of a Financial Officer of the U.S. Borrower setting forth in reasonable detail the calculations demonstrating such compliance), (iii) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” (or any other defined term having a similar purpose) for the purpose of the Term Loan Documents, the Bridge Loan Documents, the Exchange Note Documents or any Subordinated Debt Documents (unless concurrently designated as an Unrestricted Subsidiary under such documents as well), (iv) no Restricted Subsidiary may be designated an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary, (v) no Restricted Subsidiary may be designated an Unrestricted Subsidiary if it owns any Equity Interests of, or holds any Indebtedness of, any other Restricted Subsidiary, (vi) if a Restricted Subsidiary is being designated as an Unrestricted Subsidiary hereunder, the sum of (A) the net tangible assets of such Subsidiary as of such date of designation (the “Designation Date”), as set forth on such Subsidiary’s most recent balance sheet, plus (B) the aggregate amount of net tangible assets of all Unrestricted Subsidiaries designated as Unrestricted Subsidiaries pursuant to this Section 5.18 prior to the Designation Date (in each case measured as of the last day date of each such Unrestricted Subsidiary’s designation as an Unrestricted Subsidiary) shall not exceed (i) 5.0% of Consolidated Net Tangible Assets at such date or (ii) 5.0% of Consolidated EBITDA for the period of four Fiscal Quarters most recently ended Fiscal Quarterfor which financial statements have been or are required to have been delivered pursuant to Sections 4.01(h), 5.01(a) or 5.01(b), as applicable, as of such Designation Date, in each case, pro forma for such designation, and (vii) the U.S. Borrower shall have delivered to the Administrative Agent a certificate of a Responsible Financial Officer of the U.S. Borrower on behalf of the U.S. Borrower certifying compliance with the provisions of this Section 5.18 setting forth reasonably detailed calculations demonstrating compliance with this clause (b). The Borrower may not designate a Restricted Subsidiary as an Unrestricted Subsidiary if, at in reasonable detail the time of computations necessary to determine such designation (and, thereafter, any Unrestricted Subsidiary shall cease to be an Unrestricted Subsidiary automatically if) (i) such Restricted Subsidiary or any of its subsidiaries is a “restricted subsidiary” or a “guarantor” (or any similar designation) for any Material Indebtedness of the Borrower and its Restricted Subsidiaries, (ii) such Restricted Subsidiary or any of its subsidiaries owns any Equity Interests or Indebtedness of, or holds any Lien on any property of, the Borrower or any other Restricted Subsidiary (other than (x) any subsidiary of such Restricted Subsidiary and (y) any Unrestricted Subsidiary) or (iii) any holder of any Indebtedness of such Restricted Subsidiary or any of its subsidiaries has recourse (either through a Guarantee, by operation of law or otherwise) to the Borrower or any other Restricted Subsidiarycompliance. The designation of any Subsidiary as an Unrestricted Subsidiary after the Effective Date shall constitute an investment Investment by the parent company of such Subsidiary in such Subsidiary U.S. Borrower and such investment shall be made in reliance on Section 6.04 its Restricted Subsidiaries, as applicable, therein at the date of designation (with the amount of such investment to be Designation Date in an amount equal to the net book value of such parent company’s the applicable parties’ investment therein). The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (Ai) the incurrence at the time of designation of any all Investments, Indebtedness or and Liens of such Subsidiary, and the making of an investment by such Subsidiary in any investments of such Subsidiary, in each case existing at such time and (Bii) a return on any investment Investment by the U.S. Borrower or any Restricted Subsidiary in Unrestricted Subsidiaries pursuant to the above preceding sentence in an amount equal to the fair market value at the date of such designation of the U.S. Borrower’s and its Restricted Subsidiaries’ (as applicable) Investment in such Subsidiary. On or promptly after the date of its Subsidiary’sformation, acquisition, designation or re-designation, as applicable, investment in such each Unrestricted Subsidiary (without giving effect to any write downs or write offs thereof). Prior to any designation made other than an Unrestricted Subsidiary that is a Non-U.S. Subsidiary) shall have entered into a tax sharing agreement containing terms that, in accordance with this Section 5.13, the Borrower shall deliver to reasonable judgment of the Administrative Agent a certificate Agent, provide for an appropriate allocation of a Responsible Officer certifying that the designation satisfies the applicable conditions set forth in this Section 5.13. No Unrestricted Subsidiary shall be permitted to hold any intellectual property that is material to the business operations of the Borrower tax liabilities and its Subsidiariesbenefits.

Designation of Subsidiaries. The Borrower may at any time after the Closing Date designate any Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (a) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing or would immediately result from such designation and (b) immediately after giving effect to such designation, the Borrower shall be in compliance with the financial maintenance covenants set forth in Sections 6.11 and 6.12, calculated on a Pro Forma Basis after giving effect to such designation as of the last day of the most recently ended Fiscal Quarter, and the Borrower shall have delivered Subsidiary by delivering to the Administrative Agent a certificate of a Responsible Officer setting specifying such designation and certifying that the conditions to such designation set forth reasonably detailed calculations demonstrating compliance with in this Section 6.11 are satisfied; provided that: (a) both immediately before and immediately after any such designation, no Event of Default shall have occurred and be continuing; (b) after giving effect to such designation (and clause (bc) below). The Borrower may not designate , the pro forma Consolidated Secured Leverage Ratio for the Applicable Reference Period is no greater than 2.00 to 1.00; (c) in the case of a designation of a Restricted Subsidiary as an Unrestricted Subsidiary, each Subsidiary if, at the time of such Subsidiary has been, or concurrently therewith will be, designated as an Unrestricted Subsidiary in accordance with this Section 6.11; (d) the Payment Conditions are met; and (e) in the case of a designation of a Restricted Subsidiary as an Unrestricted Subsidiary, such Subsidiary shall substantially simultaneously be designated as an “Unrestricted Subsidiary” under any Permitted Non-ABL Loans (and, thereafterto the extent applicable, any Unrestricted Subsidiary shall cease to be other agreement governing Permitted Refinancing Indebtedness in respect of the Permitted Non-ABL Loans) or any Permitted Notes and in the case of a designation of an Unrestricted Subsidiary automatically if) (i) as a Restricted Subsidiary, such Restricted Subsidiary or any of its subsidiaries is shall substantially simultaneously be designated as a “restricted subsidiaryRestricted Subsidiary” or a “guarantor” under the Permitted Non-ABL Loans (or and, to the extent applicable, any similar designation) for any Material other agreement governing Permitted Refinancing Indebtedness in respect of the Borrower and its Restricted Subsidiaries, (ii) such Restricted Subsidiary or any of its subsidiaries owns any Equity Interests or Indebtedness of, or holds any Lien on any property of, the Borrower or any other Restricted Subsidiary (other than (x) any subsidiary of such Restricted Subsidiary and (y) any Unrestricted SubsidiaryPermitted Non-ABL Loans) or (iii) any holder of any Indebtedness of such Restricted Subsidiary or any of its subsidiaries has recourse (either through a Guarantee, by operation of law or otherwise) to the Borrower or any other Restricted SubsidiaryPermitted Notes. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary shall constitute an investment Investment by the parent company of such Subsidiary Borrower in such Subsidiary and such investment shall be made in reliance on Section 6.04 at the date of designation (with the amount of such investment to be in an amount equal to the net book fair market value of such parent companythe Borrower’s investment thereinInvestment therein (as determined reasonably and in good faith by a Responsible Officer). The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (A) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary, and the making of an investment by such Subsidiary in any investments of such Subsidiary, in each case existing at such time and (B) a return on any investment by the Borrower in Unrestricted Subsidiaries pursuant time. Notwithstanding anything to the above contrary contained in an amount equal to the fair market value at the date of such designation this Section 6.11, in no event shall any Restricted Subsidiary contributing more than 20% of the Borrower’s or its Subsidiary’s, as applicable, investment in such Borrowing Base be designated an Unrestricted Subsidiary (without giving effect to any write downs or write offs thereof). Prior to any designation made in accordance with this Section 5.13, the Borrower shall deliver to unless the Administrative Agent receives a certificate of a Responsible Officer certifying that the designation satisfies the applicable conditions set forth in this Section 5.13. No Unrestricted Subsidiary shall be permitted to hold any intellectual property that is material to the business operations of the Borrower and its Subsidiariescompleted Borrowing Base Certificate concurrently with such designation.

Designation of Subsidiaries. The Administrative Borrower may at any time after the Closing Date designate any Restricted Subsidiary of the Borrowers as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (ai) immediately before and after such designationdesignation on a Pro Forma Basis, (x) no Default or Event of Default shall have occurred and be continuing or would immediately result from such designation continuing, and (by) immediately after giving effect to such designation, the Borrower shall be in compliance with the financial maintenance covenants set forth in Sections 6.11 and 6.12, calculated on a Pro Forma Basis after giving effect to such designation as of the last day of the most recently ended Fiscal Quarter, and the Borrower Payment Conditions shall have delivered to the Administrative Agent a certificate of a Responsible Officer setting forth reasonably detailed calculations demonstrating compliance with this clause been satisfied, (b). The ii) no Borrower may not designate a Restricted be designated as an Unrestricted Subsidiary, (iii) no Subsidiary may be designated as an Unrestricted Subsidiary ifif it is a “Restricted Subsidiary” for the purpose of the Term Loan Documents, at the time of such designation New Notes Documents or the Senior Unsecured 2022 Notes Documents, (andiv) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary, thereafter, any (v) no Unrestricted Subsidiary shall cease to be an Unrestricted Subsidiary automatically if) (i) such Restricted Subsidiary own any Equity Interests in the Administrative Borrower or any of its subsidiaries is a “restricted subsidiary” or a “guarantor” (or any similar designation) for any Material Indebtedness of the Borrower and its Restricted Subsidiaries, (iivi) such Restricted no Unrestricted Subsidiary or shall hold any of its subsidiaries owns any Equity Interests or Indebtedness of, or holds any Lien on any property of, the Administrative Borrower or any other and its Restricted Subsidiary Subsidiaries, (other than (xvii) any subsidiary of such Restricted Subsidiary and (y) any Unrestricted Subsidiary) or (iii) any the holder of any Indebtedness of any Unrestricted Subsidiary shall not have any recourse to the Administrative Borrower and its Restricted Subsidiaries with respect to such Restricted Subsidiary Indebtedness except to the extent otherwise permitted hereunder, (viii) none of Holdings or any of its subsidiaries has recourse Restricted Subsidiaries shall have any obligation to subscribe for additional Equity Interests of any Unrestricted Subsidiary or to preserve or maintain the financial condition of any Unrestricted Subsidiary, and (either through a Guaranteeix) no Subsidiary may be designated as an Unrestricted Subsidiary unless (A) none of its assets were included in the calculation of any Borrowing Base immediately prior to such Subsidiary's being designated as an Unrestricted Subsidiary, by operation of law or otherwiseand (B) it holds no assets necessary to the Borrower or any other Restricted Subsidiaryconduct of the Loan Parties’ operations (including, without limitation, Intellectual Property). The designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an investment Investment by the parent company of such Subsidiary in such Subsidiary and such investment shall be made in reliance on Section 6.04 Holdings (or its applicable Restricted Subsidiary) therein at the date of designation (with the amount of such investment to be in an amount equal to the net book value Fair Market Value of such parent companyHoldings’ or its Restricted Subsidiary’s (as applicable) investment therein). The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (Ax) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary, and the making of an investment by such Subsidiary in any investments of such Subsidiary, in each case existing at such time and time, (By) a return on any investment Investment by the Borrower Holdings (or its applicable Restricted Subsidiary) in Unrestricted Subsidiaries pursuant to the above preceding sentence in an amount equal to the fair market value Fair Market Value at the date of such designation of the Borrower’s Holdings or its Subsidiary’s, ’s (as applicable, investment ) Investment in such Subsidiary Subsidiary, and (without giving effect to any write downs z) the formation or write offs thereof). Prior to any designation made in accordance with this Section 5.13, the Borrower shall deliver to the Administrative Agent a certificate acquisition of a Responsible Officer certifying that the designation satisfies the applicable conditions set forth in this Restricted Subsidiary for purposes of Section 5.13. No Unrestricted Subsidiary shall be permitted to hold any intellectual property that is material to the business operations of the Borrower and its Subsidiaries5.10.

Designation of Subsidiaries. The Borrower may at any time after the Closing Date designate any Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (a) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing or would immediately result from such designation and (b) immediately after giving effect to such designation, the Borrower shall be in compliance with the financial maintenance covenants set forth in Sections 6.11 and 6.12, calculated on a Pro Forma Basis after giving effect to such designation as of the last day of the most recently ended Fiscal Quarter, and the Borrower shall have delivered Subsidiary by delivering to the Administrative Agent a certificate of a Responsible Officer setting specifying such designation and certifying that the conditions to such designation set forth reasonably detailed calculations demonstrating compliance with in this clause Section 6.11 are satisfied; provided that: (a) both immediately before and immediately after any such designation, no Event of Default shall have occurred and be continuing; (b). The Borrower may not designate ) in the case of a designation of a Restricted Subsidiary as an Unrestricted Subsidiary, the pro forma Consolidated Leverage Ratio for the Applicable Reference Period, calculated on a Pro Forma Basis, is no greater than 3.00 to 1.00; 116 (c) in the case of a designation of a Restricted Subsidiary ifas an Unrestricted Subsidiary, at the time each Subsidiary of such Subsidiary has been, or concurrently therewith will be, designated as an Unrestricted Subsidiary in accordance with this Section 6.11; (d) in the case of a designation of a Restricted Subsidiary as an Unrestricted Subsidiary, such Subsidiary shall substantially simultaneously be designated as an “Unrestricted Subsidiary” under the Term Loan Credit Agreement and the Unsecured Notes Indenture (and, thereafterto the extent applicable, any Unrestricted Subsidiary shall cease to be other agreement governing Permitted Refinancing Indebtedness in respect of the Term Loans or the Unsecured Notes) and in the case of a designation of an Unrestricted Subsidiary automatically if) (i) as a Restricted Subsidiary, such Restricted Subsidiary or any of its subsidiaries is shall substantially simultaneously be designated as a “restricted subsidiaryRestricted Subsidiary” or a “guarantor” under the Term Loan Credit Agreement and the Unsecured Notes Indenture (or and, to the extent applicable, any similar designation) for any Material other agreement governing Permitted Refinancing Indebtedness in respect of the Borrower and its Restricted Subsidiaries, (ii) such Restricted Subsidiary Term Loans or any of its subsidiaries owns any Equity Interests or Indebtedness of, or holds any Lien on any property of, the Borrower or any other Restricted Subsidiary (other than (x) any subsidiary of such Restricted Subsidiary and (y) any Unrestricted Subsidiary) or (iii) any holder of any Indebtedness of such Restricted Subsidiary or any of its subsidiaries has recourse (either through a Guarantee, by operation of law or otherwise) to the Borrower or any other Restricted SubsidiaryUnsecured Notes). The designation of any Restricted Subsidiary as an Unrestricted Subsidiary shall constitute an investment Investment by the parent company of such Subsidiary Borrower in such Subsidiary and such investment shall be made in reliance on Section 6.04 at the date of designation (with the amount of such investment to be in an amount equal to the net book fair market value of such parent companythe Borrower’s investment thereinInvestment therein (as determined reasonably and in good faith by a Responsible Officer). The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (A) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary, and the making of an investment by such Subsidiary in any investments of such Subsidiary, in each case existing at such time and (B) a return on any investment by the Borrower in Unrestricted Subsidiaries pursuant to the above in an amount equal to the fair market value at the date of such designation of the Borrower’s or its Subsidiary’s, as applicable, investment in such Subsidiary (without giving effect to any write downs or write offs thereof). Prior to any designation made in accordance with this Section 5.13, the Borrower shall deliver to the Administrative Agent a certificate of a Responsible Officer certifying that the designation satisfies the applicable conditions set forth in this Section 5.13. No Unrestricted Subsidiary shall be permitted to hold any intellectual property that is material to the business operations of the Borrower and its Subsidiariestime.

Designation of Subsidiaries. The Borrower may (a) Any Financial Officer, on behalf of the Borrower, may, at any time from and after the Effective Date, designate any Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (ai) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing or would immediately result from such designation and continuing, (bii) immediately after giving effect to such designation, the Borrower shall be in compliance with the financial maintenance covenants set forth in Sections Section 6.11 and 6.12, calculated on a Pro Forma Basis after giving effect to pro forma basis, (iii) such designation complies with Section 6.04 and (iv) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary on more than two (2) occasions if it was previously designated as an Unrestricted Subsidiary (including any such designation as of the last day of the most recently ended Fiscal Quarter, and the Borrower shall have delivered to the Administrative Agent a certificate of a Responsible Officer setting forth reasonably detailed calculations demonstrating compliance with this clause (bEffective Date). The Borrower may not designate a designation of any Restricted Subsidiary as an Unrestricted Subsidiary if, at after the time of such designation (and, thereafter, any Unrestricted Subsidiary Effective Date shall cease to be constitute an Unrestricted Subsidiary automatically if) (i) such Restricted Subsidiary or any of its subsidiaries is a “restricted subsidiary” or a “guarantor” (or any similar designation) for any Material Indebtedness of the Borrower and its Restricted Subsidiaries, (ii) such Restricted Subsidiary or any of its subsidiaries owns any Equity Interests or Indebtedness of, or holds any Lien on any property of, Investment by the Borrower or any other the applicable Restricted Subsidiary (other than (x) any subsidiary of such Restricted Subsidiary and (y) any Unrestricted Subsidiary) or (iii) any holder of any Indebtedness of such Restricted Subsidiary or any of its subsidiaries has recourse (either through a Guarantee, by operation of law or otherwise) to the Borrower or any other Restricted Subsidiary. The designation of any Subsidiary as an Unrestricted Subsidiary shall constitute an investment by the parent company of such Subsidiary in such Subsidiary and such investment shall be made in reliance on Section 6.04 therein at the date of designation (with the amount of such investment to be in an amount equal to the net book fair market value of such parent companythe Borrower’s investment or the applicable Restricted Subsidiary’s Investment therein). The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (Ai) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary, and the making of an investment by such Subsidiary in any investments of such Subsidiary, in each case existing at such time and (Bii) a return on any investment Investment by the Borrower or the applicable Restricted Subsidiary in Unrestricted Subsidiaries pursuant to the above preceding sentence in an amount equal to the fair market value at the date of such designation of the Borrower’s or its such Restricted Subsidiary’s, as applicable, investment ’s Investment in such Subsidiary. (b) A designation of a Restricted Subsidiary as an Unrestricted Subsidiary shall automatically and unconditionally release such Restricted Subsidiary from its guaranty of the Obligations (without giving effect if any then exists) and it shall no longer constitute a Subsidiary Guarantor. The Borrower may, at its cost and expense, request that the Administrative Agent execute a separate guaranty release instrument to further evidence any write downs or write offs thereofguaranty release effected by this paragraph (b). Prior to any designation made in accordance with this Section 5.13. (c) As of the Effective Date, the Borrower shall deliver to the Administrative Agent a certificate hereby designates each of a Responsible Officer certifying that the designation satisfies the applicable conditions set forth in this Section 5.13. No its Subsidiaries listed on Schedule 3.01 as an “Unrestricted Subsidiary shall be permitted to hold any intellectual property that is material to the business operations of the Borrower and its SubsidiariesSubsidiary” as an Unrestricted Subsidiary.

