Common use of Designation of Unrestricted Subsidiaries Clause in Contracts

Designation of Unrestricted Subsidiaries. The Borrower Representative may at any time after the Closing Date designate any Restricted Subsidiary as an Unrestricted Subsidiary and subsequently re-designate any Unrestricted Subsidiary as a Restricted Subsidiary, if other than for purposes of designating a Restricted Subsidiary as an Unrestricted Subsidiary that is a Receivables Subsidiary in connection with the establishment of a Qualified Receivables Financing (i) the Interest Coverage Ratio of UK Holdco and the Restricted Subsidiaries for the most recently ended Reference Period preceding such designation or re-designation, as applicable, would have been, on a Pro Forma Basis, at least the lesser of (x) 2.00 to 1.00 and (y) the Interest Coverage Ratio as of the most recently ended Reference Period and (ii) no Event of Default has occurred and is continuing or would result therefrom. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the applicable Loan Party or Restricted Subsidiary therein at the date of designation in an amount equal to the Fair Market Value of the applicable Loan Party’s or Restricted Subsidiary’s investment therein; provided that if any subsidiary (a “Subject Subsidiary”) being designated as an Unrestricted Subsidiary has a subsidiary that was previously designated as an Unrestricted Subsidiary (the “Previously Designated Unrestricted Subsidiary”) in compliance with the provisions of this Agreement, the Investment of such Subject Subsidiary in such Previously Designated Unrestricted Subsidiary shall not be taken into account, and shall be excluded, in determining whether the Subject Subsidiary may be designated as an Unrestricted Subsidiary hereunder. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (x) the incurrence at the time of designation of Indebtedness or Liens of such Subsidiary existing at such time, and (y) a return on any Investment by the applicable Loan Party or Restricted Subsidiary in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the Fair Market Value at the date of such designation of such Loan Party’s or Restricted Subsidiary’s Investment in such Subsidiary. For the avoidance of doubt, neither a Borrower nor UK Holdco shall be permitted to be an Unrestricted Subsidiary. At any time a Subsidiary is designated as an Unrestricted Subsidiary hereunder, the Borrower Representative shall cause such Subsidiary to be designated as an Unrestricted Subsidiary (or any similar applicable term) under the Senior Secured Notes.

Designation of Unrestricted Subsidiaries. The Borrower Representative may at any time after the Closing Date (upon direction from the board of directors of Holdings) designate any Restricted Subsidiary as an Unrestricted Subsidiary and subsequently re-designate any Unrestricted Subsidiary as a Restricted Subsidiary, if other than for purposes of designating a so long as (i) neither any Borrower nor JW Canada shall be designated as an Unrestricted Subsidiary, (ii) no Restricted Subsidiary shall be designated as an Unrestricted Subsidiary that is if at the time of such designation it holds ABL Priority Collateral, (iii) no Restricted Subsidiary shall be designated as an Unrestricted Subsidiary if at the time of such designation such Restricted Subsidiary holds Indebtedness of, Equity Interests in, or any Lien on the property of, a Receivables Subsidiary in connection with the establishment of a Qualified Receivables Financing Loan Party, (iiv) the Interest Fixed Charge Coverage Ratio of UK Holdco and the Restricted Subsidiaries for the most recently ended Reference completed Test Period preceding is not less than 2.00 to 1.00 calculated on a pro forma basis giving effect to such designation or re-designation (as evidenced by a Transaction Certificate delivered to the Administrative Agent promptly before such designation or re-designation, as applicable, would have been, on a Pro Forma Basis, at least the lesser of (x) 2.00 to 1.00 and (y) the Interest Coverage Ratio as of the most recently ended Reference Period and (iiv) no Default or Event of Default has occurred and is continuing both before and after giving effect to such designation or re-designation or would result therefrom. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the applicable Loan Party or Restricted Subsidiary therein at the date of designation in an amount equal to the Fair Market Value of the applicable Loan Party’s or Restricted Subsidiary’s investment therein; provided that if any subsidiary (a “Subject Subsidiary”) being designated as an Unrestricted Subsidiary has a subsidiary that was previously designated as an Unrestricted Subsidiary (the “Previously Designated Unrestricted Subsidiary”) in compliance with the provisions of this Agreement, the Investment of such Subject Subsidiary in such Previously Designated Unrestricted Subsidiary shall not be taken into account, and shall be excluded, in determining whether the Subject Subsidiary may be designated as an Unrestricted Subsidiary hereunder. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (x) the incurrence at the time of designation of Indebtedness or Liens of such Subsidiary existing at such time, and (y) a return on any Investment by the applicable Loan Party or Restricted Subsidiary in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the Fair Market Value at the date of such designation of such Loan Party’s or such Restricted Subsidiary’s Investment in such Subsidiary. For the avoidance of doubt, neither a Borrower nor UK Holdco shall be permitted to be an Unrestricted Subsidiary. At any time a Subsidiary is designated as an Unrestricted Subsidiary hereunder, the Borrower Representative shall cause such Subsidiary to be designated as an Unrestricted Subsidiary (or any similar applicable term) under any Indebtedness permitted under Section 6.2 that is pari passu in right of payment with the Senior Secured NotesFinance Obligations, and, in any event, any Indebtedness described in Section 6.2(b)(ii) or (b)(vi).

Designation of Unrestricted Subsidiaries. The Borrower Representative may at any time after the Closing Date designate any Restricted Subsidiary So long as an Unrestricted Subsidiary and subsequently re-designate any Unrestricted Subsidiary no Default or Event of Default exists or arises as a Restricted Subsidiaryresult thereof and subject to the next succeeding sentence, if other than for purposes of designating Borrower may from time to time designate a Restricted Subsidiary as an Unrestricted Subsidiary or designate an Unrestricted Subsidiary as a Restricted Subsidiary; provided that Borrower shall (a) provide Administrative Agent written notification of such designation prior to or concurrently therewith (which written notification Administrative Agent will promptly forward to Lenders), (b) if such designation is a Receivables Material Acquisition (in the case of the designation of an Unrestricted Subsidiary as a Restricted Subsidiary) or a Material Disposition (in connection with the establishment case of the designation of a Qualified Receivables Financing (i) the Interest Coverage Ratio of UK Holdco and the Restricted Subsidiaries for the most recently ended Reference Period preceding such designation or re-designation, as applicable, would have been, on a Pro Forma Basis, at least the lesser of (x) 2.00 to 1.00 and (y) the Interest Coverage Ratio as of the most recently ended Reference Period and (ii) no Event of Default has occurred and is continuing or would result therefrom. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary), within 10 Business Days after such notification, deliver to Administrative Agent a certificate, in form reasonably acceptable to Administrative Agent, demonstrating pro-forma compliance (in accordance with Section 1.07) with Section 7.06 immediately prior to and after giving effect to such designation and (c) not designate as an Unrestricted Subsidiary after any Guarantor that is a Significant Subsidiary and that guarantees Material Debt unless such Guarantor is simultaneously released from its guarantee of such Material Debt. Notwithstanding anything to the Closing Date contrary contained herein, (x) each Guarantor shall constitute an Investment by the applicable Loan Party or at all times be a Restricted Subsidiary therein at the date of for all purposes hereunder unless such Guarantor is simultaneously released as a Guarantor upon such designation in an amount equal as contemplated pursuant to the Fair Market Value of the applicable Loan Party’s or Restricted Subsidiary’s investment therein; provided that if any subsidiary Section 6.10, (a “Subject Subsidiary”y) being unless designated as an Unrestricted Subsidiary has in compliance with clause (z) below, each Cable Subsidiary shall at all times be a subsidiary that was previously designated Restricted Subsidiary for all purposes hereunder, and (z) Borrower may designate a Cable Subsidiary as an Unrestricted Subsidiary at any time when the Leverage Ratio (the “Previously Designated Unrestricted Subsidiary”calculated after giving pro forma effect to such designation) in compliance with the provisions of this Agreement, the Investment of such Subject Subsidiary in such Previously Designated Unrestricted Subsidiary shall not be taken into account, and shall be excluded, in determining whether the Subject Subsidiary may be designated as an Unrestricted Subsidiary hereunder. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (x) the incurrence at the time of designation of Indebtedness is less than or Liens of such Subsidiary existing at such time, and (y) a return on any Investment by the applicable Loan Party or Restricted Subsidiary in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to 4.50 to 1.00. Borrower hereby designates the Fair Market Value at the date of such designation of such Loan Party’s or Restricted Subsidiary’s Investment in such Subsidiary. For the avoidance of doubt, neither a Borrower nor UK Holdco shall be permitted to be an Subsidiaries listed on Schedule 6.08 as Unrestricted Subsidiary. At any time a Subsidiary is designated as an Unrestricted Subsidiary hereunder, the Borrower Representative shall cause such Subsidiary to be designated as an Unrestricted Subsidiary (or any similar applicable term) under the Senior Secured NotesSubsidiaries.

Designation of Unrestricted Subsidiaries. The Borrower Representative (a) Holdings may at any time after the Closing Date not designate any Restricted Subsidiary as an Unrestricted Subsidiary and subsequently re-Holdings may after the Original Closing Date designate any Unrestricted Subsidiary as a Restricted Subsidiary, if other than for purposes of designating a Restricted Subsidiary newly formed or acquired subsidiary as an Unrestricted Subsidiary that is under this Agreement (a Receivables Subsidiary in connection with the establishment of a Qualified Receivables Financing "Designation") only if: (i) the Interest Coverage Ratio such subsidiary does not own any Equity Interests of UK Holdco and the Restricted Subsidiaries for the most recently ended Reference Period preceding such designation or re-designation, as applicable, would have been, on a Pro Forma Basis, at least the lesser of (x) 2.00 to 1.00 and (y) the Interest Coverage Ratio as of the most recently ended Reference Period and any Subsidiary; (ii) no Event of Default shall have occurred and be continuing at the time of or after giving effect to such Designation; (iii) after giving effect to such Designation and any related Investment to be made in such designated subsidiary by Holdings or any Subsidiary (which shall in any event include any existing Investment in such Person at the time it is designated as an Unrestricted Subsidiary), (A) any such existing Investment and related Investment would comply with Section 6.04 and (B) Holdings and the Subsidiaries would be in compliance with each of the Financial Covenants, calculated on a pro forma basis as if such Designation and Investment had occurred immediately prior to the first day of the period of four consecutive fiscal quarters most recently ended; and (iv) Holdings has delivered to the Administrative Agent (A) written notice of such Designation and (B) a certificate, dated the effective date of such Designation, of a Financial Officer stating that no Event of Default has occurred and is continuing or would result therefrom. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the applicable Loan Party or Restricted Subsidiary therein at the date of designation in an amount equal to the Fair Market Value of the applicable Loan Party’s or Restricted Subsidiary’s investment therein; provided that if any subsidiary (a “Subject Subsidiary”) being designated as an Unrestricted Subsidiary has a subsidiary that was previously designated as an Unrestricted Subsidiary (the “Previously Designated Unrestricted Subsidiary”) in and setting forth reasonably detailed calculations demonstrating pro forma compliance with the provisions of this Agreement, the Investment of such Subject Subsidiary Financial Covenants in such Previously Designated Unrestricted accordance with paragraph (iii) above. (b) Neither Holdings nor any Subsidiary shall not at any time (i) provide a Guarantee of any Indebtedness of any Unrestricted Subsidiary, (ii) be taken into account, and shall be excluded, in determining whether the Subject Subsidiary may be designated as an Unrestricted Subsidiary hereunder. The designation directly or indirectly liable for any Indebtedness of any Unrestricted Subsidiary as or (iii) be directly or indirectly liable for any other Indebtedness which provides that the holder thereof may (upon notice, lapse of time or both) declare a Restricted Subsidiary shall constitute default thereon (x) the incurrence at the time of designation of or cause such Indebtedness or Liens of such Subsidiary existing at such time, and (y) a return on any Investment by the applicable Loan Party or Restricted Subsidiary in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the Fair Market Value at the date of such designation of such Loan Party’s or Restricted Subsidiary’s Investment in such Subsidiary. For the avoidance of doubt, neither a Borrower nor UK Holdco shall be permitted payment thereof to be accelerated, payable or subject to repurchase prior to its final scheduled maturity) upon the occurrence of a default with respect to any other Indebtedness that is Indebtedness of an Unrestricted Subsidiary, except in the case of clause (i) or (ii) to the extent permitted under Section 6.01 and 6.04 hereof. At any time a Subsidiary is designated as an Each Designation shall be irrevocable, and no Unrestricted Subsidiary hereundermay become a Subsidiary, the Borrower Representative shall cause such Subsidiary to be designated as an Unrestricted Subsidiary (merged with or into Holdings or any similar applicable term) under the Senior Secured NotesSubsidiary or liquidate into or transfer substantially all its assets to Holdings or any Subsidiary.

Designation of Unrestricted Subsidiaries. The Borrower Representative Board of Directors of the Company may at any time after the Closing Date designate any Restricted Subsidiary as an Unrestricted Subsidiary and subsequently re-designate any Unrestricted Subsidiary as a Restricted Subsidiary, if other than for purposes of designating a Restricted Subsidiary as an Unrestricted Subsidiary that is a Receivables Subsidiary in connection with the establishment of a Qualified Receivables Financing (i) the Interest Coverage Ratio of UK Holdco and the Restricted Subsidiaries for the most recently ended Reference Period preceding such designation or re-designation, as applicable, would have been, on a Pro Forma Basis, at least the lesser of (x) 2.00 to 1.00 and (y) the Interest Coverage Ratio as of the most recently ended Reference Period and (ii) no Event of Default has occurred and is continuing or would result therefrom. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the applicable Loan Party or Restricted Subsidiary therein at the date of designation in an amount equal to the Fair Market Value of the applicable Loan Party’s or Restricted Subsidiary’s investment therein; provided that if any subsidiary (a “Subject Subsidiary”) being designated as an Unrestricted Subsidiary has a subsidiary that was previously designated as an Unrestricted Subsidiary (the “Previously Designated Unrestricted Subsidiary”) in compliance with the provisions of this Agreement, the Investment of such Subject Subsidiary in such Previously Designated Unrestricted Subsidiary shall not be taken into account, and shall be excluded, in determining whether the Subject Subsidiary may be designated as an Unrestricted Subsidiary hereunder. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (x) the incurrence at the time of designation of Indebtedness or Liens of such Subsidiary existing at such time, and (y) a return on any Investment by the applicable Loan Party or Restricted Subsidiary in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the Fair Market Value at the date of such designation of such Loan Party’s or Restricted Subsidiary’s Investment in such Subsidiary. For the avoidance of doubt, neither a Borrower nor UK Holdco shall be permitted to be an Unrestricted SubsidiarySubsidiary if that designation would not cause a Default. At any time If a Restricted Subsidiary is designated as an Unrestricted Subsidiary hereunderSubsidiary, the Borrower Representative shall cause such aggregate Fair Market Value of all outstanding Investments owned by the Company and its Restricted Subsidiaries in the Subsidiary designated as Unrestricted will be deemed to be designated either an Investment made as of the time of the designation that will reduce the amount available for Restricted Payments under Section 3.3 or represent a Permitted Investment under one or more clauses of the definition of Permitted Investments, as determined by the Company. That designation will only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. Any designation of a Subsidiary of the Company as an Unrestricted Subsidiary will be evidenced to the Trustee by filing with the Trustee a copy of a resolution of the Board of Directors giving effect to such designation and an Officers’ Certificate certifying that such designation complied with the preceding conditions and was permitted by Section 3.3. 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 Indenture and any Indebtedness of such Subsidiary will be deemed to be incurred by a Restricted Subsidiary of the Company as of such date and, if such Indebtedness is not permitted to be incurred as of such date under Section 3.2. The Board of Directors of the Company may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of the Company; provided that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Company of any outstanding Indebtedness of such Unrestricted Subsidiary, and such designation will only be permitted if (1) such Indebtedness is permitted under Section 3.2, calculated on a pro forma basis as if such designation had occurred at the beginning of the applicable reference period; and (2) no Default or any similar applicable term) under the Senior Secured NotesEvent of Default would be in existence following such designation.

Designation of Unrestricted Subsidiaries. Any Person that becomes a Subsidiary of the Company or any Restricted Subsidiary shall be a Restricted Subsidiary unless such Person (x) is designated as an Unrestricted Subsidiary on Schedule 6.11, as of the date hereof, (y) is designated as an Unrestricted Subsidiary after the date hereof in compliance with this Section 8.19, or (z) is a subsidiary of an Unrestricted Subsidiary. The Borrower Representative Company may at any time after the Closing Date designate any Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary by delivering to the Administrative Agent a certificate of an Responsible Office of the Company specifying such designation and subsequently re-designate certifying that the conditions to such designation set forth in this Section 8.19 are satisfied; provided that: (a) both immediately before and immediately after any such designation, (i) no Default or Event of Default shall have occurred and be continuing and (ii) the Aggregate Revolving Credit Extensions of Credit shall not exceed the Line Cap; (b) in the case of a designation of a Restricted Subsidiary as an Unrestricted Subsidiary, (i) each subsidiary of such Restricted Subsidiary has been, or concurrently therewith will be, designated as an Unrestricted Subsidiary in accordance with this Section 8.19, (ii) such Person is not a party to any agreement, contract, arrangement or understanding with the Parent, the Company or any Restricted Subsidiary unless the terms of such agreement, contract, arrangement or understanding are permitted by Section 9.10, (iii) such designation is deemed to be an Investment in an Unrestricted Subsidiary in an amount equal to the fair market value as of the date of such designation of the Company’s direct and indirect ownership interest in such Subsidiary and such Investment would be permitted to be made under Section 9.7; and (c) in the case of a designation of an Unrestricted Subsidiary as a Restricted Subsidiary, if other than for purposes (i) each holder of designating the outstanding Equity Interests of such Unrestricted Subsidiary is a Restricted Subsidiary or has been, or concurrently therewith will be, designated as an Unrestricted Subsidiary that is a Receivables Restricted Subsidiary in connection accordance with the establishment of a Qualified Receivables Financing this Section 8.19, (iii) the Interest Coverage Ratio representations and warranties of UK Holdco the Parent, the Company and the Restricted Subsidiaries for other Credit Parties contained in each of the most recently ended Reference Period preceding Credit Documents are true and correct in all material respects on and as of such designation or re-designation, date as applicable, would have been, if made on a Pro Forma Basis, at least the lesser of (x) 2.00 to 1.00 and (y) the Interest Coverage Ratio as of the most recently ended Reference Period date of such redesignation except to the extent (A) any such representations and (ii) no Event warranties are expressly limited to an earlier date, in which case, on and as of Default has occurred and is continuing or would result therefrom. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the applicable Loan Party or Restricted Subsidiary therein at the date of designation such redesignation, such representations and warranties shall be true and correct in an amount equal all material respects as of such specified earlier date and (B) to the Fair Market Value extent that any such representation and warranty is expressly qualified by materiality or by reference to Material Adverse Effect, such representation and warranty (as so qualified) shall be true and correct in all respects on and as of the applicable Loan Party’s or Restricted Subsidiary’s investment therein; provided that if any subsidiary date of such redesignation, (a “Subject Subsidiary”iii) being designated as an Unrestricted Subsidiary has a subsidiary that was previously designated as an Unrestricted Subsidiary (the “Previously Designated Unrestricted Subsidiary”) in compliance Company complies with the provisions requirements of this AgreementSection 5.25(a), the Investment of such Subject Subsidiary in such Previously Designated Unrestricted Subsidiary shall not be taken into account, Section 8.10 and shall be excluded, in determining whether the Subject Subsidiary may be designated as an Unrestricted Subsidiary hereunderSection 9.17. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (x) the incurrence at the time of designation of any Indebtedness or Liens of such Restricted Subsidiary existing at such time, and (y) a return on any Investment by the applicable Loan Party or Restricted Subsidiary in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the Fair Market Value at the date of such designation of such Loan Party’s or Restricted Subsidiary’s Investment in such Subsidiary. For the avoidance of doubt, neither a Borrower nor UK Holdco shall be permitted to be an Unrestricted Subsidiary. At any time a Subsidiary is designated as an Unrestricted Subsidiary hereunder, the Borrower Representative shall cause such Subsidiary to be designated as an Unrestricted Subsidiary (or any similar applicable term) under the Senior Secured Notes.

Designation of Unrestricted Subsidiaries. The Borrower Representative (a) Holdings may at any time after the Closing Date not designate any Restricted Subsidiary as an Unrestricted Subsidiary and subsequently re-Holdings may after the Effective Date designate any Unrestricted Subsidiary as a Restricted Subsidiary, if other than for purposes of designating a Restricted Subsidiary newly formed or acquired subsidiary as an Unrestricted Subsidiary that is under this Agreement (a Receivables Subsidiary in connection with the establishment of a Qualified Receivables Financing "Designation") only if: (i) the Interest Coverage Ratio such subsidiary does not own any Equity Interests of UK Holdco and the Restricted Subsidiaries for the most recently ended Reference Period preceding such designation or re-designation, as applicable, would have been, on a Pro Forma Basis, at least the lesser of (x) 2.00 to 1.00 and (y) the Interest Coverage Ratio as of the most recently ended Reference Period and any Subsidiary; (ii) no Event of Default shall have occurred and be continuing at the time of or after giving effect to such Designation; (iii) after giving effect to such Designation and any related Investment to be made in such designated subsidiary by Holdings or any Subsidiary (which shall in any event include any existing Investment in such Person at the time it is designated as an Unrestricted Subsidiary), (A) any such existing Investment and related Investment would comply with Section 6.04 and (B) Holdings and the Subsidiaries would be in compliance with each of the Financial Covenants, calculated on a pro forma basis as if such Designation and Investment had occurred immediately prior to the first day of the period of four consecutive fiscal quarters most recently ended; and (iv) Holdings has delivered to the Administrative Agent (A) written notice of such Designation and (B) a certificate, dated the effective date of such Designation, of a Financial Officer stating that no Event of Default has occurred and is continuing or would result therefrom. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the applicable Loan Party or Restricted Subsidiary therein at the date of designation in an amount equal to the Fair Market Value of the applicable Loan Party’s or Restricted Subsidiary’s investment therein; provided that if any subsidiary (a “Subject Subsidiary”) being designated as an Unrestricted Subsidiary has a subsidiary that was previously designated as an Unrestricted Subsidiary (the “Previously Designated Unrestricted Subsidiary”) in and setting forth reasonably detailed calculations demonstrating pro forma compliance with the provisions of this Agreement, the Investment of such Subject Subsidiary Financial Covenants in such Previously Designated Unrestricted accordance with paragraph (iii) above. (b) Neither Holdings nor any Subsidiary shall not at any time (i) provide a Guarantee of any Indebtedness of any Unrestricted Subsidiary, (ii) be taken into account, and shall be excluded, in determining whether the Subject Subsidiary may be designated as an Unrestricted Subsidiary hereunder. The designation directly or indirectly liable for any Indebtedness of any Unrestricted Subsidiary as or (iii) be directly or indirectly liable for any other Indebtedness which provides that the holder thereof may (upon notice, lapse of time or both) declare a Restricted Subsidiary shall constitute default thereon (x) the incurrence at the time of designation of or cause such Indebtedness or Liens of such Subsidiary existing at such time, and (y) a return on any Investment by the applicable Loan Party or Restricted Subsidiary in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the Fair Market Value at the date of such designation of such Loan Party’s or Restricted Subsidiary’s Investment in such Subsidiary. For the avoidance of doubt, neither a Borrower nor UK Holdco shall be permitted payment thereof to be accelerated, payable or subject to repurchase prior to its final scheduled maturity) upon the occurrence of a default with respect to any other Indebtedness that is Indebtedness of an Unrestricted Subsidiary, except in the case of clause (i) or (ii) to the extent permitted under Section 6.01 and 6.04 hereof. At any time a Subsidiary is designated as an Each Designation shall be irrevocable, and no Unrestricted Subsidiary hereundermay become a Subsidiary, the Borrower Representative shall cause such Subsidiary to be designated as an Unrestricted Subsidiary (merged with or into Holdings or any similar applicable term) under the Senior Secured NotesSubsidiary or liquidate into or transfer substantially all its assets to Holdings or any Subsidiary.

Designation of Unrestricted Subsidiaries. The (a) Except as otherwise provided in the definition of “Unrestricted Subsidiary,” the Board of Directors of the Borrower Representative may at any time after the Closing Date designate any Restricted Subsidiary as an Unrestricted Subsidiary and subsequently re-designate (including any newly acquired or newly formed Restricted Subsidiary at or prior to the time it is so acquired or formed but excluding any Restricted Subsidiary that was previously an Unrestricted Subsidiary), or any Unrestricted Subsidiary as a Restricted Subsidiary, if other than for purposes of designating a Restricted Subsidiary as an Unrestricted Subsidiary ; provided that is a Receivables Subsidiary in connection with the establishment of a Qualified Receivables Financing (i) the Interest Coverage Ratio of UK Holdco immediately before and the Restricted Subsidiaries for the most recently ended Reference Period preceding after such designation or re-designation, as applicableno Potential Default or Event of Default shall have occurred and be continuing, would have been(ii) immediately after giving effect to such designation, the Borrower shall be in compliance, on a Pro Forma Basis, at least with the lesser Financial Covenants and (iii) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of any Specified Junior Obligations (unless it is substantially concurrently being designated as an Unrestricted Subsidiary under such Specified Junior Obligations). Any (x) 2.00 to 1.00 and designation of a Subsidiary as an Unrestricted Subsidiary or (y) redesignation as a Restricted Subsidiary will be evidenced to the Interest Coverage Ratio as Agents by delivering to each Agent a copy of a Board Resolution giving effect to such designation and an Officer’s Certificate certifying that such designation complied with the most recently ended Reference Period and (ii) no Event requirements of Default has occurred and is continuing or would result therefromthis Section 8.2.3. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the applicable Loan Party Borrower or the relevant Restricted Subsidiary (as applicable) therein at the date of designation in an amount equal to the Fair Market Value of the applicable Loan PartyBorrower’s or such relevant Restricted Subsidiary’s (as applicable) investment therein; provided that if any subsidiary (a “Subject , as determined in good faith by such Borrower or such relevant Restricted Subsidiary”) being designated as an Unrestricted Subsidiary has a subsidiary that was previously designated as an Unrestricted Subsidiary (the “Previously Designated Unrestricted Subsidiary”) in compliance with the provisions of this Agreement, and the Investment of resulting from such Subject Subsidiary in such Previously Designated Unrestricted Subsidiary shall not designation must otherwise be taken into account, permitted under Section 8.2.4 [Loans and shall be excluded, in determining whether the Subject Subsidiary may be designated as an Unrestricted Subsidiary hereunderInvestments]. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (x) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time. (b) No Unrestricted Subsidiary shall: (1) have any Indebtedness other than Non-Recourse Debt; (2) except as permitted by Section 8.2.8 [Affiliate Transactions], and be party to any agreement, contract, arrangement or understanding with the Borrower or any Restricted Subsidiary unless the terms of any such agreement, contract, arrangement or understanding are no less favorable to the Borrower or such Restricted Subsidiary than those that might be obtained at the time from Persons that are not Affiliates of the Borrower; (3) be a Person with respect to which either the Borrower or any Restricted Subsidiary has any direct or indirect obligation (x) to subscribe for additional Equity Interests or (y) a return on to maintain or preserve such Person’s financial condition or to cause such Person to achieve any Investment by specified levels of operating results; or (4) Guaranty or otherwise directly or indirectly provide credit support for any Indebtedness of the applicable Loan Party Borrower or any Restricted Subsidiary in Unrestricted Subsidiaries pursuant Subsidiary, except to the preceding sentence in an amount equal to the Fair Market Value at the date of extent such Guaranty would be and is released upon such designation of such Loan Party’s or Restricted Subsidiary’s Investment in such Subsidiary. For the avoidance of doubt, neither a Borrower nor UK Holdco shall be permitted to be as an Unrestricted Subsidiary. At any time a Subsidiary is designated as an Unrestricted Subsidiary hereunder, the Borrower Representative shall cause such Subsidiary to be designated as an Unrestricted Subsidiary (or any similar applicable term) under the Senior Secured Notes.

Designation of Unrestricted Subsidiaries. The Borrower Representative may at any time after the Closing Date designate any Restricted Subsidiary as an Unrestricted Subsidiary and subsequently re-designate or any Unrestricted Subsidiary as a Restricted SubsidiarySubsidiary by delivering to the Administrative Agent a certificate of a Financial Officer of the Borrower specifying such designation and certifying that the conditions to such designation set forth in this Section 5.10 are satisfied; provided that: (i) both immediately before and immediately after any such designation, if other no Default or Event of Default shall have occurred and be continuing; (ii) the Total Indebtedness Ratio shall be less than 4.00 to 1.00 immediately after giving effect to such designation, based on the financial statements for purposes the most recently ended four fiscal quarter period for which financial statements have been delivered pursuant to Section 5.01(a) or 5.01(b), recomputed on a pro forma basis; (iii) no Unrestricted Subsidiary shall be permitted to own or lease, directly or indirectly, any Spectrum; and (iv) in the case of designating a designation of a Restricted Subsidiary as an Unrestricted Subsidiary, each Subsidiary that is a Receivables of such Restricted Subsidiary has been, or concurrently therewith will be, designated as an Unrestricted Subsidiary in connection accordance with the establishment of a Qualified Receivables Financing (i) the Interest Coverage Ratio of UK Holdco and the Restricted Subsidiaries for the most recently ended Reference Period preceding such designation or re-designation, as applicable, would have been, on a Pro Forma Basis, at least the lesser of (x) 2.00 to 1.00 and (y) the Interest Coverage Ratio as of the most recently ended Reference Period and (ii) no Event of Default has occurred and is continuing or would result therefromthis Section 5.10. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the applicable Loan Party or Restricted Borrower in such Unrestricted Subsidiary therein at on the date of designation in an amount equal to the Fair Market Value fair market value of the applicable Loan PartyBorrower’s or Restricted Subsidiary’s investment Investment therein; provided that if any subsidiary (a “Subject Subsidiary”) being designated as an Unrestricted Subsidiary has a subsidiary that was previously designated as an Unrestricted Subsidiary (the “Previously Designated Unrestricted Subsidiary”) in compliance with the provisions of this Agreement, the Investment of such Subject Subsidiary in such Previously Designated Unrestricted Subsidiary shall not be taken into account, and shall be excluded, in determining whether the Subject Subsidiary may be designated as an Unrestricted Subsidiary hereunder. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (x) the incurrence at the time of designation of any Indebtedness or Liens of such new Restricted Subsidiary existing at such time, and (y) a return on any Investment by the applicable Loan Party or Restricted Subsidiary in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the Fair Market Value at the date of such designation of such Loan Party’s or Restricted Subsidiary’s Investment in such Subsidiary. For the avoidance of doubt, neither a Borrower nor UK Holdco shall be permitted to be an Unrestricted Subsidiary. At any time a Subsidiary is designated as an Unrestricted Subsidiary hereunder, the Borrower Representative shall cause such Subsidiary to be designated as an Unrestricted Subsidiary (or any similar applicable term) under the Senior Secured Notes.

Designation of Unrestricted Subsidiaries. (a) The Borrower Representative may designate any Subsidiary of the Borrower as an “Unrestricted Subsidiary” under this Agreement (a “Designation”) only if: (i) no Default or Event of Default shall have occurred and be continuing at any the time of or after giving effect to such Designation; and (ii) the Closing Date designate Borrower or any Restricted Subsidiary as an Unrestricted Subsidiary and subsequently re-designate any Unrestricted Subsidiary as a Restricted Subsidiary, if other than for purposes of designating a Restricted Subsidiary as an Unrestricted Subsidiary that is a Receivables Subsidiary in connection with the establishment of a Qualified Receivables Financing (i) the Interest Coverage Ratio of UK Holdco and the Restricted Subsidiaries for the most recently ended Reference Period preceding such designation or re-designation, as applicable, would have been, on a Pro Forma Basisbe permitted to make, at least the lesser time of (x) 2.00 to 1.00 and (y) the Interest Coverage Ratio as of the most recently ended Reference Period and (ii) no Event of Default has occurred and is continuing or would result therefrom. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute such Designation, an Investment by the applicable Loan Party or Restricted Subsidiary therein at the date of designation pursuant to Section 6.04 in an amount equal to the Fair Market Value fair market value of the Borrower’s or such Restricted Subsidiary’s proportionate interest in such Subsidiary on such date. (b) Without limiting the provisions of the foregoing clause (a) and in furtherance thereof, no Subsidiary shall be Designated as an “Unrestricted Subsidiary” unless such Subsidiary: (i) has no Indebtedness other than Non-Recourse Debt; (ii) is not party to any agreement, contract, arrangement or understanding with the Borrower or any Restricted Subsidiary unless the terms of the agreement, contract, arrangement or understanding are no less favorable to the Borrower or the Restricted Subsidiary than those that might be obtained at the time from Persons who are not Affiliates; (iii) is a Person with respect to which neither the Borrower nor any Restricted Subsidiary has any direct or indirect obligation (A) to subscribe for additional Equity Interests or (B) to maintain or preserve the Person’s financial condition or to cause the Person to achieve any specified levels of operating results; (iv) has not guaranteed or otherwise directly or indirectly provided credit support for any Indebtedness of the Borrower or any Restricted Subsidiary, except for any guarantee given solely to support the pledge by the Borrower or any Restricted Subsidiary of the Equity Interests of such Unrestricted Subsidiary, which guarantee is not recourse to the Borrower or any Restricted Subsidiary; and (v) does not own (directly or indirectly) any Equity Interests of the Borrower or any Restricted Subsidiary. (c) If, at any time, any Unrestricted Subsidiary fails to meet the preceding requirements as an Unrestricted Subsidiary, it shall thereafter cease to be an Unrestricted Subsidiary for purposes of this Agreement and any Indebtedness of the Subsidiary and any Liens on assets of such Subsidiary shall be deemed to be incurred by a Restricted Subsidiary at such time and, if the Indebtedness is not permitted to be incurred under Section 6.01 or the Lien is not permitted under Section 6.02, the Borrower shall be in default of the applicable Loan Party’s or Restricted Subsidiary’s investment therein; provided that if any subsidiary Section. (a “Subject Subsidiary”d) being designated as The Borrower may redesignate an Unrestricted Subsidiary has a subsidiary that was previously designated as an Unrestricted Subsidiary (the “Previously Designated Unrestricted Subsidiary”) in compliance with the provisions of this Agreement, the Investment of such Subject Subsidiary in such Previously Designated Unrestricted Subsidiary shall not be taken into account, and shall be excluded, in determining whether the Subject Subsidiary may be designated as an Unrestricted Subsidiary hereunder. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary (a “Redesignation”) only if: (i) no Default or Event of Default shall constitute (x) the incurrence have occurred and be continuing at the time of designation of and after giving effect to such Redesignation; and (ii) all Liens, Indebtedness or Liens and Investments of such Unrestricted Subsidiary existing outstanding immediately following such Redesignation would, if incurred or made at such time, and (y) a return on any Investment by the applicable Loan Party or Restricted Subsidiary in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the Fair Market Value at the date of such designation of such Loan Party’s or Restricted Subsidiary’s Investment in such Subsidiary. For the avoidance of doubt, neither a Borrower nor UK Holdco shall be have been permitted to be an Unrestricted Subsidiary. At any time incurred or made for all purposes of this Agreement. (e) All Designations and Redesignations shall be evidenced by resolutions of the board of directors of the Borrower, delivered to the Administrative Agent together with a Subsidiary is designated as an Unrestricted Subsidiary hereunder, certificate of a Responsible Officer of the Borrower Representative shall cause such Subsidiary to be designated as an Unrestricted Subsidiary (or any similar applicable term) under certifying compliance with the Senior Secured Notesforegoing provisions.

Designation of Unrestricted Subsidiaries. (a) The Board of Directors of the Borrower Representative may at any time after the Closing Date designate any Restricted Subsidiary as an Unrestricted Subsidiary and subsequently re-designate (including any newly acquired or newly formed Restricted Subsidiary at or prior to the time it is so acquired or formed but excluding any Restricted Subsidiary that was previously an Unrestricted Subsidiary), or any Unrestricted Subsidiary as a Restricted Subsidiary, if other than for purposes of designating a Restricted Subsidiary as an Unrestricted Subsidiary ; provided that is a Receivables Subsidiary in connection with the establishment of a Qualified Receivables Financing (i) the Interest Coverage Ratio of UK Holdco immediately before and the Restricted Subsidiaries for the most recently ended Reference Period preceding after such designation or re-designation, as applicableno Potential Default or Event of Default shall have occurred and be continuing, would have been(ii) immediately after giving effect to such designation, the Borrower shall be in compliance, on a Pro Forma Basis, at least with the lesser Financial Covenants and (iii) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of any Existing Notes or any Publicly Traded Debt Securities (unless it is substantially concurrently being designated as an Unrestricted Subsidiary under such Indebtedness). Any (x) 2.00 to 1.00 and designation of a Subsidiary as an Unrestricted Subsidiary or (y) redesignation as a Restricted Subsidiary will be evidenced to the Interest Coverage Ratio as Administrative Agent by delivering to the Administrative Agent a copy of a Board Resolution giving effect to such designation and an Officer’s Certificate certifying that such designation complied with the most recently ended Reference Period and (ii) no Event requirements of Default has occurred and is continuing or would result therefromthis Section 8.2.3. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the applicable Loan Party Borrower or the relevant Restricted Subsidiary (as applicable) therein at the date of designation in an amount equal to the Fair Market Value of the applicable Loan PartyBorrower’s or such relevant Restricted Subsidiary’s (as applicable) investment therein; provided that if any subsidiary (a “Subject , as determined in good faith by the Borrower or such relevant Restricted Subsidiary”) being designated as an Unrestricted Subsidiary has a subsidiary that was previously designated as an Unrestricted Subsidiary (the “Previously Designated Unrestricted Subsidiary”) in compliance with the provisions of this Agreement, and the Investment of resulting from such Subject Subsidiary in such Previously Designated Unrestricted Subsidiary shall not designation must otherwise be taken into account, permitted under Section 8.2.4 [Loans and shall be excluded, in determining whether the Subject Subsidiary may be designated as an Unrestricted Subsidiary hereunderInvestments]. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (x) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time. (b) No Unrestricted Subsidiary shall: (1) have any Indebtedness other than Non-Recourse Debt; (2) except as permitted by Section 8.2.8 [Affiliate Transactions], be party to any agreement, contract, arrangement or understanding with the Borrower or any Restricted Subsidiary unless the terms of any such agreement, contract, arrangement or understanding are no less favorable to the Borrower or such Restricted Subsidiary than those that might be obtained at the time from Persons that are not Affiliates of the Borrower; (3) be a Person with respect to which either the Borrower or any Restricted Subsidiary has any direct or indirect obligation (x) to subscribe for additional Equity Interests (except pursuant to an Investment that would be permitted hereunder at the time such obligation is incurred and such Investment is made) or (y) a return on to maintain or preserve such Person’s financial condition or to cause such Person to achieve any Investment by specified levels of operating results; or (4) Guaranty or otherwise directly or indirectly provide credit support for any Indebtedness of the applicable Loan Party Borrower or any Restricted Subsidiary in Unrestricted Subsidiaries (other than pursuant to the preceding sentence in an amount equal Guaranty Agreement), except to the Fair Market Value at the date of extent such Guaranty would be and is released upon such designation of such Loan Party’s or Restricted Subsidiary’s Investment in such Subsidiary. For the avoidance of doubt, neither a Borrower nor UK Holdco shall be permitted to be as an Unrestricted Subsidiary. At any time a Subsidiary is designated as an Unrestricted Subsidiary hereunder, the Borrower Representative shall cause such Subsidiary to be designated as an Unrestricted Subsidiary (or any similar applicable term) under the Senior Secured Notes.

Designation of Unrestricted Subsidiaries. (a) The Board of Directors of the Borrower Representative may at any time after the Closing Date designate any Restricted Subsidiary as an Unrestricted Subsidiary and subsequently re-designate (including any newly acquired or newly formed Restricted Subsidiary at or prior to the time it is so acquired or formed but excluding any Restricted Subsidiary that was previously an Unrestricted Subsidiary), or any Unrestricted Subsidiary as a Restricted Subsidiary, if other than for purposes of designating a Restricted Subsidiary as an Unrestricted Subsidiary ; provided that is a Receivables Subsidiary in connection with the establishment of a Qualified Receivables Financing (i) the Interest Coverage Ratio of UK Holdco immediately before and the Restricted Subsidiaries for the most recently ended Reference Period preceding after such designation or re-designation, as applicableno Potential Default or Event of Default shall have occurred and be continuing, would have been(ii) immediately after giving effect to such designation, the Borrower shall be in compliance, on a Pro Forma Basis, at least with the lesser Financial Covenants and (iii) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of any Permitted Unsecured Notes (unless it is substantially concurrently being designated as an Unrestricted Subsidiary under such Permitted Unsecured Notes). Any (x) 2.00 to 1.00 and designation of a Subsidiary as an Unrestricted Subsidiary or (y) redesignation as a Restricted Subsidiary will be evidenced to the Interest Coverage Ratio as Administrative Agent by delivering to the Administrative Agent a copy of a Board Resolution giving effect to such designation and an Officers’ Certificate certifying that such designation complied with the most recently ended Reference Period and (ii) no Event requirements of Default has occurred and is continuing or would result therefromthis Section 8.2.3. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the applicable Loan Party Borrower or the relevant Restricted Subsidiary (as applicable) therein at the date of designation in an amount equal to the Fair Market Value of the applicable Loan PartyBorrower’s or such relevant Restricted Subsidiary’s (as applicable) investment therein; provided that if any subsidiary (a “Subject , as determined in good faith by such Borrower or such relevant Restricted Subsidiary”) being designated as an Unrestricted Subsidiary has a subsidiary that was previously designated as an Unrestricted Subsidiary (the “Previously Designated Unrestricted Subsidiary”) in compliance with the provisions of this Agreement, and the Investment of resulting from such Subject Subsidiary in such Previously Designated Unrestricted Subsidiary shall not designation must otherwise be taken into account, permitted under Section 8.2.4 [Loans and shall be excluded, in determining whether the Subject Subsidiary may be designated as an Unrestricted Subsidiary hereunderInvestments]. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (x) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time. (b) No Unrestricted Subsidiary shall: (1) have any Indebtedness other than Non-Recourse Debt; (2) except as permitted by Section 8.2.8 [Affiliate Transactions], and be party to any agreement, contract, arrangement or understanding with the Borrower or any Restricted Subsidiary unless the terms of any such agreement, contract, arrangement or understanding are no less favorable to the Borrower or such Restricted Subsidiary than those that might be obtained at the time from Persons who are not Affiliates of the Borrower; (3) be a Person with respect to which either the Borrower or any Restricted Subsidiary has any direct or indirect obligation (x) to subscribe for additional Equity Interests or (y) a return on to maintain or preserve such Person’s financial condition or to cause such Person to achieve any Investment by specified levels of operating results; or (4) Guaranty or otherwise directly or indirectly provide credit support for any Indebtedness of the applicable Loan Party Borrower or any Restricted Subsidiary in Unrestricted Subsidiaries pursuant Subsidiary, except to the preceding sentence in an amount equal to the Fair Market Value at the date of extent such Guaranty would be and is released upon such designation of such Loan Party’s or Restricted Subsidiary’s Investment in such Subsidiary. For the avoidance of doubt, neither a Borrower nor UK Holdco shall be permitted to be as an Unrestricted Subsidiary. At any time a Subsidiary is designated as an Unrestricted Subsidiary hereunder, the Borrower Representative shall cause such Subsidiary to be designated as an Unrestricted Subsidiary (or any similar applicable term) under the Senior Secured Notes.

Designation of Unrestricted Subsidiaries. The Borrower Representative may at any time after the Closing Effective Date designate any Restricted Subsidiary as an Unrestricted Subsidiary and subsequently re-designate or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation or redesignation, no Event of Default shall have occurred and be continuing, (ii) no Subsidiary may be designated as an Unrestricted Subsidiary if, after such designation, it would be a “Restricted Subsidiary” for the purpose of any other Indebtedness, (iii) no Restricted Subsidiary shall be designated an Unrestricted Subsidiary if it owns Equity Interests or Indebtedness of, or owns or holds any Lien on any property of, Holdings, the Borrower or any other than for purposes Restricted Subsidiary and (iv) any designation of designating a Restricted Subsidiary as an Unrestricted Subsidiary that is a Receivables Subsidiary in connection complies with the establishment of a Qualified Receivables Financing (i) the Interest Coverage Ratio of UK Holdco and the Restricted Subsidiaries for the most recently ended Reference Period preceding such designation or re-designation, as applicable, would have been, on a Pro Forma Basis, at least the lesser of (x) 2.00 to 1.00 and (y) the Interest Coverage Ratio as definition of the most recently ended Reference Period and (ii) no Event of Default has occurred and is continuing or would result therefromterm Unrestricted Subsidiary. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Closing Effective Date shall constitute an Investment by the applicable Loan Party or Restricted Subsidiary therein at the date of designation as set forth in an amount equal to the Fair Market Value definition of the applicable Loan Party’s or Restricted Subsidiary’s investment therein; provided that if any subsidiary (a “Subject Subsidiary”) being designated as an Unrestricted Subsidiary has a subsidiary that was previously designated as an Unrestricted Subsidiary (the “Previously Designated Unrestricted Subsidiary”) in compliance with the provisions of this Agreement, the Investment of such Subject Subsidiary in such Previously Designated Unrestricted Subsidiary shall not be taken into account, and shall be excluded, in determining whether the Subject Subsidiary may be designated as an Unrestricted Subsidiary hereunderInvestment. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (xa) the incurrence (at the time of designation designation) of any Investment, Indebtedness or Liens of such Subsidiary existing at such time, time and (yb) a return on any Investment by the applicable Loan Party or Restricted Subsidiary in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the Fair Market Value at the date definition of such designation of such Loan Party’s or Restricted Subsidiary’s Investment in such Subsidiary. For the avoidance of doubt, neither a Borrower nor UK Holdco and shall be permitted if after giving pro forma effect to be an Unrestricted Subsidiary. At any time a Subsidiary is designated as an Unrestricted Subsidiary hereunder, such designation the Borrower Representative shall cause such Subsidiary to would be designated as an Unrestricted Subsidiary (or any similar applicable term) under in compliance with the Senior Secured Notesfinancial covenant set forth in Section 6.12.

Designation of Unrestricted Subsidiaries. The Borrower Representative may at any time after the Closing Date designate in writing to the Administrative Agent any Restricted Subsidiary of the Borrower as an Unrestricted Subsidiary and subsequently re-designate or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation, if other than for purposes no Event of designating Default shall have occurred and be continuing or would result therefrom, (ii) immediately before and after such designation, the Borrower is in compliance on a Restricted Pro Forma Basis with the covenant set forth in Section 8.24, (iii) the Borrower shall have delivered to Administrative Agent a certificate of a Responsible Officer of the Borrower demonstrating compliance with the foregoing clauses and certifying that such Subsidiary meets the requirements of an Unrestricted Subsidiary, (iv) the designation of any Subsidiary as an Unrestricted Subsidiary that is a Receivables Subsidiary in connection with the establishment of a Qualified Receivables Financing (i) the Interest Coverage Ratio of UK Holdco and the Restricted Subsidiaries for the most recently ended Reference Period preceding such designation or re-designation, as applicable, would have been, on a Pro Forma Basis, at least the lesser of (x) 2.00 to 1.00 and (y) the Interest Coverage Ratio as of the most recently ended Reference Period and (ii) no Event of Default has occurred and is continuing or would result therefrom. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment investment by the applicable Loan Party or Restricted Subsidiary Parties therein at the date of designation in an amount equal to the Fair Market Value fair market value of the applicable Loan Party’s or Restricted Subsidiary’s investment therein; provided that if any subsidiary (upon a “Subject Subsidiary”) being designated as redesignation of an Unrestricted Subsidiary has as a subsidiary that was previously designated as an Unrestricted Subsidiary (the “Previously Designated Unrestricted Restricted Subsidiary”) in compliance with the provisions of this Agreement, the Investment Loan Parties shall be deemed to have a reduction in an amount equal to the amount of such Subject Subsidiary in such Previously Designated Unrestricted Subsidiary shall not be taken into accountinvestment at the time of designation, and shall be excluded, in determining whether (v) the Subject Subsidiary may be designated as an Unrestricted Subsidiary hereunder. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (x) the incurrence or making, as applicable, at the time of designation of any investments, Indebtedness or Liens of such Subsidiary existing at such time, and (vi) any Unrestricted Subsidiary that has subsequently been designated as a Restricted Subsidiary may not be redesignated as an Unrestricted Subsidiary, (vii) the Borrower may not designate as an Unrestricted Subsidiary any Loan Party, (viii) no Subsidiary shall be designated as an Unrestricted Subsidiary if such Subsidiary or any of its Subsidiaries (x) owns any equity interests or Indebtedness of, or owns or holds any Lien on any property of, any Loan Party or any Restricted Subsidiary or (y) owns or holds exclusive license to any material intellectual property as reasonably determined by the Administrative Agent and the Borrower, (ix) no Loan Party or Restricted Subsidiary may transfer legal title, or license on an exclusive basis, to any material intellectual property (as reasonably determined by the Administrative Agent and the Borrower) to any Unrestricted Subsidiary and (x) any Indebtedness of any Unrestricted Subsidiary shall be non-recourse to any Loan Party or Restricted Subsidiary. No Subsidiary shall be designated as an Unrestricted Subsidiary if at the time of such designation Unrestricted Subsidiaries collectively represent more than 10.0% of Adjusted EBITDA of Holdings and its Subsidiaries on a return on any Investment by consolidated basis. For the avoidance of doubt, the results of operations, cash flows, assets (including cash and Cash Equivalents), Indebtedness or other liabilities of Unrestricted Subsidiaries will not be taken into account or consolidated with the accounts of the applicable Loan Party or Restricted Subsidiary for purposes of determining any financial calculation, leverage-based pricing or mandatory prepayment provision contained in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the Fair Market Value at the date Loan Documents and any cash or Cash Equivalents of such designation of such Loan Party’s or Restricted Subsidiary’s Investment in such Subsidiary. For the avoidance of doubt, neither a Borrower nor UK Holdco shall be permitted to be an Unrestricted Subsidiary. At any time a Subsidiary is designated as an Unrestricted Subsidiary hereunder, the Borrower Representative shall cause such Subsidiary to will not be designated as an Unrestricted Subsidiary (or taken into account for purposes of any similar applicable term) net indebtedness test under the Senior Secured NotesLoan Documents.

Designation of Unrestricted Subsidiaries. The Borrower Representative may at any time after the Closing Date designate any Restricted Subsidiary of Holdings as an Unrestricted Subsidiary and subsequently re-designate any Unrestricted Subsidiary as a Restricted Subsidiary, if other than for purposes of designating a Restricted Subsidiary so long as an Unrestricted Subsidiary that is a Receivables Subsidiary in connection with the establishment of a Qualified Receivables Financing (i) the Interest Coverage Ratio of UK Holdco and the Restricted Subsidiaries for the most recently ended Reference Period preceding such designation or re-designation, as applicable, would have beenafter giving effect thereto, on a Pro Forma Basis, at least the lesser of (x) 2.00 to 1.00 and (y) the Interest Coverage Ratio Basis as of the most recently ended Reference Period completed period of four consecutive fiscal quarters for which the financial statements and certificates required by Section 5.1(a) or (b), as the case may be, have been or were required to have been delivered, the Company Borrower would have been able to Incur $1.00 of additional Indebtedness under Section 6.1(a) and (ii) no Default or Event of Default has occurred and is continuing or would result therefrom. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the applicable Loan Party or Restricted Subsidiary therein at the date of designation in an amount equal to the Fair Market Value fair market value of the applicable Loan Party’s or Restricted Subsidiary’s investment therein; provided that if any subsidiary (a “Subject Subsidiary”) being designated as an Unrestricted Subsidiary has a subsidiary that was previously designated as an Unrestricted Subsidiary (the “Previously Designated Unrestricted Subsidiary”) in compliance with the provisions of this Agreement, the Investment of such Subject Subsidiary in such Previously Designated Unrestricted Subsidiary shall not be taken into account, and shall be excluded, in determining whether the Subject Subsidiary may be designated as an Unrestricted Subsidiary hereunder. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (x) the incurrence at the time of designation of Indebtedness or Liens of such Subsidiary existing at such time, and (y) a return on any Investment by the applicable Loan Party or Restricted Subsidiary in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the Fair Market Value fair market value at the date of such designation of such Loan Party’s or Restricted Subsidiary’s Investment in such Subsidiary. For the avoidance of doubt, neither a the Borrower nor UK Holdco shall not be permitted to be an Unrestricted Subsidiary. At any time a Subsidiary is designated as an Unrestricted Subsidiary hereunder, the Borrower Representative shall cause such Subsidiary to be designated as an Unrestricted Subsidiary (or any similar applicable term) under the Senior Secured Notes.