Designation of Subsidiaries. The Borrower board of directors (or similar governing body) of the Parent may at any time designate any Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (a) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing or would immediately result from such designation and continuing, (b) immediately after giving effect to such designation, the Borrower Total Adjusted Net Leverage Ratio shall be in compliance with not exceed the financial maintenance covenants Total Adjusted Net Leverage Ratio set forth in Sections 6.11 and 6.12, calculated on a Pro Forma Basis after giving effect Section 6.14 with respect to such designation the Fiscal Quarter of the Parent most recently ended as of the last day time of such designation on a pro forma basis, (c) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of the most recently ended Fiscal QuarterBond Documents or any other Indebtedness, (d) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary, (e) the Borrower may not be designated as an Unrestricted Subsidiary, (f) no Subsidiary may be designated as an Unrestricted Subsidiary if such Subsidiary, or any of its Subsidiaries, has incurred, created, assumed or become liable for any Indebtedness pursuant to which any holder thereof has recourse to any of the assets of the Parent or any Restricted Subsidiary, and no Unrestricted Subsidiary may, at any time, incur, create, assume or be liable for any Indebtedness pursuant to which any holder thereof has recourse to any of the assets of the Parent or any Restricted Subsidiary, (g) the Parent and the Borrower shall have delivered deliver to the Administrative Agent at least five Business Days prior to such designation a certificate of a Responsible Officer setting forth of the Borrower, together with all relevant financial information reasonably detailed calculations requested by Administrative Agent, demonstrating compliance with the foregoing clauses (a) through (f) of this clause (b). The Borrower may not designate a Restricted Subsidiary as an Unrestricted Subsidiary if, at the time of such designation (Section 5.17 and, thereafterif applicable, certifying that such Subsidiary meets the requirements of an “Unrestricted Subsidiary” and (h) at least five Business Days prior to the designation of any Unrestricted Subsidiary shall cease to be an Unrestricted Subsidiary automatically if) (i) such as a Restricted Subsidiary or any of its subsidiaries is a “restricted subsidiary” or a “guarantor” (or any similar designation) for any Material Indebtedness of the Borrower and its Restricted Subsidiaries, (ii) such Restricted Subsidiary or any of its subsidiaries owns any Equity Interests or Indebtedness of, or holds any Lien on any property ofSubsidiary, the Borrower or any Lenders shall have received all documentation and other Restricted Subsidiary (other than (x) any subsidiary of information required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the U.S.A. Patriot Act, with respect to such Restricted Subsidiary and (y) any Unrestricted Subsidiary) or (iii) any holder of any Indebtedness of such Restricted Subsidiary or any of its subsidiaries has recourse (either through a Guarantee, by operation of law or otherwise) to the Borrower or any other Restricted Subsidiary. The designation of any Subsidiary as an Unrestricted Subsidiary shall constitute an investment Investment by the parent company of such Subsidiary in such Subsidiary and such investment shall be made in reliance on Section 6.04 Parent therein at the date of designation (with the amount of such investment to be in an amount equal to the net book fair market value of the Parent’s Investment therein; provided that upon a redesignation of such parent companySubsidiary as a Restricted Subsidiary, the Parent shall be deemed to continue to have a permanent Investment in an Unrestricted Subsidiary in an amount (if positive) equal to (i) the lesser of (A) the fair market value of Investments of the Parent and the Restricted Subsidiaries in such Unrestricted Subsidiary at the time of such redesignation, combination or transfer (or of the assets transferred or conveyed, as applicable) and (B) the fair market value of Investments of the Parent and the Restricted Subsidiaries made in connection with the designation of such Subsidiary as an Unrestricted Subsidiary minus (ii) the portion (proportionate to the Parent’s investment therein)and the Restricted Subsidiaries’ Equity Interest in such Subsidiary) of the fair market value of the net assets of such Subsidiary at the time of such redesignation. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (A) the incurrence at the time of designation of any Indebtedness or Liens of such Subsidiary, and the making of an investment by such Subsidiary in any investments of such Subsidiary, in each case existing at such time and (B) a return on any investment by the Borrower in Unrestricted Subsidiaries pursuant to the above in an amount equal to the fair market value at the date of such designation of the Borrower’s or its Subsidiary’s, as applicable, investment in such Subsidiary (without giving effect to any write downs or write offs thereof). Prior to any designation made in accordance with this Section 5.13, the Borrower shall deliver to the Administrative Agent a certificate of a Responsible Officer certifying that the designation satisfies the applicable conditions set forth in this Section 5.13. No Unrestricted Subsidiary shall be permitted to hold any intellectual property that is material to the business operations of the Borrower and its Subsidiariestime.

Designation of Subsidiaries. (a) The Borrower Company may at any time designate any Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (ai) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing exist immediately prior or would immediately result from such designation and (b) immediately after giving effect to such designation, ; (ii) the Borrower shall be in compliance with the financial maintenance covenants set forth in Sections 6.11 and 6.12, calculated on a Pro Forma Basis after giving effect to such designation as of the last day of the most recently ended Fiscal Quarter, and the Borrower Company shall have delivered to the Administrative Agent a certificate of Pro Forma Compliance Certificate demonstrating that after giving effect to such designation on a Responsible Officer setting forth reasonably detailed calculations demonstrating compliance with this clause Pro Forma Basis, the Loan Parties would be in Pro Forma Compliance; (b). The Borrower may not designate a iii) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if, at the time of such designation (and, thereafter, any Unrestricted Subsidiary shall cease to be an Unrestricted Subsidiary automatically if) (i) if such Restricted Subsidiary or any of its subsidiaries is a “restricted subsidiary” or a “guarantor” Subsidiaries (or any similar designationA) for any Material Indebtedness of the Borrower and its Restricted Subsidiaries, (ii) such Restricted Subsidiary or any of its subsidiaries owns any Equity Interests or Indebtedness of, or owns or holds any Liens on, any property of the Company or any Restricted Subsidiary (or otherwise has any obligation that is secured, directly or indirectly, by a Lien on any property of, asset of the Borrower Company or any other Restricted Subsidiary), (B) Guarantees or holds any Indebtedness owing by the Company or any Restricted Subsidiary, or incurs any Indebtedness provided by the Company or any Restricted Subsidiary, (C) owns any IP Rights that are material to the Company and its Restricted Subsidiaries or (D) has the benefit, directly or indirectly, of any credit support (including any Guarantee) provided by the Company or any Restricted Subsidiary; (iv) any Unrestricted Subsidiary that has been designated as a Restricted Subsidiary may not subsequently be re-designated as an Unrestricted Subsidiary; (other than v) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if such Person were a Restricted Subsidiary on the Closing Date; and (xvi) any subsidiary of no Restricted Subsidiary may be designated as an Unrestricted Subsidiary unless concurrent with such designation such Restricted Subsidiary and is designated as an “unrestricted subsidiary” (y) any Unrestricted Subsidiary) or (iii) any holder of any Indebtedness of such Restricted Subsidiary or any of its subsidiaries has recourse (either through a Guarantee, by operation of law or otherwise) otherwise not be subject to the Borrower or covenants) under any other Restricted Subsidiary. Additional Indebtedness. (b) The designation of any Restricted Subsidiary as an Unrestricted Subsidiary shall constitute an investment Investment by the parent company of such Subsidiary Company in such Subsidiary and such investment shall be made in reliance on Section 6.04 at the date of such designation (with the amount of such investment to be in an amount equal to the net book value outstanding amount of all Investments by the Company and its Restricted Subsidiaries in such parent company’s investment therein)Subsidiary on such date. Accordingly, such designation shall be permitted only if the Investment represented thereby would be permitted under Section 7.02. (c) The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (Ai) the incurrence at on the time date of such designation of any Investment, Indebtedness or Liens of such Subsidiary, and the making of an investment by Subsidiary existing on such Subsidiary in any investments of such Subsidiary, in each case existing at such time date and (Bii) for purposes of calculating the outstanding amount of Investments by the Company and its Restricted Subsidiaries in all Unrestricted Subsidiaries, a return on any investment all Investments by the Borrower Company and its Restricted Subsidiaries in Unrestricted Subsidiaries pursuant to the above such Subsidiary in an amount equal to the fair market value at outstanding amount of all such Investments in such Subsidiary on the date of such designation designation. (d) If at any time any Unrestricted Subsidiary (i) owns any Equity Interests or Indebtedness of, or owns or holds any Liens on, any property of the Borrower’s Company or its Subsidiary’s, as applicable, investment in such any Restricted Subsidiary (without giving effect to or otherwise has any write downs or write offs thereof). Prior to any designation made in accordance with this Section 5.13, the Borrower shall deliver to the Administrative Agent a certificate of a Responsible Officer certifying that the designation satisfies the applicable conditions set forth in this Section 5.13. No Unrestricted Subsidiary shall be permitted to hold any intellectual property obligation that is secured, directly or indirectly, by a Lien on any asset of the Company or any Restricted Subsidiary), (ii) Guarantees or holds any Indebtedness owing by the Company or any Restricted Subsidiary, or incurs any Indebtedness provided by the Company or any Restricted Subsidiary, (iii) owns any IP Rights that are material to the business operations of the Borrower Company and its Restricted Subsidiaries, (iv) has the benefit, directly or indirectly, of any credit support (including any Guarantee) provided by the Company or any Restricted Subsidiary or (v) ceases to be an “unrestricted subsidiary” (or otherwise becomes subject to the covenants) under any Additional Indebtedness, then the Company shall, concurrently therewith, re-designate such Unrestricted Subsidiary as a Restricted Subsidiary (or, in the case of clause (iii), transfer such IP Rights to the Company or a Restricted Subsidiary).

Designation of Subsidiaries. The Borrower may at any time after the Closing Date designate any Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (a) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing or would immediately result from such designation and (b) immediately after giving effect to such designation, the Borrower shall be in compliance with the financial maintenance covenants set forth in Sections 6.11 and 6.12, calculated on a Pro Forma Basis after giving effect to such designation as of the last day of the most recently ended Fiscal Quarter, and the Borrower shall have delivered Subsidiary by delivering to the Administrative Agent a certificate of a Responsible Officer setting specifying such designation and certifying that the conditions to such designation set forth reasonably detailed calculations demonstrating compliance with in this clause Section 6.11 are satisfied; provided that: (a) both immediately before and immediately after any such designation, no Event of Default shall have occurred and be continuing; (b). The Borrower may not designate ) in the case of a designation of a Restricted Subsidiary as an Unrestricted Subsidiary, the pro forma Consolidated Leverage Ratio for the Applicable Reference Period, calculated on a Pro Forma Basis, is no greater than 3.00 to 1.00; (c) in the case of a designation of a Restricted Subsidiary ifas an Unrestricted Subsidiary, at the time each Subsidiary of such Subsidiary has been, or concurrently therewith will be, designated as an Unrestricted Subsidiary in accordance with this Section 6.11; 110 (d) in the case of a designation of a Restricted Subsidiary as an Unrestricted Subsidiary, such Subsidiary shall substantially simultaneously be designated as an “Unrestricted Subsidiary” under the Term Loan Credit Agreement and the Unsecured Notes Indenture (and, thereafterto the extent applicable, any Unrestricted Subsidiary shall cease to be other agreement governing Permitted Refinancing Indebtedness in respect of the Term Loans or the Unsecured Notes) and in the case of a designation of an Unrestricted Subsidiary automatically if) (i) as a Restricted Subsidiary, such Restricted Subsidiary or any of its subsidiaries is shall substantially simultaneously be designated as a “restricted subsidiaryRestricted Subsidiary” or a “guarantor” under the Term Loan Credit Agreement and the Unsecured Notes Indenture (or and, to the extent applicable, any similar designation) for any Material other agreement governing Permitted Refinancing Indebtedness in respect of the Borrower and its Restricted Subsidiaries, (ii) such Restricted Subsidiary Term Loans or any of its subsidiaries owns any Equity Interests or Indebtedness of, or holds any Lien on any property of, the Borrower or any other Restricted Subsidiary (other than (x) any subsidiary of such Restricted Subsidiary and (y) any Unrestricted Subsidiary) or (iii) any holder of any Indebtedness of such Restricted Subsidiary or any of its subsidiaries has recourse (either through a Guarantee, by operation of law or otherwise) to the Borrower or any other Restricted SubsidiaryUnsecured Notes). The designation of any Restricted Subsidiary as an Unrestricted Subsidiary shall constitute an investment Investment by the parent company of such Subsidiary Borrower in such Subsidiary and such investment shall be made in reliance on Section 6.04 at the date of designation (with the amount of such investment to be in an amount equal to the net book fair market value of such parent companythe Borrower’s investment thereinInvestment therein (as determined reasonably and in good faith by a Responsible Officer). The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (A) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary, and the making of an investment by such Subsidiary in any investments of such Subsidiary, in each case existing at such time and (B) a return on any investment by the Borrower in Unrestricted Subsidiaries pursuant to the above in an amount equal to the fair market value at the date of such designation of the Borrower’s or its Subsidiary’s, as applicable, investment in such Subsidiary (without giving effect to any write downs or write offs thereof). Prior to any designation made in accordance with this Section 5.13, the Borrower shall deliver to the Administrative Agent a certificate of a Responsible Officer certifying that the designation satisfies the applicable conditions set forth in this Section 5.13. No Unrestricted Subsidiary shall be permitted to hold any intellectual property that is material to the business operations of the Borrower and its Subsidiariestime.

Designation of Subsidiaries. The Parent Borrower may at any time designate any Restricted Subsidiary as to be an Unrestricted Subsidiary if that designation would not cause a Default or any Unrestricted Subsidiary Event of Default (and so long as a Restricted Subsidiary; provided that (a) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing or would immediately result from such designation and (b) immediately after giving effect to such designation, is then continuing); provided that the Borrower shall be in compliance with the financial maintenance covenants set forth in Sections 6.11 and 6.12, calculated on a Pro Forma Basis after giving effect to such designation as of the last day of the most recently ended Fiscal Quarter, and the Borrower shall have delivered to the Administrative Agent a certificate of a Responsible Officer setting forth reasonably detailed calculations demonstrating compliance with this clause (b). The Parent Borrower may not designate a Restricted Subsidiary as an Unrestricted Subsidiary if, at the time of such designation (and, thereafter, any Unrestricted Subsidiary shall cease to be an Unrestricted Subsidiary automatically if) (i) such Restricted Subsidiary or any of its subsidiaries is a “restricted subsidiary” or a “guarantor” (or any similar designation) for any Material Indebtedness of the Borrower and its Restricted Subsidiaries, (ii) such Restricted Subsidiary or any of its subsidiaries if it owns any Equity Interests or Indebtedness of, or owns or holds a Lien on, any Lien on any property of, assets of the Parent Borrower or any other Restricted Subsidiary (other than the Subsidiary to be so designated) and after giving pro forma effect to such designation, the Parent Borrower would have been in compliance with Section 7.06 as of the last day of the Measurement Period most recently then ended. If, at any time, any Unrestricted Subsidiary would fail to meet the preceding requirements as an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of this Agreement and any Indebtedness, Liens or Investments of such Subsidiary will be deemed to be incurred by a Restricted Subsidiary of the Parent Borrower as of such date and, if such Indebtedness, Liens or Investments is not permitted to be incurred as of such date under the terms of this Agreement, the Parent Borrower will be in default of such covenant. The Parent Borrower may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of the Parent Borrower; provided that such designation will be deemed to be an incurrence of Indebtedness, Liens and Investments by a Restricted Subsidiary of the Parent Borrower of any outstanding Indebtedness of such Unrestricted Subsidiary, and such designation will only be permitted if (x) any subsidiary such Indebtedness, Liens and Investments are permitted under the terms of this Agreement, calculated on a pro forma basis as if such Restricted Subsidiary designation had occurred at the beginning of the applicable Measurement Period and (y) any Unrestricted Subsidiary) no Default or (iii) any holder Event of any Indebtedness of such Restricted Subsidiary or any of its subsidiaries has recourse (either through a Guarantee, by operation of law or otherwise) to the Borrower or any other Restricted Subsidiary. The designation of any Subsidiary as an Unrestricted Subsidiary shall constitute an investment by the parent company of such Subsidiary in such Subsidiary and such investment shall be made in reliance on Section 6.04 at the date of designation (with the amount of such investment to Default would be in an amount equal to the net book value of existence following such parent company’s investment therein). The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (A) the incurrence at the time of designation of any Indebtedness or Liens of such Subsidiary, and the making of an investment by such Subsidiary in any investments of such Subsidiary, in each case existing at such time and (B) a return on any investment by the Borrower in Unrestricted Subsidiaries pursuant to the above in an amount equal to the fair market value at the date of such designation of the Borrower’s or its Subsidiary’s, as applicable, investment in such Subsidiary (without giving effect to any write downs or write offs thereof). Prior to any designation made in accordance with this Section 5.13, the Borrower shall deliver to the Administrative Agent a certificate of a Responsible Officer certifying that the designation satisfies the applicable conditions set forth in this Section 5.13. No Unrestricted Subsidiary shall be permitted to hold any intellectual property that is material to the business operations of the Borrower and its Subsidiariesdesignation.

Designation of Subsidiaries. The Borrower board of directors (or similar governing body) of the Parent may at any time designate any Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (a) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing or would immediately result from such designation and continuing, (b) immediately after giving effect to such designation, the Borrower Total Adjusted Net Leverage Ratio shall be in compliance not exceed the Applicable Total Adjusted Net Leverage Ratio with respect to the financial maintenance covenants set forth in Sections 6.11 and 6.12, calculated on a Pro Forma Basis after giving effect to such designation as Fiscal Quarter of the last day of the Parent most recently ended Fiscal Quarter, and the Borrower shall have delivered to the Administrative Agent a certificate as of a Responsible Officer setting forth reasonably detailed calculations demonstrating compliance with this clause (b). The Borrower may not designate a Restricted Subsidiary as an Unrestricted Subsidiary if, at the time of such designation on a pro forma basis, (and, thereafter, any Unrestricted c) no Subsidiary shall cease to may be designated as an Unrestricted Subsidiary automatically ifif it is a “Restricted Subsidiary” for the purpose of the HFOTCO Credit Documents or any other Indebtedness, (d) (i) such no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary, (e) the Obligor may not be designated as an Unrestricted Subsidiary, (f) no Subsidiary may be designated as an Unrestricted Subsidiary if such Subsidiary, or any of its subsidiaries is a “restricted subsidiary” Subsidiaries, has incurred, created, assumed or a “guarantor” (become liable for any Indebtedness pursuant to which any holder thereof has recourse to any of the assets of the Parent or any similar designation) Restricted Subsidiary, and no Unrestricted Subsidiary may, at any time, incur, create, assume or be liable for any Material Indebtedness pursuant to which any holder thereof has recourse to any of the Borrower and its assets of the Parent or any Restricted SubsidiariesSubsidiary, (iig) the Parent and the Obligor shall deliver to Administrative Agent at least five Business Days prior to such designation a certificate of an Responsible Officer of the Obligor, together with all relevant financial information reasonably requested by Administrative Agent, demonstrating compliance with the foregoing clauses (a) through (f) of this Section 5.17 and, if applicable, certifying that such Subsidiary meets the requirements of an “Unrestricted Subsidiary” and (h) at least five Business Days prior to the designation of any Unrestricted Subsidiary as a Restricted Subsidiary or any of its subsidiaries owns any Equity Interests or Indebtedness of, or holds any Lien on any property ofSubsidiary, the Borrower or any Bondholders shall have received all documentation and other Restricted Subsidiary (other than (x) any subsidiary of information required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the U.S.A. Patriot Act, with respect to such Restricted Subsidiary and (y) any Unrestricted Subsidiary) or (iii) any holder of any Indebtedness of such Restricted Subsidiary or any of its subsidiaries has recourse (either through a Guarantee, by operation of law or otherwise) to the Borrower or any other Restricted Subsidiary. The designation of any Subsidiary as an Unrestricted Subsidiary shall constitute an investment Investment by the parent company of such Subsidiary in such Subsidiary and such investment shall be made in reliance on Section 6.04 Parent therein at the date of designation (with the amount of such investment to be in an amount equal to the net book fair market value of the Parent’s Investment therein; provided that upon a redesignation of such parent companySubsidiary as a Restricted Subsidiary, the Parent shall be deemed to continue to have a permanent Investment in an Unrestricted Subsidiary in an amount (if positive) equal to (i) the lesser of (A) the fair market value of Investments of the Parent and the Restricted Subsidiaries in such Unrestricted Subsidiary at the time of such redesignation, combination or transfer (or of the assets transferred or conveyed, as applicable) and (B) the fair market value of Investments of the Parent and the Restricted Subsidiaries made in connection with the designation of such Subsidiary as an Unrestricted Subsidiary minus (ii) the portion (proportionate to the Parent’s investment therein)and the Restricted Subsidiaries’ Equity Interest in such Subsidiary) of the fair market value of the net assets of such Subsidiary at the time of such redesignation. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (A) the incurrence at the time of designation of any Indebtedness or Liens of such Subsidiary, and the making of an investment by such Subsidiary in any investments of such Subsidiary, in each case existing at such time and (B) a return on any investment by the Borrower in Unrestricted Subsidiaries pursuant to the above in an amount equal to the fair market value at the date of such designation of the Borrower’s or its Subsidiary’s, as applicable, investment in such Subsidiary (without giving effect to any write downs or write offs thereof). Prior to any designation made in accordance with this Section 5.13, the Borrower shall deliver to the Administrative Agent a certificate of a Responsible Officer certifying that the designation satisfies the applicable conditions set forth in this Section 5.13. No Unrestricted Subsidiary shall be permitted to hold any intellectual property that is material to the business operations of the Borrower and its Subsidiariestime.