Designation of Unrestricted Subsidiaries. The Borrower Representative Company may at any time after the Closing Date designate any Restricted Subsidiary as an Unrestricted Subsidiary and subsequently re-designate or any Unrestricted Subsidiary as a Restricted Subsidiary by written notice to the Administrative Agent; provided that (i) immediately before and after such designation, no Event of Default shall have occurred and be continuing, (ii) immediately after giving effect to such designation, the Distribution Conditions shall be satisfied on a pro forma basis, (iii) in the case of any Borrower designated as an Unrestricted Subsidiary, if other than all Loans outstanding to such Borrower shall be repaid in full or assumed by another Borrower and all Letters of Credit issued for purposes the account of designating a Restricted such Borrower shall have expired or been terminated or assumed by another Borrower, (iv) in the case of the designation of any Subsidiary as an Unrestricted Subsidiary that is a Receivables Subsidiary in connection with the establishment of a Qualified Receivables Financing (i) the Interest Coverage Ratio of UK Holdco and the Restricted Subsidiaries for the most recently ended Reference Period preceding Subsidiary, such designation or re-designation, as applicable, would have been, on a Pro Forma Basis, at least the lesser of (x) 2.00 to 1.00 and (y) the Interest Coverage Ratio as of the most recently ended Reference Period and (ii) no Event of Default has occurred and is continuing or would result therefrom. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the applicable Loan Party or Restricted in such Unrestricted Subsidiary therein at the date of designation in (calculated as an amount equal to the aggregate Fair Market Value of all outstanding Investments owned by the applicable Loan Party’s or Company and its Restricted Subsidiary’s investment therein; provided that if any subsidiary (a “Subject Subsidiary”) being designated as an Unrestricted Subsidiary has a subsidiary that was previously designated as an Unrestricted Subsidiary (the “Previously Designated Unrestricted Subsidiary”) in compliance with the provisions of this Agreement, the Investment of such Subject Subsidiary Subsidiaries in such Previously Designated Unrestricted Subsidiary shall not be taken into accountSubsidiary), and such Investment shall be excludedpermitted under Section 9.05, in determining whether the Subject (v) no Subsidiary may be designated as an Unrestricted Subsidiary hereunderif it is a “Restricted Subsidiary” for the purpose of (I) the Second Lien Loan Agreement (or the Second Lien Notes Indenture, if applicable), or (II) any other Contractual Requirement governing any Indebtedness, in each case of this clause (II), with a principal amount in excess of the Threshold Amount, (vi) immediately after giving effect to the designation of an Unrestricted Subsidiary as a Restricted Subsidiary, the Company shall comply with the provisions of Section 8.10 with respect to such designated Restricted Subsidiary, (vii) no Restricted Subsidiary may be a Subsidiary of an Unrestricted Subsidiary, (viii) in the case of the designation of any Subsidiary as an Unrestricted Subsidiary, no recourse whatsoever (whether by contract or by operation of law or otherwise) may be had to the Company or any Restricted Subsidiary or any of their respective properties or assets for any obligations of such Unrestricted Subsidiary except as permitted by Section 9.05 and (ix) the Company shall have delivered to the Administrative Agent and each Lender a certificate executed by Responsible Officer, certifying to the best of such officer’s knowledge, compliance with the requirements of the preceding clauses (i) through (vii), inclusive, and containing the calculations (in reasonable detail) required by the preceding clause (ii). The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (xA) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time, time and (yB) a return on any Investment by the applicable Loan Party or Restricted Subsidiary Company in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the Fair Market Value at the date of such designation of such Loan Party’s or Restricted Subsidiarythe Company’s Investment in such Subsidiary. For the avoidance of doubt, neither a Borrower nor UK Holdco shall be permitted to be an Unrestricted Subsidiary. At any time a Subsidiary is designated as an Unrestricted Subsidiary hereunder, the Borrower Representative shall cause such Subsidiary to be designated as an Unrestricted Subsidiary (or any similar applicable term) under the Senior Secured Notes.

Designation of Unrestricted Subsidiaries. The Borrower Representative board of directors (or similar governing body) of Holdings may at any time after the Closing Date designate any Restricted Subsidiary as an Unrestricted Subsidiary and subsequently re-designate or any Unrestricted Subsidiary as a Restricted Subsidiary, if other than for purposes of designating a Restricted Subsidiary as an Unrestricted Subsidiary ; provided that is a Receivables Subsidiary in connection with the establishment of a Qualified Receivables Financing (i) the Interest Coverage Ratio immediately before and after such designation, no Default or Event of UK Holdco Default shall have occurred and the Restricted Subsidiaries for the most recently ended Reference Period preceding be continuing, (ii) such designation or re-complies with Section 9.7, (iii) immediately after giving effect to such designation, as applicablethe Borrower shall be in compliance with the Financial Covenant (whether or not then in effect), would have been, determined on a Pro Forma Basis, at least Basis as of the lesser of (x) 2.00 to 1.00 and (y) the Interest Coverage Ratio as last day of the most recently ended Reference Period fiscal quarter for which financial statements have been delivered pursuant to Section 8.1(a) or (b), as if such designation had occurred on the last day of such fiscal quarter of Holdings, (iv) any Restricted Subsidiary so designated does not own Capital Stock in another Restricted Subsidiary) and (iiv) no Event the status of Default has occurred any such Subsidiary as a Restricted Subsidiary or an Unrestricted Subsidiary shall at all times be the same under this Agreement and is continuing or would result therefromthe Senior Notes Documents. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the applicable Loan Party or Restricted Subsidiary therein at the date of designation in an amount equal to the Fair Market Value fair market value of the applicable Loan Party’s or Restricted Subsidiary’s investment therein; provided that if any subsidiary (a “Subject Subsidiary”) being designated as an Unrestricted Subsidiary has a subsidiary that was previously designated as an Unrestricted Subsidiary (the “Previously Designated Unrestricted Subsidiary”) in compliance with the provisions of this Agreement, the Investment of such Subject Subsidiary in such Previously Designated Unrestricted Subsidiary shall not be taken into account, and shall be excluded, in determining whether the Subject Subsidiary may be designated as an Unrestricted Subsidiary hereunder. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (x) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time, and (y) a return on any Investment by the applicable Loan Party or Restricted Subsidiary in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the Fair Market Value fair market value at the date of such designation of such Loan Party’s or Restricted Subsidiary’s Investment in such Subsidiary. For Notwithstanding the avoidance of doubtforegoing, neither a Holdings, U.S. Holdings and the Borrower nor UK Holdco shall not be permitted to be an Unrestricted Subsidiary. At any time a Subsidiary is designated as an Unrestricted Subsidiary hereunder, Any such designation by the Borrower Representative shall cause such Subsidiary to be designated as an Unrestricted Subsidiary board of directors (or any similar applicable termgoverning body) under of Holdings shall be evidenced to the Senior Secured NotesAdministrative Agent by promptly filing with the Administrative Agent a copy of the resolution of the board of directors (or similar governing body) of Holdings giving effect to such designation and a certificate of an Authorized Officer of Holdings certifying that such designation complied with the foregoing provisions.

Designation of Unrestricted Subsidiaries. The At any time following the Closing Date, the Borrower Representative may at any time after the Closing Date designate any Restricted Subsidiary of a Borrower as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided, that (i) immediately before and subsequently re-designate after such designation, no Default or Event of Default shall have occurred and be continuing or would result therefrom, (ii) immediately after giving effect to such designation, the Loan Parties shall be in compliance on a pro forma basis with the covenants set forth in Section 7.11, recomputed for the most recent fiscal quarter for which financial statements are required to have been delivered (or are required to have been delivered), (iii) the Borrower shall deliver to Administrative Agent at least three (3) Business Days prior to such designation a certificate of a Responsible Officer of the Borrower, together with all relevant financial information reasonably requested by Administrative Agent, demonstrating compliance with the foregoing clauses (i) and (ii) of this Section 6.21 and, if applicable, certifying that such Subsidiary meets the requirements of an “Unrestricted Subsidiary”, (iv) at least ten (10) days prior to the designation of any Unrestricted Subsidiary as a Restricted Subsidiary, the Lenders shall have received all documentation and other information required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the Act, with respect to such Subsidiary and (v) no Restricted Subsidiary may be designated as (or continue as) an Unrestricted Subsidiary if other than for purposes such Subsidiary owns, or has an exclusive license in, any Material Intellectual Property. The designation of designating a Restricted any Subsidiary as an Unrestricted Subsidiary that is a Receivables Subsidiary in connection with the establishment of a Qualified Receivables Financing (i) the Interest Coverage Ratio of UK Holdco and the Restricted Subsidiaries for the most recently ended Reference Period preceding such designation or re-designation, as applicable, would have been, on a Pro Forma Basis, at least the lesser of (x) 2.00 to 1.00 and (y) the Interest Coverage Ratio as of the most recently ended Reference Period and (ii) no Event of Default has occurred and is continuing or would result therefrom. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the applicable Loan Party or Restricted Subsidiary Parties therein at the date of designation in an amount equal to the Fair Market Value fair market value of the applicable Loan Party’s or Parties’ Investment in such Subsidiary; provided, that, upon a designation of such Unrestricted Subsidiary as a Restricted Subsidiary’s investment therein; provided that , the Loan Parties shall be deemed to continue to have a permanent Investment in an Unrestricted Subsidiary in an amount (if any subsidiary positive) equal to (a “Subject Subsidiary”x) being designated the lesser of (A) the fair market value of the Investments of the Loan Parties and their Restricted Subsidiaries in such Unrestricted Subsidiary at the time of such re-designation and (B) the fair market value of Investments of the Loan Parties and their Restricted Subsidiaries made in connection with the designation of such Restricted Subsidiary as an Unrestricted Subsidiary has a subsidiary that was previously designated as an Unrestricted Subsidiary minus (y) the “Previously Designated Unrestricted portion (proportionate to the Loan Parties’ and their Subsidiaries’ Equity Interests in such resulting Restricted Subsidiary”) in compliance with of the provisions fair market value of this Agreement, the Investment net assets of such Subject Restricted Subsidiary in at the time of such Previously Designated Unrestricted Subsidiary shall not be taken into account, and shall be excluded, in determining whether the Subject Subsidiary may be designated as an Unrestricted Subsidiary hereunderre-designation. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (x) the incurrence or making, as applicable, at the time of designation of any Investments, Indebtedness or Liens of such Subsidiary existing at such time, and (y) . An Unrestricted Subsidiary that has subsequently been designated as a return on any Investment by the applicable Loan Party or Restricted Subsidiary in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the Fair Market Value at the date of such designation of such Loan Party’s or Restricted Subsidiary’s Investment in such Subsidiary. For the avoidance of doubt, neither a Borrower nor UK Holdco shall may not be permitted to be redesignated as an Unrestricted Subsidiary. At any time a Subsidiary is designated as an Unrestricted Subsidiary hereunder, the Borrower Representative shall cause such Subsidiary to be designated as an Unrestricted Subsidiary (or any similar applicable term) under the Senior Secured Notes.

Designation of Unrestricted Subsidiaries. The Borrower Representative Board of Directors of the Company may at any time after the Closing Date designate any Restricted Subsidiary as an Unrestricted Subsidiary and subsequently re-designate any Unrestricted Subsidiary as a Restricted Subsidiary, if other than for purposes of designating a Restricted Subsidiary as an Unrestricted Subsidiary that is a Receivables Subsidiary in connection with the establishment of a Qualified Receivables Financing (i) the Interest Coverage Ratio of UK Holdco and the Restricted Subsidiaries for the most recently ended Reference Period preceding such designation or re-designation, as applicable, would have been, on a Pro Forma Basis, at least the lesser of (x) 2.00 to 1.00 and (y) the Interest Coverage Ratio as of the most recently ended Reference Period and (ii) no Event of Default has occurred and is continuing or would result therefrom. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the applicable Loan Party or Restricted Subsidiary therein at the date of designation in an amount equal to the Fair Market Value of the applicable Loan Party’s or Restricted Subsidiary’s investment therein; provided that if any subsidiary (a “Subject Subsidiary”) being designated as an Unrestricted Subsidiary has a subsidiary that was previously designated as an Unrestricted Subsidiary (the “Previously Designated Unrestricted Subsidiary”) in compliance with the provisions of this Agreement, the Investment of such Subject Subsidiary in such Previously Designated Unrestricted Subsidiary shall not be taken into account, and shall be excluded, in determining whether the Subject Subsidiary may be designated as an Unrestricted Subsidiary hereunder. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (x) the incurrence at the time of designation of Indebtedness or Liens of such Subsidiary existing at such time, and (y) a return on any Investment by the applicable Loan Party or Restricted Subsidiary in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the Fair Market Value at the date of such designation of such Loan Party’s or Restricted Subsidiary’s Investment in such Subsidiary. For the avoidance of doubt, neither a Borrower nor UK Holdco shall be permitted to be an Unrestricted SubsidiarySubsidiary if that designation would not cause a Default. At any time If a Restricted Subsidiary is designated as an Unrestricted Subsidiary hereunderSubsidiary, the Borrower Representative shall cause such aggregate Fair Market Value of all outstanding Investments owned by the Company and its Restricted Subsidiaries in the Subsidiary to be designated as an Unrestricted Subsidiary will be deemed to be either an Investment made as of the time of the designation that will reduce the amount available for Restricted Payments under Section 3.3 or represent a Permitted Investment under one or more clauses of the definition of Permitted Investments, as determined by the Company. That designation will only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. Any designation of a Subsidiary of the Company as an Unrestricted Subsidiary will be evidenced to the Trustee by filing with the Trustee a copy of a resolution of the Board of Directors giving effect to such designation and an Officers’ Certificate certifying that such designation complied with the preceding conditions and was permitted by Section 3.3. 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 Indenture and any Indebtedness of such Subsidiary will be deemed to be incurred by a Restricted Subsidiary of the Company as of such date and, if such Indebtedness is not permitted to be incurred as of such date under Section 3.2. The Board of Directors of the Company may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of the Company; provided that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Company of any outstanding Indebtedness of such Unrestricted Subsidiary, and such designation will only be permitted if (1) such Indebtedness is permitted under Section 3.2, calculated on a pro forma basis as if such designation had occurred at the beginning of the applicable reference period; and (2) no Default or any similar applicable term) under the Senior Secured NotesEvent of Default would be in existence following such designation.

Designation of Unrestricted Subsidiaries. The Borrower Representative Board of Directors of the Company may at any time after the Closing Date designate any Restricted Subsidiary as to be an Unrestricted Subsidiary and subsequently re-designate any Unrestricted Subsidiary as if that designation would not cause a Restricted Subsidiary, if other than for purposes of designating a Restricted Subsidiary as an Unrestricted Subsidiary that is a Receivables Subsidiary in connection with the establishment of a Qualified Receivables Financing (i) the Interest Coverage Ratio of UK Holdco and the Restricted Subsidiaries for the most recently ended Reference Period preceding such designation or re-designation, as applicable, would have been, on a Pro Forma Basis, at least the lesser of (x) 2.00 to 1.00 and (y) the Interest Coverage Ratio as of the most recently ended Reference Period and (ii) no Event of Default has occurred and is continuing or would result therefrom. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the applicable Loan Party or Restricted Subsidiary therein at the date of designation in an amount equal to the Fair Market Value of the applicable Loan Party’s or Restricted Subsidiary’s investment thereinDefault; provided that if any subsidiary (in no event will a “Subject Subsidiary”) being designated as an Unrestricted Subsidiary has a subsidiary of the Company that was previously designated as an Unrestricted Subsidiary (owns or holds the “Previously Designated Unrestricted Subsidiary”) in compliance with right to use, license or sublicense the provisions of this Agreement, the Investment of such Subject Subsidiary in such Previously Designated Unrestricted Subsidiary shall not be taken into account, and shall be excluded, in determining whether the Subject Subsidiary may "GNC" brand be designated as an Unrestricted Subsidiary hereunderSubsidiary. The designation of any Unrestricted Subsidiary as If a Restricted Subsidiary shall constitute (x) the incurrence at the time of designation of Indebtedness or Liens of such Subsidiary existing at such time, and (y) a return on any Investment by the applicable Loan Party or Restricted Subsidiary in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the Fair Market Value at the date of such designation of such Loan Party’s or Restricted Subsidiary’s Investment in such Subsidiary. For the avoidance of doubt, neither a Borrower nor UK Holdco shall be permitted to be an Unrestricted Subsidiary. At any time a Subsidiary is designated as an Unrestricted Subsidiary hereunderSubsidiary, the Borrower Representative shall cause such aggregate fair market value of all outstanding Investments owned by the Company and its Restricted Subsidiaries in the Subsidiary designated as Unrestricted will be deemed to be an Investment made as of the time of the designation and will reduce the amount available for Restricted Payments under the provisions of Section 4.07 hereof or under one or more clauses of the definition of Permitted Investments, as determined by the Company. That designation will only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. The Board of Directors of the Company may redesignate any Unrestricted Subsidiary to be designated a Restricted Subsidiary if that redesignation would not cause a Default. Any designation of a Subsidiary of the Company as an Unrestricted Subsidiary (or will be evidenced to the Trustee by filing with the Trustee a certified copy of a resolution of the Board of Directors giving effect to such designation and an Officer's Certificate certifying that such designation complied with the preceding conditions and was permitted by the provisions of Section 4.07 hereof. If, at any similar applicable term) 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 Indenture and any Indebtedness of such Subsidiary will be deemed to be Incurred by a Restricted Subsidiary of the Company as of such date and, if such Indebtedness is not permitted to be Incurred as of such date under the Senior Secured Notesprovisions of Section 4.09 hereof, the Company will be in default of such Section 4.09 hereof. The Board of Directors of the Company may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of the Company; provided that such designation will be deemed to be an Incurrence of Indebtedness by a Restricted Subsidiary of the Company of any outstanding Indebtedness of such Unrestricted Subsidiary, and such designation will only be permitted if (1) such Indebtedness is permitted under the provisions of Section 4.09 hereof, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period; and (2) no Default or Event of Default would be in existence following such designation.

Designation of Unrestricted Subsidiaries. (a) The Borrower Representative may designate any Subsidiary of the Borrower as an “Unrestricted Subsidiary” under this Agreement (a “Designation”) only if: (i) no Default or Event of Default shall have occurred and be continuing at any the time of or after giving effect to such Designation; (ii) the Closing Date designate Borrower or any Restricted Subsidiary as would be permitted to make, at the time of such Designation, an Unrestricted Subsidiary and subsequently re-designate any Unrestricted Subsidiary as a Investment pursuant to Section 6.05 in an amount equal to the fair market value of the Borrower’s or such Restricted Subsidiary, if other than for purposes of designating a Restricted ’s proportionate interest in such Subsidiary as an Unrestricted Subsidiary that is a Receivables Subsidiary in connection with the establishment of a Qualified Receivables Financing on such date; and (iiii) the Interest Coverage Total Leverage Ratio of UK Holdco and the Restricted Subsidiaries for the most recently ended Reference Period preceding such designation or re-designation, as applicable, would have been, does not exceed 4.0 to 1.0 on a Pro Forma Basis, at least the lesser of (x) 2.00 pro forma basis after giving effect to 1.00 and (y) the Interest Coverage Ratio such Designation tested as of the most recently ended Reference Period fiscal quarter for which financial statements have been delivered pursuant to Section 5.04(a) or 5.04(b). (b) Without limiting the provisions of the foregoing clause (a) and in furtherance thereof, no Subsidiary shall be Designated as an “Unrestricted Subsidiary” unless such Subsidiary: (i) has no Indebtedness other than Non-Recourse Debt; (ii) no Event of Default has occurred and is continuing not party to any agreement, contract, arrangement or would result therefrom. The designation of understanding with the Borrower or any Restricted Subsidiary unless the terms of the agreement, contract, arrangement or understanding are no less favorable to the Borrower or the Restricted Subsidiary than those that might be obtained at the time from Persons who are not Affiliates; (iii) is a Person with respect to which neither the Borrower nor any Restricted Subsidiary has any direct or indirect obligation (A) to subscribe for additional Equity Interests or (B) to maintain or preserve the Person’s financial condition or to cause the Person to achieve any specified levels of operating results; and (iv) has not guaranteed or otherwise directly or indirectly provided credit support for any Indebtedness of the Borrower or any Restricted Subsidiary, except for any guarantee given solely to support the pledge by the Borrower or any Restricted Subsidiary of the Equity Interests of such Unrestricted Subsidiary, which guarantee is not recourse to the Borrower or any Restricted Subsidiary. (c) If, at any time, any Unrestricted Subsidiary fails to meet the preceding requirements as an Unrestricted Subsidiary, it shall thereafter cease to be an Unrestricted Subsidiary after for purposes of this Agreement and any Indebtedness of the Closing Date Subsidiary and any Liens on assets of such Subsidiary shall constitute an Investment be deemed to be incurred by the applicable Loan Party or a Restricted Subsidiary therein at such time and, if the date of designation Indebtedness is not permitted to be incurred under Section 6.01 or the Lien is not permitted under Section 6.02, the Borrower shall be in an amount equal to the Fair Market Value default of the applicable Loan Party’s or Restricted Subsidiary’s investment therein; provided that if any subsidiary Section. (a “Subject Subsidiary”d) being designated as The Borrower may redesignate an Unrestricted Subsidiary has a subsidiary that was previously designated as an Unrestricted Subsidiary (the “Previously Designated Unrestricted Subsidiary”) in compliance with the provisions of this Agreement, the Investment of such Subject Subsidiary in such Previously Designated Unrestricted Subsidiary shall not be taken into account, and shall be excluded, in determining whether the Subject Subsidiary may be designated as an Unrestricted Subsidiary hereunder. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary (a “Redesignation”) only if: (i) no Default or Event of Default shall constitute (x) the incurrence have occurred and be continuing at the time of designation of and after giving effect to such Redesignation; (ii) all Liens, Indebtedness or Liens and Investments of such Unrestricted Subsidiary existing outstanding immediately following such Redesignation would, if incurred or made at such time, and (y) a return on any Investment by the applicable Loan Party or Restricted Subsidiary in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the Fair Market Value at the date of such designation of such Loan Party’s or Restricted Subsidiary’s Investment in such Subsidiary. For the avoidance of doubt, neither a Borrower nor UK Holdco shall be have been permitted to be an Unrestricted Subsidiary. At any time incurred or made for all purposes of this Agreement; and (iii) the Total Leverage Ratio does not exceed 4.0 to 1.0 on a Subsidiary is designated pro forma basis after giving effect to such Redesignation tested as an Unrestricted Subsidiary hereunderof most recently ended fiscal quarter for which financial statements have been delivered pursuant to Section 5.04(a) or 5.04(b). (e) All Designations and Redesignations shall be evidenced by resolutions of the board of directors of the Borrower, delivered to the Borrower Representative shall cause such Subsidiary to be designated as an Unrestricted Subsidiary (or any similar applicable term) under Administrative Agent certifying compliance with the Senior Secured Notesforegoing provisions.