Designation of Subsidiaries. The Borrower Company may at any time designate any Restricted Subsidiary of its Subsidiaries as an Unrestricted Subsidiary or any of its Unrestricted Subsidiary Subsidiaries as a Restricted Subsidiary; provided that that: (a) (i) immediately before and after giving effect to such designation, no Default or Event of Default shall have occurred and be continuing or would immediately result from such designation and continuing, (bii) immediately after giving effect to such designation, the Borrower Payment Conditions shall be in compliance with the financial maintenance covenants set forth in Sections 6.11 and 6.12, calculated satisfied on a Pro Forma Basis pro forma basis and (iii) the Borrower Representative shall provide the Administrative Agent with an updated Borrowing Base Certificate, prepared on a pro forma basis immediately after giving effect to such designation designation; (b) no Subsidiary may be designated as an Unrestricted Subsidiary if such Subsidiary is a party to any agreement, contract, arrangement or understanding with any Borrower or any of its Restricted Subsidiaries that would not be permitted to be entered into pursuant to Section 6.08; (c) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the last day purpose of any Material Indebtedness or any Restricted Indebtedness, including, without limitation, the most recently ended Fiscal QuarterTerm Loan Facility or any Term Loan Refinancing Indebtedness; and (d) no Borrower nor any of its Restricted Subsidiaries may at any time (i) provide a guarantee of, and or similar credit support to, any Indebtedness of such Unrestricted Subsidiary (including any undertaking, agreement or instrument evidencing such Indebtedness), (ii) be directly or indirectly liable for any Indebtedness of such Unrestricted Subsidiary or (iii) be directly or indirectly liable for any Indebtedness which provides that the Borrower shall have delivered holder thereof may (upon notice, lapse of time or both) declare a default thereon (or cause the payment thereof to be accelerated or payable prior to its final scheduled maturity) upon the Administrative Agent a certificate occurrence of a Responsible Officer setting forth reasonably detailed calculations demonstrating compliance default with this clause respect to any other Indebtedness that is Indebtedness of such Unrestricted Subsidiary (bincluding any corresponding right to take enforcement action against such Subsidiary). The Borrower may not designate Any designation of a Restricted Subsidiary as an Unrestricted Subsidiary if, at the time of such designation (and, thereafter, any Unrestricted Subsidiary shall cease to be an Unrestricted Subsidiary automatically if) (i) such Restricted Subsidiary or any of its subsidiaries is a “restricted subsidiary” or a “guarantor” (or any similar designation) for any Material Indebtedness of the Borrower and its Restricted Subsidiaries, (ii) such Restricted Subsidiary or any of its subsidiaries owns any Equity Interests or Indebtedness of, or holds any Lien on any property of, the Borrower or any other Restricted Subsidiary (other than (x) any subsidiary of such Restricted Subsidiary and (y) any Unrestricted Subsidiary) or (iii) any holder of any Indebtedness of such Restricted Subsidiary or any of its subsidiaries has recourse (either through a Guarantee, by operation of law or otherwise) to the Borrower or any other Restricted Subsidiary. The designation of any Subsidiary as an Unrestricted Subsidiary shall constitute an investment by the parent company of such Subsidiary in such Subsidiary and such investment shall be made in reliance on deemed an Investment under Section 6.04 at the date of designation (with the amount of such investment to be in an amount equal to the net book fair market value of the Subsidiary so designated and any such parent companydesignation shall be evidenced by providing notice to the Administrative Agent of the copy of the resolution of the Company’s investment therein)board of directors (or duly authorized committee thereof) giving effect to 117 such designation and a certificate of an Authorized Officer certifying that such designation complies with the foregoing requirements. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (Ai) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary, and the making of an investment by such Subsidiary in any investments of such Subsidiary, in each case existing at such time and (Bii) a return on any investment Investment by the any Borrower in Unrestricted Subsidiaries such Subsidiary pursuant to the above preceding sentence in an amount equal to the fair market value at the date of such designation of the such Borrower’s or its Subsidiary’s, as applicable, investment Investment in such Subsidiary (without giving effect to any write downs or write offs thereof). Prior to any designation made in accordance with this Section 5.13, the Borrower shall deliver to the Administrative Agent a certificate of a Responsible Officer certifying that the designation satisfies the applicable conditions set forth in this Section 5.13. No Unrestricted Subsidiary shall be permitted to hold any intellectual property that is material to the business operations of the Borrower and its SubsidiariesSubsidiary.

Designation of Subsidiaries. The board of directors of the Domestic Borrower may at any time designate any Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (ai) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing or would immediately result from such designation and continuing, (bii) immediately after giving effect to such designation, the Payment Conditions shall have been satisfied (and, as a condition precedent to the effectiveness of any such designation, the Domestic Borrower shall be in compliance with the financial maintenance covenants set forth in Sections 6.11 and 6.12, calculated on a Pro Forma Basis after giving effect to such designation as of the last day of the most recently ended Fiscal Quarter, and the Borrower shall have delivered deliver to the Administrative Agent a certificate of a Responsible Officer setting forth reasonably detailed in reasonable detail the calculations demonstrating compliance with this clause satisfaction thereof), (b). The iii) no Borrower may not designate a Restricted be designated as an Unrestricted Subsidiary, (iv) no Subsidiary may be designated as an Unrestricted Subsidiary if, at after such designation, it would be a “Restricted Subsidiary” for the time purpose of such designation the Term Facility or any other Indebtedness of any Loan Party that contemplates “unrestricted” subsidiaries, (and, thereafter, any v) no Unrestricted Subsidiary shall cease to be an Unrestricted Subsidiary automatically if) (i) such Restricted Subsidiary own any Equity Interests in the Loan Parties or any of its subsidiaries is a “restricted subsidiary” or a “guarantor” (or any similar designation) for any Material Indebtedness of the Borrower and its their Restricted Subsidiaries, (iivi) such Restricted no Unrestricted Subsidiary or shall hold any of its subsidiaries owns any Equity Interests or Indebtedness of, or holds any Lien on any property of, the Borrower or any other Loan Parties and their Restricted Subsidiary Subsidiaries, (other than (xvii) any subsidiary of such Restricted Subsidiary and (y) any Unrestricted Subsidiary) or (iii) any the holder of any Indebtedness of any Unrestricted Subsidiary shall not have any recourse to the Loan Parties and their Restricted Subsidiaries with respect to such Indebtedness, (vii) no Unrestricted Subsidiary shall be a party to any transaction or arrangement with the Loan Parties and their Restricted Subsidiary Subsidiaries that would not be permitted by Section 7.09, and (viii) none of the Borrowers or any of its subsidiaries has recourse (either through a Guarantee, by operation their Restricted Subsidiaries shall have any obligation to subscribe for additional Equity Interests of law any Unrestricted Subsidiary or otherwise) to preserve or maintain the Borrower or financial condition of any other Restricted Unrestricted Subsidiary,. The designation of any Subsidiary as an Unrestricted Subsidiary shall constitute an investment Investment by the parent company of such Subsidiary in such Subsidiary Domestic Borrower and such investment shall be made in reliance on Section 6.04 its Restricted Subsidiaries therein at the date of designation (with the amount of such investment to be in an amount equal to the net book fair market value as determined by the Domestic Borrower in good faith of such parent companythe Domestic Borrower’s investment or Restricted Subsidiary’s (as applicable) Investment therein). The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (A) the incurrence at the time of designation of any Indebtedness or Liens of such Subsidiary, and the making of an investment by such Subsidiary in any investments of such Subsidiary, in each case existing at such time and (B) a return on any investment Investment by the Domestic Borrower and its Restricted Subsidiaries in Unrestricted Subsidiaries pursuant to the above preceding sentence in an amount equal to the fair market value as determined by the Domestic Borrower in good faith at the date of such designation of the Domestic Borrower’s or its Restricted Subsidiary’s, ’s (as applicable, investment ) Investment in such Subsidiary (without giving effect to any write downs or write offs thereof). Prior to any designation made in accordance with this Section 5.13, the Borrower shall deliver to the Administrative Agent a certificate of a Responsible Officer certifying that the designation satisfies the applicable conditions set forth in this Section 5.13. No Unrestricted Subsidiary shall be permitted to hold any intellectual property that is material to the business operations of the Borrower and its SubsidiariesSubsidiary.

Designation of Subsidiaries. The Borrower may at any time after the Closing Date designate any Restricted Subsidiary of the Borrower as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (ai) immediately before and after such designationdesignation on a Pro Forma Basis, no Default or Event of Default shall have occurred and be continuing or would immediately result from such designation and therefrom, (bii) immediately after giving effect to such designation, the Borrower shall be in compliance with the financial maintenance covenants set forth in Sections 6.11 and 6.12compliance, calculated on a Pro Forma Basis after giving effect to such designation as of Basis, with the last day of Financial Performance Covenant for the Test Period then most recently ended Fiscal Quarterended, and the Borrower shall have delivered to the Administrative Agent a certificate of a Responsible Officer setting forth reasonably detailed calculations demonstrating compliance with this clause (b). The Borrower iii) no Subsidiary may not designate a Restricted Subsidiary be designated as an Unrestricted Subsidiary ifor continue as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of any other Specified Indebtedness of the Borrower or any Restricted Subsidiary that is Material Indebtedness, at (iv) no Unrestricted Subsidiary may own, and neither the time Borrower nor any of such designation its Restricted Subsidiaries may transfer (andother than customary intercompany non-exclusive licenses in the ordinary course of business) to any Unrestricted Subsidiary, thereafterany material Intellectual Property; provided, that any Unrestricted Subsidiary shall cease to be an Unrestricted Subsidiary automatically if) (i) such Restricted Subsidiary acquired by the Borrower or any of its subsidiaries is a “restricted subsidiary” Subsidiaries after the Closing Date may own Intellectual Property that such Unrestricted Subsidiary owned prior to such acquisition and (v) no Unrestricted Subsidiary may hold any Liens or a “guarantor” (or any similar designation) for any Material Indebtedness of the Borrower and its Restricted Subsidiaries, (ii) such Restricted Subsidiary or any of its subsidiaries owns any Equity Interests of or Indebtedness of, or holds any Lien on any property of, in the Borrower or any other Restricted Subsidiary (other than (x) any subsidiary of such Restricted Subsidiary and (y) any Unrestricted Subsidiary) or (iii) any holder of any Indebtedness of such Restricted Subsidiary or any of its subsidiaries has recourse (either through a Guarantee, by operation of law or otherwise) to the Borrower or any other Restricted Subsidiarytheir respective assets). The designation of any Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an investment Investment by the parent company of such Borrower or the applicable Restricted Subsidiary in such Subsidiary and such investment shall be made in reliance on Section 6.04 therein at the date of designation (with the amount of such investment to be in an amount equal to the net book portion of the fair market value (as reasonably determined by the Borrower in good faith) of the assets of such parent companyUnrestricted Subsidiary attributable to the Borrower’s investment thereinor its applicable Restricted Subsidiary’s equity interest therein as reasonably estimated by the Borrower (and such designation shall only be permitted to the extent such Investment is otherwise permitted herein). The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (Ai) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary, and the making of an investment by such Subsidiary in any investments of such Subsidiary, in each case existing at such time and (Bii) a return on any investment Investment by the Borrower in Unrestricted Subsidiaries pursuant to the above preceding sentence in an amount equal to the fair market value at the date of such designation of the Borrower’s or its Restricted Subsidiary’s, ’s (as applicable, investment ) Investment in such Subsidiary (without giving effect to any write downs or write offs thereof). Prior to any designation made in accordance with this Section 5.13Unrestricted Subsidiary; provided that, immediately after such designation, the Borrower shall deliver to the Administrative Agent a certificate of a Responsible Officer certifying that the designation satisfies the applicable conditions set forth in this Section 5.13. No Unrestricted or its Restricted Subsidiary shall be permitted deemed to hold any intellectual property that is material continue to have an Investment in the resulting Restricted Subsidiary in an amount (if positive) equal to (a) the amount of the Borrower’s or its Restricted Subsidiary’s Investment in such Restricted Subsidiary at the time of such designation, less (b) the portion of the fair market value (as reasonably determined by the Borrower in good faith) of the assets of such Restricted Subsidiary attributable to the business operations Borrower’s or it’s Restricted Subsidiary’s equity therein at the time of the Borrower and its Subsidiariessuch designation.

Designation of Subsidiaries. The Borrower Representative may at any time after the Effective Date (a) designate any Restricted Subsidiary as an Unrestricted Subsidiary or (b) redesignate any Subsidiary that was an Unrestricted Subsidiary on the Effective Date or that was designated as an Unrestricted Subsidiary at the time of the formation or acquisition of such Subsidiary as a Restricted Subsidiary; provided that (ai) immediately before and immediately after any such designation, no Default or Event of Default shall have occurred and be continuing or would immediately result from such designation and continuing, (bii) immediately after giving effect to such designation, the Borrower Loan Parties shall be in compliance with the financial maintenance covenants covenant set forth in Sections 6.11 and 6.12Section 6.12 (as if a Covenant Testing Trigger Period was in effect), calculated determined on a Pro Forma Basis after giving effect to such designation as of the last day of the most recently ended Fiscal Quarter, and four fiscal quarters of the Borrower shall Representative for which financial statements have been delivered pursuant to Section 4.01 (at all times prior to the Administrative Agent a certificate first delivery of a Responsible Officer setting forth reasonably detailed calculations demonstrating compliance with this clause financial statements after the Effective Date under Section 5.01(a) or (b). The ) or Section 5.01(a) or 5.01(b), as applicable, regardless whether such date of determination precedes the first test date for such covenant, (iii) no Subsidiary of the Borrower Representative may not designate a Restricted Subsidiary be designated as an Unrestricted Subsidiary iffor purposes of this Agreement if it is a “Restricted Subsidiary” for the purpose of any other Material Indebtedness of any Borrower or any of the Restricted Subsidiaries that has an “Unrestricted Subsidiary” concept, at (iv) the time of Payment Conditions are satisfied after giving effect to such designation designation, and (and, thereafter, v) any Unrestricted Subsidiary shall cease to be that was an Unrestricted Subsidiary automatically if) (i) such and then was designated as a Restricted Subsidiary or any of its subsidiaries is a “restricted subsidiary” or a “guarantor” (or any similar designation) for any Material Indebtedness of the Borrower and its Restricted Subsidiaries, (ii) such Restricted Subsidiary or any of its subsidiaries owns any Equity Interests or Indebtedness of, or holds any Lien on any property of, the Borrower or any other Restricted Subsidiary (other than (x) any subsidiary of such Restricted Subsidiary and (y) any Unrestricted Subsidiary) or (iii) any holder of any Indebtedness of such Restricted Subsidiary or any of its subsidiaries has recourse (either through a Guarantee, by operation of law or otherwise) to the Borrower or any other Restricted Subsidiary. The designation of any Subsidiary may not thereafter be redesignated as an Unrestricted Subsidiary shall constitute an investment by the parent company of such Subsidiary in such Subsidiary and such investment shall be made in reliance on Section 6.04 at the date of designation (with the amount of such investment to be in an amount equal to the net book value of such parent company’s investment therein)Subsidiary. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (A) the incurrence at the time of such designation of any Indebtedness or Liens of such Subsidiary, and the making of an investment by such Subsidiary in any investments of such Subsidiary, in each case existing at such time and (B) a return on time. The designation of any investment Subsidiary as an Unrestricted Subsidiary after the Effective Date shall constitute an Investment by the Borrower in Unrestricted Subsidiaries pursuant to Representative (or its relevant Restricted Subsidiary) therein at the above date of designation in an amount equal to the fair market value at the date of such designation of the Borrower’s or its Subsidiary’s, (as applicable, investment in such Subsidiary (without giving effect to any write downs or write offs thereof). Prior to any designation made in accordance with this Section 5.13, determined by the Borrower shall deliver to the Administrative Agent a certificate of a Responsible Officer certifying that the designation satisfies the applicable conditions set forth Representative in this Section 5.13. No Unrestricted Subsidiary shall be permitted to hold any intellectual property that is material to the business operations good faith) of the Borrower and its SubsidiariesRepresentative’s (or such Restricted Subsidiary’s) Investment therein.

Designation of Subsidiaries. (a) The Borrower Company may at any time designate any Restricted Subsidiary (including any existing Subsidiary and any newly-acquired or newly-formed Subsidiary) as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (ai) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing exist immediately prior or would immediately result from such designation and (b) immediately after giving effect to such designation, ; (ii) the Borrower shall be in compliance with the financial maintenance covenants set forth in Sections 6.11 and 6.12, calculated on a Pro Forma Basis after giving effect to such designation as of the last day of the most recently ended Fiscal Quarter, and the Borrower Company shall have delivered to the Administrative Agent a certificate of demonstrating that after giving effect to such designation on a Responsible Officer setting forth reasonably detailed calculations demonstrating Pro Forma Basis, the Company would be in compliance with this clause the Payment Conditions; (b). The Borrower may not designate a iii) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if, at the time of such designation (and, thereafter, any Unrestricted Subsidiary shall cease to be an Unrestricted Subsidiary automatically if) (i) if such Restricted Subsidiary or any of its subsidiaries is a “restricted subsidiary” or a “guarantor” Subsidiaries (or any similar designationA) for any Material Indebtedness of the Borrower and its Restricted Subsidiaries, (ii) such Restricted Subsidiary or any of its subsidiaries owns any Equity Interests or Indebtedness of, or owns or holds any Lien on Liens on, any property of, of the Borrower Company or any other Restricted Subsidiary or (B) Guarantees any Indebtedness of the Company or any Restricted Subsidiary (other than deferred purchase price arrangements in the ordinary course of business); (xiv) any subsidiary in the case of a designation of a Restricted Subsidiary as an Unrestricted Subsidiary, each Subsidiary of such Subsidiary has been, or concurrently therewith will be, designated as an Unrestricted Subsidiary in accordance with this Section 6.18; and (v) no Restricted Subsidiary that is a Guarantor may be designated as an Unrestricted Subsidiary unless concurrently with such designation, such Restricted Subsidiary and (y) any Unrestricted Subsidiary) or (iii) any holder of is designated as an “unrestricted subsidiary” under any Indebtedness of such the Company and any Restricted Subsidiary or consisting of Permitted Additional Secured Indebtedness, Permitted Additional Unsecured Indebtedness, Permitted Additional Secured Acquisition Indebtedness and Permitted Additional Unsecured Acquisition Indebtedness in respect of any of its subsidiaries has recourse the foregoing (either through a Guaranteecollectively, by operation of law or otherwise“Additional Indebtedness”). (b) to the Borrower or any other Restricted Subsidiary. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary shall constitute an investment Investment by the parent company of such Subsidiary Company in such Subsidiary and such investment shall be made in reliance on Section 6.04 at the date of such designation (with the amount of such investment to be in an amount equal to the net book value outstanding amount of all Investments by the Company and its Restricted Subsidiaries in such parent company’s investment thereinSubsidiary on such date (as reasonably determined by the Company). Accordingly, such designation shall be permitted only if the Investment represented thereby would be permitted under Section 7.03. (c) The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (Ai) the incurrence at on the time date of such designation of any Investment, Indebtedness or Liens of such Subsidiary, and the making of an investment by Subsidiary existing on such Subsidiary in any investments of such Subsidiary, in each case existing at such time date and (Bii) for purposes of calculating the outstanding amount of Investments by the Company and its Restricted Subsidiaries in all Unrestricted Subsidiaries, a return on any investment all Investments by the Borrower Company and its Restricted Subsidiaries in Unrestricted Subsidiaries pursuant to the above such Subsidiary in an amount equal to the fair market value at outstanding amount of all such Investments in such Subsidiary on the date of such designation designation. (d) If at any time any Unrestricted Subsidiary (i) owns any Equity Interests or Indebtedness of, or owns or holds any Liens on, any property of the Borrower’s Company or its any Restricted Subsidiary’s, as applicable, investment in such (ii) Guarantees any Indebtedness of the Company or any Restricted Subsidiary (without giving effect other than deferred purchase price arrangements in the ordinary course of business) or (iii) ceases to be an “unrestricted subsidiary” under any write downs or write offs thereof). Prior to any designation made in accordance with this Section 5.13Additional Indebtedness, then the Borrower shall deliver to the Administrative Agent a certificate of a Responsible Officer certifying that the designation satisfies the applicable conditions set forth in this Section 5.13. No Company shall, concurrently therewith, re-designate such Unrestricted Subsidiary shall be permitted to hold any intellectual property that is material to the business operations of the Borrower and its Subsidiaries.as a Restricted Subsidiary. 129