Designation of Unrestricted Subsidiaries. The Borrower Representative may at designate any time Subsidiary of the Borrower (other than PHI or any member of the HNZ Group) acquired, formed or otherwise created after the Closing Date designate any Restricted Subsidiary as an “Unrestricted Subsidiary Subsidiary” under this Agreement (a “Designation”) only if: (a) such designation is made within five (5) Business Days of such acquisition, formation or other creation; (b) no Default shall have occurred and subsequently re-designate any Unrestricted Subsidiary as a Restricted Subsidiary, if other than for purposes be continuing at the time of designating a Restricted Subsidiary as an Unrestricted Subsidiary that is a Receivables Subsidiary in connection with the establishment of a Qualified Receivables Financing or after giving effect to such Designation; and (ic) the Interest Coverage Ratio of UK Holdco and the Restricted Subsidiaries for the most recently ended Reference Period preceding such designation or re-designation, as applicable, Borrower would have been, on a Pro Forma Basisbe permitted to make, at least the lesser time of (x) 2.00 to 1.00 and (y) the Interest Coverage Ratio as of the most recently ended Reference Period and (ii) no Event of Default has occurred and is continuing or would result therefrom. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute such Designation, an Investment by the applicable Loan Party or Restricted Subsidiary therein at the date of designation pursuant to Section 6.03 in an amount (the “Designation Amount”) equal to the Fair Market Value of the applicable Loan PartyBorrower’s proportionate interest in such Subsidiary on such date. No Subsidiary shall be Designated as an “Unrestricted Subsidiary” unless such Subsidiary: (a) has no Indebtedness other than Non Recourse Debt; (b) is not party to any agreement, contract, arrangement or understanding with the Borrower or any Restricted Subsidiary unless the terms of the agreement, contract, arrangement or understanding are reasonably similar to, or more materially favorable to the Borrower or the Restricted Subsidiary (taken as a whole) than, those that might be obtained at the time from Persons who are not Affiliates; (c) is a Person with respect to which neither the Borrower nor any Restricted Subsidiary has any direct or indirect obligation (i) to subscribe for additional Equity Interests or (ii) to maintain or preserve the Person’s financial condition or to cause the Person to achieve any specified levels of operating results; and (d) has not guaranteed or otherwise directly or indirectly provided credit support for any Indebtedness of the Borrower or any Restricted Subsidiary’s investment therein; provided that if , except for any subsidiary (Guarantee given solely to support the pledge by the Borrower or any Restricted Subsidiary of the Equity Interests of such Unrestricted Subsidiary, which Guarantee is not recourse to the Borrower or any Restricted Subsidiary, and except to the extent the amount thereof constitutes a “Subject Subsidiary”) being designated Restricted Payment permitted pursuant to Section 6.02 of this Agreement. If, at any time, any Unrestricted Subsidiary fails to meet the preceding requirements as an Unrestricted Subsidiary has a subsidiary that was previously designated as Subsidiary, it shall thereafter cease to be an Unrestricted Subsidiary (the “Previously Designated Unrestricted Subsidiary”) in compliance with the provisions for purposes of this Agreement, Agreement and any Indebtedness of the Investment Subsidiary and any Liens on assets of such Subject Subsidiary in such Previously Designated Unrestricted Subsidiary shall be deemed to be incurred by a Restricted Subsidiary as of the date and, if the Indebtedness is not permitted to be taken into account, and incurred under Section 6.01 or the Lien is not permitted under Section 6.05 the Borrower shall be excluded, in determining whether default of the Subject Subsidiary may be designated as an Unrestricted Subsidiary hereunderapplicable covenant. The designation of any Borrower may redesignate an Unrestricted Subsidiary as a Restricted Subsidiary (a “Redesignation”) only if: (a) no Default shall constitute (x) the incurrence have occurred and be continuing at the time of designation of and after giving effect to such Redesignation; and (b) all Liens, Indebtedness or Liens and Investments of such Unrestricted Subsidiary existing outstanding immediately following such Redesignation would, if incurred or made at such time, and (y) a return on any Investment by the applicable Loan Party or Restricted Subsidiary in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the Fair Market Value at the date of such designation of such Loan Party’s or Restricted Subsidiary’s Investment in such Subsidiary. For the avoidance of doubt, neither a Borrower nor UK Holdco shall be have been permitted to be an Unrestricted Subsidiaryincurred or made for all purposes of this Agreement. At any time a Subsidiary is designated as an Unrestricted Subsidiary hereunderAll Designations and Redesignations must be evidenced by resolutions of the Board of Directors of the Borrower, delivered to the Borrower Representative shall cause such Subsidiary to be designated as an Unrestricted Subsidiary (or any similar applicable term) under Administrative Agent certifying compliance with the Senior Secured Notesforegoing provisions.

Designation of Unrestricted Subsidiaries. (a) The Board of Directors of the Borrower Representative may at any time after the Closing Date designate any Restricted Subsidiary as an Unrestricted Subsidiary and subsequently re-designate (including any newly acquired or newly formed Restricted Subsidiary at or prior to the time it is so acquired or formed but excluding any Restricted Subsidiary that was previously an Unrestricted Subsidiary), or any Unrestricted Subsidiary as a Restricted Subsidiary, if other than for purposes of designating a Restricted Subsidiary as an Unrestricted Subsidiary ; provided that is a Receivables Subsidiary in connection with the establishment of a Qualified Receivables Financing (i) the Interest Coverage Ratio of UK Holdco immediately before and the Restricted Subsidiaries for the most recently ended Reference Period preceding after such designation or re-designation, as applicableno Potential Default or Event of Default shall have occurred and be continuing, would have been(ii) immediately after giving effect to such designation, the Borrower shall be in compliance, on a Pro Forma Basis, at least with the lesser Financial Covenants and (iii) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of any Permitted Unsecured Notes (unless it is substantially concurrently being designated as an Unrestricted Subsidiary under such Indebtedness). Any (x) 2.00 to 1.00 and designation of a Subsidiary as an Unrestricted Subsidiary or (y) redesignation as a Restricted Subsidiary will be evidenced to the Interest Coverage Ratio as Administrative Agent by delivering to the Administrative Agent a copy of a Board Resolution giving effect to such designation and an Officer’s Certificate certifying that such designation complied with the most recently ended Reference Period and (ii) no Event requirements of Default has occurred and is continuing or would result therefromthis Section 8.2.3. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the applicable Loan Party Borrower or the relevant Restricted Subsidiary (as applicable) therein at the date of designation in an amount equal to the Fair Market Value of the applicable Loan PartyBorrower’s or such relevant Restricted Subsidiary’s (as applicable) investment therein; provided that if any subsidiary (a “Subject , as determined in good faith by the Borrower or such relevant Restricted Subsidiary”) being designated as an Unrestricted Subsidiary has a subsidiary that was previously designated as an Unrestricted Subsidiary (the “Previously Designated Unrestricted Subsidiary”) in compliance with the provisions of this Agreement, and the Investment of resulting from such Subject Subsidiary in such Previously Designated Unrestricted Subsidiary shall not designation must otherwise be taken into account, permitted under Section 8.2.4 [Loans and shall be excluded, in determining whether the Subject Subsidiary may be designated as an Unrestricted Subsidiary hereunderInvestments]. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (x) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time. (b) No Unrestricted Subsidiary shall: (1) have any Indebtedness other than Non-Recourse Debt; (2) except as permitted by Section 8.2.8 [Affiliate Transactions], be party to any agreement, contract, arrangement or understanding with the Borrower or any Restricted Subsidiary unless the terms of any such agreement, contract, arrangement or understanding are no less favorable to the Borrower or such Restricted Subsidiary than those that might be obtained at the time from Persons that are not Affiliates of the Borrower; (3) be a Person with respect to which either the Borrower or any Restricted Subsidiary has any direct or indirect obligation (x) to subscribe for additional Equity Interests (except pursuant to an Investment that would be permitted hereunder at the time such obligation is incurred and such Investment is made) or (y) a return on to maintain or preserve such Person’s financial condition or to cause such Person to achieve any Investment by specified levels of operating results; or (4) Guaranty or otherwise directly or indirectly provide credit support for any Indebtedness of the applicable Loan Party Borrower or any Restricted Subsidiary in Unrestricted Subsidiaries (other than pursuant to the preceding sentence in an amount equal Guaranty Agreement), except to the Fair Market Value at the date of extent such Guaranty would be and is released upon such designation of such Loan Party’s or Restricted Subsidiary’s Investment in such Subsidiary. For the avoidance of doubt, neither a Borrower nor UK Holdco shall be permitted to be as an Unrestricted Subsidiary. At any time a Subsidiary is designated as an Unrestricted Subsidiary hereunder, the Borrower Representative shall cause such Subsidiary to be designated as an Unrestricted Subsidiary (or any similar applicable term) under the Senior Secured Notes.

Designation of Unrestricted Subsidiaries. The Borrower Representative Company may designate after the Issue Date any Subsidiary of the Company as an "Unrestricted Subsidiary" under this Supplemental Indenture and the Indenture (a "Designation") only if: (i) no Default or Event of Default shall have occurred and be continuing at the time of or after giving effect to such Designation; (ii) at the time of and after giving effect to such Designation, the Company could Incur $1.00 of additional Indebtedness (other than Permitted Indebtedness) under the Consolidated Fixed Charge Coverage Ratio of the first paragraph of Section 4.10(a); and (iii) the Company would be permitted to make an Investment (other than a Permitted Investment) at the time of Designation (assuming the effectiveness of such Designation) pursuant to Section 4.11(a) above in an amount (the "Designation Amount") equal to the amount of the Company's Investment in such Subsidiary on such date. Neither the Company nor any Restricted Subsidiary shall at any time after (x) provide credit support for, subject any of its property or assets (other than the Closing Date designate Capital Stock of any Restricted Unrestricted Subsidiary) to the satisfaction of, or guarantee, any Indebtedness of any Unrestricted Subsidiary (including any undertaking, agreement or instrument evidencing such Indebtedness) or (y) be directly or indirectly liable for any Indebtedness of any Unrestricted Subsidiary. For purposes of the foregoing, the Designation of a Subsidiary of the Company as an Unrestricted Subsidiary shall be deemed to include the Designation of all of the Subsidiaries of such Subsidiary. The Company may revoke any Designation of a Subsidiary as an Unrestricted Subsidiary and subsequently re-designate any Unrestricted Subsidiary as (a Restricted Subsidiary, if other than for purposes of designating a Restricted Subsidiary as an Unrestricted Subsidiary that is a Receivables Subsidiary in connection with the establishment of a Qualified Receivables Financing "Revocation") only if: (i) the Interest Coverage Ratio of UK Holdco and the Restricted Subsidiaries for the most recently ended Reference Period preceding such designation no Default or re-designation, as applicable, would have been, on a Pro Forma Basis, at least the lesser of (x) 2.00 to 1.00 and (y) the Interest Coverage Ratio as of the most recently ended Reference Period and (ii) no Event of Default has shall have occurred and is be continuing or would result therefrom. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the applicable Loan Party or Restricted Subsidiary therein at the date of designation in an amount equal to the Fair Market Value of the applicable Loan Party’s or Restricted Subsidiary’s investment therein; provided that if any subsidiary (a “Subject Subsidiary”) being designated as an Unrestricted Subsidiary has a subsidiary that was previously designated as an Unrestricted Subsidiary (the “Previously Designated Unrestricted Subsidiary”) in compliance with the provisions of this Agreement, the Investment of such Subject Subsidiary in such Previously Designated Unrestricted Subsidiary shall not be taken into account, and shall be excluded, in determining whether the Subject Subsidiary may be designated as an Unrestricted Subsidiary hereunder. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (x) the incurrence at the time of designation of and after giving effect to such Revocation; and (ii) all Liens and Indebtedness or Liens of such Unrestricted Subsidiary existing outstanding immediately following such Revocation would, if Incurred at such time, and (y) a return on any Investment by the applicable Loan Party or Restricted Subsidiary in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the Fair Market Value at the date of such designation of such Loan Party’s or Restricted Subsidiary’s Investment in such Subsidiary. For the avoidance of doubt, neither a Borrower nor UK Holdco shall be have been permitted to be an Unrestricted SubsidiaryIncurred for all purposes of this Supplemental Indenture and the Indenture. At any time a Subsidiary is designated as an Unrestricted Subsidiary hereunderAll Designations and Revocations must be evidenced by resolutions of the Board of Directors of the Company, delivered to the Borrower Representative shall cause such Subsidiary to be designated as an Unrestricted Subsidiary (or any similar applicable term) under Trustee certifying compliance with the Senior Secured Notesforegoing provisions.

Designation of Unrestricted Subsidiaries. The Borrower Representative Board of Directors of the Company may at any time after the Closing Date designate any Restricted Subsidiary as an Unrestricted Subsidiary and subsequently re-designate any Unrestricted Subsidiary as a Restricted Subsidiary, if other than for purposes of designating a Restricted Subsidiary as an Unrestricted Subsidiary that is a Receivables Subsidiary in connection with the establishment of a Qualified Receivables Financing (i) the Interest Coverage Ratio of UK Holdco and the Restricted Subsidiaries for the most recently ended Reference Period preceding such designation or re-designation, as applicable, would have been, on a Pro Forma Basis, at least the lesser of (x) 2.00 to 1.00 and (y) the Interest Coverage Ratio as of the most recently ended Reference Period and (ii) no Event of Default has occurred and is continuing or would result therefrom. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the applicable Loan Party or Restricted Subsidiary therein at the date of designation in an amount equal to the Fair Market Value of the applicable Loan Party’s or Restricted Subsidiary’s investment therein; provided that if any subsidiary (a “Subject Subsidiary”) being designated as an Unrestricted Subsidiary has a subsidiary that was previously designated as an Unrestricted Subsidiary (the “Previously Designated Unrestricted Subsidiary”) in compliance with the provisions of this Agreement, the Investment of such Subject Subsidiary in such Previously Designated Unrestricted Subsidiary shall not be taken into account, and shall be excluded, in determining whether the Subject Subsidiary may be designated as an Unrestricted Subsidiary hereunder. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (x) the incurrence at the time of designation of Indebtedness or Liens of such Subsidiary existing at such time, and (y) a return on any Investment by the applicable Loan Party or Restricted Subsidiary in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the Fair Market Value at the date of such designation of such Loan Party’s or Restricted Subsidiary’s Investment in such Subsidiary. For the avoidance of doubt, neither a Borrower nor UK Holdco shall be permitted to be an Unrestricted SubsidiarySubsidiary if that designation would not cause a Default. At any time If a Restricted Subsidiary is designated as an Unrestricted Subsidiary hereunderSubsidiary, the Borrower Representative shall cause such aggregate fair market value of all outstanding Investments owned by the Company and its Restricted Subsidiaries in the Subsidiary designated as Unrestricted will be deemed to be an Investment made as of the time of the designation and will reduce the amount available for Restricted Payments under the provisions of Section 4.07 hereof or under one or more clauses of the definition of Permitted Investments, as determined by the Company. That designation will only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. The Board of Directors of the Company may redesignate any Unrestricted Subsidiary to be designated a Restricted Subsidiary if that redesignation would not cause a Default. Any designation of a Subsidiary of the Company as an Unrestricted Subsidiary (or will be evidenced to the Trustee by filing with the Trustee a certified copy of a resolution of the Board of Directors giving effect to such designation and an Officer’s Certificate certifying that such designation complied with the preceding conditions and was permitted by the provisions of Section 4.07 hereof. If, at any similar applicable term) 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 Indenture and any Indebtedness of such Subsidiary will be deemed to be Incurred by a Restricted Subsidiary of the Company as of such date and, if such Indebtedness is not permitted to be Incurred as of such date under the Senior Secured Notesprovisions of Section 4.09 hereof, the Company will be in default of such Section 4.09 hereof. The Board of Directors of the Company may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of the Company; provided that such designation will be deemed to be an Incurrence of Indebtedness by a Restricted Subsidiary of the Company of any outstanding Indebtedness of such Unrestricted Subsidiary, and such designation will only be permitted if (1) such Indebtedness is permitted under the provisions of Section 4.09 hereof, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period; and (2) no Default or Event of Default would be in existence following such designation.

Designation of Unrestricted Subsidiaries. (a) The Board of Directors of the Borrower Representative may at any time after the Closing Date designate any Restricted Subsidiary as an Unrestricted Subsidiary and subsequently re-designate (including any newly acquired or newly formed Restricted Subsidiary at or prior to the time it is so acquired or formed but excluding (i) any Restricted Subsidiary that was previously an Unrestricted Subsidiary or (ii) any Specified DevCo), or any Unrestricted Subsidiary as a Restricted Subsidiary, if other than for purposes of designating a Restricted Subsidiary as an Unrestricted Subsidiary ; provided that is a Receivables Subsidiary in connection with the establishment of a Qualified Receivables Financing (i) the Interest Coverage Ratio of UK Holdco immediately before and the Restricted Subsidiaries for the most recently ended Reference Period preceding after such designation or re-designation, as applicableno Potential Default or Event of Default shall have occurred and be continuing, would have been(ii) immediately after giving effect to such designation, the Borrower shall be in compliance, on a Pro Forma Basis, at least with the lesser Financial Covenants and (iii) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of any Permitted Unsecured Notes (unless it is substantially concurrently being designated as an Unrestricted Subsidiary under such Indebtedness). Any (x) 2.00 to 1.00 and designation of a Subsidiary as an Unrestricted Subsidiary or (y) redesignation as a Restricted Subsidiary will be evidenced to the Interest Coverage Ratio as Administrative Agent by delivering to the Administrative Agent a copy of a Board Resolution giving effect to such designation and an Officer’s Certificate certifying that such designation complied with the most recently ended Reference Period and (ii) no Event requirements of Default has occurred and is continuing or would result therefromthis Section 8.2.3. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the applicable Loan Party Borrower or the relevant Restricted Subsidiary (as applicable) therein at the date of designation in an amount equal to the Fair Market Value of the applicable Loan PartyBorrower’s or such relevant Restricted Subsidiary’s (as applicable) investment therein; provided that if any subsidiary (a “Subject , as determined in good faith by the Borrower or such relevant Restricted Subsidiary”) being designated as an Unrestricted Subsidiary has a subsidiary that was previously designated as an Unrestricted Subsidiary (the “Previously Designated Unrestricted Subsidiary”) in compliance with the provisions of this Agreement, and the Investment of resulting from such Subject Subsidiary in such Previously Designated Unrestricted Subsidiary shall not designation must otherwise be taken into account, permitted under Section 8.2.4 [Loans and shall be excluded, in determining whether the Subject Subsidiary may be designated as an Unrestricted Subsidiary hereunderInvestments]. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (x) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time. (b) No Unrestricted Subsidiary shall: (1) have any Indebtedness other than Non-Recourse Debt; (2) except as permitted by Section 8.2.8 [Affiliate Transactions], be party to any agreement, contract, arrangement or understanding with the Borrower or any Restricted Subsidiary unless the terms of any such agreement, contract, arrangement or understanding are no less favorable to the Borrower or such Restricted Subsidiary than those that might be obtained at the time from Persons that are not Affiliates of the Borrower; (3) be a Person with respect to which either the Borrower or any Restricted Subsidiary has any direct or indirect obligation (x) to subscribe for additional Equity Interests (except pursuant to an Investment that would be permitted hereunder at the time such obligation is incurred and such Investment is made) or (y) a return on to maintain or preserve such Person’s financial condition or to cause such Person to achieve any Investment by specified levels of operating results; or (4) Guaranty or otherwise directly or indirectly provide credit support for any Indebtedness of the applicable Loan Party Borrower or any Restricted Subsidiary in Unrestricted Subsidiaries (other than pursuant to the preceding sentence in an amount equal Guaranty Agreement), except to the Fair Market Value at the date of extent such Guaranty would be and is released upon such designation of such Loan Party’s or Restricted Subsidiary’s Investment in such Subsidiary. For the avoidance of doubt, neither a Borrower nor UK Holdco shall be permitted to be as an Unrestricted Subsidiary. At any time a Subsidiary is designated as an Unrestricted Subsidiary hereunder, the Borrower Representative shall cause such Subsidiary to be designated as an Unrestricted Subsidiary (or any similar applicable term) under the Senior Secured Notes.

Designation of Unrestricted Subsidiaries. The board of directors of the Borrower Representative may at any time time, upon notice to the Administrative Agent, designate any Subsidiary formed or acquired after the Closing Date designate any Restricted Subsidiary as an Unrestricted Subsidiary Subsidiary; provided that (a) immediately before and subsequently re-designate any Unrestricted Subsidiary as a Restricted Subsidiary, if other than for purposes of designating a Restricted Subsidiary as an Unrestricted Subsidiary that is a Receivables Subsidiary in connection with the establishment of a Qualified Receivables Financing (i) the Interest Coverage Ratio of UK Holdco and the Restricted Subsidiaries for the most recently ended Reference Period preceding after such designation or re-designation, as applicableno Default shall have occurred and be continuing, would have been(b) immediately after giving effect to such designation, the Borrower shall be in compliance with Section 7.10 on a Pro Forma Basis, at least (c) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the lesser purpose of any other Indebtedness, (xd) 2.00 to 1.00 all representations and (y) warranties contained herein and in the Interest Coverage Ratio other Loan Documents shall be true and correct in all material respects with the same effect as though such representations and warranties had been made on and as of the most recently ended Reference Period date of such designation (both before and after giving effect thereto), unless stated to relate to a specific earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date, (iie) no Event except in the case of Default has occurred and is continuing Subsidiaries acquired in connection with Permitted Acquisitions in which the consideration paid therefor consisted solely of either Specified Proceeds or would result therefrom. The shares of the Borrower’s common stock, the designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the applicable Loan Party or Restricted Borrower in an Unrestricted Subsidiary therein at the date of designation in an amount equal to the Fair Market Value net book value of the applicable Loan Party’s or Restricted SubsidiaryBorrower’s investment therein; provided that if any subsidiary therein and such Investment shall otherwise be permitted by Section 7.03(n), and (f) the Borrower shall have delivered to the Administrative Agent an officer’s certificate executed by a “Subject Subsidiary”) being designated as an Unrestricted Subsidiary has a subsidiary that was previously designated as an Unrestricted Subsidiary (Responsible Officer, certifying, to the “Previously Designated Unrestricted Subsidiary”) in best of such officer’s knowledge, compliance with the provisions requirements of this Agreementpreceding clauses (a) through (e) and setting forth in reasonable detail the calculations demonstrating satisfaction of the covenants referred to in clause (b). Notwithstanding the foregoing, the Investment of such Subject Subsidiary in such Previously Designated Unrestricted Subsidiary shall not be taken into account, and shall be excluded, in determining whether the Subject a Subsidiary may only be designated as an Unrestricted Subsidiary hereunderas set forth above if such Subsidiary: (i) has no Indebtedness other than Non-Recourse Debt; (ii) except as permitted by Section 7.08, is not party to any agreement, contract, arrangement or understanding with the Borrower or any Subsidiary of the Borrower unless the terms of any such agreement, contract, arrangement or understanding are no less favorable to the Borrower or any Subsidiary of the Borrower than those that might be obtained at the time from Persons who are not Affiliates of Borrower; (iii) is a Person with respect to which neither Borrower nor any Subsidiary of the Borrower has any direct or indirect obligation (A) to subscribe for additional Equity Interests or (B) to maintain or preserve such Person’s financial condition or to cause such Person to achieve any specified levels of operating results; and (iv) has not guaranteed or otherwise directly or indirectly provided credit support for any Indebtedness of Borrower or any Subsidiary of the Borrower. The designation of If and for so long as any Unrestricted Subsidiary as a shall exist, the Borrower shall comply and cause each of its Unrestricted Subsidiaries to comply with the following to the extent applicable to it: (a) to the extent that any Unrestricted Subsidiary has cash, such Unrestricted Subsidiary will maintain its own deposit account or accounts, separate from those of any Loan Party or Restricted Subsidiary shall constitute (x) Subsidiary, with commercial banking institutions and ensure that its funds will not be commingled with the incurrence at the time funds of designation of Indebtedness or Liens of such Subsidiary existing at such time, and (y) a return on any Investment by the applicable Loan Party or Restricted Subsidiary in and vice versa; (b) each Unrestricted Subsidiaries pursuant Subsidiary will maintain a separate address from the address of any Loan Party or Restricted Subsidiary and vice versa, or to the preceding sentence extent any Unrestricted Subsidiary has offices in an amount equal to the Fair Market Value at the date of such designation of such same location as any Loan Party’s Party or Restricted Subsidiary’s Investment , maintain a fair and appropriate allocation of overhead costs among them, with each such entity bearing its fair share of such expense; (c) each Unrestricted Subsidiary will conduct its affairs strictly in accordance with its organization documents and observe all applicable corporate formalities, including holding board meetings, keeping separate minutes of its meetings, adopting appropriate resolutions, and maintaining accurate and separate books, records and accounts; (d) each Unrestricted Subsidiary will refrain from assuming or guaranteeing any of the liabilities or pledging any of its assets for the benefit of any Loan Party or Restricted Subsidiary and each Loan Party and Restricted Subsidiary will refrain from holding out its credit as being available to satisfy the obligations of any Unrestricted Subsidiary; (e) each Unrestricted Subsidiary will issue separate financial statements prepared not less frequently than quarterly and prepared in accordance with GAAP (except for the omission of certain footnotes and other presentation items required by GAAP with respect to audited financial statements); (f) each Unrestricted Subsidiary will refrain from using the stationery of any Loan Party or Restricted Subsidiary but instead effecting all written communications in its own name and vice versa; and (g) each Unrestricted Subsidiary will conduct all its business in its own name and avoid the appearance that it is conducting business on behalf of any Loan Party or any Restricted Subsidiary and vice versa. An Unrestricted Subsidiary may be subsequently designated as a Restricted Subsidiary, provided that any such Subsidiary. For the avoidance of doubt, neither a Borrower nor UK Holdco designation shall be permitted to be treated as an Unrestricted Subsidiary. At any time acquisition of Equity Interests in a Person that is not a Subsidiary is designated as an Unrestricted Subsidiary hereunderand shall be subject to all of the conditions and provisions hereof applicable thereto, the Borrower Representative shall cause such Subsidiary to be designated as an Unrestricted Subsidiary (or any similar applicable term) under the Senior Secured Notesincluding, without limitation, Section 7.03(i).