Designation of Subsidiaries. The Borrower may at any time designate any Restricted Subsidiary of the Borrower (other than a Subsidiary Borrower) as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted SubsidiarySubsidiary upon written notice to the Administrative Agent; provided that (a) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing or would immediately result from such designation and continuing, (b) immediately after giving effect to such designation, the Borrower shall be in compliance with the financial maintenance covenants set forth in Sections 6.11 and 6.12, calculated on a Pro Forma Basis after giving effect with the financial covenants set forth in Section 6.16, and, as a condition precedent to the effectiveness of any such designation as of the last day of the most recently ended Fiscal Quarterdesignation, and the Borrower shall have delivered deliver to the Administrative Agent a certificate of a Responsible Officer setting forth reasonably detailed in reasonable detail the calculations demonstrating compliance with this clause such financial covenants, (b). The Borrower may not designate a c) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary ifif it was previously designated as an Unrestricted Subsidiary, at the time of such designation (and, thereafter, any Unrestricted d) no Subsidiary shall cease to may be designated as an Unrestricted Subsidiary automatically if) (i) such Restricted Subsidiary or any of its subsidiaries if it is a “restricted subsidiaryRestricted Subsidiary” or a “guarantor” for the purpose of any Specified Indebtedness and (or any similar designatione) for any Material Indebtedness at all times the aggregate Consolidated EBITDA of the Borrower and its Restricted Subsidiaries shall equal at least 90% of the Consolidated EBITDA of the Borrower and its Subsidiaries (if the Borrower is at any time in violation of this clause (e) it shall immediately designate an Unrestricted Subsidiary or Unrestricted Subsidiaries, (iias applicable, as Restricted Subsidiaries to the extent necessary so that after giving effect to such designation(s) such Restricted Subsidiary or any of its subsidiaries owns any Equity Interests or Indebtedness of, or holds any Lien on any property of, the Borrower or any other Restricted Subsidiary is in compliance with this clause (other than (x) any subsidiary of such Restricted e)); provided, further, that it is understood and agreed, that no Borrower may be designated as an Unrestricted Subsidiary and (y) any no Subsidiary Guarantor may be designated as an Unrestricted Subsidiary) or (iii) any holder of any Indebtedness of such Restricted Subsidiary or any of its subsidiaries has recourse (either through unless it is not required to be a Guarantee, by operation of law or otherwise) Subsidiary Guarantor pursuant to the Borrower or any other Restricted Subsidiaryterms hereof. The designation of any Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an investment Investment by the parent company of such Subsidiary in such Subsidiary and such investment shall be made in reliance on Section 6.04 Borrower therein at the date of designation (with the amount of such investment to be in an amount equal to the net book fair market value of such parent companythe Borrower’s investment or its Restricted Subsidiaries’ (as applicable) Investments therein). The designation of any Unrestricted Subsidiary as a Restricted Subsidiary after the Closing Date shall constitute (A) the making, incurrence or granting, as applicable, at the time of designation of any then-existing Investment, Indebtedness or Liens Lien of such Restricted Subsidiary, and the making as applicable; provided that upon any re-designation of an investment by such any Unrestricted Subsidiary in any investments of such as a Restricted Subsidiary, in each case existing at such time and (B) a return on any investment by the Borrower shall be deemed to continue to have an Investment in Unrestricted Subsidiaries pursuant to the above resulting Restricted Subsidiary in an amount (if positive) equal to (a) the Borrower’s “Investment” in such Restricted Subsidiary at the time of such re-designation, less (b) the portion of the fair market value at of the date net assets of such designation of Restricted Subsidiary attributable to the Borrower’s or its Subsidiary’s, as applicable, investment in equity therein at the time of such Subsidiary (without giving effect to any write downs or write offs thereof). Prior to any designation made in accordance with this Section 5.13, the Borrower shall deliver to the Administrative Agent a certificate of a Responsible Officer certifying that the designation satisfies the applicable conditions set forth in this Section 5.13. No Unrestricted Subsidiary shall be permitted to hold any intellectual property that is material to the business operations of the Borrower and its Subsidiariesre-designation.

Designation of Subsidiaries. The Borrower may at any time after the Closing Date designate any Restricted Subsidiary of the Borrower as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (ai) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing continuing, (ii) the Consolidated Interest Coverage Ratio for the most recently ended four fiscal quarter period for which financial statements have been delivered pursuant to Section 5.01(a) or would immediately result from such designation and (b) immediately after giving effect shall be greater than 2.00 to 1.00 on a Pro Forma Basis (it being understood that, as a condition precedent to the effectiveness of any such designation, the Borrower shall be in compliance with the financial maintenance covenants set forth in Sections 6.11 and 6.12, calculated on a Pro Forma Basis after giving effect to such designation as of the last day of the most recently ended Fiscal Quarter, and the Borrower shall have delivered deliver to the Administrative Agent a certificate of a Responsible Officer setting forth reasonably detailed in reasonable detail the calculations demonstrating compliance with this clause such Consolidated Interest Coverage Ratio), (b). The Borrower iii) no Subsidiary may not designate a Restricted Subsidiary be designated as an Unrestricted Subsidiary if, at the time of such designation (and, thereafter, any Unrestricted Subsidiary shall cease to be or continue as an Unrestricted Subsidiary automatically if) (i) such Restricted Subsidiary or any of its subsidiaries if it is a “restricted subsidiaryRestricted Subsidiary” or a “guarantor” (or for the purpose of any similar designation) for any Material Indebtedness of the Borrower and its Restricted Subsidiaries, (ii) such Restricted Subsidiary or any of its subsidiaries owns any Equity Interests or Indebtedness of, or holds any Lien on any property ofSenior Notes, the Borrower Revolving Credit Agreement, any Additional Senior Secured Indebtedness, any Junior Secured Indebtedness or any other Indebtedness, as applicable, constituting Material Indebtedness, (iv) no Restricted Subsidiary may be designated an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary, (other than v) if a Restricted Subsidiary is being designated as an Unrestricted Subsidiary hereunder, the sum of (xA) any subsidiary the fair market value of assets of such Restricted Subsidiary and as of such date of designation (ythe “Designation Date”), plus (B) any the aggregate fair market value of assets of all Unrestricted Subsidiaries designated as Unrestricted Subsidiaries pursuant to this Section 5.16 prior to the Designation Date (in each case measured as of the date of each such Unrestricted Subsidiary’s designation as an Unrestricted Subsidiary) or (iii) any holder of any Indebtedness shall not exceed $500,000,000 in the aggregate as of such Designation Date pro forma for such designation, and (vi) no Restricted Subsidiary or any shall be a Subsidiary of its subsidiaries has recourse (either through a Guarantee, by operation of law or otherwise) to the Borrower or any other Restricted an Unrestricted Subsidiary. The designation of any Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an investment Investment by the parent company of such Borrower or its applicable Restricted Subsidiary in such Subsidiary and such investment shall be made in reliance on Section 6.04 therein at the date of designation (with the amount of such investment to be in an amount equal to the net book fair market value of the Borrower’s or such parent companyRestricted Subsidiary’s (as applicable) investment therein). The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (Ai) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary, and the making of an investment by such Subsidiary in any investments of such Subsidiary, in each case existing at such time and (Bii) a return on any investment Investment by the Borrower or any of its Restricted Subsidiaries in Unrestricted Subsidiaries pursuant to the above preceding sentence in an amount equal to the lesser of (x) the fair market value at the date of such designation of the Borrower’s or its Restricted Subsidiary’s, ’s (as applicable, investment ) Investment in such Subsidiary and (without giving effect to any write downs or write offs thereof). Prior to any designation y) the amount of Investments made in accordance with this Section 5.13, by the Borrower shall deliver to the Administrative Agent a certificate of a Responsible Officer certifying that the designation satisfies the applicable conditions set forth or its Restricted Subsidiaries in this Section 5.13. No such Unrestricted Subsidiary shall be permitted to hold any intellectual property that is material to from and after the business operations date of the Borrower and its Subsidiariessuch Subsidiary was designated as an Unrestricted Subsidiary.

Designation of Subsidiaries. (a) The board of directors of the Borrower may at any time designate any Restricted Subsidiary formed or acquired after the Closing Date as an Unrestricted Subsidiary or designate (or re-designate, as the case may be) any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (ai) immediately before and after such designation (or re-designation), no Default or Event of Default shall have occurred and be continuing or would immediately result from such designation and (b) immediately including after giving effect to the reclassification of Investments in, Indebtedness of and Liens on, the applicable Restricted Subsidiary or Unrestricted Subsidiary), (ii) after such designation (or re-designation), the Borrower shall would be in pro forma compliance with the financial maintenance covenants covenant set forth in Sections 6.11 and 6.12Section 6.8 (determined as if a Compliance Period is then in existence), calculated on a Pro Forma Basis after giving effect to such designation as of the last day of the most recently ended Fiscal Quarter, and the Borrower shall have delivered to the Administrative Agent a certificate of a Responsible Officer setting forth reasonably detailed calculations demonstrating compliance with this clause (b). The Borrower may not designate a iii) any Restricted Subsidiary previously designated as an Unrestricted Subsidiary ifmay not be re-designated as an Unrestricted Subsidiary, (iv) the status of any such Subsidiary as a Restricted Subsidiary or an Unrestricted Subsidiary shall at all times be the time of such designation same under this Agreement, the Secured Term Loan Documents, the Additional Secured Term Loan Documents, the Refinancing Secured Term Loan Documents, the Unsecured Debt Documents and the documents governing any Qualified Seller Subordinated Debt (and, thereafterin each case, any Permitted Refinancing in respect thereof), (v) no Unrestricted Subsidiary shall cease to be an Unrestricted Subsidiary automatically if) (i) such Restricted Subsidiary or at any of its subsidiaries is a “restricted subsidiary” or a “guarantor” (or time own any similar designation) for any Material Indebtedness Capital Stock of the Borrower and or its Restricted Subsidiaries, (iivi) such Restricted no Unrestricted Subsidiary or shall at any of its subsidiaries owns time hold any Equity Interests or Indebtedness of, or holds any Lien on any property or assets of, the Borrower or any other of its Restricted Subsidiaries, (vii) no Unrestricted Subsidiary (at any time shall have any Indebtedness other than Non-Recourse Debt, (viii) neither the Borrower nor any of its Restricted Subsidiaries has any direct or indirect obligation (x) to subscribe for additional Capital Stock of any subsidiary of such Restricted Unrestricted Subsidiary and or (y) any to maintain or preserve such Unrestricted Subsidiary’s financial condition or to cause such Unrestricted Subsidiary to achieve any specific levels of operating results and (ix) or (iii) any holder of any Indebtedness of such Restricted all Investments in an Unrestricted Subsidiary or any of its subsidiaries has recourse (either through a Guarantee, by operation of law or otherwise) to only may be made if the Borrower or any other Restricted SubsidiaryPayment Conditions are satisfied. The designation of any Subsidiary as an Unrestricted Subsidiary shall constitute an investment Investment by the parent company of such Subsidiary in such Subsidiary and such investment shall be made in reliance on Section 6.04 Borrower therein at the date of designation (with the amount of such investment to be in an amount equal to the net book fair market value as determined by the board of such parent companydirectors of the Borrower in good faith of the Borrower’s investment or its Subsidiary’s (as applicable) Investment therein). The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (A) the incurrence constitute, at the time of designation designation, the incurrence of any Indebtedness or Liens of such Subsidiary, and the making of an investment by such Subsidiary in any investments of such Subsidiary, in each case existing at such time and (B) a return on any investment Investment by the Borrower in Unrestricted Subsidiaries pursuant to the above preceding sentence in an amount equal to the fair market value as determined by the board of directors of the Borrower in good faith at the date of such designation of the Borrower’s or its Subsidiary’s’s (as applicable) Investment in such Subsidiary. The re-designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall be deemed to be the creation of a Restricted Subsidiary for purposes of Section 5.10, and such re-designated Restricted Subsidiary shall be required to comply with the provisions set forth therein (to the extent applicable). (b) Any designation (or re-designation, as the case may be) of a Subsidiary of the Borrower as an Unrestricted Subsidiary will be evidenced to the Administrative Agent by delivery of a certificate from an Authorized Officer of the Borrower to the Administrative Agent (i) attaching a certified copy of a resolution of the board of directors of the Borrower giving effect to such designation, (ii) certifying that such designation (or re-designation, as the case may be) complies with the provisions of this Section 5.18 and was permitted by this Agreement, including Sections 6.1, 6.2 and 6.7, as applicable, investment and (iii) demonstrating in such Subsidiary reasonable detail the calculations required by preceding clause (without giving effect to any write downs or write offs thereofa). Prior to any designation made in accordance with this Section 5.13, the Borrower shall deliver to the Administrative Agent a certificate of a Responsible Officer certifying that the designation satisfies the applicable conditions set forth in this Section 5.13. No Unrestricted Subsidiary shall be permitted to hold any intellectual property that is material to the business operations of the Borrower and its Subsidiaries.

Designation of Subsidiaries. The Borrower may at any time after the Closing Date designate any Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (a) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing or would immediately result from such designation and (b) immediately after giving effect to such designation, the Borrower shall be in compliance with the financial maintenance covenants set forth in Sections 6.11 and 6.12, calculated on a Pro Forma Basis after giving effect to such designation as of the last day of the most recently ended Fiscal Quarter, and the Borrower shall have delivered Subsidiary by delivering to the Administrative Agent a certificate of a Responsible Officer setting specifying such designation and certifying that the conditions to such designation set forth reasonably detailed calculations demonstrating compliance with in this clause Section 6.11 are satisfied; provided that: (a) both immediately before and immediately after any such designation, no Event of Default shall have occurred and be continuing; (b). The Borrower may not designate ) in the case of a designation of a Restricted Subsidiary as an Unrestricted Subsidiary, the pro forma Consolidated Leverage Ratio for the Applicable Reference Period, calculated on a Pro Forma Basis, is no greater than 3.00 to 1.00; (c) in the case of a designation of a Restricted Subsidiary ifas an Unrestricted Subsidiary, at the time each Subsidiary of such Subsidiary has been, or concurrently therewith will be, designated as an Unrestricted Subsidiary in accordance with this Section 6.11; (d) in the case of a designation of a Restricted Subsidiary as an Unrestricted Subsidiary, such Subsidiary shall substantially simultaneously be designated as an “Unrestricted Subsidiary” under the ABL Credit Agreement and the Unsecured Notes Indenture (and, thereafterto the extent applicable, any Unrestricted Subsidiary shall cease to be other agreement governing Permitted Refinancing Indebtedness in respect of the ABL Loans or the Unsecured Notes) and in the case of a designation of an Unrestricted Subsidiary automatically if) (i) as a Restricted Subsidiary, such Restricted Subsidiary or any of its subsidiaries is shall substantially simultaneously be designated as a “restricted subsidiaryRestricted Subsidiary” or a “guarantor” under the ABL Credit Agreement and the Unsecured Notes Indenture (or and, to the extent applicable, any similar designation) for any Material other agreement governing Permitted Refinancing Indebtedness in respect of the Borrower and its Restricted Subsidiaries, (ii) such Restricted Subsidiary ABL Loans or any of its subsidiaries owns any Equity Interests or Indebtedness of, or holds any Lien on any property of, the Borrower or any other Restricted Subsidiary (other than (x) any subsidiary of such Restricted Subsidiary and (y) any Unrestricted Subsidiary) or (iii) any holder of any Indebtedness of such Restricted Subsidiary or any of its subsidiaries has recourse (either through a Guarantee, by operation of law or otherwise) to the Borrower or any other Restricted SubsidiaryUnsecured Notes). The designation of any Restricted Subsidiary as an Unrestricted Subsidiary shall constitute an investment Investment by the parent company of such Subsidiary Borrower in such Subsidiary and such investment shall be made in reliance on Section 6.04 at the date of designation (with the amount of such investment to be in an amount equal to the net book fair market value of such parent companythe Borrower’s investment thereinInvestment therein (as determined reasonably and in good faith by a Responsible Officer). The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (A) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary, and the making of an investment by such Subsidiary in any investments of such Subsidiary, in each case existing at such time and (B) a return on any investment by the Borrower in Unrestricted Subsidiaries pursuant to the above in an amount equal to the fair market value at the date of such designation of the Borrower’s or its Subsidiary’s, as applicable, investment in such Subsidiary (without giving effect to any write downs or write offs thereof). Prior to any designation made in accordance with this Section 5.13, the Borrower shall deliver to the Administrative Agent a certificate of a Responsible Officer certifying that the designation satisfies the applicable conditions set forth in this Section 5.13. No Unrestricted Subsidiary shall be permitted to hold any intellectual property that is material to the business operations of the Borrower and its Subsidiariestime.

Designation of Subsidiaries. The Borrower board of directors of Holdings may at any time designate any Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (ai) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing or would immediately result from such designation and continuing, (bii) immediately after giving effect to such designation, the Borrower Payment Conditions shall be in compliance with the financial maintenance covenants set forth in Sections 6.11 and 6.12have been satisfied, calculated on a Pro Forma Basis after giving effect to such designation as (iii) none of the last day of the most recently ended Fiscal QuarterBorrowers may be designated as an Unrestricted Subsidiary, and the Borrower shall have delivered to the Administrative Agent a certificate of a Responsible Officer setting forth reasonably detailed calculations demonstrating compliance with this clause (b). The Borrower may not designate a iv) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary ifif it was previously designated an Unrestricted Subsidiary, at the time of such designation (and, thereafter, any vi) no Unrestricted Subsidiary shall cease to be an Unrestricted Subsidiary automatically if) (i) such Restricted Subsidiary or own any of its subsidiaries is a “restricted subsidiary” or a “guarantor” (or any similar designation) for any Material Indebtedness of Equity Interests in the Lead Borrower and its Restricted Subsidiaries, (iivii) such Restricted no Unrestricted Subsidiary or shall hold any of its subsidiaries owns any Equity Interests or Indebtedness of, or holds any Lien on any property of, the Lead Borrower or any other and its Restricted Subsidiary Subsidiaries, (other than (xviii) any subsidiary of such Restricted Subsidiary and (y) any Unrestricted Subsidiary) or (iii) any the holder of any Indebtedness of any Unrestricted Subsidiary shall not have any recourse to the Lead Borrower and its Restricted Subsidiaries with respect to such Indebtedness, (ix) no Unrestricted Subsidiary shall be a party to any transaction or arrangement with the Lead Borrower and its Restricted Subsidiary Subsidiaries that would not be permitted by Section 7.09, (x) none of Holdings or any of its subsidiaries has recourse Restricted Subsidiaries shall have any obligation to subscribe for additional Equity Interests of any Unrestricted Subsidiary or to preserve or maintain the financial condition of any Unrestricted Subsidiary, and (either through xi) no Subsidiary may be designated as an Unrestricted Subsidiary unless (A) it is a GuaranteeCFC, by operation or (B) none of law or otherwise) its assets included in the calculation of Borrowing Base immediately prior to the Borrower or any other Restricted such Subsidiary’s being designated as an Unrestricted Subsidiary. The designation of any Subsidiary as an Unrestricted Subsidiary shall constitute an investment Investment by the parent company of such Subsidiary in such Subsidiary Holdings and such investment shall be made in reliance on Section 6.04 its Restricted Subsidiaries therein at the date of designation (with the amount of such investment to be in an amount equal to the net book value of such parent companyHoldings’ or Restricted Subsidiary’s investment (as applicable) Investment therein). The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (A) the incurrence at the time of designation of any Indebtedness or Liens of such Subsidiary, and the making of an investment by such Subsidiary in any investments of such Subsidiary, in each case existing at such time and (B) a return on any investment by the Borrower in Unrestricted Subsidiaries pursuant to the above in an amount equal to the fair market value at the date of such designation of the Borrower’s or its Subsidiary’s, as applicable, investment in such Subsidiary (without giving effect to any write downs or write offs thereof). Prior to any designation made in accordance with this Section 5.13, the Borrower shall deliver to the Administrative Agent a certificate of a Responsible Officer certifying that the designation satisfies the applicable conditions set forth in this Section 5.13. No Unrestricted Subsidiary shall be permitted to hold any intellectual property that is material to the business operations of the Borrower and its Subsidiariestime.

Designation of Subsidiaries. (a) The Borrower may at any time and from time to time designate (or re-designate) any of its direct or indirect Subsidiaries (including any existing Subsidiary and any newly acquired or newly formed Subsidiary) to be an Unrestricted Subsidiary unless such Subsidiary or any of its Subsidiaries owns any Equity Interests or Indebtedness of, or owns or holds any Lien on, any property of, the Borrower or any Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiaryof the Borrower; provided that that, (ai) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing or would immediately result from such designation before and (b) immediately after giving effect to such designation, (ii) the Borrower shall be in compliance with the financial maintenance covenants set forth in Sections 6.11 and 6.12, calculated on a Pro Forma Basis pro forma basis immediately after giving effect to such designation with Article VIII for the Test Period, and (iii) such designation complies with Section 7.5. (b) Borrower may designate (or re-designate) any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that, (i) no Event of Default shall have occurred and be continuing immediately before and immediately after giving effect to such designation and (ii) Borrower shall be in compliance on a pro forma basis immediately after giving effect to such designation with Article VIII for the Test Period; provided further that, Indebtedness and Investments of the applicable Subsidiary and any Liens encumbering its property, in each case, existing as of the last day time of such designation shall be deemed incurred or established, as applicable, at the most recently ended Fiscal Quartertime of such designation. (c) For purposes of designating any Restricted Subsidiary as an Unrestricted Subsidiary, all outstanding Investments by the Borrower and its Restricted Subsidiaries (except to the extent repaid) in the Subsidiary so designated will be deemed to be Investments in an amount determined as set forth in the definition of Investment. (d) Any such designation by the Borrower shall have delivered be notified by the Borrower to the Administrative Agent by promptly delivering to the Administrative Agent a certificate of a Responsible Officer setting forth reasonably detailed calculations demonstrating compliance an authorized officer of the Borrower certifying that such designation complies with the foregoing provisions of this clause Section 6.17, whereupon such designation shall be immediately effective. (b). The Borrower e) Notwithstanding anything herein to the contrary, (i) if any Restricted Subsidiary owns or holds any Material Intellectual Property, such Restricted Subsidiary may not designate a Restricted Subsidiary be designated as an Unrestricted Subsidiary ifand (ii) neither the Borrower nor any of its Restricted Subsidiaries shall make any Investment consisting of, at the time of such designation (andor otherwise Dispose of, thereafterany Material Intellectual Property to, any Unrestricted Subsidiary shall cease to be an Unrestricted Subsidiary automatically if) (i) such Restricted Subsidiary or any of its subsidiaries is a “restricted subsidiary” or a “guarantor” (or any similar designation) for any Material Indebtedness of the Borrower and its Restricted Subsidiaries, (ii) such Restricted Subsidiary or any of its subsidiaries owns any Equity Interests or Indebtedness of, or holds any Lien on any property of, the Borrower or any other Restricted Subsidiary (other than (x) any subsidiary of such Restricted Subsidiary and (y) any Unrestricted Subsidiary) or (iii) any holder of any Indebtedness of such Restricted Subsidiary or any of its subsidiaries has recourse (either through a Guarantee, by operation of law or otherwise) to the Borrower or any other Restricted Subsidiary. The designation of any Subsidiary as an Unrestricted Subsidiary shall constitute an investment by the parent company of such Subsidiary in such Subsidiary and such investment shall be made in reliance on Section 6.04 at the date of designation (with the amount of such investment to be in an amount equal to the net book value of such parent company’s investment therein). The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (A) the incurrence at the time of designation of any Indebtedness or Liens of such Subsidiary, and the making of an investment by such Subsidiary in any investments of such Subsidiary, in each case existing at such time and (B) a return on any investment by the Borrower in Unrestricted Subsidiaries pursuant to the above in an amount equal to the fair market value at the date of such designation of the Borrower’s or its Subsidiary’s, as applicable, investment in such Subsidiary (without giving effect to any write downs or write offs thereof). Prior to any designation made in accordance with this Section 5.13, the Borrower shall deliver to the Administrative Agent a certificate of a Responsible Officer certifying that the designation satisfies the applicable conditions set forth in this Section 5.13. No Unrestricted Subsidiary shall be permitted to hold any intellectual property that is material to the business operations of the Borrower and its Subsidiaries.

Designation of Subsidiaries. The Borrower may at any time designate any Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (a) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing exist immediately prior or would immediately result from such designation and (b) immediately after giving effect to such designation, ; (b) the Borrower shall have delivered to the Administrative Agent a Pro Forma Compliance Certificate demonstrating that after giving effect to such designation on a Pro Forma Basis, the Loan Parties would be in compliance with the financial maintenance covenants set forth in Sections 6.11 and 6.12, calculated on a Pro Forma Basis after giving effect to such designation Article VI measured as of the last day of the most recently ended Fiscal Quarter, and the Borrower shall Quarter for which financial statements are required to have been delivered to the Administrative Agent a certificate of a Responsible Officer setting forth reasonably detailed calculations demonstrating compliance with this clause hereunder; (b). The Borrower may not designate a c) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if, at the time of such designation (and, thereafter, any Unrestricted Subsidiary shall cease to be an Unrestricted Subsidiary automatically if) (i) if such Restricted Subsidiary or any of its subsidiaries is a “restricted subsidiary” or a “guarantor” Subsidiaries (or any similar designationi) for any Material Indebtedness of the Borrower and its Restricted Subsidiaries, (ii) such Restricted Subsidiary or any of its subsidiaries owns any Equity Interests equity interests or Indebtedness of, or owns or holds any Lien on Liens on, any property of, the Borrower of Holdings or any other Restricted Subsidiary or (ii) Guarantees any Indebtedness of Holdings or any Restricted Subsidiary (other than after giving effect to the release of the Guarantee of the Obligations by such Subsidiary in connection with the designation of such Subsidiary as an Unrestricted Subsidiary); (xd) any subsidiary of Unrestricted Subsidiary that has been re-designated as a Restricted Subsidiary may not subsequently be re-designated as an Unrestricted Subsidiary; and (e) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary unless concurrent with such designation such Restricted Subsidiary and is designated as an “unrestricted subsidiary” (y) any Unrestricted Subsidiary) or (iii) any holder of any Indebtedness of such Restricted Subsidiary or any of its subsidiaries has recourse (either through a Guarantee, by operation of law or otherwise) otherwise not be subject to the Borrower or covenants) under any other Restricted SubsidiaryIndebtedness. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary shall constitute an investment Investment (which must be an Investment permitted pursuant to Section 7.4) by its direct parent (whether the parent company of such Subsidiary Borrower or a Restricted Subsidiary) in such Subsidiary and such investment shall be made in reliance on Section 6.04 at the date of such designation (with the amount of such investment to be in an amount equal to the net book value outstanding amount of all Investments by Holdings, the Borrower and its Restricted Subsidiaries in such parent company’s investment therein)Subsidiary on such date. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (Ai) the incurrence at on the time date of such designation of any Investment, Indebtedness or Liens of such Subsidiary, and the making of an investment by Subsidiary existing on such Subsidiary in any investments of such Subsidiary, in each case existing at such time date and (Bii) for purposes of calculating the outstanding amount of Investments by Holdings, the Borrower and its Restricted Subsidiaries in all Unrestricted Subsidiaries, a return on any investment all Investments by Holdings, the Borrower and its Restricted Subsidiaries in Unrestricted Subsidiaries pursuant to the above such Subsidiary in an amount equal to the fair market value at outstanding amount of all such Investments in such Subsidiary on the date of such designation of the Borrower’s or its Subsidiary’s, as applicable, investment in such designation. If at any time any Unrestricted Subsidiary (without giving effect to i) owns any write downs equity interests or write offs thereof). Prior to Indebtedness of, or owns or holds any designation made in accordance with this Section 5.13Liens on, any property of Holdings, the Borrower shall deliver or any Restricted Subsidiary, (ii) Guarantees any Indebtedness of Holdings, the Borrower or any Restricted Subsidiary or (iii) ceases to be an “unrestricted subsidiary” (or otherwise becomes subject to the Administrative Agent covenants) under any Indebtedness, then the Borrower shall, concurrent therewith, re-designate such Unrestricted Subsidiary as a certificate Restricted Subsidiary. Notwithstanding any of the definitions or covenants contained in this Agreement to the contrary, Holdings and the Borrower will not, and will not permit any Restricted Subsidiary to, consummate any transaction that results in the transfer (whether by way of any Restricted Payment, Investment, or any sale, conveyance, transfer, or other disposition, or a designation of a Responsible Officer certifying that Subsidiary as an Unrestricted Subsidiary or of an Unrestricted Subsidiary as a Subsidiary, and whether in a single transaction or a series of related transactions) of material intellectual property rights (including patents, trademarks, service marks, tradenames, copyrights, proprietary leasing records and systems and other intellectual property) from Holdings, the designation satisfies Borrower or any Restricted Subsidiary to any Unrestricted Subsidiary. Except as expressly set forth herein, Unrestricted Subsidiaries will not be subject to any of the applicable conditions covenants set forth in this Section 5.13Agreement. No Unrestricted Subsidiary shall be permitted to hold any intellectual property that is material to the business operations of FINANCIAL COVENANTS Holdings and the Borrower covenant and its Subsidiaries.agree that so long as any Lender has a Commitment hereunder or the principal of or interest on or any Loan remains unpaid or any fee or any LC Disbursement remains unpaid or any Letter of Credit remains outstanding:

Designation of Subsidiaries. The Borrower may at any time after the Closing Date designate any Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that that, (ai) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing or would immediately result from such designation and continuing, (bii) immediately after giving effect to such designation, on a pro forma basis, the Borrower shall be and its Restricted Subsidiaries are in compliance with the financial maintenance covenants set forth in Sections 6.11 and 6.12Financial Covenant, calculated on a Pro Forma Basis after giving effect to measuring clause (a) of the Total Net Leverage Ratio as of the date of such designation and otherwise re- computing such covenant as of the last day of the most recently ended Fiscal QuarterQuarter for which financial statements shall have been delivered pursuant to Section 5.1(a) or 5.1(b) (or, and if the Borrower shall have delivered to provided the Administrative Agent a certificate of a Responsible Officer setting forth reasonably detailed calculations demonstrating compliance with this clause (b). The Borrower may not designate a Restricted Subsidiary as an Unrestricted Subsidiary if, at the time of such designation (and, thereafter, any Unrestricted Subsidiary shall cease to be an Unrestricted Subsidiary automatically if) (i) such Restricted Subsidiary or any of its subsidiaries is a “restricted subsidiary” or a “guarantor” (or any similar designation) monthly financial statements for any Material Indebtedness of the Borrower and its Restricted Subsidiaries, re-computing such covenants as of the last day of the most recently ended twelve month period) as if such designation was in effect on the first day of the relevant period for testing compliance, (iiiii) such an Unrestricted Subsidiary that has subsequently been designated as a Restricted Subsidiary cannot be redesignated as an Unrestricted Subsidiary, (iv) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purposes of any Permitted Acquisition Debt, Permitted Ratio Debt, Incremental Equivalent Debt or Credit Agreement Refinancing Indebtedness, and (v) no Unrestricted Subsidiary may own any of its subsidiaries owns any Equity Interests Capital Stock or Indebtedness of, or holds hold any Lien on any property of, the Borrower or any other Restricted Subsidiary (other than (x) any subsidiary of such Restricted Subsidiary and (y) any Unrestricted Subsidiary) or (iii) any holder of any Indebtedness of such Restricted Subsidiary or any of its subsidiaries has recourse (either through a Guarantee, by operation of law or otherwise) to the Borrower or any other Restricted SubsidiaryBorrower. The designation of any Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an investment Investment by the parent company of such Subsidiary in such Subsidiary and such investment shall be made in reliance on Section 6.04 Borrower therein at the date of designation (with the amount of such investment to be in an amount equal to the net book fair market value as determined in good faith by the Borrower of such parent companythe Borrower’s investment or any applicable Subsidiary’s Investment therein). The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (Ai) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary, and the making of an investment by such Subsidiary in any investments of such Subsidiary, in each case existing at such time and (Bii) a return on any investment Investment by the Borrower in Unrestricted Subsidiaries pursuant to the above preceding sentence in an amount equal to the fair market value as determined in good faith by the Borrower at the date of such designation of such return. Notwithstanding the Borrower’s or its Subsidiary’s, as applicable, investment in such Subsidiary (without giving effect to any write downs or write offs thereof). Prior to any designation made in accordance with this Section 5.13foregoing, the Borrower shall deliver to the Administrative Agent a certificate of a Responsible Officer certifying will not designate any Restricted Subsidiary that the designation satisfies the applicable conditions set forth in this Section 5.13. No owns Material IP as an Unrestricted Subsidiary shall be permitted to hold any intellectual property that is material to the business operations of the Borrower and its SubsidiariesSubsidiary.

Designation of Subsidiaries. The Borrower may at any time designate any Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (a) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing exist immediately prior or would immediately result from such designation and (b) immediately after giving effect to such designation, ; (b) the Borrower shall have delivered to the Administrative Agent a Pro Forma Compliance Certificate demonstrating that after giving effect to such designation on a Pro Forma Basis, the Loan Parties would be in compliance with the financial maintenance covenants set forth in Sections 6.11 and 6.12, calculated on a Pro Forma Basis after giving effect to such designation Article VI measured as of the last day of the most recently ended Fiscal Quarter, and the Borrower shall Quarter for which financial statements are required to have been delivered to the Administrative Agent a certificate of a Responsible Officer setting forth reasonably detailed calculations demonstrating compliance with this clause hereunder; (b). The Borrower may not designate a c) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if, at the time of such designation (and, thereafter, any Unrestricted Subsidiary shall cease to be an Unrestricted Subsidiary automatically if) (i) if such Restricted Subsidiary or any of its subsidiaries is a “restricted subsidiary” or a “guarantor” Subsidiaries (or any similar designationi) for any Material Indebtedness of the Borrower and its Restricted Subsidiaries, (ii) such Restricted Subsidiary or any of its subsidiaries owns any Equity Interests equity interests or Indebtedness of, or owns or holds any Lien on Liens on, any property of, the Borrower of Holdings or any other Restricted Subsidiary or (ii) Guarantees any Indebtedness of Holdings or any Restricted Subsidiary (other than after giving effect to the release of the Guarantee of the Obligations by such Subsidiary in connection with the designation of such Subsidiary as an Unrestricted Subsidiary); (xd) any subsidiary of Unrestricted Subsidiary that has been re-designated as a Restricted Subsidiary may not subsequently be re-designated as an Unrestricted Subsidiary; and (e) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary unless concurrent with such designation such Restricted Subsidiary and is designated as an “unrestricted subsidiary” (y) any Unrestricted Subsidiary) or (iii) any holder of any Indebtedness of such Restricted Subsidiary or any of its subsidiaries has recourse (either through a Guarantee, by operation of law or otherwise) otherwise not be subject to the Borrower or covenants) under any other Restricted SubsidiaryIndebtedness. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary shall constitute an investment Investment (which must be an Investment permitted pursuant to Section 7.4) by its direct parent (whether the parent company of such Subsidiary Borrower or a Restricted Subsidiary) in such Subsidiary and such investment shall be made in reliance on Section 6.04 at the date of such designation (with the amount of such investment to be in an amount equal to the net book value outstanding amount of all Investments by Holdings, the Borrower and its Restricted Subsidiaries in such parent company’s investment therein)Subsidiary on such date. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (Ai) the incurrence at on the time date of such designation of any Investment, Indebtedness or Liens of such Subsidiary, and the making of an investment by Subsidiary existing on such Subsidiary in any investments of such Subsidiary, in each case existing at such time date and (Bii) for purposes of calculating the outstanding amount of Investments by Holdings, the Borrower and its Restricted Subsidiaries in all Unrestricted Subsidiaries, a return on any investment all Investments by Holdings, the Borrower and its Restricted Subsidiaries in Unrestricted Subsidiaries pursuant to the above such Subsidiary in an amount equal to the fair market value at outstanding amount of all such Investments in such Subsidiary on the date of such designation of the Borrower’s or its Subsidiary’s, as applicable, investment in such designation. If at any time any Unrestricted Subsidiary (without giving effect to i) owns any write downs equity interests or write offs thereof). Prior to Indebtedness of, or owns or holds any designation made in accordance with this Section 5.13Liens on, any property of Holdings, the Borrower shall deliver or any Restricted Subsidiary, (ii) Guarantees any Indebtedness of Holdings, the Borrower or any Restricted Subsidiary or (iii) ceases to be an “unrestricted subsidiary” (or otherwise becomes subject to the Administrative Agent covenants) under any Indebtedness, then the Borrower shall, concurrent therewith, re-designate such Unrestricted Subsidiary as a certificate Restricted Subsidiary. Notwithstanding any of the definitions or covenants contained in this Agreement to the contrary, Holdings and the Borrower will not, and will not permit any Restricted Subsidiary to, consummate any transaction that results in the transfer (whether by way of any Restricted Payment, Investment, or any sale, conveyance, transfer, or other disposition, or a designation of a Responsible Officer certifying that Subsidiary as an Unrestricted Subsidiary or of an Unrestricted Subsidiary as a Subsidiary, and whether in a single transaction or a series of related transactions) of material intellectual property rights (including patents, trademarks, service marks, tradenames, copyrights, proprietary leasing records and systems and other intellectual property) from Holdings, the designation satisfies Borrower or any Restricted Subsidiary to any Unrestricted Subsidiary. Except as expressly set forth herein, Unrestricted Subsidiaries will not be subject to any of the applicable conditions covenants set forth in this Section 5.13. No Unrestricted Subsidiary shall be permitted to hold any intellectual property that is material to the business operations of the Borrower and its SubsidiariesAgreement.

Designation of Subsidiaries. (a) The Borrower may at any time after the Effective Date designate any Restricted Subsidiary of the Borrower as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (ai) immediately before and after such designationdesignation on a pro forma basis, no Default or Event of Default shall have occurred and be continuing or would immediately result from such designation and continuing, (bii) immediately after giving effect to such designation, the Borrower shall be in compliance with the financial maintenance covenants set forth in Sections 6.11 and 6.12, calculated on a Pro Forma Basis after giving effect to such designation Financial Performance Covenants as of the last day of the most recently ended Fiscal Quarterrecent period in respect of which financial statements shall have been required to be delivered pursuant to Section 5.01(a) or (b) (or if prior to the first time such financial statements are so required to be delivered, as of the last day of the most recent period for which financial statements of the Borrower and its Restricted Subsidiaries are available) (it being understood that as a condition precedent to the effectiveness of any such designation, the Borrower shall have delivered deliver to the Administrative Agent a certificate of a Responsible Financial Officer setting forth reasonably detailed in reasonable detail the calculations demonstrating compliance with this clause such compliance) and (b). The Borrower iii) no Subsidiary may not designate a Restricted Subsidiary be designated as an Unrestricted Subsidiary if, at the time of such designation (and, thereafter, any Unrestricted Subsidiary shall cease to be or continue as an Unrestricted Subsidiary automatically ifif (A) (i) such Restricted Subsidiary or any of its subsidiaries it is a “restricted subsidiaryRestricted Subsidiary” or a “guarantor” (or for the purpose of any similar designation) for any Material other Indebtedness of Holdings or the Borrower and its Restricted Subsidiaries, or (iiB) such Restricted Subsidiary or any of its subsidiaries owns any Equity Interests or Indebtedness of, or holds any Lien on any property of, the Borrower or any other Restricted Subsidiary provides any Guarantee or credit support of any kind, including any undertaking, Guarantee, indemnity, agreement or instrument that would constitute Indebtedness (other than (xthe pledge of Equity Interests of Unrestricted Subsidiaries) of any subsidiary Indebtedness of such Restricted Unrestricted Subsidiary and (y) or is directly or indirectly liable on such Indebtedness, as a guarantor or otherwise or any Indebtedness of such Unrestricted Subsidiary) Subsidiary contains a default that would permit, upon notice, lapse of time or (iii) both, any holder of any Indebtedness of such Restricted Subsidiary or any of its subsidiaries has recourse (either through a Guarantee, by operation of law or otherwise) to the Borrower or any Restricted Subsidiary to declare a default under such other Restricted SubsidiaryIndebtedness or cause the payment thereof to be accelerated or payable prior to its stated maturity. The designation of any Subsidiary as an Unrestricted Subsidiary after the Effective Date shall constitute an investment Investment by the parent company of such Subsidiary in such Subsidiary and such investment shall be made in reliance on Section 6.04 Borrower therein at the date of designation (with the amount of such investment to be in an amount equal to the net book value of such parent companythe Borrower’s or its Subsidiary’s (as applicable) investment therein). The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (Ai) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary, and the making of an investment by such Subsidiary in any investments of such Subsidiary, in each case existing at such time and (Bii) to the extent not otherwise increasing the Available Amount, a return on any investment Investment by the Borrower in Unrestricted Subsidiaries pursuant to the above preceding sentence in an amount equal to the fair market value Fair Market Value at the date of such designation of the Borrower’s or its Subsidiary’s, ’s (as applicable) Investment in such Subsidiary. (b) If, investment at any time, a Restricted Subsidiary would fail to meet the requirements set forth in the definition of “Qualified Restricted Subsidiary”, it will thereafter cease to be a Qualified Restricted Subsidiary for purposes of this Agreement and any Indebtedness of such Subsidiary will be deemed to be incurred by a Restricted Subsidiary that is not a Qualified Restricted Subsidiary as of such date and, if such Indebtedness is not permitted to be incurred as of such date under Section 6.01, the Borrower will be in default of such covenant. The Chief Executive Officer or Chief Financial Officer of the Borrower may at any time designate any Restricted Subsidiary not to be a Qualified Restricted Subsidiary; provided that such designation will be deemed to be an incurrence of Indebtedness by such Restricted Subsidiary of any outstanding Indebtedness of such Restricted Subsidiary, and such designation will only be permitted if (1) such Indebtedness is permitted under Section 6.01 and (2) no Default or Event of Default would be in existence upon or following such designation. In the event (x) a Restricted Subsidiary fails to meet the requirements to be a Qualified Restricted Subsidiary or (y) the Chief Executive Officer or Chief Financial Officer designates a Qualified Restricted Subsidiary not to be a Restricted Subsidiary, then all Investments in such Subsidiary (without giving effect since the Effective Date shall be deemed to any write downs or write offs thereofbe an incurrence under Section 6.04(xv) and to consequently reduce amounts available under Section 5.15(a)(iv), the proviso to Section 6.04(i) and Section 6.04(xv). Prior to any designation made in accordance with this Section 5.13, the The Borrower shall deliver to the Administrative Agent a certificate of a Responsible Financial Officer certifying setting forth any such designation as a condition precedent to such designation. (c) Except to the extent restricted pursuant to any Permitted Payment Restrictions, the Borrower shall, and shall cause each Restricted Subsidiary to, cause each Qualified Restricted Subsidiary to declare and pay regular monthly, quarterly, semiannual or annual dividends or distributions to the holders of its Equity Interests in an amount equal to substantially all of the available cash flow of such Qualified Restricted Subsidiary for such period as determined in good faith by the Board of Directors of such Qualified Restricted Subsidiary, subject to fiduciary duties applicable to such Board of Directors and such ordinary and customary reserves and other amounts as, in the good faith judgment of such individuals, may be necessary so that the designation satisfies the applicable conditions set forth in this Section 5.13. No Unrestricted business of such Qualified Restricted Subsidiary shall may be permitted to hold any intellectual property that is material to the business operations properly and advantageously conducted at all times, including amounts for operations, Capital Expenditures and debt service of the Borrower and its Subsidiariessuch Qualified Restricted Subsidiary.