Designation of Unrestricted Subsidiaries. The Borrower Representative Board of Directors may at designate any time after the Closing Date designate Subsidiary (including any Restricted Subsidiary or any newly acquired or newly formed Subsidiary) to be an Unrestricted Subsidiary so long as: (i) neither the Company nor any Restricted Subsidiary is directly or indirectly liable for any Indebtedness of such Subsidiary; (ii) no default with respect to any Indebtedness of such Subsidiary would permit (upon notice, lapse of time or otherwise) any holder of any other Indebtedness of the Company or any Restricted Subsidiary to declare a default on such other Indebtedness or cause the payment thereof to be accelerated or payable prior to its stated maturity; (iii) any Investment in such Subsidiary deemed to be made as a result of designating such Subsidiary an Unrestricted Subsidiary will not violate the provisions of Section 4.07 hereof; (iv) neither the Company nor any Restricted Subsidiary has a contract, agreement, arrangement, understanding or obligation of any kind, whether written or oral, with such Subsidiary other than (A) those that might be obtained at the time from Persons who are not Affiliates of the Company or (B) administrative, tax sharing and other ordinary course contracts, agreements, arrangements and understandings or obligations entered into in the ordinary course of business; and (v) neither the Company nor any Restricted Subsidiary has any obligation to subscribe for additional shares of Capital Stock or other Equity Interests in such Subsidiary, or to maintain or preserve such Subsidiary's financial condition or to cause such Subsidiary to achieve certain levels of operating results, other than as permitted under Section 4.07 hereof. Notwithstanding the foregoing, the Company may not designate as an Unrestricted Subsidiary any Subsidiary which, on the date of this Indenture, is a Significant Subsidiary, and subsequently re-may not sell, transfer or otherwise dispose of any properties or assets of any such Significant Subsidiary to an Unrestricted Subsidiary, other than in the ordinary course of business. The Board of Directors may designate any Unrestricted Subsidiary as a Restricted Subsidiary, if other than for purposes ; provided that such designation will be deemed to be an incurrence of designating Indebtedness by a Restricted Subsidiary as an of any outstanding Indebtedness of such Unrestricted Subsidiary that is a Receivables Subsidiary in connection with the establishment of a Qualified Receivables Financing and such designation will only be permitted if (i) the Interest Coverage Ratio of UK Holdco and the Restricted Subsidiaries for the most recently ended Reference Period preceding such designation or re-designation, as applicable, would have been, on a Pro Forma Basis, at least the lesser of (x) 2.00 to 1.00 and (y) the Interest Coverage Ratio as of the most recently ended Reference Period Indebtedness is permitted under Section 4.09 hereof and (ii) no Default or Event of Default has occurred and is continuing or would occur as a result therefrom. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the applicable Loan Party or Restricted Subsidiary therein at the date of designation in an amount equal to the Fair Market Value of the applicable Loan Party’s or Restricted Subsidiary’s investment therein; provided that if any subsidiary (a “Subject Subsidiary”) being designated as an Unrestricted Subsidiary has a subsidiary that was previously designated as an Unrestricted Subsidiary (the “Previously Designated Unrestricted Subsidiary”) in compliance with the provisions of this Agreement, the Investment of such Subject Subsidiary in such Previously Designated Unrestricted Subsidiary shall not be taken into account, and shall be excluded, in determining whether the Subject Subsidiary may be designated as an Unrestricted Subsidiary hereunder. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (x) the incurrence at the time of designation of Indebtedness or Liens of such Subsidiary existing at such time, and (y) a return on any Investment by the applicable Loan Party or Restricted Subsidiary in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the Fair Market Value at the date of such designation of such Loan Party’s or Restricted Subsidiary’s Investment in such Subsidiary. For the avoidance of doubt, neither a Borrower nor UK Holdco shall be permitted to be an Unrestricted Subsidiary. At any time a Subsidiary is designated as an Unrestricted Subsidiary hereunder, the Borrower Representative shall cause such Subsidiary to be designated as an Unrestricted Subsidiary (or any similar applicable term) under the Senior Secured Notesdesignation.

Designation of Unrestricted Subsidiaries. (a) The Borrower Representative Company may designate after the Issue Date any Subsidiary of the Company as an "Unrestricted Subsidiary" (a "Designation") only if: (i) no Default or Event of Default shall have occurred and be continuing at the time of or after giving effect to such Designation; (ii) at the time of and after giving effect to such Designation, the Company could Incur $1.00 of additional Indebtedness (other than Permitted Indebtedness) pursuant to Section 4.08; and (iii) the Company would be permitted to make an Investment at the time of Designation (assuming the effectiveness of such Designation and treating such Designation as an Investment at such time) pursuant to Section 4.09(a) in an amount (the "Designation Amount") equal to the amount of the Company's Investment in such Subsidiary on such date. Neither the Company nor any Restricted Subsidiary shall at any time after (x) provide credit support for, subject any of its property or assets (other than the Closing Date designate Capital Stock of any Unrestricted Subsidiary) to the satisfaction, or guarantee of, any Indebtedness of any Unrestricted Subsidiary (including any undertaking, agreement or instrument evidencing such Indebtedness) unless such credit support or guarantee constitutes an Investment permitted pursuant to Section 4.09, (y) be directly or indirectly liable for any Indebtedness of any Unrestricted Subsidiary or (z) be directly or indirectly liable for any Indebtedness which provides that the 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 occurrence of a default with respect to any Indebtedness of any Unrestricted Subsidiary, except for any non-recourse guarantee given solely to support the pledge by the Company or any Restricted Subsidiary of the Capital Stock of any Unrestricted Subsidiary. For purposes of the foregoing, the Designation of a Subsidiary of the Company as an Unrestricted Subsidiary shall be deemed to include the Designation of all of the Subsidiaries of such Subsidiary. (b) The Company may revoke any Designation of a Subsidiary as an Unrestricted Subsidiary and subsequently re-designate any Unrestricted Subsidiary as (a Restricted Subsidiary, if other than for purposes of designating a Restricted Subsidiary as an Unrestricted Subsidiary that is a Receivables Subsidiary in connection with the establishment of a Qualified Receivables Financing "Revocation") only if: (i) the Interest Coverage Ratio of UK Holdco and the Restricted Subsidiaries for the most recently ended Reference Period preceding such designation no Default or re-designation, as applicable, would have been, on a Pro Forma Basis, at least the lesser of (x) 2.00 to 1.00 and (y) the Interest Coverage Ratio as of the most recently ended Reference Period and (ii) no Event of Default has shall have occurred and is be continuing or would result therefrom. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the applicable Loan Party or Restricted Subsidiary therein at the date of designation in an amount equal to the Fair Market Value of the applicable Loan Party’s or Restricted Subsidiary’s investment therein; provided that if any subsidiary (a “Subject Subsidiary”) being designated as an Unrestricted Subsidiary has a subsidiary that was previously designated as an Unrestricted Subsidiary (the “Previously Designated Unrestricted Subsidiary”) in compliance with the provisions of this Agreement, the Investment of such Subject Subsidiary in such Previously Designated Unrestricted Subsidiary shall not be taken into account, and shall be excluded, in determining whether the Subject Subsidiary may be designated as an Unrestricted Subsidiary hereunder. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (x) the incurrence at the time of designation of and after giving effect to such Revocation; and (ii) all Liens and Indebtedness or Liens of such Unrestricted Subsidiary existing outstanding immediately following such Revocation would, if Incurred at such time, and (y) a return on any Investment by the applicable Loan Party or Restricted Subsidiary in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the Fair Market Value at the date of such designation of such Loan Party’s or Restricted Subsidiary’s Investment in such Subsidiary. For the avoidance of doubt, neither a Borrower nor UK Holdco shall be have been permitted to be an Unrestricted Subsidiary. At any time a Subsidiary is designated as an Unrestricted Subsidiary hereunderIncurred for all purposes of this Indenture. (c) All Designations and Revocations must be evidenced by resolutions of the Board of Directors, delivered to the Borrower Representative shall cause such Subsidiary to be designated as an Unrestricted Subsidiary (or any similar applicable term) under Trustee certifying compliance with the Senior Secured Notesforegoing provisions.

Designation of Unrestricted Subsidiaries. The Borrower Representative Company may at any time designate after the Closing Issue Date designate any Restricted Subsidiary of the Company or any Subsidiary thereof as an “Unrestricted Subsidiary and subsequently re-designate any Unrestricted Subsidiary as Subsidiary” under this Indenture (a Restricted Subsidiary, if other than for purposes of designating a Restricted Subsidiary as an Unrestricted Subsidiary that is a Receivables Subsidiary in connection with the establishment of a Qualified Receivables Financing “Designation”) only if: (i) the Interest Coverage Ratio of UK Holdco and the Restricted Subsidiaries for the most recently ended Reference Period preceding such designation or re-designation, as applicable, would have been, on a Pro Forma Basis, at least the lesser of (x) 2.00 to 1.00 and (y) the Interest Coverage Ratio as of the most recently ended Reference Period and (ii1) no Default or Event of Default has shall have occurred and is be continuing at the time of, or after giving effect to, such Designation; and (2) the Company would result therefrom. The designation be permitted to make an Investment at the time of any Restricted Subsidiary Designation (assuming the effectiveness of such Designation and treating such Designation as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the applicable Loan Party or Restricted Subsidiary therein at the date time of designation Designation) as a Permitted Investment pursuant to clause (12) of the definition of “Permitted Investments” in an amount equal to the Fair Market Value amount of the applicable Loan PartyCompany’s Investment in such Subsidiary on such date (as determined in accordance with the second paragraph of the definition of “Investment”). Neither the Company nor any Restricted Subsidiary will at any time provide credit support for, subject any of its property or Restricted assets (other than the Capital Stock of any Unrestricted Subsidiary’s investment therein; provided that if ) to the satisfaction of, or Guarantee, any subsidiary Indebtedness of any Unrestricted Subsidiary (a “Subject Subsidiary”including any undertaking, agreement or instrument evidencing such Indebtedness) being designated or be directly or indirectly liable for any Indebtedness of any Unrestricted Subsidiary unless such credit support or Indebtedness was permitted to be Incurred as Indebtedness under Section 4.09 hereof or made as an Unrestricted Investment under Section 4.07 hereof. The Company may revoke any Designation of a Subsidiary has a subsidiary that was previously designated as an Unrestricted Subsidiary (the a “Previously Designated Unrestricted SubsidiaryRevocation”) in compliance with only if: (1) no Default or Event of Default shall have occurred and be continuing at the provisions time of this Agreement, the Investment or after giving effect to such Revocation; and (2) all Indebtedness of such Subject Subsidiary in such Previously Designated Unrestricted Subsidiary shall not outstanding immediately following such Revocation would, if Incurred at such time, be taken into account, and shall permitted to be excluded, in determining whether Incurred pursuant to this Indenture. The Designation of a Subsidiary of the Subject Subsidiary may be designated Company as an Unrestricted Subsidiary hereunder. The designation shall be deemed to include the Designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (x) all of the incurrence at the time Subsidiaries of designation of Indebtedness or Liens of such Subsidiary existing at such time, and (y) a return on any Investment by the applicable Loan Party or Restricted Subsidiary in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the Fair Market Value at the date of such designation of such Loan Party’s or Restricted Subsidiary’s Investment in such Subsidiary. For All Designations and Revocations must be evidenced by an Officer’s Certificate of an Officer of the avoidance Company authorized by the Board of doubt, neither a Borrower nor UK Holdco Directors of the Company to designate Unrestricted Subsidiaries; provided that such Officer’s Certificate is deemed an action of the Board of Directors. Such Officer’s Certificate shall be permitted delivered to be an Unrestricted Subsidiary. At any time a Subsidiary is designated as an Unrestricted Subsidiary hereunder, the Borrower Representative shall cause such Subsidiary to be designated as an Unrestricted Subsidiary (or any similar applicable term) under Trustee certifying compliance with the Senior Secured Notespreceding provisions.

Designation of Unrestricted Subsidiaries. The Borrower Representative Company may designate after the Issue Date any Subsidiary of the Company as an "Unrestricted Subsidiary" under this Supplemental Indenture (a "Designation") only if: (i) no Default or Event of Default shall have occurred and be continuing at the time of or after giving effect to such Designation; (ii) at the time of and after giving effect to such Designation, the Company could Incur $1.00 of additional Indebtedness (other than Permitted Indebtedness) under the Consolidated Fixed Charge Coverage Ratio of the first paragraph of Section 3.4(a); and (iii) the Company would be permitted to make an Investment (other than a Permitted Investment) at the time of Designation (assuming the effectiveness of such Designation) pursuant to Section 3.5(a) above in an amount (the "Designation Amount") equal to the amount of the Company's Investment in such Subsidiary on such date. Neither the Company nor any Restricted Subsidiary shall at any time after (x) provide credit support for, subject any of its property or assets (other than the Closing Date designate Capital Stock of any Restricted Unrestricted Subsidiary) to the satisfaction of, or guarantee, any Indebtedness of any Unrestricted Subsidiary (including any undertaking, agreement or instrument evidencing such Indebtedness) or (y) be directly or indirectly liable for any Indebtedness of any Unrestricted Subsidiary. For purposes of the foregoing, the Designation of a Subsidiary of the Company as an Unrestricted Subsidiary shall be deemed to include the Designation of all of the Subsidiaries of such Subsidiary. The Company may revoke any Designation of a Subsidiary as an Unrestricted Subsidiary and subsequently re-designate any Unrestricted Subsidiary as (a Restricted Subsidiary, if other than for purposes of designating a Restricted Subsidiary as an Unrestricted Subsidiary that is a Receivables Subsidiary in connection with the establishment of a Qualified Receivables Financing "Revocation") only if: (i) the Interest Coverage Ratio of UK Holdco and the Restricted Subsidiaries for the most recently ended Reference Period preceding such designation no Default or re-designation, as applicable, would have been, on a Pro Forma Basis, at least the lesser of (x) 2.00 to 1.00 and (y) the Interest Coverage Ratio as of the most recently ended Reference Period and (ii) no Event of Default has shall have occurred and is be continuing or would result therefrom. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the applicable Loan Party or Restricted Subsidiary therein at the date of designation in an amount equal to the Fair Market Value of the applicable Loan Party’s or Restricted Subsidiary’s investment therein; provided that if any subsidiary (a “Subject Subsidiary”) being designated as an Unrestricted Subsidiary has a subsidiary that was previously designated as an Unrestricted Subsidiary (the “Previously Designated Unrestricted Subsidiary”) in compliance with the provisions of this Agreement, the Investment of such Subject Subsidiary in such Previously Designated Unrestricted Subsidiary shall not be taken into account, and shall be excluded, in determining whether the Subject Subsidiary may be designated as an Unrestricted Subsidiary hereunder. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (x) the incurrence at the time of designation of and after giving effect to such Revocation; and (ii) all Liens and Indebtedness or Liens of such Unrestricted Subsidiary existing outstanding immediately following such Revocation would, if Incurred at such time, and (y) a return on any Investment by the applicable Loan Party or Restricted Subsidiary in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the Fair Market Value at the date of such designation of such Loan Party’s or Restricted Subsidiary’s Investment in such Subsidiary. For the avoidance of doubt, neither a Borrower nor UK Holdco shall be have been permitted to be an Unrestricted SubsidiaryIncurred for all purposes of the Indenture. At any time a Subsidiary is designated as an Unrestricted Subsidiary hereunderAll Designations and Revocations must be evidenced by resolutions of the Board of Directors of the Company, delivered to the Borrower Representative shall cause such Subsidiary to be designated as an Unrestricted Subsidiary (or any similar applicable term) under Trustee certifying compliance with the Senior Secured Notesforegoing provisions.

Designation of Unrestricted Subsidiaries. (a) The Borrower Representative may at any time after the Closing Date designate any a Restricted Subsidiary (other than PD or PTFI) as an Unrestricted Subsidiary and subsequently re-designate (a “Designation”) only if: (i) such Subsidiary does not own any Unrestricted Subsidiary as a Equity Interests of any Restricted Subsidiary, if other than for purposes ; (ii) no Event of designating a Default shall have occurred and be continuing at the time of or after giving effect to such Designation; (iii) after giving effect to such Designation and any related Investment to be made in such designated Subsidiary by the Borrower or any Restricted Subsidiary (which shall in any event include an existing Investment in such Subsidiary deemed to be equal to the net book value of such Subsidiary at the time it is designated as an Unrestricted Subsidiary that is a Receivables Subsidiary in connection with the establishment of a Qualified Receivables Financing Subsidiary), (iA) the Interest Coverage Ratio Incurrence Test would be satisfied and (B) either (x) the Unrestricted Subsidiary Investment Amount shall not exceed 1% of UK Holdco Consolidated Total Assets, or (y) if the Unrestricted Subsidiary Investment Amount shall exceed 1% of Consolidated Total Assets, or to the extent resulting in the Unrestricted Subsidiary Investment Amount exceeding 1% of Consolidated Total Assets, such Designation and any related Investment shall constitute a Restricted Use and the Restricted Subsidiaries for Uses shall not exceed the most recently ended Reference Period preceding such designation or re-designation, as applicable, would have been, on a Pro Forma Basis, at least Restricted Uses Basket; and (iv) the lesser of Borrower has delivered to the Administrative Agent (x) 2.00 to 1.00 written notice of such Designation and (y) a certificate, dated the Interest Coverage Ratio as effective date of the most recently ended Reference Period and (ii) such Designation, of a Financial Officer stating that no Event of Default has occurred and is continuing continuing, specifying whether such Designation is made in reliance on clause (x) or would result therefrom(y) of clause (B) of paragraph (iii) above and setting forth reasonably detailed calculations demonstrating compliance with the requirements of clauses (A) and (B) of paragraph (iii) above. The Upon the designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the applicable Loan Party or Restricted Subsidiary therein at the date of designation in an amount equal pursuant to the Fair Market Value terms hereof, provided after giving effect thereto no Default or Event of Default shall have occurred and be continuing, the Guarantee of such Subsidiary shall automatically be released without any consent of the applicable Loan Party’s or Restricted Subsidiary’s investment thereinRequired Lenders; provided further, however, that if any subsidiary (a “Subject Subsidiary”) being designated as an Unrestricted no such Guarantee shall be released unless each Ratable Guarantee by such Subsidiary has a subsidiary that was previously designated as an Unrestricted Subsidiary (shall be released upon the “Previously Designated Unrestricted Subsidiary”) in compliance with the provisions of this Agreement, the Investment release of such Subject Subsidiary in such Previously Designated Unrestricted Subsidiary shall not be taken into account, and shall be excluded, in determining whether Guarantee of the Subject Subsidiary Secured Obligations. (b) The Borrower may be designated as an Unrestricted Subsidiary hereunder. The designation of designate any Unrestricted Subsidiary as a Restricted Subsidiary under this Agreement (an “RS Designation”) only if: (i) no Event of Default shall constitute have occurred and be continuing at the time of or after giving effect to such RS Designation and, after giving effect thereto, the Incurrence Test would be satisfied; and (ii) all Liens on assets of such Unrestricted Subsidiary and all Indebtedness of such Unrestricted Subsidiary outstanding immediately following the RS Designation would, if initially incurred at such time, have been permitted to be incurred pursuant to Sections 6.01 and 6.02 without reliance on Section 6.01(a)(ii) or Section 6.02(c) or (g). Upon any such RS Designation with respect to an Unrestricted Subsidiary (i) the Borrower and the Restricted Subsidiaries shall be deemed to have received a return of their Investment in such Unrestricted Subsidiary equal to the lesser of (x) the incurrence amount of the net book value of such Subsidiary immediately prior to such RS Designation and (y) the fair market value (as reasonably determined by the Borrower) of the net assets of such Subsidiary at the time of designation such RS Designation and (ii) the Borrower and the Restricted Subsidiaries shall be deemed to have a permanent Investment in an Unrestricted Subsidiary equal to the excess, if positive, of the amount referred to in clause (i)(x) above over the amount referred to in clause (i)(y) above. (c) Neither the Borrower nor any Restricted Subsidiary shall at any time (x) provide a Guarantee of any Indebtedness or Liens of such Subsidiary existing at such timeany Unrestricted Subsidiary, and (y) be directly or indirectly liable for any Indebtedness of any Unrestricted Subsidiary or (z) be directly or indirectly liable for any other Indebtedness which provides that the holder thereof may (upon notice, lapse of time or both) declare a return on any Investment by default thereon (or cause such Indebtedness or the applicable Loan Party or Restricted Subsidiary in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the Fair Market Value at the date of such designation of such Loan Party’s or Restricted Subsidiary’s Investment in such Subsidiary. For the avoidance of doubt, neither a Borrower nor UK Holdco shall be permitted payment thereof to be accelerated, payable or subject to repurchase prior to its final scheduled maturity) upon the occurrence of a default with respect to any other Indebtedness that is Indebtedness of an Unrestricted Subsidiary, except in the case of clause (x) or (y) to the extent permitted under Section 6.01 and Section 6.04 hereof. At any time a Subsidiary is designated Except as an provided in clause (b) above, each Designation shall be irrevocable, and no Unrestricted Subsidiary hereundermay become a Restricted Subsidiary, be merged with or into the Borrower Representative shall cause such or a Restricted Subsidiary or liquidate into or transfer substantially all its assets to be designated as an Unrestricted Subsidiary (the Borrower or any similar applicable term) under the Senior Secured Notesa Restricted Subsidiary.

Designation of Unrestricted Subsidiaries. The Borrower Representative Borrowers’ Agent may at any time after the Closing Date designate any Restricted Subsidiary (other than a Loan Party) as an Unrestricted Subsidiary and subsequently re-designate or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (a) immediately before and after such designation, if other than for purposes no Unmatured Event of designating a Restricted Subsidiary as an Unrestricted Subsidiary that is a Receivables Subsidiary Default or Event of Default shall have occurred and be continuing, (b) immediately after giving effect to such designation, Company shall be in connection compliance with the establishment of a Qualified Receivables Financing (i) the Interest Coverage Ratio of UK Holdco covenants set forth in Sections 8.3 and the Restricted Subsidiaries for the most recently ended Reference Period preceding such designation or re-designation9.1, as applicable, would have been, determined on a Pro Forma Basis, at least Basis as of the lesser of (x) 2.00 to 1.00 and (y) the Interest Coverage Ratio as last day of the most recently ended Reference Period fiscal quarter, in each case, as if such designation had occurred on the last day of such fiscal quarter of Company and, as a condition precedent to the effectiveness of any such designation, Company shall deliver to Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance, (c) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary and (iid) no Event Company shall cause each Unrestricted Subsidiary to simultaneously be designated as an “Unrestricted Subsidiary” under the Existing Xxxxx-Xxxxxxxx Senior Unsecured Notes, any Permitted Secured Debt, any Permitted Unsecured Debt, any Permitted European Senior Debt or any other Indebtedness the terms of Default has occurred and is continuing or would result therefromwhich permits a similar designation. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the applicable Loan Party or Restricted Subsidiary therein at the date of designation in an amount equal to the Fair Market Value fair market value of the applicable Loan Party’s or Restricted Subsidiary’s investment therein; provided that if any subsidiary (a “Subject Subsidiary”) being designated as an Unrestricted Subsidiary has a subsidiary that was previously designated as an Unrestricted Subsidiary (the “Previously Designated Unrestricted Subsidiary”) in compliance with the provisions of this Agreement, the Investment of such Subject Subsidiary in such Previously Designated Unrestricted Subsidiary shall not be taken into account, and shall be excluded, in determining whether the Subject Subsidiary may be designated as an Unrestricted Subsidiary hereunder. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (x) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time, and (y) a return on any Investment by the applicable Loan Party or Restricted in such Unrestricted Subsidiary in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the Fair Market Value fair market value at the date of such designation of such Loan Party’s or Restricted Subsidiary’s Investment in such Subsidiary. For Notwithstanding the avoidance of doubtforegoing, neither a no existing or future Borrower nor UK Holdco shall be permitted to be an Unrestricted Subsidiary. At any time a Subsidiary is designated as an Unrestricted Subsidiary hereunder, the Borrower Representative shall cause such Subsidiary to be designated as an Unrestricted Subsidiary (or any similar applicable term) under the Senior Secured Notes.

Designation of Unrestricted Subsidiaries. The Borrower Representative Company may designate after the Issue Date any Subsidiary of the Company as an "Unrestricted Subsidiary" under this Indenture (a "Designation") only if: (i) no Default or Event of Default shall have occurred and be continuing at the time of or after giving effect to such Designation; (ii) at the time of and after giving effect to such Designation, the Company could Incur $1.00 of additional Indebtedness (other than Permitted Indebtedness) under the Consolidated Fixed Charge Coverage Ratio of the first paragraph of Section 4.10(a); and (iii) the Company would be permitted to make an Investment (other than a Permitted Investment) at the time of Designation (assuming the effectiveness of such Designation) pursuant to Section 4.11(a) above in an amount (the "Designation Amount") equal to the amount of the Company's Investment in such Subsidiary on such date. Neither the Company nor any Restricted Subsidiary shall at any time after (x) provide credit support for, subject any of its property or assets (other than the Closing Date designate Capital Stock of any Restricted Unrestricted Subsidiary) to the satisfaction of, or guarantee, any Indebtedness of any Unrestricted Subsidiary (including any undertaking, agreement or instrument evidencing such Indebtedness) or (y) be directly or indirectly liable for any Indebtedness of any Unrestricted Subsidiary. For purposes of the foregoing, the Designation of a Subsidiary of the Company as an Unrestricted Subsidiary shall be deemed to include the Designation of all of the Subsidiaries of such Subsidiary. The Company may revoke any Designation of a Subsidiary as an Unrestricted Subsidiary and subsequently re-designate any Unrestricted Subsidiary as (a Restricted Subsidiary, if other than for purposes of designating a Restricted Subsidiary as an Unrestricted Subsidiary that is a Receivables Subsidiary in connection with the establishment of a Qualified Receivables Financing "Revocation") only if: (i) the Interest Coverage Ratio of UK Holdco and the Restricted Subsidiaries for the most recently ended Reference Period preceding such designation no Default or re-designation, as applicable, would have been, on a Pro Forma Basis, at least the lesser of (x) 2.00 to 1.00 and (y) the Interest Coverage Ratio as of the most recently ended Reference Period and (ii) no Event of Default has shall have occurred and is be continuing or would result therefrom. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the applicable Loan Party or Restricted Subsidiary therein at the date of designation in an amount equal to the Fair Market Value of the applicable Loan Party’s or Restricted Subsidiary’s investment therein; provided that if any subsidiary (a “Subject Subsidiary”) being designated as an Unrestricted Subsidiary has a subsidiary that was previously designated as an Unrestricted Subsidiary (the “Previously Designated Unrestricted Subsidiary”) in compliance with the provisions of this Agreement, the Investment of such Subject Subsidiary in such Previously Designated Unrestricted Subsidiary shall not be taken into account, and shall be excluded, in determining whether the Subject Subsidiary may be designated as an Unrestricted Subsidiary hereunder. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (x) the incurrence at the time of designation of and after giving effect to such Revocation; and (ii) all Liens and Indebtedness or Liens of such Unrestricted Subsidiary existing outstanding immediately following such Revocation would, if Incurred at such time, and (y) a return on any Investment by the applicable Loan Party or Restricted Subsidiary in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the Fair Market Value at the date of such designation of such Loan Party’s or Restricted Subsidiary’s Investment in such Subsidiary. For the avoidance of doubt, neither a Borrower nor UK Holdco shall be have been permitted to be an Unrestricted SubsidiaryIncurred for all purposes of this Indenture. At any time a Subsidiary is designated as an Unrestricted Subsidiary hereunderAll Designations and Revocations must be evidenced by resolutions of the Board of Directors of the Company, delivered to the Borrower Representative shall cause such Subsidiary to be designated as an Unrestricted Subsidiary (or any similar applicable term) under Trustee certifying compliance with the Senior Secured Notesforegoing provisions.