Designation of Subsidiaries. (a) The Borrower Sponsor may at any time designate any Restricted Subsidiary acquired or formed after the Effective Date as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (a) no Unmatured Credit Event or Credit Event shall exist immediately before and after such designation, no Default prior or Event of Default shall have occurred and be continuing or would immediately result from such designation and (b) immediately after giving effect to such designation; (b) the Sponsor shall have delivered to the Servicer a Pro Forma Compliance Certificate demonstrating that after giving effect to such designation on a Pro Forma Basis, the Borrower shall Credit Parties would be in compliance with the financial maintenance covenants set forth in Sections 6.11 and 6.12, calculated on a Pro Forma Basis after giving effect to such designation Article VII measured as of the last day of the most recently ended Fiscal Quarter, and the Borrower shall Quarter for which financial statements are required to have been delivered to the Administrative Agent a certificate of a Responsible Officer setting forth reasonably detailed calculations demonstrating compliance with this clause hereunder; (b). The Borrower may not designate a c) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if, at the time of such designation (and, thereafter, any Unrestricted Subsidiary shall cease to be an Unrestricted Subsidiary automatically if) (i) if such Restricted Subsidiary or any of its subsidiaries is a “restricted subsidiary” or a “guarantor” Subsidiaries (or any similar designationi) for any Material Indebtedness of the Borrower and its Restricted Subsidiaries, (ii) such Restricted Subsidiary or any of its subsidiaries owns any Equity Interests equity interests or Indebtedness of, or owns or holds any Lien on Liens on, any property of, the Borrower of Holdings or any other Restricted Subsidiary or (ii) Guarantees any Indebtedness of Holdings or any Restricted Subsidiary (other than after giving effect to the release of the Guarantee of the Guaranteed Obligations by such Subsidiary in connection with the designation of such Subsidiary as an Unrestricted Subsidiary); (xd) any subsidiary of Unrestricted Subsidiary that has been re-designated as a Restricted Subsidiary may not subsequently be re-designated as an Unrestricted Subsidiary; and (e) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary unless concurrent with such designation such Restricted Subsidiary and is designated as an “unrestricted subsidiary” (y) any Unrestricted Subsidiary) or (iii) any holder of any Indebtedness of such Restricted Subsidiary or any of its subsidiaries has recourse (either through a Guarantee, by operation of law or otherwise) otherwise not be subject to the Borrower or covenants) under any other Restricted Subsidiary. Indebtedness. (b) The designation of any Restricted Subsidiary as an Unrestricted Subsidiary shall constitute an investment Investment (which must be an Investment permitted pursuant to Section 8.4) by its direct parent (whether the parent company of such Subsidiary Sponsor or a Restricted Subsidiary) in such Subsidiary and such investment shall be made in reliance on Section 6.04 at the date of such designation (with the amount of such investment to be in an amount equal to the net book value outstanding amount of all Investments by Holdings, the Sponsor and its Restricted Subsidiaries in such parent company’s investment therein). Subsidiary on such date. (c) The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (Ai) the incurrence at on the time date of such designation of any Investment, Indebtedness or Liens of such Subsidiary, and the making of an investment by Subsidiary existing on such Subsidiary in any investments of such Subsidiary, in each case existing at such time date and (Bii) for purposes of calculating the outstanding amount of Investments by Holdings, the Sponsor and its Restricted Subsidiaries in all Unrestricted Subsidiaries, a return on any investment all Investments by Holdings, the Borrower Sponsor and its Restricted Subsidiaries in Unrestricted Subsidiaries pursuant to the above such Subsidiary in an amount equal to the fair market value at outstanding amount of all such Investments in such Subsidiary on the date of such designation. (d) If at any time any Unrestricted Subsidiary (i) owns any equity interests or Indebtedness of, or owns or holds any Liens on, any property of Holdings, the Sponsor or any Restricted Subsidiary, (ii) Guarantees any Indebtedness of Holdings, the Sponsor or any Restricted Subsidiary or (iii) ceases to be an “unrestricted subsidiary” (or otherwise becomes subject to the covenants) under any Indebtedness, then the Servicer shall, concurrent therewith, re-designate such Unrestricted Subsidiary as a Restricted Subsidiary. Notwithstanding any of the definitions or covenants contained in this Agreement to the contrary, Holdings and the Sponsor will not, and will not permit any Restricted Subsidiary to, consummate any transaction that results in the transfer (whether by way of any Restricted Payment, Investment, or any sale, conveyance, transfer, or other disposition, or a designation of a Subsidiary as an Unrestricted Subsidiary or of an Unrestricted Subsidiary as a Subsidiary, and whether in a single transaction or a series of related transactions) of material intellectual property rights (including patents, trademarks, service marks, tradenames, copyrights, proprietary leasing records and systems and other intellectual property) from Holdings, the Borrower’s Sponsor or its Subsidiary’s, as applicable, investment in such any Restricted Subsidiary (without giving effect to any write downs or write offs thereof)Unrestricted Subsidiary. Prior Except as expressly set forth herein, Unrestricted Subsidiaries will not be subject to any designation made in accordance with this Section 5.13, of the Borrower shall deliver to the Administrative Agent a certificate of a Responsible Officer certifying that the designation satisfies the applicable conditions covenants set forth in this Section 5.13. No Unrestricted Subsidiary shall be permitted to hold any intellectual property that is material to the business operations of the Borrower and its SubsidiariesAgreement.

Designation of Subsidiaries. The Parent Borrower may at any time after the ThirdFifth Amendment Effective Date designate any Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (ai) immediately before and after such designation, designation no Default or Event of Default shall have occurred and be continuing continuing, (ii) the status of any such Subsidiary as a Restricted Subsidiary or would immediately result from such designation an Unrestricted Subsidiary shall at all times be the same under this Agreement, any Credit Agreement Refinancing Indebtedness, any Permitted Incremental Indebtedness, any Indebtedness evidenced by Junior Debt Documents and any Permitted Refinancing Indebtedness of any of the foregoing, (biii) no Unrestricted Subsidiary or any of its Subsidiaries shall own any Capital Stock or Indebtedness of, or own or hold any Lien on any property of, the Parent Borrower or any Restricted Subsidiary that is not a Subsidiary of the Subsidiary to be so designated, (iv) the Parent Borrower, immediately after giving effect to such designation, the Borrower shall would be in pro forma compliance with the financial maintenance covenants Financial Covenant set forth in Sections 6.11 and 6.12, calculated on a Pro Forma Basis after giving effect to such designation as of the last day of Section 7.06 for the most recently ended Fiscal QuarterTesting Period for which financial statements have been delivered pursuant to Section 6.01(a) or (b), as applicable, whether or not then in effect, (v) no Restricted Subsidiary may be designated an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary and (vi) the Parent Borrower shall have delivered to the Administrative Agent a certificate executed by an Authorized Officer of a Responsible Officer setting forth reasonably detailed calculations demonstrating the Parent Borrower certifying compliance with the applicable requirements of this clause (b). The Borrower may not designate a Restricted Subsidiary as an Unrestricted Subsidiary if, at the time of such designation (and, thereafter, any Unrestricted Subsidiary shall cease to be an Unrestricted Subsidiary automatically if) (i) such Restricted Subsidiary or any of its subsidiaries is a “restricted subsidiary” or a “guarantor” (or any similar designation) for any Material Indebtedness of the Borrower and its Restricted Subsidiaries, (ii) such Restricted Subsidiary or any of its subsidiaries owns any Equity Interests or Indebtedness of, or holds any Lien on any property of, the Borrower or any other Restricted Subsidiary (other than (x) any subsidiary of such Restricted Subsidiary and (y) any Unrestricted Subsidiary) or (iii) any holder of any Indebtedness of such Restricted Subsidiary or any of its subsidiaries has recourse (either through a Guarantee, by operation of law or otherwise) to the Borrower or any other Restricted SubsidiarySection 6.13. The designation of any Subsidiary as an Unrestricted Subsidiary shall constitute an investment Investment by the parent company of such Subsidiary in such Subsidiary and such investment shall be made in reliance on Section 6.04 Parent Borrower therein at the date of designation (with the amount of such investment to be in an amount equal to the net book value Fair Market Value of such parent companythe Parent Borrower’s investment Investment therein); provided that in no event shall any return on any Investment by the Parent Borrower in an Unrestricted Subsidiary be duplicative of any return that increases the Available Amount pursuant to the definition thereof. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (A) the incurrence at the time of designation of any Indebtedness Indebtedness, Liens or Liens Investments of such Subsidiary, and the making of an investment by such Subsidiary in any investments of such Subsidiary, in each case existing at such time time. Notwithstanding anything herein to the contrary in this Section 6.13, (i) if any Restricted Subsidiary owns or holds any Material Intellectual Property, no such Restricted Subsidiary may be designated as an Unrestricted Subsidiary, (ii) neither the Parent Borrower nor any of its Restricted Subsidiaries shall make any Investment in, Restricted Payment to, or transfer or assignment to, any Unrestricted Subsidiary that, in any case, is in the form of Material Intellectual Property (other than (A) non-exclusive licenses, sublicenses or cross-licenses and (B) a return on any investment by the Borrower in Unrestricted Subsidiaries pursuant to the above in an amount equal to the fair market value at the date intercompany transfers or assignments of such designation Material Intellectual Property that does not effectively result in the transfer of the Borrower’s or its Subsidiary’s, as applicable, investment in beneficial ownership of such Subsidiary Material Intellectual Property) and (without giving effect to any write downs or write offs thereof). Prior to any designation made in accordance with this Section 5.13, the Borrower shall deliver to the Administrative Agent a certificate of a Responsible Officer certifying that the designation satisfies the applicable conditions set forth in this Section 5.13. No iii) no Unrestricted Subsidiary shall be permitted to own or hold any intellectual property that is material to the business operations of the Borrower and its Subsidiariessuch Material Intellectual Property.

Designation of Subsidiaries. The Parent Borrower may at any time after the Closing Date designate any Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (ai) immediately before and after such designation, designation no Default or Event of Default shall have occurred and be continuing continuing, (ii) the status of any such Subsidiary as a Restricted Subsidiary or would immediately result from an Unrestricted Subsidiary shall at all times be the same under this Agreement, any Credit Agreement Refinancing Indebtedness, any Permitted Incremental Indebtedness and any Junior Debt Documents, (iii) no such designation and (b) immediately after giving effect to such designationSubsidiary or any of its Subsidiaries shall own any Capital Stock or Indebtedness of, or own or hold any Lien on any property of, the Parent Borrower shall or any Restricted Subsidiary that is not a Subsidiary of the Subsidiary to be so designated, (iv) the Parent Borrower would be in pro forma compliance with the financial maintenance covenants Financial Covenant set forth in Sections 6.11 and 6.12, calculated on a Pro Forma Basis after giving effect to such designation as of the last day of Section 7.06 for the most recently ended Fiscal QuarterTesting Period for which financial statements have been delivered pursuant to Section 6.01(a) or (b), as applicable, whether or not then in effect, (v) no Restricted Subsidiary may be designated an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary and (vi) the Parent Borrower shall have delivered to the Administrative Agent a certificate executed by an Authorized Officer of a Responsible Officer setting forth reasonably detailed calculations demonstrating the Parent Borrower, certifying compliance with the applicable requirements of this clause (b). The Borrower may not designate a Restricted Subsidiary as an Unrestricted Subsidiary if, at the time of such designation (and, thereafter, any Unrestricted Subsidiary shall cease to be an Unrestricted Subsidiary automatically if) (i) such Restricted Subsidiary or any of its subsidiaries is a “restricted subsidiary” or a “guarantor” (or any similar designation) for any Material Indebtedness of the Borrower and its Restricted Subsidiaries, (ii) such Restricted Subsidiary or any of its subsidiaries owns any Equity Interests or Indebtedness of, or holds any Lien on any property of, the Borrower or any other Restricted Subsidiary (other than (x) any subsidiary of such Restricted Subsidiary and (y) any Unrestricted Subsidiary) or (iii) any holder of any Indebtedness of such Restricted Subsidiary or any of its subsidiaries has recourse (either through a Guarantee, by operation of law or otherwise) to the Borrower or any other Restricted SubsidiarySection 6.13. The designation of any Subsidiary as an Unrestricted Subsidiary shall constitute an investment Investment by the parent company of such Subsidiary in such Subsidiary and such investment shall be made in reliance on Section 6.04 Parent Borrower therein at the date of designation (with the amount of such investment to be in an amount equal to the net book value Fair Market Value of such parent companythe Parent Borrower’s investment Investment therein); provided, in no event shall any return on any Investment by the Parent Borrower in an Unrestricted Subsidiary be duplicative of any return that increases the Available Amount pursuant to the definition thereof. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (A) the incurrence at the time of designation of any Indebtedness Indebtedness, Liens or Liens Investments of such Subsidiary, and the making of an investment by such Subsidiary in any investments of such Subsidiary, in each case existing at such time and (B) a return on any investment by the Borrower in Unrestricted Subsidiaries pursuant to the above in an amount equal to the fair market value at the date of such designation of the Borrower’s or its Subsidiary’s, as applicable, investment in such Subsidiary (without giving effect to any write downs or write offs thereof). Prior to any designation made in accordance with this Section 5.13, the Borrower shall deliver to the Administrative Agent a certificate of a Responsible Officer certifying that the designation satisfies the applicable conditions set forth in this Section 5.13. No Unrestricted Subsidiary shall be permitted to hold any intellectual property that is material to the business operations of the Borrower and its Subsidiariestime.

Designation of Subsidiaries. (a) The Borrower may at any time after the Effective Date designate any Restricted Subsidiary of the Borrower as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (ai) immediately before and after such designationdesignation on a Pro Forma Basis, no Default or Event of Default shall have occurred and be continuing or would immediately result from such designation and continuing, (bii) immediately after giving effect to such designation, the Borrower shall be in compliance with the financial maintenance covenants set forth in Sections 6.11 and 6.12compliance, calculated on a Pro Forma Basis after giving effect Basis, with the Financial Performance Covenant assuming that the Financial Performance Covenant is applicable (it being understood that as a condition precedent to the effectiveness of any such designation as of the last day of the most recently ended Fiscal Quarterdesignation, and the Borrower shall have delivered deliver to the Administrative Agent a certificate of a Responsible Financial Officer setting forth reasonably detailed in reasonable detail the calculations demonstrating compliance with this clause such compliance), (b). The Borrower iii) no Subsidiary may not designate a Restricted Subsidiary be designated as an Unrestricted Subsidiary if, at the time of such designation (and, thereafter, any Unrestricted Subsidiary shall cease to be or continue as an Unrestricted Subsidiary automatically if) if (i) such Restricted Subsidiary or any of its subsidiaries it is a “restricted subsidiaryRestricted Subsidiary” or a “guarantor” (for the purpose of the Senior Subordinated Notes or any similar designation) for any Material other Indebtedness of Holdings or the Borrower and its Restricted Subsidiaries, or (ii) such Restricted Subsidiary or any of its subsidiaries owns any Equity Interests or Indebtedness of, or holds any Lien on any property of, the Borrower or any other Restricted Subsidiary provides any Guarantee or credit support of any kind, including any undertaking, Guarantee, indemnity, agreement or instrument that would constitute Indebtedness (other than (xthe pledge of Equity Interests of Unrestricted Subsidiaries) of any subsidiary Indebtedness of such Restricted Unrestricted Subsidiary and (y) or is directly or indirectly liable on such Indebtedness, as a guarantor or otherwise or any Indebtedness of such Unrestricted Subsidiary) Subsidiary contains a default that would permit, upon notice, lapse of time or (iii) both, any holder of any Indebtedness of such Restricted Subsidiary or any of its subsidiaries has recourse (either through a Guarantee, by operation of law or otherwise) to the Borrower or any Restricted Subsidiary to declare a default under such other Indebtedness or cause the payment thereof to be accelerated or payable prior to its stated maturity, (iv) no Restricted Subsidiary may be designated an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary and (v) if a Restricted Subsidiary is being designated as an Unrestricted Subsidiary hereunder, the sum of (A) the assets of such Subsidiary as of such date of designation (the “Designation Date”), as set forth on such Subsidiary’s most recent balance sheet, plus (B) the aggregate amount of assets of all Unrestricted Subsidiaries designated as Unrestricted Subsidiaries pursuant to this Section 5.15(a) prior to the Designation Date (in each case measured as of the date of each such Unrestricted Subsidiary’s designation as an Unrestricted Subsidiary), together with the amount of all Investments outstanding pursuant to the proviso to Section 6.04(vi) and Section 6.04(xvi), as of the Designation Date shall not exceed 15.0% of the Total Assets as of the Designation Date on a pro forma basis for such designation. The designation of any Subsidiary as an Unrestricted Subsidiary after the Effective Date shall constitute an investment Investment by the parent company of such Subsidiary in such Subsidiary and such investment shall be made in reliance on Section 6.04 Borrower therein at the date of designation (with the amount of such investment to be in an amount equal to the net book value of such parent companythe Borrower’s or its Subsidiary’s (as applicable) investment therein). The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (Ai) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary, and the making of an investment by such Subsidiary in any investments of such Subsidiary, in each case existing at such time and (Bii) a return on any investment Investment by the Borrower in Unrestricted Subsidiaries pursuant to the above preceding sentence in an amount equal to the fair market value Fair Market Value at the date of such designation of the Borrower’s or its Subsidiary’s, ’s (as applicable) Investment in such Subsidiary. (b) If, investment at any time, a Restricted Subsidiary would fail to meet the requirements set forth in the definition of “Qualified Restricted Subsidiary”, it will thereafter cease to be a Qualified Restricted Subsidiary for purposes of this Agreement and any Indebtedness of such Subsidiary will be deemed to be incurred by a Restricted Subsidiary that is not a Qualified Restricted Subsidiary as of such date and, if such Indebtedness is not permitted to be incurred as of such date under Section 6.01 the Borrower will be in default of such covenant. The Board of Directors of the Borrower may at any time designate any Restricted Subsidiary not to be a Qualified Restricted Subsidiary; provided that such designation will be deemed to be an incurrence of Indebtedness by such Restricted Subsidiary of any outstanding Indebtedness of such Restricted Subsidiary, and such designation will only be permitted if (1) such Indebtedness is permitted under Section 6.01 and (2) no Default or Event of Default would be in existence following such designation. In the event (x) a Restricted Subsidiary fails to meet the requirements to be a Qualified Restricted Subsidiary or (y) the Board of Directors designates a Qualified Restricted Subsidiary not to be a Restricted Subsidiary, then all Investments in such Subsidiary (without giving effect since the Effective Date shall be deemed to any write downs or write offs thereofbe an incurrence under Section 6.04(xvi) and to consequently reduce amounts available under Section 5.15(a)(v), the proviso to Section 6.04(vi) and Section 6.04(xvi). Prior to any designation made in accordance with this Section 5.13, the The Borrower shall deliver to the Administrative Agent a certificate of a Responsible Financial Officer certifying that the setting forth any such designation satisfies the applicable conditions set forth in this Section 5.13. No Unrestricted Subsidiary shall be permitted as a condition precedent to hold any intellectual property that is material to the business operations of the Borrower and its Subsidiariessuch designation.

Designation of Subsidiaries. (a) The Borrower may at any time after the Effective Date designate any Restricted Subsidiary of the Borrower as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (ai) immediately before and after such designationdesignation on a Pro Forma Basis, no Default or Event of Default shall have occurred and be continuing or would immediately result from such designation and continuing, (bii) immediately after giving effect to such designation, the Borrower shall be in compliance with the financial maintenance covenants set forth in Sections 6.11 and 6.12compliance, calculated on a Pro Forma Basis after giving effect Basis, with the Financial Performance Covenant assuming that the Financial Performance Covenant is applicable (it being understood that as a condition precedent to the effectiveness of any such designation as of the last day of the most recently ended Fiscal Quarterdesignation, and the Borrower shall have delivered deliver to the Administrative Agent a certificate of a Responsible Financial Officer setting forth reasonably detailed in reasonable detail the calculations demonstrating compliance with this clause such compliance), (b). The Borrower iii) no Subsidiary may not designate a Restricted Subsidiary be designated as an Unrestricted Subsidiary if, at the time of such designation (and, thereafter, any Unrestricted Subsidiary shall cease to be or continue as an Unrestricted Subsidiary automatically if) if (i) such Restricted Subsidiary or any of its subsidiaries it is a “restricted subsidiaryRestricted Subsidiary” or a “guarantor” (for the purpose of the Senior Subordinated Notes or any similar designation) for any Material other Indebtedness of Holdings or the Borrower and its Restricted Subsidiaries, or (ii) such Restricted Subsidiary or any of its subsidiaries owns any Equity Interests or Indebtedness of, or holds any Lien on any property of, the Borrower or any other Restricted Subsidiary provides any Guarantee or credit support of any kind, including any undertaking, Guarantee, indemnity, agreement or instrument that would constitute Indebtedness (other than (xthe pledge of Equity Interests of Unrestricted Subsidiaries) of any subsidiary Indebtedness of such Restricted Unrestricted Subsidiary and (y) or is directly or indirectly liable on such Indebtedness, as a guarantor or otherwise or any Indebtedness of such Unrestricted Subsidiary) Subsidiary contains a default that would permit, upon notice, lapse of time or (iii) both, any holder of any Indebtedness of such Restricted Subsidiary or any of its subsidiaries has recourse (either through a Guarantee, by operation of law or otherwise) to the Borrower or any Restricted Subsidiary to declare a default under such other Indebtedness or cause the payment thereof to be accelerated or payable prior to its stated maturity, (iv) no Restricted Subsidiary may be designated an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary and (v) if a Restricted Subsidiary is being designated as an Unrestricted Subsidiary hereunder, the sum of (A) the assets of such Subsidiary as of such date of designation (the “Designation Date”), as set forth on such Subsidiary’s most recent balance sheet, plus (B) the aggregate amount of assets of all Unrestricted Subsidiaries designated as Unrestricted Subsidiaries pursuant to this Section 5.15(a) prior to the Designation Date (in each case measured as of the date of each such Unrestricted Subsidiary’s designation as an Unrestricted Subsidiary), together with the amount of all Investments outstanding pursuant to the proviso to Section 6.04(vi) and Section 6.04(xvi), as of the Designation Date shall not exceed 15.0% of the Total Assets as of the Designation Date on a pro forma basis for such designation. The designation of any Subsidiary as an Unrestricted Subsidiary after the Effective Date shall constitute an investment Investment by the parent company of such Subsidiary in such Subsidiary and such investment shall be made in reliance on Section 6.04 Borrower therein at the date of designation (with the amount of such investment to be in an amount equal to the net book value of such parent companythe Borrower’s or its Subsidiary’s (as applicable) investment therein). The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (Ai) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary, and the making of an investment by such Subsidiary in any investments of such Subsidiary, in each case existing at such time and (Bii) a return on any investment Investment by the Borrower in Unrestricted Subsidiaries pursuant to the above preceding sentence in an amount equal to the fair market value Fair Market Value at the date of such designation of the Borrower’s or its Subsidiary’s, ’s (as applicable) Investment in such Subsidiary. (b) If, investment at any time, a Restricted Subsidiary would fail to meet the requirements set forth in the definition of “Qualified Restricted Subsidiary”, it will thereafter cease to be a Qualified Restricted Subsidiary for purposes of this Agreement and any Indebtedness of such Subsidiary will be deemed to be incurred by a Restricted Subsidiary that is not a Qualified Restricted Subsidiary as of such date and, if such Indebtedness is not permitted to be incurred as of such date under Section 6.01 the Borrower will be in default of such covenant. The Board of Directors of the Borrower may at any time designate any Restricted Subsidiary not to be a Qualified Restricted Subsidiary; provided that such designation will be deemed to be an incurrence of Indebtedness by such Restricted Subsidiary of any outstanding Indebtedness of such Restricted Subsidiary, and such designation will only be permitted if (1) such Indebtedness is permitted under Section 6.01 and (2) no Default or Event of Default would be in existence following such designation. In the event (x) a Restricted Subsidiary fails to meet the requirements to be a Qualified Restricted Subsidiary or (y) the Board of Directors designates a Qualified Restricted Subsidiary not to be a Restricted Subsidiary, then all Investments in such Subsidiary (without giving effect since the Effective Date shall be deemed to any write downs or write offs thereofbe an incurrence under Section 6.04(xvi) and to consequently reduce amounts available under Section 5.15(a)(v). Prior to any designation made in accordance with this Section 5.13, the proviso to Section 6.04(vi) and Section 6.04(xvi) . The Borrower shall deliver to the Administrative Agent a certificate of a Responsible Financial Officer certifying that the setting forth any such designation satisfies the applicable conditions set forth in this Section 5.13. No Unrestricted Subsidiary shall be permitted as a condition precedent to hold any intellectual property that is material to the business operations of the Borrower and its Subsidiariessuch designation.

Designation of Subsidiaries. The Parent Borrower may at any time after the Third Amendment Effective Date designate any Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (ai) immediately before and after such designation, designation no Default or Event of Default shall have occurred and be continuing continuing, (ii) the status of any such Subsidiary as a Restricted Subsidiary or would immediately result from such designation an Unrestricted Subsidiary shall at all times be the same under this Agreement, any Credit Agreement Refinancing Indebtedness, any Permitted Incremental Indebtedness, any Indebtedness evidenced by Junior Debt Documents and any Permitted Refinancing Indebtedness of any of the foregoing, (biii) no Unrestricted Subsidiary or any of its Subsidiaries shall own any Capital Stock or Indebtedness of, or own or hold any Lien on any property of, the Parent Borrower or any Restricted Subsidiary that is not a Subsidiary of the Subsidiary to be so designated, (iv) the Parent Borrower, immediately after giving effect to such designation, the Borrower shall would be in pro forma compliance with the financial maintenance covenants Financial Covenant set forth in Sections 6.11 and 6.12, calculated on a Pro Forma Basis after giving effect to such designation as of the last day of Section 7.06 for the most recently ended Fiscal QuarterTesting Period for which financial statements have been delivered pursuant to Section 6.01(a) or (b), as applicable, whether or not then in effect, (v) no Restricted Subsidiary may be designated an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary and (vi) the Parent Borrower shall have delivered to the Administrative Agent a certificate executed by an Authorized Officer of a Responsible Officer setting forth reasonably detailed calculations demonstrating the Parent Borrower certifying compliance with the applicable requirements of this clause (b). The Borrower may not designate a Restricted Subsidiary as an Unrestricted Subsidiary if, at the time of such designation (and, thereafter, any Unrestricted Subsidiary shall cease to be an Unrestricted Subsidiary automatically if) (i) such Restricted Subsidiary or any of its subsidiaries is a “restricted subsidiary” or a “guarantor” (or any similar designation) for any Material Indebtedness of the Borrower and its Restricted Subsidiaries, (ii) such Restricted Subsidiary or any of its subsidiaries owns any Equity Interests or Indebtedness of, or holds any Lien on any property of, the Borrower or any other Restricted Subsidiary (other than (x) any subsidiary of such Restricted Subsidiary and (y) any Unrestricted Subsidiary) or (iii) any holder of any Indebtedness of such Restricted Subsidiary or any of its subsidiaries has recourse (either through a Guarantee, by operation of law or otherwise) to the Borrower or any other Restricted SubsidiarySection 6.13. The designation of any Subsidiary as an Unrestricted Subsidiary shall constitute an investment Investment by the parent company of such Subsidiary in such Subsidiary and such investment shall be made in reliance on Section 6.04 Parent Borrower therein at the date of designation (with the amount of such investment to be in an amount equal to the net book value Fair Market Value of such parent companythe Parent Borrower’s investment Investment therein); provided that in no event shall any return on any Investment by the Parent Borrower in an Unrestricted Subsidiary be duplicative of any return that increases the Available Amount pursuant to the definition thereof. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (A) the incurrence at the time of designation of any Indebtedness Indebtedness, Liens or Liens Investments of such Subsidiary, and the making of an investment by such Subsidiary in any investments of such Subsidiary, in each case existing at such time and (B) a return on any investment by the Borrower in Unrestricted Subsidiaries pursuant to the above in an amount equal to the fair market value at the date of such designation of the Borrower’s or its Subsidiary’s, as applicable, investment in such Subsidiary (without giving effect to any write downs or write offs thereof). Prior to any designation made in accordance with this Section 5.13, the Borrower shall deliver to the Administrative Agent a certificate of a Responsible Officer certifying that the designation satisfies the applicable conditions set forth in this Section 5.13. No Unrestricted Subsidiary shall be permitted to hold any intellectual property that is material to the business operations of the Borrower and its Subsidiariestime.

Designation of Subsidiaries. The Parent Borrower may at any time designate any Restricted Subsidiary as to be an Unrestricted Subsidiary if that designation would not cause a Default or any Unrestricted Subsidiary Event of Default (and so long as a Restricted Subsidiary; provided that (a) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing or would immediately result from such designation and (b) immediately after giving effect to such designation, is then continuing); provided that the Borrower shall be in compliance with the financial maintenance covenants set forth in Sections 6.11 and 6.12, calculated on a Pro Forma Basis after giving effect to such designation as of the last day of the most recently ended Fiscal Quarter, and the Borrower shall have delivered to the Administrative Agent a certificate of a Responsible Officer setting forth reasonably detailed calculations demonstrating compliance with this clause (b). The Parent Borrower may not designate a Restricted Subsidiary as an Unrestricted Subsidiary if, at the time of such designation (and, thereafter, any Unrestricted Subsidiary shall cease to be an Unrestricted Subsidiary automatically if) (i) such Restricted Subsidiary or any of its subsidiaries is a “restricted subsidiary” or a “guarantor” (or any similar designation) for any Material Indebtedness of the Borrower and its Restricted Subsidiaries, (ii) such Restricted Subsidiary or any of its subsidiaries if it owns any Equity Interests or Indebtedness of, or owns or holds a Lien on, any Lien on any property of, assets of the Parent Borrower or any other Restricted Subsidiary (other than the Subsidiary to be so designated) and after giving pro forma effect to such designation, the Parent Borrower would have been in compliance with Section 7.06 as of the last day of the Measurement Period most recently then ended. If, at any time, any Unrestricted Subsidiary would fail to meet the preceding requirements as an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of this Agreement and any Indebtedness, Liens or Investments of such Subsidiary will be deemed to be incurred by a Restricted Subsidiary of the Parent Borrower as of such date and, if such Indebtedness, Liens or Investments is not permitted to be incurred as of such date under the terms of this Agreement, the Parent Borrower will be in default of such covenant. The Parent Borrower may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of the Parent Borrower; provided that such designation will be deemed to be an incurrence of Indebtedness, Liens and Investments by a Restricted Subsidiary of the Parent Borrower of any outstanding Indebtedness of such Unrestricted Subsidiary, and such designation will only be permitted if (x) any subsidiary such Indebtedness, Liens and Investments are permitted under the terms of this Agreement, calculated on a pro forma basis as if such Restricted Subsidiary designation had occurred at the beginning of the applicable Measurement Period and (y) any Unrestricted Subsidiaryno Default or Event of Default would be in existence following such designation. ARTICLE VII Negative Covenants Until the Commitments have expired or terminated and the principal of and interest on each Loan and all fees payable hereunder have been paid in full, and all Letters of Credit have expired or terminated (or have been cash collateralized or backstopped on terms reasonably satisfactory to each applicable Issuing Lender) or and all LC Disbursements shall have been reimbursed, each Obligor (iiias applicable) any holder of any Indebtedness of such Restricted Subsidiary or any of its subsidiaries has recourse (either through a Guarantee, by operation of law or otherwise) to the Borrower or any other Restricted Subsidiary. The designation of any Subsidiary as an Unrestricted Subsidiary shall constitute an investment by the parent company of such Subsidiary in such Subsidiary covenants and such investment shall be made in reliance on Section 6.04 at the date of designation (agrees with the amount of such investment to be in an amount equal to the net book value of such parent company’s investment therein). The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (A) the incurrence at the time of designation of any Indebtedness or Liens of such Subsidiary, and the making of an investment by such Subsidiary in any investments of such Subsidiary, in each case existing at such time and (B) a return on any investment by the Borrower in Unrestricted Subsidiaries pursuant to the above in an amount equal to the fair market value at the date of such designation of the Borrower’s or its Subsidiary’s, as applicable, investment in such Subsidiary (without giving effect to any write downs or write offs thereof). Prior to any designation made in accordance with this Section 5.13, the Borrower shall deliver to the Administrative Agent a certificate of a Responsible Officer certifying that the designation satisfies the applicable conditions set forth in this Section 5.13. No Unrestricted Subsidiary shall be permitted to hold any intellectual property that is material to the business operations of the Borrower and its Subsidiaries.Lenders that: SECTION

Designation of Subsidiaries. (a) The board of directors of the Borrower may at any time designate any Restricted Subsidiary formed or acquired after the Closing Date as an Unrestricted Subsidiary or designate (or re-designate, as the case may be) any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (ai) immediately before and after such designation (or re-designation), no Default or Event of Default shall have occurred and be continuing or would immediately result from such designation and (b) immediately including after giving effect to the reclassification of Investments in, Indebtedness of and Liens on, the applicable Restricted Subsidiary or Unrestricted Subsidiary), (ii) after such designation (or re-designation), the Borrower shall would be in pro forma compliance with the financial maintenance covenants covenant set forth in Sections 6.11 and 6.12Section 6.8, calculated on a Pro Forma Basis after giving effect to such designation as of the last day of the most recently ended Fiscal Quarter, and the Borrower shall have delivered to the Administrative Agent a certificate of a Responsible Officer setting forth reasonably detailed calculations demonstrating compliance with this clause (b). The Borrower may not designate a iii) any Restricted Subsidiary previously designated as an Unrestricted Subsidiary ifmay not be re-designated as an Unrestricted Subsidiary, (iv) the status of any such Subsidiary as a Restricted Subsidiary or an Unrestricted Subsidiary shall at all times be the time of such designation same under this Agreement, the ABL Loan Documents, the Additional Secured Term Loan Documents, the Unsecured Debt Documents and the documents governing any Qualified Seller Subordinated Debt (and, thereafterin each case, any Permitted Refinancing in respect thereof), (v) no Unrestricted Subsidiary shall cease to be an Unrestricted Subsidiary automatically if) (i) such Restricted Subsidiary or at any of its subsidiaries is a “restricted subsidiary” or a “guarantor” (or time own any similar designation) for any Material Indebtedness Capital Stock of the Borrower and or its Restricted Subsidiaries, (iivi) such Restricted no Unrestricted Subsidiary or shall at any of its subsidiaries owns time hold any Equity Interests or Indebtedness of, or holds any Lien on any property or assets of, the Borrower or any other of its Restricted Subsidiaries, (vii) no Unrestricted Subsidiary (at any time shall have any Indebtedness other than Non-Recourse Debt, (viii) neither the Borrower nor any of its Restricted Subsidiaries has any direct or indirect obligation (x) to subscribe for additional Capital Stock of any subsidiary of such Restricted Unrestricted Subsidiary and or (y) any to maintain or preserve such Unrestricted Subsidiary) ’s financial condition or (iii) to cause such Unrestricted Subsidiary to achieve any holder specific levels of any Indebtedness of such Restricted Subsidiary or any of its subsidiaries has recourse (either through a Guarantee, by operation of law or otherwise) to the Borrower or any other Restricted Subsidiaryoperating results. The designation of any Subsidiary as an Unrestricted Subsidiary shall constitute an investment Investment by the parent company of such Subsidiary in such Subsidiary and such investment shall be made in reliance on Section 6.04 Borrower therein at the date of designation (with the amount of such investment to be in an amount equal to the net book fair market value as determined by the board of such parent companydirectors of the Borrower in good faith of the Borrower’s investment or its Subsidiary’s (as applicable) Investment therein). The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (A) the incurrence constitute, at the time of designation designation, the incurrence of any Indebtedness or Liens of such Subsidiary, and the making of an investment by such Subsidiary in any investments of such Subsidiary, in each case existing at such time and (B) a return on any investment Investment by the Borrower in Unrestricted Subsidiaries pursuant to the above preceding sentence in an amount equal to the fair market value as determined by the board of directors of the Borrower in good faith at the date of such designation of the Borrower’s or its Subsidiary’s’s (as applicable) Investment in such Subsidiary. The re-designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall be deemed to be the creation of a Restricted Subsidiary for purposes of Section 5.10, and such re-designated Restricted Subsidiary shall be required to comply with the provisions set forth therein (to the extent applicable). (b) Any designation (or re-designation, as the case may be) of a Subsidiary of the Borrower as an Unrestricted Subsidiary will be evidenced to the Administrative Agent by delivery of a certificate from an Authorized Officer of the Borrower to the Administrative Agent (i) attaching a certified copy of a resolution of the board of directors of the Borrower giving effect to such designation, (ii) certifying that such designation (or re-designation, as the case may be) complies with the provisions of this Section 5.18 and was permitted by this Agreement, including Sections 6.1, 6.2 and 6.7, as applicable, investment and (iii) demonstrating in such Subsidiary reasonable detail the calculations required by preceding clause (without giving effect to any write downs or write offs thereofa). Prior to any designation made in accordance with this Section 5.13, the Borrower shall deliver to the Administrative Agent a certificate of a Responsible Officer certifying that the designation satisfies the applicable conditions set forth in this Section 5.13. No Unrestricted Subsidiary shall be permitted to hold any intellectual property that is material to the business operations of the Borrower and its Subsidiaries.