Designation of Unrestricted Subsidiaries. The Borrower Representative may at any time after the Closing Effective Date designate designate: (a) any Restricted Subsidiary as of the Borrower (including any existing Subsidiary and any Subsidiary acquired or formed after the Effective Date) to be an Unrestricted Subsidiary and subsequently re-designate any Unrestricted Subsidiary as a Restricted Subsidiary, if other than for purposes of designating a Restricted Subsidiary as an Unrestricted Subsidiary that is a Receivables Subsidiary in connection with the establishment of a Qualified Receivables Financing ; provided that: (i) the Interest Coverage Ratio of UK Holdco and the Restricted Subsidiaries for the most recently ended Reference Period preceding such designation or re-designation, as applicable, would have been, on a Pro Forma Basis, at least the lesser of (x) 2.00 to 1.00 and (y) the Interest Coverage Ratio as of the most recently ended Reference Period and (ii) no Event of Default has occurred and is continuing or would result therefrom. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute be deemed an Investment by the applicable Loan Party or Restricted Subsidiary Borrower therein at the date of designation in an amount equal to the Fair Market Value fair market value of the applicable Loan PartyBorrower’s (or its Restricted Subsidiaries’) Investments therein, which shall be required to be permitted on such date in accordance with Section 6.04 (and not as an Investment permitted thereby in a Restricted Subsidiary’s investment therein); provided that if (ii) after giving effect to the designation of any subsidiary (a “Subject Subsidiary”) being designated Subsidiary as an Unrestricted Subsidiary has a subsidiary that was previously designated as an Unrestricted Subsidiary (the “Previously Designated Unrestricted Subsidiary”) in compliance with the provisions of this Agreement, the Investment of such Subject Subsidiary in such Previously Designated no Unrestricted Subsidiary shall not own, or hold exclusive rights in, any intellectual property that is material to the business of the Borrower and its Restricted Subsidiaries taken as a whole (iii) the Borrower could incur at least $1.00 of additional Indebtedness pursuant to the Total Leverage Ratio test set forth in clause (iv) of Section 6.01(i); and (iii) immediately after giving effect to such designation, no Event of Default will have occurred and be taken into account, continuing; and shall be excluded, in determining whether the Subject Subsidiary may be designated as an (b) any Unrestricted Subsidiary hereunderto be a Restricted Subsidiary; provided that: (i) immediately after giving effect to such designation, no Event of Default will have occurred and be continuing; and (ii) the Borrower could incur at least $1.00 of additional Indebtedness pursuant to the Total Leverage Ratio test set forth in clause (iv) of Section 6.01(i). Any such designation by the Borrower will be notified by the Borrower to the Administrative Agent and the Borrower shall promptly provide to the Administrative Agent a certificate of a Responsible Officer certifying that such designation complied with the applicable foregoing provisions. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (x) the incurrence at the time of designation of any Indebtedness or and Liens of such Subsidiary existing at such time, and (y) a return on any Investment by the applicable Loan Party or Restricted Subsidiary in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the Fair Market Value at the date of such designation of such Loan Party’s or Restricted Subsidiary’s Investment in such Subsidiary. For the avoidance of doubt, neither a Borrower nor UK Holdco shall be permitted to be an Unrestricted Subsidiary. At any time a Subsidiary is designated as an Unrestricted Subsidiary hereunder, the Borrower Representative shall cause such Subsidiary to be designated as an Unrestricted Subsidiary (or any similar applicable term) under the Senior Secured Notes.

Designation of Unrestricted Subsidiaries. The Borrower Representative may So long as no Default has occurred and is continuing, at any time after the Closing Date option of the Borrower, designate any Restricted Subsidiary as an Unrestricted Subsidiary and subsequently re-designate or any Unrestricted Subsidiary as a Restricted Subsidiary, if other than for purposes ; provided that (i) in the case of designating a Restricted Subsidiary as an Unrestricted Subsidiary that is a Receivables Subsidiary in connection with the establishment of a Qualified Receivables Financing (i) the Interest Coverage Ratio of UK Holdco and the Restricted Subsidiaries for the most recently ended Reference Period preceding such designation or re-designation, as applicable, would have beenSubsidiary, on a Pro Forma Basis, at least the lesser of (xBorrower shall be in compliance with Sections 7.11(a) 2.00 to 1.00 and (yb) the Interest Coverage Ratio as of for the most recently ended Reference Measurement Period and for which financial statements have been delivered pursuant to Section 6.01, (ii) no Event of Default has occurred and is continuing or would result therefrom. The the designation of any Restricted a Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the applicable Loan Party or Restricted Subsidiary Borrower therein at the date of designation in an amount equal to the Fair Market Value net book value of the applicable Loan PartyBorrower’s or Restricted Investment in such Subsidiary and, at the time of such designation, the aggregate amount of Investments made as a result of designations of Subsidiaries as Unrestricted Subsidiaries pursuant to this Section 6.15 shall be subject to compliance with Sections 7.03 and (iii) no Subsidiary may be re-designated an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary’s investment therein; provided that if any subsidiary (. Upon the effectiveness of the designation of a “Subject Subsidiary”) being designated Subsidiary as an Unrestricted Subsidiary, such Unrestricted Subsidiary has shall for all purposes be deemed not to be a subsidiary “Subsidiary” under and pursuant to this Agreement or any other Loan Document, unless and until such time, if ever, as it is re-designated to be a Subsidiary as herein provided. Upon the effectiveness of the designation of a Subsidiary that was previously designated is a Guarantor as an Unrestricted Subsidiary, such Subsidiary (shall cease to be a Guarantor, and it shall be released from the “Previously Designated Unrestricted Subsidiary”) in compliance with the provisions of this AgreementGuaranty, the Investment of Security Agreement and any other Loan Document to which it is a party (and the Administrative Agent shall take the actions required by Section 9.10 to effect such Subject Subsidiary in such Previously Designated Unrestricted Subsidiary shall not be taken into account, and shall be excluded, in determining whether the Subject Subsidiary may be designated as an Unrestricted Subsidiary hereunderrelease). The re-designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (x) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time; provided that, by way of clarification and (y) a return on any Investment by the applicable Loan Party or Restricted Subsidiary in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the Fair Market Value at the date of not limitation, such designation of such Loan Party’s or Restricted Subsidiary’s Investment in such Subsidiary. For the avoidance of doubt, neither a Borrower nor UK Holdco shall not be permitted construed to be an Unrestricted Subsidiary. At any time a acquisition by the Borrower or the Subsidiary that is designated as an the parent of such Unrestricted Subsidiary hereunderfor the purposes of Section 7.03. Upon the effectiveness of re-designation of any Unrestricted Subsidiary as a Subsidiary, the Borrower Representative shall cause such Subsidiary shall be subject to be designated as an Unrestricted Subsidiary (or any similar applicable term) under the Senior Secured Notesrequirements of Section 6.17.

Designation of Unrestricted Subsidiaries. The Borrower Representative may at (a) Parent shall be permitted to designate any time Subsidiary (other than the Borrower) as an Unrestricted Subsidiary after the Closing Date designate any Restricted Subsidiary as an Unrestricted Subsidiary and subsequently re-designate any Unrestricted Subsidiary as a Restricted Subsidiary, if other than for purposes of designating a Restricted Subsidiary as an Unrestricted Subsidiary by written notice to the Administrative Agent; provided that is a Receivables Subsidiary in connection with the establishment of a Qualified Receivables Financing (i) the Interest Coverage Ratio of UK Holdco and the Restricted Subsidiaries for the most recently ended Reference Period preceding such designation or re-designation, as applicable, would have been, on a Pro Forma Basis, at least the lesser of (x) 2.00 to 1.00 and (y) the Interest Coverage Ratio as of the most recently ended Reference Period and (iia) no Default or Event of Default has occurred and is continuing or would result therefrom. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary , (b) immediately after the Closing Date giving effect to such designation, Parent shall constitute an Investment by the applicable Loan Party or Restricted Subsidiary therein at the date of designation be in an amount equal to the Fair Market Value of the applicable Loan Party’s or Restricted Subsidiary’s investment therein; provided that if any subsidiary Pro Forma Compliance, (a “Subject Subsidiary”c) being designated as an Unrestricted Subsidiary has a subsidiary that was previously designated as an Unrestricted Subsidiary (the “Previously Designated Unrestricted Subsidiary”) in compliance with the provisions of this Agreement, the Investment of such Subject Subsidiary in such Previously Designated Unrestricted Subsidiary shall not be taken into accountcapitalized (to the extent capitalized by Parent or any of its Subsidiaries) through Investments as permitted by, and in compliance with, Section 6.04, (d) without duplication of clause (c), the designation shall be treated as an Investment, with the fair market value of such Unrestricted Subsidiary at the time of the initial designation thereof being treated as the amount of such Investment, and shall be excludedpermitted only if such Investment would be permitted pursuant to Section 6.04 and (e) such Subsidiary shall not have been previously designated an Unrestricted Subsidiary. Parent may designate any Unrestricted Subsidiary to be a Subsidiary for purposes of this Agreement (each, a “Subsidiary Redesignation”); provided, that (i) no Default or Event of Default has occurred and is continuing or would result therefrom, (ii) immediately after giving effect to such Subsidiary Redesignation, Parent shall be in determining whether Pro Forma Compliance and (iii) Parent shall have delivered to the Subject Administrative Agent an Officer’s Certificate, certifying to the best of such Financial Officer’s knowledge, compliance with the requirements of preceding clauses (i) and (ii), and containing the calculations and information required by the preceding clause (ii). (i) Notwithstanding anything herein to the contrary in this Section 5.12, if any Subsidiary owns or holds any Material Intellectual Property, no such Subsidiary or Loan Party may be designated as an Unrestricted Subsidiary hereunder. The designation and (ii) neither the Borrower nor any of its Subsidiaries shall make any Unrestricted Subsidiary as a Investment in, Restricted Subsidiary shall constitute Payment to or otherwise dispose of such Material Intellectual Property (xother than (A) the incurrence at the time of designation of Indebtedness non-exclusive licenses, sublicenses or Liens of such Subsidiary existing at such timecross-licenses, and (yB) a return on any Investment by the applicable Loan Party or Restricted Subsidiary in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the Fair Market Value at the date other intercompany disposition of such designation intellectual property that does not effectively result in the transfer of beneficial ownership of such Loan Party’s or Restricted Subsidiary’s Investment in such Subsidiary. For the avoidance of doubtintellectual property) to, neither a Borrower nor UK Holdco shall be permitted to be an any Unrestricted Subsidiary. At any time a Subsidiary is designated as an Unrestricted Subsidiary hereunder, the Borrower Representative shall cause such Subsidiary to be designated as an Unrestricted Subsidiary (or any similar applicable term) under the Senior Secured Notes.

Designation of Unrestricted Subsidiaries. The Borrower Representative Board of Directors of the Parent may at any time after the Closing Date designate any Restricted Subsidiary (other than a Borrower) as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (a) immediately before and subsequently reafter giving effect to such designation, no Default shall have occurred and be continuing; (b) immediately before and after giving effect to such designation, the Borrower shall be in compliance with the covenants set forth in Section 7.11 on a Pro Forma Basis; (c) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary; (d) if such designation is to make an Unrestricted Subsidiary a Restricted Subsidiary, such Subsidiary shall comply with the requirements set forth in Section 6.12 within the time periods set forth therein; (e) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary unless: (i) all of the Indebtedness of such Subsidiary and its Subsidiaries shall consist of Non-designate Recourse Debt; (ii) on the date such Subsidiary is designated an Unrestricted Subsidiary, such Subsidiary is not party to any agreement, contract, arrangement or understanding with the Parent or any Restricted Subsidiary unless the terms of the agreement, contract, arrangement or understanding, taken as a whole, are not materially less favorable to the Parent or such Restricted Subsidiary than those that could reasonably be expected to have been obtained at the time from Persons who are not Affiliates of the Parent, as determined in good faith by the Parent; (iii) such Subsidiary is a Person with respect to which neither the Parent nor any Restricted Subsidiary has any direct or indirect obligation (1) to subscribe for additional Equity Interests of such person or (2) to maintain or preserve the person’s financial condition or to cause the person to achieve any specified levels of operating results; and (iv) such Subsidiary has not guaranteed or otherwise directly or indirectly provided credit support for any Indebtedness of the Parent or any Restricted Subsidiary, except for any pledge of the Equity Interests of such Unrestricted Subsidiary to secure Indebtedness of the Parent or any Restricted Subsidiary; (f) the Parent shall deliver to the Administrative Agent at least five Business Days prior to such designation a certificate of a Responsible Officer of the Parent, together with all relevant financial information reasonably requested by the Administrative Agent, demonstrating compliance with the foregoing clauses (a) through (e) of this Section 6.17 and, certifying that such Subsidiary meets the requirements of an “Unrestricted Subsidiary”; and (g) at least 10 days prior to the designation of any Unrestricted Subsidiary as a Restricted Subsidiary, if the Lenders shall have received all documentation and other than information required by bank regulatory authorities under applicable “know-your-customer”, anti-money laundering requirements, anti-terrorist financing and Sanctions laws, rules and regulations, including the PATRIOT Act, with respect to such Subsidiary. If, at any time, any Unrestricted Subsidiary fails to meet the preceding requirements as an Unrestricted Subsidiary, it shall thereafter cease to be an Unrestricted Subsidiary for purposes hereof and any Indebtedness of designating the Subsidiary and any Liens on assets of such Subsidiary shall be deemed to be incurred by a Restricted Subsidiary at such time and, if the Indebtedness is not permitted to be incurred under Section 7.02 or the Lien is not permitted under Section 7.01, the Parent shall be in default of the applicable covenant. The designation of any Subsidiary as an Unrestricted Subsidiary that is a Receivables Subsidiary in connection with the establishment of a Qualified Receivables Financing (i) the Interest Coverage Ratio of UK Holdco and the Restricted Subsidiaries for the most recently ended Reference Period preceding such designation or re-designation, as applicable, would have been, on a Pro Forma Basis, at least the lesser of (x) 2.00 to 1.00 and (y) the Interest Coverage Ratio as of the most recently ended Reference Period and (ii) no Event of Default has occurred and is continuing or would result therefrom. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the applicable Loan Party or Parent and its Restricted Subsidiary Subsidiaries therein at the date of designation in an amount equal to the Fair Market Value fair market value of the applicable Loan PartyParent’s or Restricted Subsidiary’s investment Investment therein; provided that upon a redesignation of such Subsidiary as a Restricted Subsidiary, the Parent shall be deemed to continue to have a permanent Investment in an Unrestricted Subsidiary in an amount (if any subsidiary positive) equal to (a “Subject Subsidiary”i) being designated the lesser of (A) the fair market value of Investments of the Parent and its Subsidiaries in such Unrestricted Subsidiary at the time of such redesignation, combination or transfer (or of the assets transferred or conveyed, as applicable) and (B) the fair market value of Investments of the Parent and its Subsidiaries made in connection with the designation of such Subsidiary as an Unrestricted Subsidiary has a subsidiary that was previously designated as an Unrestricted Subsidiary minus (ii) the “Previously Designated Unrestricted portion (proportionate to the Parent’s and its Subsidiaries’ equity ownership interest in such Subsidiary”) in compliance with of the provisions fair market value of this Agreement, the Investment net assets of such Subject Subsidiary in at the time of such Previously Designated Unrestricted Subsidiary shall not be taken into account, and shall be excluded, in determining whether the Subject Subsidiary may be designated as an Unrestricted Subsidiary hereunderredesignation. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (x) the incurrence at the time of designation of any Indebtedness or Liens of such Subsidiary existing at such time, and (y) a return on any Investment by the applicable Loan Party or Restricted Subsidiary in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the Fair Market Value at the date of such designation of such Loan Party’s or Restricted Subsidiary’s Investment in such Subsidiary. For the avoidance of doubt, neither a Borrower nor UK Holdco shall be permitted to be an Unrestricted Subsidiary. At any time a Subsidiary is designated as an Unrestricted Subsidiary hereunder, the Borrower Representative shall cause such Subsidiary to be designated as an Unrestricted Subsidiary (or any similar applicable term) under the Senior Secured Notes.

Designation of Unrestricted Subsidiaries. (a) The board of directors of the Borrower Representative may at any time designate after the Closing Date designate any Restricted Subsidiary as an “Unrestricted Subsidiary and subsequently re-designate any Unrestricted Subsidiary as Subsidiary” (a Restricted Subsidiary, if other than for purposes of designating a Restricted Subsidiary as an Unrestricted Subsidiary that is a Receivables Subsidiary in connection with the establishment of a Qualified Receivables Financing “Designation”) only if: (i) the Interest Coverage Ratio of UK Holdco and the Restricted Subsidiaries for the most recently ended Reference Period preceding such designation no Default or re-designation, as applicable, would have been, on a Pro Forma Basis, at least the lesser of (x) 2.00 to 1.00 and (y) the Interest Coverage Ratio as of the most recently ended Reference Period and (ii) no Event of Default has shall have occurred and is be continuing at the time of or after giving effect to such Designation; (A) the Borrower would result therefrom. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute be permitted to make an Investment by the applicable Loan Party or Restricted Subsidiary therein (other than a Permitted Investment) at the date time of designation Designation (assuming the effectiveness of such Designation) pursuant to Section 7.05(a) in an amount (the “Designation Amount”) equal to the greater of (1) the net book value of the Borrower’s interest in such Subsidiary calculated in accordance with GAAP or (2) the Fair Market Value of the applicable Loan PartyBorrower’s interest in such Subsidiary, or (B) the Designation Amount is less than $1,000; (iii) the Borrower would be permitted to incur $1.00 of additional Indebtedness (other than Permitted Debt) pursuant to Section 7.02 at the time of such Designation (assuming the effectiveness of such Designation); (iv) such Unrestricted Subsidiary does not own any Capital Stock in any Restricted Subsidiary of the Borrower which is not simultaneously being designated an Unrestricted Subsidiary; (v) such Unrestricted Subsidiary is not liable, directly or Restricted Subsidiary’s investment therein; indirectly, with respect to any Indebtedness other than Unrestricted Subsidiary Indebtedness, provided that if an Unrestricted Subsidiary may provide a Guarantee for the Loans; and (vi) such Unrestricted Subsidiary is not a party to any subsidiary agreement, contract, arrangement or understanding at such time with the Borrower or any Restricted Subsidiary unless the terms of any such agreement, contract, arrangement or understanding are no less favorable to the Borrower or such Restricted Subsidiary than those that might be obtained at the time from Persons who are not Affiliates of the Borrower or, in the event such condition is not satisfied, the value of such agreement, contract, arrangement or understanding to such Unrestricted Subsidiary shall be deemed a Restricted Payment. In the event of any such Designation, the Borrower shall be deemed, for all purposes of this Agreement, to have made an Investment equal to the Designation Amount that constitutes a Restricted Payment pursuant to Section 7.05. (b) The Borrower shall not and shall not cause or permit any Restricted Subsidiary to at any time (i) provide credit support for, guarantee or subject any of its property or assets (other than the Capital Stock of any Unrestricted Subsidiary) to the satisfaction of, any Indebtedness of any Unrestricted Subsidiary (including any undertaking, agreement or instrument evidencing such Indebtedness), provided, however, that the provisions of this clause (b)(i) shall not be deemed to prevent Permitted Investments in Unrestricted Subsidiaries that are otherwise allowed under this Agreement, or (ii) be directly or indirectly liable for any Indebtedness of any Unrestricted Subsidiary. (c) For purposes of the foregoing, the Designation of a “Subject Subsidiary”) being Subsidiary of the Borrower as an Unrestricted Subsidiary shall be deemed to be the Designation of all of the Subsidiaries of such Subsidiary as Unrestricted Subsidiaries. Unless so designated as an Unrestricted Subsidiary, any Person that becomes a Subsidiary has of the Borrower will be classified as a subsidiary that was previously designated Restricted Subsidiary. (d) The Borrower may revoke any Designation of a Subsidiary as an Unrestricted Subsidiary (the a “Previously Designated Unrestricted SubsidiaryRevocation”) in compliance with the provisions if: (i) no Default or Event of this Agreement, the Investment of such Subject Subsidiary in such Previously Designated Unrestricted Subsidiary Default shall not have occurred and be taken into account, and shall be excluded, in determining whether the Subject Subsidiary may be designated as an Unrestricted Subsidiary hereunder. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (x) the incurrence continuing at the time of designation of and after giving effect to such Revocation; (ii) all Liens and Indebtedness or Liens of such Unrestricted Subsidiary existing outstanding immediately following such Revocation would, if incurred at such time, have been permitted to be incurred for all purposes of this Agreement; and (iii) unless such redesignated Subsidiary shall not have any Indebtedness outstanding (other than Indebtedness that would be Permitted Debt), immediately after giving effect to such proposed Revocation, and (y) a return on any Investment by the applicable Loan Party or Restricted Subsidiary in Unrestricted Subsidiaries pursuant after giving pro forma effect to the preceding sentence in an amount equal to the Fair Market Value at incurrence of any such Indebtedness of such redesignated Subsidiary as if such Indebtedness was incurred on the date of such designation of such Loan Party’s or Restricted Subsidiary’s Investment in such Subsidiary. For the avoidance of doubt, neither a Borrower nor UK Holdco shall be permitted to be an Unrestricted Subsidiary. At any time a Subsidiary is designated as an Unrestricted Subsidiary hereunderRevocation, the Borrower Representative shall cause such Subsidiary could incur $1.00 of additional Indebtedness (other than Permitted Debt) pursuant to Section 7.02. (e) All Designations and Revocations must be designated as an Unrestricted Subsidiary (or any similar applicable term) under evidenced by a resolution of the Senior Secured Notesboard of directors of the Borrower delivered to the Administrative Agent certifying compliance with the foregoing provisions of this covenant.

Designation of Unrestricted Subsidiaries. The Borrower Representative may So long as no Default has occurred and is continuing, at any time after the Closing Date option of the Borrower, designate any Restricted Subsidiary (other than Ashland Licensing and Intellectual Property LLC and Ash GP LLC (in the case of Ash GP LLC, so long as Ash GP LLC is the general partner of AshOne C.V.)) as an Unrestricted Subsidiary and subsequently re-designate or any Unrestricted Subsidiary as a Restricted Subsidiary, if other than for purposes ; provided that (i) in the case of designating a Restricted Subsidiary as an Unrestricted Subsidiary that is a Receivables Subsidiary in connection with the establishment of a Qualified Receivables Financing (i) the Interest Coverage Ratio of UK Holdco and the Restricted Subsidiaries for the most recently ended Reference Period preceding such designation or re-designation, as applicable, would have beenSubsidiary, on a Pro Forma Basis, at least the lesser of (xBorrower shall be in compliance with Section 7.11(a) 2.00 to 1.00 and (y) the Interest Coverage Ratio as of for the most recently ended Reference Measurement Period and for which financial statements have been delivered pursuant to Section 6.01, (ii) no Event of Default has occurred and is continuing or would result therefrom. The the designation of any Restricted a Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the applicable Loan Party or Restricted Subsidiary Borrower therein at the date of designation in an amount equal to the Fair Market Value net book value of the applicable Loan PartyBorrower’s Investment in such Subsidiary and, at the time of such designation, the aggregate amount of Investments made as a result of designations of Subsidiaries as Unrestricted Subsidiaries pursuant to this Section 6.15 shall be subject to compliance with, and shall reduce the amounts available under, Sections 7.03(i) or Restricted 7.03(k) (as the Borrower may elect) and (iii) no Subsidiary may be re-designated an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary’s investment therein; provided that if any subsidiary (. Upon the effectiveness of the designation of a “Subject Subsidiary”) being designated Subsidiary as an Unrestricted Subsidiary has a subsidiary that was previously designated as an Unrestricted Subsidiary (the “Previously Designated Unrestricted Subsidiary”) in compliance with the provisions of this Agreement, the Investment of such Subject Subsidiary in such Previously Designated Unrestricted Subsidiary shall for all purposes be deemed not to be taken into accounta “Subsidiary” under and pursuant to this Agreement or any other Loan Document, unless and shall until such time, if ever, as it is re-designated to be excluded, in determining whether the Subject a Subsidiary may be designated as an Unrestricted Subsidiary hereunderherein provided. The re-designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (x) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time; provided that, by way of clarification and (y) a return on any Investment by the applicable Loan Party or Restricted Subsidiary in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the Fair Market Value at the date of not limitation, such designation of such Loan Party’s or Restricted Subsidiary’s Investment in such Subsidiary. For the avoidance of doubt, neither a Borrower nor UK Holdco shall not be permitted construed to be an Unrestricted Subsidiary. At any time a acquisition by the Borrower or the Subsidiary that is designated as an the parent of such Unrestricted Subsidiary hereunder, for the Borrower Representative shall cause such Subsidiary to be designated as an Unrestricted Subsidiary (or any similar applicable term) under the Senior Secured Notespurposes of Section 7.03.