Designation of Subsidiaries. The Borrower Representative may at any time designate or re-designate (x) solely prior to the Third Amendment Effective Date, any Restricted Subsidiary as an Unrestricted a Designated Real Estate Subsidiary (a “Real Estate Subsidiary Designation”) or (y) at any Unrestricted time after the Third Amendment Effective Date, any Designated Real Estate Subsidiary as a Restricted SubsidiaryLoan Party (a “Subsidiary Redesignation”); provided that (ai) immediately before and after such designationReal Estate Subsidiary Designation or Subsidiary Redesignation, no Default or Event of Default shall have occurred and be continuing or would immediately result from such designation and continuing, (bii) immediately after giving pro forma effect to such designationReal Estate Subsidiary Designation or Subsidiary Redesignation, (x) the Borrower shall be Representative is in pro forma compliance with the financial maintenance covenants set forth in Sections 6.11 and 6.12, calculated on 6.13 and 6.14 and (y) the Line Cap exceeds the aggregate amount of Revolving Credit Exposure, (iii) no Borrower or Guarantor may be designated as a Pro Forma Basis after giving effect to such designation Designated Real Estate Subsidiary and no Designated Real Estate Subsidiary may own any Floor Plan Unit at any location where any Eligible Floor Plan Unit is located, (iv) no Subsidiary may be designated as a Designated Real Estate Subsidiary if it is a “Subsidiary” for any other Indebtedness, (v) as of the last day most recent date of designation thereof, no Designated Real Estate Subsidiary shall own any Equity Interests in any Borrower or any Guarantor or hold any Indebtedness of, or Lien on any property of any Borrower or any Guarantor, (vi) the holder of any Indebtedness of any Designated Real Estate Subsidiary shall not have any recourse to any Borrower or any Guarantor with respect to such Indebtedness and (vii) no Subsidiary may be designated as a Designated Real Estate Subsidiary if, as of the date of such designation (w) it holds any material franchise or framework agreement or other material agreement with any Manufacturer relating to any Eligible Floor Plan Unit, (x) the Consolidated Total Assets of the Subsidiary being designated, together with the Consolidated Total Assets of all other Designated Real Estate Subsidiaries of Pubco Guarantor, exceeds 25% of Consolidated Total Assets of Pubco Guarantor and its Subsidiaries (including its Designated Real Estate Subsidiaries), in each case for the Test Period most recently ended Fiscal Quarterfor which financial statements have been delivered pursuant to Section 4.01 or Section 5.08 or (y) it holds any Material Intellectual Property. The designation of any Subsidiary as a Designated Real Estate Subsidiary shall constitute an Investment by the applicable Loan Parties therein at the date of such designation in an amount equal to the portion of the fair market value of the net assets of such Subsidiary (and such designation shall only be permitted to the extent such Investment is permitted under Section 6.02). As of the date of any designation, and the Borrower Representative shall have delivered to the Administrative Agent a an officer’s certificate of executed by a Responsible Officer setting forth reasonably detailed calculations demonstrating compliance with this clause (b). The Borrower may not designate a Restricted Subsidiary as an Unrestricted Subsidiary if, at the time of such designation (and, thereafter, any Unrestricted Subsidiary shall cease to be an Unrestricted Subsidiary automatically if) (i) such Restricted Subsidiary or any of its subsidiaries is a “restricted subsidiary” or a “guarantor” (or any similar designation) for any Material Indebtedness of the Borrower and its Restricted Subsidiaries, (ii) such Restricted Subsidiary or any of its subsidiaries owns any Equity Interests or Indebtedness of, or holds any Lien on any property of, the Borrower or any other Restricted Subsidiary (other than (x) any subsidiary of such Restricted Subsidiary and (y) any Unrestricted Subsidiary) or (iii) any holder of any Indebtedness of such Restricted Subsidiary or any of its subsidiaries has recourse (either through a Guarantee, by operation of law or otherwise) to the Borrower or any other Restricted Subsidiary. The designation of any Subsidiary as an Unrestricted Subsidiary shall constitute an investment by the parent company of such Subsidiary in such Subsidiary and such investment shall be made in reliance on Section 6.04 at the date of designation (Representative certifying compliance with the amount requirements of such investment to be in an amount equal to the net book value of such parent company’s investment therein). The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (A) the incurrence at the time of designation of any Indebtedness or Liens of such Subsidiary, and the making of an investment by such Subsidiary in any investments of such Subsidiary, in each case existing at such time and (B) a return on any investment by the Borrower in Unrestricted Subsidiaries pursuant to the above in an amount equal to the fair market value at the date of such designation of the Borrower’s or its Subsidiary’s, as applicable, investment in such Subsidiary (without giving effect to any write downs or write offs thereof). Prior to any designation made in accordance with this Section 5.135.22, including the Borrower shall deliver calculation to demonstrate compliance with the Administrative Agent a certificate of a Responsible Officer certifying that the designation satisfies the applicable conditions financial covenants set forth in this Section 5.13Sections 6.12, 6.13 and 6.14. No Unrestricted Subsidiary shall be permitted to hold any intellectual property that is material to the business operations As of the Borrower and its SubsidiariesClosingThird Amendment Effective Date, the Persons listed on Schedule 5.22 attached hereto are each a Designated Real Estate Subsidiary.

Designation of Subsidiaries. The Borrower may at any time after the Closing Date designate any Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (a) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing or would immediately result from such designation and (b) immediately after giving effect to such designation, the Borrower shall be in compliance with the financial maintenance covenants set forth in Sections 6.11 and 6.12, calculated on a Pro Forma Basis after giving effect to such designation as of the last day of the most recently ended Fiscal Quarter, and the Borrower shall have delivered Subsidiary by delivering to the Administrative Agent a certificate of a Responsible Officer setting specifying such designation and certifying that the conditions to such designation set forth reasonably detailed calculations demonstrating compliance with in this clause Section 6.11 are satisfied; provided that: (a) both immediately before and immediately after any such designation, no Event of Default shall have occurred and be continuing; (b). The Borrower may not designate ) in the case of a designation of a Restricted Subsidiary as an Unrestricted Subsidiary, the pro forma Consolidated Leverage Ratio for the Applicable Reference Period, calculated on a Pro Forma Basis, is no greater than 3.00 to 1.00; (c) in the case of a designation of a Restricted Subsidiary ifas an Unrestricted Subsidiary, at the time each Subsidiary of such Subsidiary has been, or concurrently therewith will be, designated as an Unrestricted Subsidiary in accordance with this Section 6.11; (d) in the case of a designation of a Restricted Subsidiary as an Unrestricted Subsidiary, such Subsidiary shall substantially simultaneously be designated as an “Unrestricted Subsidiary” under the Term Loan Credit Agreement and the Unsecured Notes Indenture (and, thereafterto the extent applicable, any Unrestricted Subsidiary shall cease to be other agreement governing Permitted Refinancing Indebtedness in respect of the Term Loans or the Unsecured Notes) and in the case of a designation of an Unrestricted Subsidiary automatically if) (i) as a Restricted Subsidiary, such Restricted Subsidiary or any of its subsidiaries is shall substantially simultaneously be designated as a “restricted subsidiaryRestricted Subsidiary” or a “guarantor” under the Term Loan Credit Agreement and the Unsecured Notes Indenture (or and, to the extent applicable, any similar designation) for any Material other agreement governing Permitted Refinancing Indebtedness in respect of the Borrower and its Restricted Subsidiaries, (ii) such Restricted Subsidiary Term Loans or any of its subsidiaries owns any Equity Interests or Indebtedness of, or holds any Lien on any property of, the Borrower or any other Restricted Subsidiary (other than (x) any subsidiary of such Restricted Subsidiary and (y) any Unrestricted Subsidiary) or (iii) any holder of any Indebtedness of such Restricted Subsidiary or any of its subsidiaries has recourse (either through a Guarantee, by operation of law or otherwise) to the Borrower or any other Restricted SubsidiaryUnsecured Notes). The designation of any Restricted Subsidiary as an Unrestricted Subsidiary shall constitute an investment Investment by the parent company of such Subsidiary Borrower in such Subsidiary and such investment shall be made in reliance on Section 6.04 at the date of designation (with the amount of such investment to be in an amount equal to the net book fair market value of such parent companythe Borrower’s investment thereinInvestment therein (as determined reasonably and in good faith by a Responsible Officer). The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (A) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary, and the making of an investment by such Subsidiary in any investments of such Subsidiary, in each case existing at such time and (B) a return on any investment by the Borrower in Unrestricted Subsidiaries pursuant to the above in an amount equal to the fair market value at the date of such designation of the Borrower’s or its Subsidiary’s, as applicable, investment in such Subsidiary (without giving effect to any write downs or write offs thereof). Prior to any designation made in accordance with this Section 5.13, the Borrower shall deliver to the Administrative Agent a certificate of a Responsible Officer certifying that the designation satisfies the applicable conditions set forth in this Section 5.13. No Unrestricted Subsidiary shall be permitted to hold any intellectual property that is material to the business operations of the Borrower and its Subsidiariestime.

Designation of Subsidiaries. The (A) On or after the Fourth Amendment and Restatement Date, Borrower may at any time and from time to time designate (or re-designate) any of its direct or indirect Subsidiaries (including any existing Subsidiary and any newly acquired or newly formed Subsidiary) to be an Unrestricted Subsidiary unless such Subsidiary or any of its Subsidiaries owns any Equity Interests or Indebtedness of, or owns or holds any Lien on, any property of, Borrower or any Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiaryof Borrower; provided that that, (ai) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing or would immediately result from such designation before and (b) immediately after giving effect to such designation, the (ii) Borrower shall be in compliance with the financial maintenance covenants set forth in Sections 6.11 and 6.12, calculated on a Pro Forma forma Basis immediately after giving effect to such designation with Subsection 4.1, and (iii) such designation complies with Subsection 3.3(N). (B) Borrower may designate (or re-designate) any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that, (i) no Event of Default shall have occurred and be continuing immediately before and immediately after giving effect to such designation and (ii) Borrower shall be in compliance on a Pro forma Basis immediately after giving effect to such designation with Subsection 4.1; provided further that, any Indebtedness of the applicable Subsidiary and any Liens encumbering its property existing as of the last day time of such designation shall be deemed incurred or established, as applicable, at the most recently ended Fiscal Quartertime of such designation. (C) For the avoidance of doubt, and for purposes of designating any Restricted Subsidiary as an Unrestricted Subsidiary, all outstanding Investments by the Borrower and its Restricted Subsidiaries (except to the extent repaid) in the Subsidiary so designated will be deemed to be Investments in an amount determined as set forth in the definition of Investment. (D) Any such designation by Borrower shall have delivered be notified by Borrower to the Administrative Agent by promptly delivering to the Administrative Agent a certificate of a Responsible Officer setting forth reasonably detailed calculations demonstrating compliance with this clause (b). The an authorized officer of Borrower may not designate a Restricted Subsidiary as an Unrestricted Subsidiary if, at the time of certifying that such designation (andcomplies with the foregoing provisions of this Subsection 2.11, thereafter, any Unrestricted Subsidiary shall cease to be an Unrestricted Subsidiary automatically if) (i) whereupon such Restricted Subsidiary or any of its subsidiaries is a “restricted subsidiary” or a “guarantor” (or any similar designation) for any Material Indebtedness of the Borrower and its Restricted Subsidiaries, (ii) such Restricted Subsidiary or any of its subsidiaries owns any Equity Interests or Indebtedness of, or holds any Lien on any property of, the Borrower or any other Restricted Subsidiary (other than (x) any subsidiary of such Restricted Subsidiary and (y) any Unrestricted Subsidiary) or (iii) any holder of any Indebtedness of such Restricted Subsidiary or any of its subsidiaries has recourse (either through a Guarantee, by operation of law or otherwise) to the Borrower or any other Restricted Subsidiary. The designation of any Subsidiary as an Unrestricted Subsidiary shall constitute an investment by the parent company of such Subsidiary in such Subsidiary and such investment shall be made in reliance on Section 6.04 at the date of designation (with the amount of such investment to be in an amount equal to the net book value of such parent company’s investment therein). The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (A) the incurrence at the time of designation of any Indebtedness or Liens of such Subsidiary, and the making of an investment by such Subsidiary in any investments of such Subsidiary, in each case existing at such time and (B) a return on any investment by the Borrower in Unrestricted Subsidiaries pursuant to the above in an amount equal to the fair market value at the date of such designation of the Borrower’s or its Subsidiary’s, as applicable, investment in such Subsidiary (without giving effect to any write downs or write offs thereof). Prior to any designation made in accordance with this Section 5.13, the Borrower shall deliver to the Administrative Agent a certificate of a Responsible Officer certifying that the designation satisfies the applicable conditions set forth in this Section 5.13. No Unrestricted Subsidiary shall be permitted to hold any intellectual property that is material to the business operations of the Borrower and its Subsidiariesimmediately effective.

Designation of Subsidiaries. The Borrower may at any time after the Original Closing Date designate any Restricted Subsidiary of the Borrower as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (ai) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing or would immediately result from such designation and continuing, (bii) other than for purposes of designating a Restricted Subsidiary as an Unrestricted Subsidiary that is a Securitization Subsidiary in connection with the establishment of a Qualified Securitization Financing, immediately after giving effect to such designation, the Borrower shall be in compliance with the financial maintenance covenants set forth in Sections 6.11 and 6.12compliance, calculated on a Pro Forma Basis after giving (if such covenant would so be in effect to at the end of the relevant Test Period), with the 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 designation Section shall be satisfied as of the last day four quarters ended and, as a condition precedent to the effectiveness of the most recently ended Fiscal Quarterany such designation, and the Borrower shall have delivered deliver to the Administrative Agent a certificate of a Responsible Officer setting forth reasonably detailed in reasonable detail the calculations demonstrating compliance with this clause such compliance), (b). The Borrower iii) no Subsidiary may not designate a Restricted Subsidiary be designated as an Unrestricted Subsidiary if, at after such designation, it would be a “Restricted Subsidiary” for the time purpose of such designation (and, thereafterany Secured High Yield Notes, any Unrestricted Unsecured High Yield Notes or any Junior Financing and (iv) no Restricted Subsidiary shall cease to may be designated an Unrestricted Subsidiary automatically if) (i) such Restricted Subsidiary or any of its subsidiaries is a “restricted subsidiary” or a “guarantor” (or any similar designation) for any Material Indebtedness of the Borrower and its Restricted Subsidiaries, (ii) such Restricted Subsidiary or any of its subsidiaries owns any Equity Interests or Indebtedness of, or holds any Lien on any property of, the Borrower or any other Restricted Subsidiary (other than (x) any subsidiary of such Restricted Subsidiary and (y) any if it was previously designated an Unrestricted Subsidiary) or (iii) any holder of any Indebtedness of such Restricted Subsidiary or any of its subsidiaries has recourse (either through a Guarantee, by operation of law or otherwise) to the Borrower or any other Restricted Subsidiary. The designation of any Subsidiary as an Unrestricted Subsidiary after the Original Closing Date shall constitute an investment Investment by the parent company of such Subsidiary in such Subsidiary and such investment shall be made in reliance on Section 6.04 Borrower therein at the date of designation (with the amount of such investment to be in an amount equal to the net book fair market value as determined in good faith by the Borrower of such parent companythe Borrower’s investment or its Subsidiary’s (as applicable) Investment therein). The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (Ai) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary, and the making of an investment by such Subsidiary in any investments of such Subsidiary, in each case existing at such time and (Bii) a return on any investment Investment by the Borrower in Unrestricted Subsidiaries pursuant to the above preceding sentence in an amount equal to the fair market value as determined in good faith by the Borrower at the date of such designation of the Borrower’s or its Subsidiary’s, ’s (as applicable, investment ) Investment in such Subsidiary (without giving effect to any write downs or write offs thereof). Prior to any designation made in accordance with this Section 5.13, the Borrower shall deliver to the Administrative Agent a certificate of a Responsible Officer certifying that the designation satisfies the applicable conditions set forth in this Section 5.13. No Unrestricted Subsidiary shall be permitted to hold any intellectual property that is material to the business operations of the Borrower and its SubsidiariesSubsidiary.

Designation of Subsidiaries. The Borrower Guarantor may at any time (a) designate any Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary and (b) designate any existing or newly acquired or formed Restricted Subsidiary of the Guarantor as an Unrestricted Subsidiary, unless such Restricted Subsidiary or any of its Subsidiaries owns any Equity Interests or Indebtedness of, or owns or holds any lien on any property of, any Restricted Subsidiary; provided that that, (ai) immediately before and after giving effect to any such designation, (A) no Default or Event of Default shall have occurred and be continuing or would immediately result from such designation and (bB) immediately the combined assets of the Guarantor and its Restricted Subsidiaries represent the majority of all assets of the Guarantor and its Subsidiaries in the aggregate (as shown on the consolidated balance sheet of the Guarantor as of the Guarantor’s most recent Fiscal Quarter end for which financial statements prepared on a consolidated basis in accordance with GAAP are available), (ii) the Guarantor shall be in compliance with the financial covenants set forth in Clauses C.13 and C.14 (and a certificate of a Senior Officer of the Guarantor setting forth the related calculations shall have been delivered to Ex-Im Bank), and (iii) no Subsidiary may be designated as an Unrestricted Subsidiary if, after giving effect to such designation, it would be a “Restricted Subsidiary”, “guarantor” or “borrower” (or similar designation) for the Borrower shall be in compliance with the financial maintenance covenants set forth in Sections 6.11 and 6.12, calculated on a Pro Forma Basis after giving effect to such designation as purpose of any Indebtedness of the last day of the most recently ended Fiscal Quarter, and the Borrower shall have delivered to the Administrative Agent a certificate of a Responsible Officer setting forth reasonably detailed calculations demonstrating compliance with this clause (b). The Borrower may not designate a Restricted Subsidiary as an Unrestricted Subsidiary if, at the time of such designation (and, thereafter, any Unrestricted Subsidiary shall cease to be an Unrestricted Subsidiary automatically if) (i) such Restricted Subsidiary Guarantor or any of its subsidiaries is Restricted Subsidiaries (provided that notwithstanding this subclause (iii), Viasat Brasil Participações Limitada, a limited liability company incorporated under the laws of Brazil (“restricted subsidiaryViasat Brazil”) and/or its Subsidiaries may be classified as “Restricted Subsidiaries” or a “guarantor” under the indenture governing the 2025 Senior Notes (or any similar designationPermitted Additional Indebtedness in the form of senior unsecured, secured or subordinated notes issued by Guarantor) for any Material Indebtedness of the Borrower and so long as Viasat Brazil and/or its Restricted Subsidiaries, Subsidiaries (iias applicable) such Restricted Subsidiary or any of its subsidiaries owns any Equity Interests or Indebtedness are not issuers of, guarantors of or holds any Lien on any property ofotherwise contractually obligated with respect to, the Borrower 2025 Senior Notes (or any other Restricted Subsidiary (other than (x) any subsidiary of such Restricted Subsidiary and (y) any Unrestricted Subsidiary) or (iii) any holder of any Indebtedness of such Restricted Subsidiary or any of its subsidiaries has recourse (either through a GuaranteePermitted Additional Indebtedness, by operation of law or otherwise) to the Borrower or any other Restricted Subsidiaryas applicable)). The designation of any Subsidiary as an Unrestricted Subsidiary shall constitute an investment Investment by the parent company of such Guarantor or the applicable Restricted Subsidiary in such Subsidiary and such investment shall be made in reliance on Section 6.04 therein at the date of designation (with the amount of such investment to be in an amount equal to the net book fair market value (as reasonably determined in good faith by a Senior Officer of the Guarantor) of the Guarantor’s or such parent companyRestricted Subsidiary’s investment (as applicable) Investment therein). The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (Ai) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary, and the making of an investment by such Subsidiary in any investments of such Subsidiary, in each case existing at such time and (Bii) a return on any investment Investment by the Borrower Guarantor or the applicable Restricted Subsidiary in such Unrestricted Subsidiaries pursuant to the above Subsidiary in an amount equal to the fair market value (as reasonably determined in good faith by a Senior Officer of the Guarantor) at the date of such designation of the BorrowerGuarantor’s or its such Restricted Subsidiary’s, ’s (as applicable, investment ) Investment in such Subsidiary (without giving effect Subsidiary. Any designation by the Guarantor pursuant to any write downs or write offs thereof). Prior this Clause B.10 shall be evidenced to any designation made in accordance with this Section 5.13, the Borrower shall deliver Ex-Im Bank by promptly delivering to the Administrative Agent Ex-Im Bank a certificate of a Responsible Officer Official of the Guarantor giving effect to such designation and certifying that such designation complies with the designation satisfies provisions of this Clause B.10. Notwithstanding the applicable conditions set forth in this Section 5.13. No foregoing, any Unrestricted Subsidiary shall that has been re-designated as a Restricted Subsidiary may not be permitted to hold any intellectual property that is material to subsequently re-designated as an Unrestricted Subsidiary until at least two full Fiscal Quarters have passed since the business operations of the Borrower and its Subsidiariesdate such Unrestricted Subsidiary was re-designated as a Restricted Subsidiary.