Designation of Unrestricted Subsidiaries. The board of directors of Borrower Representative may may, at any time after the Original Closing Date Date, designate any Restricted Subsidiary of the Borrower as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary (a “Subsidiary Designation”); provided that (i) (x) immediately before and after any Subsidiary Designation, no Event of Default shall have occurred and be continuing or would result therefrom and (y) immediately after giving effect to any Subsidiary Designation, on a Pro Forma Basis, as of the most recently completed Measurement Period, the Total Net Leverage Ratio does not exceed 2.67:1.00, (ii) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it is a “restricted subsidiary” immediately after giving effect to any such designation hereunder for purposes of any documentation governing Indebtedness permitted under Sections 8.01(d) or (y), (iii) in the case of a designation of a Restricted Subsidiary as an Unrestricted Subsidiary, such Subsidiary to be so designated shall satisfy all of the requirements of an “Unrestricted Subsidiary” as set forth in the definition thereof and subsequently re-designate any (iv) in the case of a designation of an Unrestricted Subsidiary as a Restricted Subsidiary, on the date of such designation, all representations and warranties herein and in the other Loan Documents shall be true and correct in all material respects (or in all respects if other than for purposes qualified by materiality or Material Adverse Effect or words of designating a Restricted Subsidiary as an Unrestricted Subsidiary that is a Receivables Subsidiary in connection similar effect) with the establishment of a Qualified Receivables Financing (i) the Interest Coverage Ratio of UK Holdco same effect as though such representations and the Restricted Subsidiaries for the most recently ended Reference Period preceding such designation or re-designation, as applicable, would have been, warranties had been made on a Pro Forma Basis, at least the lesser of (x) 2.00 to 1.00 and (y) the Interest Coverage Ratio as of the most recently ended Reference Period date of such designation (both before and after giving effect thereto), unless stated to relate to a specific earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date (ii) no Event or in all respects if qualified by materiality or Material Adverse Effect or words of Default has occurred and is continuing or would result therefromsimilar effect). The designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Original Closing Date shall constitute an Investment (in a non Subsidiary) by the applicable Loan Party or and their respective Restricted Subsidiary Subsidiaries therein at the date of designation in an amount equal to the Fair Market Value fair market value of all outstanding Investments owned by the applicable Loan Party’s or Borrower and its Restricted Subsidiary’s investment therein; provided Subsidiaries in the respective Subsidiary at the time that if any subsidiary (a “Subject Subsidiary”) being such Subsidiary is designated as an Unrestricted Subsidiary has a subsidiary that was previously designated as an Unrestricted Subsidiary (and such designation shall be permitted only to the “Previously Designated Unrestricted Subsidiary”) in compliance with extent such Investment is permitted under Section 8.06 on the provisions of this Agreement, the Investment date of such Subject Subsidiary in such Previously Designated designation; provided that, Unrestricted Subsidiary Subsidiaries shall not be taken into account, and shall be excludedown any Intellectual Property or any rights with respect to Intellectual Property that is, in determining whether either case, material to the Subject Subsidiary may be designated as an Unrestricted Subsidiary hereunderBorrower and its Restricted Subsidiaries. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (x) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time, and (y) a return on any Investment by the applicable Loan Party or Restricted Subsidiary in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the Fair Market Value fair market value at the date of such designation of such Loan Party’s or Restricted Subsidiary’s Investment in such SubsidiarySubsidiary and such designation shall be permitted only to the extent such Investment is permitted under Section 8.06 on the date of such designation. For Notwithstanding the avoidance of doubtforegoing, neither a the Borrower nor UK Holdco Holdings shall be permitted to be an Unrestricted Subsidiary. At any time Any Subsidiary Designation shall be evidenced to the Administrative Agent by promptly filing with the Administrative Agent a Subsidiary is designated as an Unrestricted Subsidiary hereunder, copy of the resolution of the board of directors of the Borrower Representative shall cause giving effect to such Subsidiary to be designated as designation and a certificate of an Unrestricted Subsidiary Authorized Officer of the Borrower certifying that such designation complied with the foregoing provisions, and containing the calculations of compliance (or any similar applicable termin reasonable detail) under the Senior Secured Noteswith preceding clause (i)(y).

Designation of Unrestricted Subsidiaries. The Borrower Representative (a) Holdings may at not designate any time Subsidiary as an Unrestricted Subsidiary and Holdings may after the Closing Date designate any Restricted Subsidiary other newly formed or acquired subsidiary as an Unrestricted Subsidiary under this Agreement (a “Designation”) only if: (i) such subsidiary does not own any Equity Interests of any Subsidiary; (ii) no Event of Default shall have occurred and subsequently re-designate be continuing at the time of or after giving effect to such Designation; (iii) after giving effect to such Designation and any Unrestricted related Investment to be made in such designated subsidiary by Holdings or any Subsidiary as a Restricted Subsidiary, if other than for purposes of designating a Restricted Subsidiary (which shall in any event include any existing Investment in such Person at the time it is designated as an Unrestricted Subsidiary that is Subsidiary), (A) any such existing Investment and related Investment would comply with Section 6.04 and (B) Holdings and the Subsidiaries would be in Pro Forma Compliance; and (iv) Holdings has delivered to the Administrative Agent (A) written notice of such Designation and (B) a Receivables Subsidiary in connection with certificate, dated the establishment effective date of such Designation, of a Qualified Receivables Financing (i) the Interest Coverage Ratio of UK Holdco and the Restricted Subsidiaries for the most recently ended Reference Period preceding such designation or re-designation, as applicable, would have been, on a Pro Forma Basis, at least the lesser of (x) 2.00 to 1.00 and (y) the Interest Coverage Ratio as of the most recently ended Reference Period and (ii) Financial Officer stating that no Event of Default has occurred and is continuing or would result therefrom. The designation and setting forth reasonably detailed calculations demonstrating Pro Forma Compliance in accordance with paragraph (iii) above. (b) Neither Holdings nor any Subsidiary shall at any time (i) provide a Guarantee of any Restricted Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the applicable Loan Party or Restricted Subsidiary therein at the date Indebtedness of designation in an amount equal to the Fair Market Value of the applicable Loan Party’s or Restricted Subsidiary’s investment therein; provided that if any subsidiary (a “Subject Subsidiary”) being designated as an Unrestricted Subsidiary has a subsidiary that was previously designated as an Unrestricted Subsidiary (the “Previously Designated Unrestricted Subsidiary”, (ii) in compliance with the provisions of this Agreement, the Investment of such Subject Subsidiary in such Previously Designated Unrestricted Subsidiary shall not be taken into account, and shall be excluded, in determining whether the Subject Subsidiary may be designated as an Unrestricted Subsidiary hereunder. The designation directly or indirectly liable for any Indebtedness of any Unrestricted Subsidiary as or (iii) be directly or indirectly liable for any other Indebtedness which provides that the holder thereof may (upon notice, lapse of time or both) declare a Restricted Subsidiary shall constitute default thereon (x) the incurrence at the time of designation of or cause such Indebtedness or Liens of such Subsidiary existing at such time, and (y) a return on any Investment by the applicable Loan Party or Restricted Subsidiary in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the Fair Market Value at the date of such designation of such Loan Party’s or Restricted Subsidiary’s Investment in such Subsidiary. For the avoidance of doubt, neither a Borrower nor UK Holdco shall be permitted payment thereof to be accelerated, payable or subject to repurchase prior to its final scheduled maturity) upon the occurrence of a default with respect to any other Indebtedness that is Indebtedness of an Unrestricted Subsidiary, except in the case of clause (i) or (ii) to the extent permitted under Section 6.01 and 6.04 hereof. At any time a Subsidiary is designated as an Each Designation shall be irrevocable, and no Unrestricted Subsidiary hereundermay become a Subsidiary, the Borrower Representative shall cause such Subsidiary to be designated as an Unrestricted Subsidiary (merged with or into Holdings or any similar applicable term) under the Senior Secured NotesSubsidiary or liquidate into or transfer substantially all its assets to Holdings or any Subsidiary.

Designation of Unrestricted Subsidiaries. (a) The Borrower Representative Company may at any time after the Closing Date designate any Restricted Subsidiary of the Company as an "Unrestricted Subsidiary and subsequently re-designate any Unrestricted Subsidiary as Subsidiary" under this Indenture (a Restricted Subsidiary, if other than for purposes of designating a Restricted Subsidiary as an Unrestricted Subsidiary that is a Receivables Subsidiary in connection with the establishment of a Qualified Receivables Financing "Designation") only if: (i) no Default shall have occurred and be continuing at the Interest Coverage Ratio time of UK Holdco and the Restricted Subsidiaries for the most recently ended Reference Period preceding or after giving effect to such designation or re-designation, as applicable, would have been, on a Pro Forma Basis, at least the lesser of (x) 2.00 to 1.00 and (y) the Interest Coverage Ratio as of the most recently ended Reference Period and Designation; and (ii) no Event of Default has occurred and is continuing or the Company would result therefrom. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute be permitted to make an Investment by the applicable Loan Party or Restricted Subsidiary therein (other than a Permitted Investment) at the date time of designation Designation (assuming the effectiveness of such Designation) pursuant to the first paragraph of Section 4.11 in an amount (the "Designation Amount") equal to the Fair Market Value of the applicable Loan Party’s Company's proportionate interest in the net worth of such Subsidiary on such date calculated in accordance with GAAP. All Subsidiaries of Unrestricted Subsidiaries shall be Unrestricted Subsidiaries. The Company shall not, and shall not cause or permit any Restricted Subsidiary to, directly or indirectly, at any time (x) provide credit support for, subject any of its properties or assets (other than the Equity Interests of any Unrestricted Subsidiary’s investment therein; provided that if ) to the satisfaction of, or guarantee, any subsidiary (a “Subject Subsidiary”) being designated as an Indebtedness of any Unrestricted Subsidiary has (including any undertaking, agreement or instrument evidencing such Indebtedness), (y) be liable for any Indebtedness of any Unrestricted Subsidiary or (z) be liable for any Indebtedness which provides that the holder thereof may (upon notice, lapse of time or both) declare a subsidiary that was previously designated default thereon or cause the payment thereof to be accelerated or payable prior to its final scheduled maturity upon the occurrence of a default with respect to any Indebtedness of any Unrestricted Subsidiary. (b) The Company may revoke any Designation of a Subsidiary as an Unrestricted Subsidiary (the “Previously Designated Unrestricted Subsidiary”a "Revocation") in compliance with the provisions of this Agreement, the Investment of such Subject Subsidiary in such Previously Designated Unrestricted Subsidiary only if: (i) no Default shall not have occurred and be taken into account, and shall be excluded, in determining whether the Subject Subsidiary may be designated as an Unrestricted Subsidiary hereunder. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (x) the incurrence continuing at the time of designation of and after giving effect to such Revocation; (ii) all Liens and Indebtedness or Liens of such Unrestricted Subsidiary existing outstanding immediately following such Revocation would, if Incurred at such time, and (y) a return on any Investment by the applicable Loan Party or Restricted Subsidiary in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the Fair Market Value at the date of such designation of such Loan Party’s or Restricted Subsidiary’s Investment in such Subsidiary. For the avoidance of doubt, neither a Borrower nor UK Holdco shall be have been permitted to be an Unrestricted Subsidiary. At Incurred for all purposes of this Indenture; and (iii) any time a transaction (or series of related transactions) between such Subsidiary is designated as and any of its Affiliates that occurred while such Subsidiary was an Unrestricted Subsidiary hereunder, the Borrower Representative shall cause would be permitted by Section 4.17 as if such Subsidiary to be designated as an Unrestricted Subsidiary transaction (or series of related transactions) had occurred at the time of such Revocation (after giving effect to any similar applicable termmodification to such transaction (or series of related transactions) under effective at such time). All Designations and Revocations must be evidenced by resolutions of the Senior Secured NotesBoard of Directors of the Company, delivered to the Trustee certifying compliance with the foregoing provisions.

Designation of Unrestricted Subsidiaries. (a) The Borrower Representative Company may designate after the Issue Date any Subsidiary of the Company as an Unrestricted Subsidiary under this Indenture (a "DESIGNATION") only if: (i) no Default or Event of Default shall have occurred and be continuing at the time of or after giving effect to such Designation; (ii) at the time of and after giving effect to such Designation, the Company could Incur $1.00 of additional Indebtedness (other than Permitted Indebtedness) under the Consolidated Coverage Ratio of the first paragraph of SECTION 4.04; and (iii) the Company would be permitted to make an Investment (other than a Permitted Investment) at the time of Designation (assuming the effectiveness of such Designation) pursuant to the first paragraph of SECTION 4.06 in an amount (the "DESIGNATION AMOUNT") equal to the amount of the Company's Investment in such Subsidiary on such date. Neither the Company nor any Restricted Subsidiary shall at any time after (x) provide credit support for, subject any of its property or assets (other than the Closing Date designate Equity Interests of any Unrestricted Subsidiary) to the satisfaction of, or guarantee, any Indebtedness of any Unrestricted Subsidiary (including any undertaking, agreement or instrument evidencing such Indebtedness), (y) be directly or indirectly liable for any Indebtedness of any Unrestricted Subsidiary, or (z) be directly or indirectly liable for any Indebtedness which provides that the 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 occurrence of a default with respect to any Indebtedness of any Unrestricted Subsidiary, except for any nonrecourse guarantee given solely to support the pledge by the Company or any Restricted Subsidiary of the capital stock of any Unrestricted Subsidiary. For purposes of the foregoing, the Designation of a Subsidiary of the Company as an Unrestricted Subsidiary shall be deemed to include the Designation of all of the Subsidiaries of such Subsidiary. (b) The Company may revoke any Designation of a Subsidiary as an Unrestricted Subsidiary and subsequently re-designate any Unrestricted Subsidiary as (a Restricted Subsidiary, if other than for purposes of designating a Restricted Subsidiary as an Unrestricted Subsidiary that is a Receivables Subsidiary in connection with the establishment of a Qualified Receivables Financing "REVOCATION") only if: (i) the Interest Coverage Ratio of UK Holdco and the Restricted Subsidiaries for the most recently ended Reference Period preceding such designation no Default or re-designation, as applicable, would have been, on a Pro Forma Basis, at least the lesser of (x) 2.00 to 1.00 and (y) the Interest Coverage Ratio as of the most recently ended Reference Period and (ii) no Event of Default has shall have occurred and is be continuing or would result therefrom. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the applicable Loan Party or Restricted Subsidiary therein at the date of designation in an amount equal to the Fair Market Value of the applicable Loan Party’s or Restricted Subsidiary’s investment therein; provided that if any subsidiary (a “Subject Subsidiary”) being designated as an Unrestricted Subsidiary has a subsidiary that was previously designated as an Unrestricted Subsidiary (the “Previously Designated Unrestricted Subsidiary”) in compliance with the provisions of this Agreement, the Investment of such Subject Subsidiary in such Previously Designated Unrestricted Subsidiary shall not be taken into account, and shall be excluded, in determining whether the Subject Subsidiary may be designated as an Unrestricted Subsidiary hereunder. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (x) the incurrence at the time of designation of and after giving effect to such Revocation; and (ii) all Liens and Indebtedness or Liens of such Unrestricted Subsidiary existing outstanding immediately following such Revocation would, if Incurred at such time, and (y) a return on any Investment by the applicable Loan Party or Restricted Subsidiary in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the Fair Market Value at the date of such designation of such Loan Party’s or Restricted Subsidiary’s Investment in such Subsidiary. For the avoidance of doubt, neither a Borrower nor UK Holdco shall be have been permitted to be an Unrestricted SubsidiaryIncurred for all purposes of this Indenture. At any time a Subsidiary is designated as an Unrestricted Subsidiary hereunderAll Designations and Revocations must be evidenced by Board Resolutions of the Company, delivered to the Borrower Representative shall cause such Subsidiary to be designated as an Unrestricted Subsidiary (or any similar applicable term) under Trustee certifying compliance with the Senior Secured Notesforegoing provisions.

Designation of Unrestricted Subsidiaries. The Borrower Representative Borrowers may at any time after the Closing Third Restatement Date designate any Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary by written notice to the Administrative Agent; provided that (i) immediately after giving effect to such designation, the Payment Conditions shall be satisfied on a Pro Forma Basis, (ii) the fair market value of any such Restricted Subsidiary to be designated as an Unrestricted Subsidiary and subsequently re-designate any its Restricted Subsidiaries would be permitted as an Investment under Section 6.04, (iii) immediately after giving effect to the designation of an Unrestricted Subsidiary as a Restricted Subsidiary, if other than for purposes the Borrower shall comply with the provisions of designating Section 5.14 with respect to such designated Restricted Subsidiary, (iv) no Restricted Subsidiary may be a Restricted Subsidiary of an Unrestricted Subsidiary, (v) in the case of the designation of any Subsidiary as an Unrestricted Subsidiary that is a Receivables Subsidiary in connection with Subsidiary, no recourse whatsoever (whether by contract or by operation of law or otherwise) may be had to the establishment of a Qualified Receivables Financing (i) the Interest Coverage Ratio of UK Holdco and the Restricted Subsidiaries for the most recently ended Reference Period preceding such designation Company or re-designation, as applicable, would have been, on a Pro Forma Basis, at least the lesser of (x) 2.00 to 1.00 and (y) the Interest Coverage Ratio as of the most recently ended Reference Period and (ii) no Event of Default has occurred and is continuing or would result therefrom. The designation of any Restricted Subsidiary as an or any of their respective properties or assets for any obligations of such Unrestricted Subsidiary after the Closing Date shall constitute an Investment except as permitted by the applicable Loan Party or Section 6.04, (vi) no Restricted Subsidiary therein at the date of designation in an amount equal to the Fair Market Value of the applicable Loan Party’s or Restricted Subsidiary’s investment therein; provided that if any subsidiary (a “Subject Subsidiary”) being designated as an Unrestricted Subsidiary has a subsidiary that was previously designated as an Unrestricted Subsidiary (the “Previously Designated Unrestricted Subsidiary”) in compliance with the provisions of this Agreement, the Investment of such Subject Subsidiary in such Previously Designated Unrestricted Subsidiary shall not be taken into account, and shall be excluded, in determining whether the Subject Subsidiary may be designated as an Unrestricted Subsidiary hereunderif it is a “restricted subsidiary” (or a term having a similar effect) for purposes of any other Material Indebtedness of the Company and its Restricted Subsidiaries and (vii) the Company shall have delivered to the Administrative Agent and each Lender a certificate executed by a Responsible Officer, certifying to the best of such officer’s knowledge, compliance with the requirements of the preceding clauses (i) through (vi), inclusive, and containing the calculations (in reasonable detail) required by the preceding clause (i). The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (xA) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time, time and (yB) a return on any Investment by the applicable Loan Party or Restricted Subsidiary Borrower in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the Fair Market Value fair market value at the date of such designation of such Loan Party’s or Restricted Subsidiarythe Borrower’s Investment in such Subsidiary. For the avoidance of doubt, neither a Borrower nor UK Holdco shall be permitted to be an Unrestricted Subsidiary. At any time a Subsidiary is designated as an Unrestricted Subsidiary hereunder, the Borrower Representative shall cause such Subsidiary to be designated as an Unrestricted Subsidiary (or any similar applicable term) under the Senior Secured Notes.

Designation of Unrestricted Subsidiaries. The Borrower Representative (a) Mediacom Broadband LLC may designate any Subsidiary (including, without limitation, any newly acquired or newly formed Subsidiary or a Person becoming a Subsidiary through merger or consolidation or Investment therein) as an “Unrestricted Subsidiary” under this Indenture (a “Designation”) only if: (a) no Default or Event of Default shall have occurred and be continuing at the time of or after giving effect to such Designation; (b) at the time of and after giving effect to such Designation, Mediacom Broadband LLC would be able to Incur $1.00 of additional Indebtedness under the Debt to Operating Cash Flow Ratio under the first paragraph of Section 1008; and (c) Mediacom Broadband LLC would be permitted to make a Restricted Payment at the time of Designation (assuming the effectiveness of such Designation) pursuant to paragraph (a) of Section 1007 in an amount (the “Designation Amount”) equal to Mediacom Broadband LLC’s proportionate interest in the fair market value of such Subsidiary on such date (as determined in good faith by the Executive Committee, whose determination shall be conclusive and evidenced by a Committee Resolution). Notwithstanding the foregoing, neither Mediacom Broadband Corporation nor any of its Subsidiaries may be designated as Unrestricted Subsidiaries. (b) At the time of Designation all of the Indebtedness of such Unrestricted Subsidiary shall consist of, and shall at all times thereafter consist of, Non-Recourse Indebtedness, and neither Mediacom Broadband LLC nor any Restricted Subsidiary shall at any time after have any direct or indirect obligation to: (x) make additional Investments (other than Permitted Investments) in any Unrestricted Subsidiary; or (y) maintain or preserve the Closing Date designate financial condition of any Unrestricted Subsidiary or cause any Unrestricted Subsidiary to achieve any specified levels of operating results; or (z) be party to any agreement, contract, arrangement or understanding with any Unrestricted Subsidiary unless the terms of any such agreement, contract, arrangement or understanding are no less favorable to Mediacom Broadband LLC or such Restricted Subsidiary than those that might be obtained, in light of all the circumstances, at the time from Persons who are not Affiliates of Mediacom Broadband LLC. If, at any time, any Unrestricted Subsidiary would violate the foregoing requirements, it shall thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness of such Subsidiary shall be deemed to be Incurred as of such date. (c) Mediacom Broadband LLC may revoke any Designation of a Subsidiary as an Unrestricted Subsidiary and subsequently re-designate any Unrestricted Subsidiary as (a Restricted Subsidiary, if other than for purposes of designating a Restricted Subsidiary as an Unrestricted Subsidiary that is a Receivables Subsidiary in connection with the establishment of a Qualified Receivables Financing “Revocation”) if: (i) the Interest Coverage Ratio of UK Holdco and the Restricted Subsidiaries for the most recently ended Reference Period preceding such designation or re-designation, as applicable, would have been, on a Pro Forma Basis, at least the lesser of (x) 2.00 to 1.00 and (y) the Interest Coverage Ratio as of the most recently ended Reference Period and (iia) no Default or Event of Default has shall have occurred and is be continuing or would result therefrom. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the applicable Loan Party or Restricted Subsidiary therein at the date of designation in an amount equal to the Fair Market Value of the applicable Loan Party’s or Restricted Subsidiary’s investment therein; provided that if any subsidiary (a “Subject Subsidiary”) being designated as an Unrestricted Subsidiary has a subsidiary that was previously designated as an Unrestricted Subsidiary (the “Previously Designated Unrestricted Subsidiary”) in compliance with the provisions of this Agreement, the Investment of such Subject Subsidiary in such Previously Designated Unrestricted Subsidiary shall not be taken into account, and shall be excluded, in determining whether the Subject Subsidiary may be designated as an Unrestricted Subsidiary hereunder. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (x) the incurrence at the time of designation or after giving effect to such Revocation; (b) at the time of and after giving effect to such Revocation, Mediacom Broadband LLC would be able to Incur $1.00 of additional Indebtedness or under the Debt to Operating Cash Flow Ratio of the first paragraph of Section 1008; and (c) all Liens and Indebtedness of such Unrestricted Subsidiary existing outstanding immediately following such Revocation would, if Incurred at such time, and (y) a return on any Investment by the applicable Loan Party or Restricted Subsidiary in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the Fair Market Value at the date of such designation of such Loan Party’s or Restricted Subsidiary’s Investment in such Subsidiary. For the avoidance of doubt, neither a Borrower nor UK Holdco shall be have been permitted to be an Unrestricted Subsidiary. At any time a Subsidiary is designated as an Unrestricted Subsidiary hereunder, Incurred for all purposes of this Indenture. (d) All Designations and Revocations must be evidenced by Committee Resolutions delivered to the Borrower Representative shall cause such Subsidiary to be designated as an Unrestricted Subsidiary (or any similar applicable term) under Trustee certifying compliance with the Senior Secured Notesforegoing provisions.

Designation of Unrestricted Subsidiaries. The Borrower Representative Company may at any time after the Closing Second Restatement Effective Date designate any Restricted Subsidiary as an Unrestricted Subsidiary and subsequently re-designate or any Unrestricted Subsidiary as a Restricted Subsidiary by written notice to the Administrative Agent; provided that (i) immediately before and after such designation, no Event of Default shall have occurred and be continuing, (ii) immediately after giving effect to such designation, the Distribution Conditions shall be satisfied on a pro forma basis, (iii) in the case of any Borrower designated as an Unrestricted Subsidiary, if other than all Loans outstanding to such Borrower shall be repaid in full or assumed by another Borrower and all Letters of Credit issued for purposes the account of designating a Restricted such Borrower shall have expired or been terminated or assumed by another Borrower, (iv) in the case of the designation of any Subsidiary as an Unrestricted Subsidiary that is a Receivables Subsidiary in connection with the establishment of a Qualified Receivables Financing (i) the Interest Coverage Ratio of UK Holdco and the Restricted Subsidiaries for the most recently ended Reference Period preceding Subsidiary, such designation or re-designation, as applicable, would have been, on a Pro Forma Basis, at least the lesser of (x) 2.00 to 1.00 and (y) the Interest Coverage Ratio as of the most recently ended Reference Period and (ii) no Event of Default has occurred and is continuing or would result therefrom. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the applicable Loan Party or Restricted in such Unrestricted Subsidiary therein at the date of designation in (calculated as an amount equal to the aggregate Fair Market Value of all outstanding Investments owned by the applicable Loan Party’s or Company and its Restricted Subsidiary’s investment therein; provided that if any subsidiary (a “Subject Subsidiary”) being designated as an Unrestricted Subsidiary has a subsidiary that was previously designated as an Unrestricted Subsidiary (the “Previously Designated Unrestricted Subsidiary”) in compliance with the provisions of this Agreement, the Investment of such Subject Subsidiary Subsidiaries in such Previously Designated Unrestricted Subsidiary shall not be taken into accountSubsidiary), and such Investment shall be excludedpermitted under Section 9.05, in determining whether the Subject (v) no Subsidiary may be designated as an Unrestricted Subsidiary hereunderif it is a "Restricted Subsidiary" for the purpose of any Contractual Requirement governing any Indebtedness with a principal amount in excess of the Threshold Amount, (vi) immediately after giving effect to the designation of an Unrestricted Subsidiary as a Restricted Subsidiary, the Company shall comply with the provisions of Section 8.10 with respect to such designated Restricted Subsidiary, (vii) no Restricted Subsidiary may be a Subsidiary of an Unrestricted Subsidiary, (viii) in the case of the designation of any Subsidiary as an Unrestricted Subsidiary, no recourse whatsoever (whether by contract or by operation of law or otherwise) may be had to the Company or any Restricted Subsidiary or any of their respective properties or assets for any obligations of such Unrestricted Subsidiary except as permitted by Section 9.05 and (ix) the Company shall have delivered to the Administrative Agent and each Lender a certificate executed by Responsible Officer, certifying to the best of such officer's knowledge, compliance with the requirements of the preceding clauses (i) through (vii), inclusive, and containing the calculations (in reasonable detail) required by the preceding clause (ii). The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (xA) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time, time and (yB) a return on any Investment by the applicable Loan Party or Restricted Subsidiary Company in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the Fair Market Value at the date of such designation of such Loan Party’s or Restricted Subsidiary’s the Company's Investment in such Subsidiary. For the avoidance of doubt, neither a Borrower nor UK Holdco shall be permitted to be an Unrestricted Subsidiary. At any time a Subsidiary is designated as an Unrestricted Subsidiary hereunder, the Borrower Representative shall cause such Subsidiary to be designated as an Unrestricted Subsidiary (or any similar applicable term) under the Senior Secured Notes.

Designation of Unrestricted Subsidiaries. The Borrower Representative (a) Alamosa Delaware may at any time after the Closing Date not designate any Restricted Subsidiary as an Unrestricted Subsidiary and subsequently re-may hereafter designate any Unrestricted Subsidiary as a Restricted Subsidiary, if other than for purposes of designating a Restricted Subsidiary as an Unrestricted Subsidiary that is under this Agreement (a Receivables Subsidiary in connection with the establishment of a Qualified Receivables Financing "Designation") only if: (i) such Subsidiary does not own any Capital Stock of any Restricted Subsidiary; (ii) no Event of Default shall have occurred and be continuing at the Interest Coverage Ratio time of UK Holdco or after giving effect to such Designation; (iii) after giving effect to such Designation and any related Investment to be made in such designated Subsidiary by Alamosa Delaware or any Restricted Subsidiary (which shall in any event include the existing Investment in such Subsidiary at the time it is designated as an Unrestricted Subsidiary), (A) any such existing Investment and related Investment would comply with Section 6.04 and (B) Alamosa Delaware and the Restricted Subsidiaries for would be in compliance with each of the Financial Covenants, calculated on a pro forma basis as if such Designation and Investment had occurred immediately prior to the first day of the period of four consecutive fiscal quarters most recently ended Reference Period preceding in respect of which financial statements have been delivered by Alamosa Delaware pursuant to Section 5.01(a) or (b); (iv) such designation or re-designation, as applicable, would have been, on a Pro Forma Basis, at least designated Subsidiary is an unrestricted subsidiary under each of the lesser of Alamosa Delaware Indentures; and (v) Alamosa Delaware has delivered to the Administrative Agent (x) 2.00 to 1.00 written notice of such Designation and (y) a certificate, dated the Interest Coverage Ratio as effective date of the most recently ended Reference Period and (ii) such Designation, of a Financial Officer of Alamosa Delaware stating that no Event of Default has occurred and is continuing or would result therefrom. The designation of and setting forth reasonably detailed calculations demonstrating pro forma compliance with the Financial Covenants in accordance with paragraph (iii) above. (b) Neither Superholdings, APCS, Alamosa Delaware nor any Restricted Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the applicable Loan Party or Restricted Subsidiary therein at the date any time (x) provide a Guarantee of designation in an amount equal to the Fair Market Value any Indebtedness of the applicable Loan Party’s or Restricted Subsidiary’s investment therein; provided that if any subsidiary (a “Subject Subsidiary”) being designated as an Unrestricted Subsidiary has a subsidiary that was previously designated as an Unrestricted Subsidiary (the “Previously Designated Unrestricted Subsidiary”, (y) in compliance with the provisions of this Agreement, the Investment of such Subject Subsidiary in such Previously Designated Unrestricted Subsidiary shall not be taken into account, and shall be excluded, in determining whether the Subject Subsidiary may be designated as an Unrestricted Subsidiary hereunder. The designation directly or indirectly liable for any Indebtedness of any Unrestricted Subsidiary as or (z) be directly or indirectly liable for any other Indebtedness which provides that the holder thereof may (upon notice, lapse of time or both) declare a Restricted Subsidiary shall constitute default thereon (or cause such Indebtedness or the payment thereof to be accelerated, payable or subject to repurchase prior to its final scheduled maturity) upon the occurrence of a default with respect to any other Indebtedness that is Indebtedness of an Unrestricted Subsidiary, except in the case of clause (x) the incurrence at the time of designation of Indebtedness or Liens of such Subsidiary existing at such time, and (y) to the extent permitted under Section 6.01 and 6.04 hereof. Each Designation shall be irrevocable, and no Unrestricted Subsidiary may become a return on Restricted Subsidiary, be merged with or into Alamosa Delaware or any Investment by the applicable Loan Party or Restricted Subsidiary in Unrestricted Subsidiaries pursuant or liquidate into or transfer substantially all its assets to the preceding sentence in an amount equal to the Fair Market Value at the date of such designation of such Loan Party’s Alamosa Delaware or any Restricted Subsidiary’s Investment in such Subsidiary. For the avoidance of doubt, neither a Borrower nor UK Holdco shall be permitted to be an Unrestricted Subsidiary. At any time a Subsidiary is designated as an Unrestricted Subsidiary hereunder, the Borrower Representative shall cause such Subsidiary to be designated as an Unrestricted Subsidiary (or any similar applicable term) under the Senior Secured Notes.77

Designation of Unrestricted Subsidiaries. (a) The Borrower Representative Board of Directors of the Company may at any time after the Closing Date designate any Restricted Subsidiary (including any newly acquired or newly formed Subsidiary) that does not directly, indirectly or beneficially own any Capital Stock of, or Subordinated Indebtedness of, or own or hold any Lien on any property of, the Company or any other Subsidiary of the Company, to be an Unrestricted Subsidiary so long as (a) such Subsidiary at the time of such designation: (i) has no Indebtedness other than Non-Recourse Indebtedness; provided, that the Company or a Subsidiary of the Company may guarantee Indebtedness of an Unrestricted Subsidiary so long as any such guarantee constitutes an Investment made pursuant to clause (f) of the definition of Permitted Investment; (ii) is not party to any agreement, contract, arrangement or understanding with the Company or any Subsidiary of the Company unless the terms of any such agreement, contract, arrangement or understanding are no less favorable to the Company or such Subsidiary than those that might be obtained at the time from Persons who are not Affiliates of the Company; (iii) is a Person with respect to which neither the Company nor any of its Subsidiaries has any direct or indirect obligation (x) to subscribe for additional Equity Interests, except to the extent that any such Investment made for such purpose constitutes an Investment made pursuant to clause (f) of the definition of Permitted Investment, or (y) to maintain or preserve such Person's financial condition or to cause such Person to achieve any specified levels of operating results; and (iv) has not guaranteed or otherwise directly or indirectly provided credit support for any Indebtedness of the Company or any of its Subsidiaries; and (b) each Subsidiary of such Subsidiary shall also be designated an Unrestricted Subsidiary and subsequently re-shall comply with clause (a) above. (b) The Board of Directors of the Company may designate any Unrestricted Subsidiary to be a Subsidiary, provided, that (a) no Default or Event of Default is existing or will occur as a Restricted Subsidiary, if other than for purposes of designating a Restricted Subsidiary as an Unrestricted Subsidiary that is a Receivables Subsidiary in connection with the establishment of a Qualified Receivables Financing consequence thereof and (ib) the Interest Coverage Ratio of UK Holdco and the Restricted Subsidiaries for the most recently ended Reference Period preceding immediately after giving effect to such designation or re-designation, as applicable, would have been, on a Pro Forma Basispro forma basis, the Company could incur at least the lesser of (x) 2.00 to $1.00 and (y) the Interest Coverage Ratio as of the most recently ended Reference Period and (ii) no Event of Default has occurred and is continuing or would result therefrom. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the applicable Loan Party or Restricted Subsidiary therein at the date of designation in an amount equal to the Fair Market Value of the applicable Loan Party’s or Restricted Subsidiary’s investment therein; provided that if any subsidiary (a “Subject Subsidiary”) being designated as an Unrestricted Subsidiary has a subsidiary that was previously designated as an Unrestricted Subsidiary (the “Previously Designated Unrestricted Subsidiary”) in compliance with the provisions of this Agreement, the Investment of such Subject Subsidiary in such Previously Designated Unrestricted Subsidiary shall not be taken into account, and shall be excluded, in determining whether the Subject Subsidiary may be designated as an Unrestricted Subsidiary hereunder. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (x) the incurrence at the time of designation of Indebtedness or Liens of such Subsidiary existing at such time, and (y) a return on any Investment by the applicable Loan Party or Restricted Subsidiary in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the Fair Market Value at the date of Debt Incurrence Ratio. (c) Each such designation of such Loan Party’s or Restricted Subsidiary’s Investment in such Subsidiary. For the avoidance of doubt, neither a Borrower nor UK Holdco shall be permitted evidenced by filing with the Trustee a certified copy of the resolution giving effect to be such designation and an Unrestricted Subsidiary. At any time a Subsidiary is designated as an Unrestricted Subsidiary hereunder, Officers' Certificate certifying that such designation complied with the Borrower Representative shall cause such Subsidiary to be designated as an Unrestricted Subsidiary (or any similar applicable term) under the Senior Secured Notesforegoing conditions.

Designation of Unrestricted Subsidiaries. The Borrower Representative Borrowers’ Agent may at any time after the Closing Date designate any Restricted Subsidiary (other than a Loan Party) as an Unrestricted Subsidiary and subsequently re-designate or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (a) immediately before and after such designation, if other than for purposes no Unmatured Event of designating a Restricted Subsidiary as an Unrestricted Subsidiary that is a Receivables Subsidiary Default or Event of Default shall have occurred and be continuing, (b) immediately after giving effect to such designation, Company shall be in connection compliance with the establishment of a Qualified Receivables Financing (i) the Interest Coverage Ratio of UK Holdco covenants set forth in Sections 8.3 and the Restricted Subsidiaries for the most recently ended Reference Period preceding such designation or re-designation9.1, as applicable, would have been, determined on a Pro Forma Basis, at least Basis as of the lesser of (x) 2.00 to 1.00 and (y) the Interest Coverage Ratio as last day of the most recently ended Reference Period fiscal quarter, in each case, as if such designation had occurred on the last day of such fiscal quarter of Company and, as a condition precedent to the effectiveness of any such designation, the Company shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance, (c) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary and (iid) no Event the Company shall cause each Unrestricted Subsidiary to simultaneously be designated as an “Unrestricted Subsidiary” under the Existing Xxxxx-Xxxxxxxx Senior Unsecured Notes, any Permitted Secured Debt, any Permitted Unsecured Debt, any Permitted European Senior Debt or any other Indebtedness the terms of Default has occurred and is continuing or would result therefromwhich permits a similar designation. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the applicable Loan Party or Restricted Subsidiary therein at the date of designation in an amount equal to the Fair Market Value fair market value of the applicable Loan Party’s or Restricted Subsidiary’s investment therein; provided that if any subsidiary (a “Subject Subsidiary”) being designated as an Unrestricted Subsidiary has a subsidiary that was previously designated as an Unrestricted Subsidiary (the “Previously Designated Unrestricted Subsidiary”) in compliance with the provisions of this Agreement, the Investment of such Subject Subsidiary in such Previously Designated Unrestricted Subsidiary shall not be taken into account, and shall be excluded, in determining whether the Subject Subsidiary may be designated as an Unrestricted Subsidiary hereunder. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (x) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time, and (y) a return on any Investment by the applicable Loan Party or Restricted Subsidiary in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the Fair Market Value fair market value at the date of such designation of such Loan Party’s or Restricted Subsidiary’s Investment in such Subsidiary. For Notwithstanding the avoidance of doubtforegoing, neither a no existing or future Borrower nor UK Holdco shall be permitted to be an Unrestricted Subsidiary. At any time a Subsidiary is designated as an Unrestricted Subsidiary hereunder, the Borrower Representative shall cause such Subsidiary to be designated as an Unrestricted Subsidiary (or any similar applicable term) under the Senior Secured Notes.

Designation of Unrestricted Subsidiaries. The (a) Unless designated as an Unrestricted Subsidiary pursuant to this Section 5.17, any Person that becomes a Subsidiary of Borrower Representative or any of its Restricted Subsidiaries shall be classified as a Restricted Subsidiary. Borrower may at any time after the Closing Date designate any Restricted Subsidiary as to be an Unrestricted Subsidiary by written notice to Administrative Agent and subsequently re-designate Collateral Agent if (i) prior, and after giving effect, to such designation, no Default or Event of Default exists and is continuing or would exist and be continuing, (ii) the Borrower is in compliance the covenants set forth in Section 6.1, calculated on a pro forma basis giving effect to such designation, (iii) such Subsidiary is formed solely to facilitate the funding and consummation of an acquisition of assets used or useful to Borrower in the ordinary course of its business and (iv) none of Borrower or any Unrestricted Restricted Subsidiary as a Restricted Subsidiary, if shall have made any Investment in such Subsidiary (other than for purposes of designating a Restricted Subsidiary formation expenses) prior to its designation as an Unrestricted Subsidiary; (b) Borrower will not, and will not permit any of the Restricted Subsidiaries to, incur, assume, guarantee or be or become liable for any Indebtedness of any of the Unrestricted Subsidiaries; (c) Borrower will not permit any Unrestricted Subsidiary to hold any Capital Stock in, or any Indebtedness of, Borrower or any Restricted Subsidiary; (d) Borrower will cause the management, business and affairs of each of Borrower and its Restricted Subsidiaries and its Unrestricted Subsidiaries to be conducted in such a manner (including by keeping separate books of account, furnishing separate financial statements of the Unrestricted Subsidiaries to creditors and potential creditors thereof and by not permitting Properties of Borrower and its Restricted Subsidiaries to be commingled) so that each Unrestricted Subsidiary that is a Receivables corporation will be treated as a corporate entity separate and distinct from Borrower and any Restricted Subsidiary; (e) Any designation of a Subsidiary in connection of Borrower as an Unrestricted Subsidiary will be evidenced to Administrative Agent and Collateral Agent by delivery of a certified copy of a resolution of the Board of Directors giving effect to such designation and an officers’ certificate certifying that such designation complied with the establishment preceding conditions and the conditions set forth in the definition of “Unrestricted Subsidiary.” If, at any time, any Unrestricted Subsidiary would fail to meet the preceding requirements as an Unrestricted Subsidiary (including the requirements set forth in the definition of “Unrestricted Subsidiary”), it will thereafter cease to be an Unrestricted Subsidiary for purposes of under this Agreement and any Indebtedness of such Subsidiary will be deemed to be incurred by a Qualified Receivables Financing Restricted Subsidiary of Borrower as of such date and, if such Indebtedness is not permitted to be incurred as of such date under this Agreement, Borrower will be in default of such covenant; and (f) The Board of Directors may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that (i) the Interest Coverage Ratio any outstanding Indebtedness of UK Holdco and the Restricted Subsidiaries for the most recently ended Reference Period preceding such designation or re-designation, Unrestricted Subsidiary must qualify as applicable, would have been, on a Pro Forma Basis, at least the lesser of (x) 2.00 to 1.00 and (y) the Interest Coverage Ratio as of the most recently ended Reference Period Permitted Acquisition Indebtedness; and (ii) no Default or Event of Default has occurred and is continuing or would result therefrom. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the applicable Loan Party or Restricted Subsidiary therein at the date of designation be in an amount equal to the Fair Market Value of the applicable Loan Party’s or Restricted Subsidiary’s investment therein; provided that if any subsidiary (a “Subject Subsidiary”) being designated as an Unrestricted Subsidiary has a subsidiary that was previously designated as an Unrestricted Subsidiary (the “Previously Designated Unrestricted Subsidiary”) in compliance with the provisions of this Agreement, the Investment of existence following such Subject Subsidiary in such Previously Designated Unrestricted Subsidiary shall not be taken into account, and shall be excluded, in determining whether the Subject Subsidiary may be designated as an Unrestricted Subsidiary hereunder. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (x) the incurrence at the time of designation of Indebtedness or Liens of such Subsidiary existing at such time, and (y) a return on any Investment by the applicable Loan Party or Restricted Subsidiary in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the Fair Market Value at the date of such designation of such Loan Party’s or Restricted Subsidiary’s Investment in such Subsidiary. For the avoidance of doubt, neither a Borrower nor UK Holdco shall be permitted to be an Unrestricted Subsidiary. At any time a Subsidiary is designated as an Unrestricted Subsidiary hereunder, the Borrower Representative shall cause such Subsidiary to be designated as an Unrestricted Subsidiary (or any similar applicable term) under the Senior Secured Notesdesignation.

Designation of Unrestricted Subsidiaries. The (a) Except as otherwise provided in the definition of “Unrestricted Subsidiary,” the Board of Directors of the Borrower Representative may at any time after the Closing Date designate any Restricted Subsidiary as an Unrestricted Subsidiary and subsequently re-designate (including any newly acquired or newly formed Restricted Subsidiary at or prior to the time it is so acquired or formed but excluding any Restricted Subsidiary that was previously an Unrestricted Subsidiary), or any Unrestricted Subsidiary as a Restricted Subsidiary, if other than for purposes of designating a Restricted Subsidiary as an Unrestricted Subsidiary ; provided that is a Receivables Subsidiary in connection with the establishment of a Qualified Receivables Financing (i) the Interest Coverage Ratio of UK Holdco immediately before and the Restricted Subsidiaries for the most recently ended Reference Period preceding after such designation or re-designation, as applicableno Potential Default or Event of Default shall have occurred and be continuing, would have been(ii) immediately after giving effect to such designation, the Borrower shall be in compliance, on a Pro Forma Basis, at least with the lesser Financial Covenants and (iii) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of any Indebtedness incurred pursuant to Section 8.2.1(i) or (m) [Indebtedness] (unless it is substantially concurrently being designated as an Unrestricted Subsidiary under such Indebtedness). Any (x) 2.00 to 1.00 and designation of a Subsidiary as an Unrestricted Subsidiary or (y) redesignation as a Restricted Subsidiary will be evidenced to the Interest Coverage Ratio as Administrative Agents by delivering to the Administrative Agents a copy of a Board Resolution giving effect to such designation and an Officer’s Certificate certifying that such designation complied with the most recently ended Reference Period and (ii) no Event requirements of Default has occurred and is continuing or would result therefromthis Section 8.2.3. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the applicable Loan Party Borrower or the relevant Restricted Subsidiary (as applicable) therein at the date of designation in an amount equal to the Fair Market Value of the applicable Loan PartyBorrower’s or such relevant Restricted Subsidiary’s (as applicable) investment therein; provided that if any subsidiary (a “Subject , as determined in good faith by such Borrower or such relevant Restricted Subsidiary”) being designated as an Unrestricted Subsidiary has a subsidiary that was previously designated as an Unrestricted Subsidiary (the “Previously Designated Unrestricted Subsidiary”) in compliance with the provisions of this Agreement, and the Investment of resulting from such Subject Subsidiary in such Previously Designated Unrestricted Subsidiary shall not designation must otherwise be taken into account, permitted under Section 8.2.4 [Loans and shall be excluded, in determining whether the Subject Subsidiary may be designated as an Unrestricted Subsidiary hereunderInvestments]. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (x) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time. (b) No Unrestricted Subsidiary shall: (1) have any Indebtedness other than Non-Recourse Debt; (2) except as permitted by Section 8.2.8 [Affiliate Transactions], be party to any agreement, contract, arrangement or understanding with the Borrower or any Restricted Subsidiary unless the terms of any such agreement, contract, arrangement or understanding are no less favorable to the Borrower or such Restricted Subsidiary than those that might be obtained at the time from Persons that are not Affiliates of the Borrower; (3) be a Person with respect to which either the Borrower or any Restricted Subsidiary has any direct or indirect obligation (x) to subscribe for additional Equity Interests (except pursuant to an Investment that would be permitted hereunder at the time such obligation is incurred and such Investment is made) or (y) a return on to maintain or preserve such Person’s financial condition or to cause such Person to achieve any Investment by specified levels of operating results; or (4) Guaranty or otherwise directly or indirectly provide credit support for any Indebtedness of the applicable Loan Party Borrower or any Restricted Subsidiary in Unrestricted Subsidiaries pursuant Subsidiary, except to the preceding sentence in an amount equal to the Fair Market Value at the date of extent such Guaranty would be and is released upon such designation of such Loan Party’s or Restricted Subsidiary’s Investment in such Subsidiary. For the avoidance of doubt, neither a Borrower nor UK Holdco shall be permitted to be as an Unrestricted Subsidiary. At ; provided that, prior to the consummation of the Take-In Transaction, in no event shall CCR or any time of its Subsidiaries be deemed a Subsidiary is designated as an Unrestricted Restricted Subsidiary hereunder, the Borrower Representative shall cause such Subsidiary to be designated as an Unrestricted Subsidiary (or any similar applicable term) under the Senior Secured Notes.

Designation of Unrestricted Subsidiaries. The Borrower Representative Arrow Bidco may at any time after the Closing Date designate any Restricted Subsidiary as an Unrestricted Subsidiary and subsequently re-designate or any Unrestricted Subsidiary as a Restricted Subsidiary, if other than for purposes of designating a Restricted Subsidiary as an Unrestricted Subsidiary ; provided that is a Receivables Subsidiary in connection with the establishment of a Qualified Receivables Financing (i) the Interest Coverage Ratio of UK Holdco and the Restricted Subsidiaries for the most recently ended Reference Period preceding such designation or re-designation, as applicable, would have been, on a Pro Forma Basis, at least the lesser of (x) 2.00 to 1.00 and (y) the Interest Coverage Ratio as of the most recently ended Reference Period and (ii) no Event of Default has occurred and is continuing or would result therefrom. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute be deemed to be an Investment by the applicable Loan Party or Restricted Subsidiary therein at on the date of such designation in an Unrestricted Subsidiary in an amount equal to the Fair Market Value sum of (x) the applicable relevant Loan Party’s direct or indirect equity ownership percentage of the fair market value of such designated Subsidiary immediately prior to such designation and (y) the aggregate outstanding principal amount of any Indebtedness owed by such designated Subsidiary to any Loan Party or any other Restricted Subsidiary’s investment therein; provided Subsidiary immediately prior to such designation, all calculated on a consolidated basis in accordance with GAAP, (ii) the Payment Condition shall be satisfied after giving effect to any such designation, (iii) no Default or Event of Default is then continuing or would result from any such designation and (iv) any such Restricted Subsidiary that if any subsidiary (a “Subject Subsidiary”) being is designated as an Unrestricted Subsidiary has a subsidiary that was previously designated as shall constitute an Unrestricted Subsidiary (the “Previously Designated Unrestricted Subsidiary”” (under and as defined in the Senior Secured Notes Indenture as in effect on the Closing Date) and an “unrestricted subsidiary” (or similar term) under any other document, instrument or agreement evidencing or governing Indebtedness of a Loan Party in compliance with a principal amount in excess of $25,000,000 at the provisions time of this Agreement, the Investment of such Subject Subsidiary in such Previously Designated Unrestricted Subsidiary shall not be taken into account, and shall be excluded, in determining whether the Subject Subsidiary may be designated as an Unrestricted Subsidiary any determination made hereunder. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (xi) the incurrence at the time of designation as a Restricted Subsidiary of any Investment, Indebtedness or and Liens of such Subsidiary existing at such time, time and (yii) a return on any Investment by the applicable Loan Party Arrow Bidco or any of its Restricted Subsidiaries in such Subsidiary in Unrestricted Subsidiaries pursuant to clause (i) of the preceding sentence in an amount equal to the Fair Market Value at the date amount of such designation deemed Investment pursuant to clause (i) of such Loan Party’s or the preceding sentence. Any Unrestricted Subsidiary which has been designated as a Restricted Subsidiary’s Investment in such Subsidiary may not be subsequently re-designated as an Unrestricted Subsidiary. For Notwithstanding anything herein to the avoidance of doubtcontrary, neither a no Borrower nor UK Holdco shall be permitted to designated as or otherwise be an Unrestricted Subsidiary. At any time a Subsidiary is designated as an Unrestricted Subsidiary hereunder, the Borrower Representative shall cause such Subsidiary to be designated as an Unrestricted Subsidiary (or any similar applicable term) under the Senior Secured Notes.

Designation of Unrestricted Subsidiaries. The Borrower Representative may at any time after the Closing Date designate any Restricted Subsidiary as an Unrestricted Subsidiary and subsequently re-designate any Unrestricted Subsidiary as a Restricted Subsidiary, Subsidiary if other than for purposes of designating a Restricted Subsidiary as an Unrestricted Subsidiary that is a Receivables Subsidiary in connection with the establishment of a Qualified Receivables Financing (i) the Interest Coverage Ratio of UK Holdco and the Restricted Subsidiaries for the most recently ended Reference Period preceding such designation no Default or re-designation, as applicable, would have been, on a Pro Forma Basis, at least the lesser of (x) 2.00 to 1.00 and (y) the Interest Coverage Ratio as of the most recently ended Reference Period and (ii) no Event of Default has occurred and is continuing or would result therefrom. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the applicable Loan Party or Restricted Subsidiary therein at the date of designation in an amount equal to the Fair Market Value of the applicable Loan Party’s or Restricted Subsidiary’s investment therein; provided that if any subsidiary (a “Subject Subsidiary”) being designated as an Unrestricted Subsidiary has a subsidiary that was previously designated as an Unrestricted Subsidiary (the “Previously Designated Unrestricted Subsidiary”) in compliance with the provisions of this Agreement, the Investment of such Subject Subsidiary in such Previously Designated Unrestricted Subsidiary shall not be taken into account, and shall be excluded, in determining whether the Subject Subsidiary may be designated as an Unrestricted Subsidiary hereunder. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (x) the incurrence Incurrence at the time of designation of Indebtedness or Liens of such Subsidiary existing at such time, and (y) a return on any Investment by the applicable Loan Party or Restricted Subsidiary in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the Fair Market Value at the date of such designation of such Loan Party’s or Restricted Subsidiary’s Investment in such Subsidiary. For the avoidance of doubt, neither a Borrower nor UK Holdco Holdings nor any direct or indirect Subsidiary of Holdings that is a direct or indirect parent company of a Borrower shall be permitted to be an Unrestricted Subsidiary. At any time a Subsidiary is designated as an Unrestricted Subsidiary hereunder, the Borrower Representative shall cause such Subsidiary to be designated as an Unrestricted Subsidiary (or any similar applicable term) under the Senior Secured NotesSecond Lien Facility and any Indebtedness permitted under Section 7.2 that constitutes First Lien Obligations and is in a principal amount in excess of the greater of $35,000,000 and 23.0% of Consolidated EBITDA, calculated on a Pro Forma Basis as of the most recently ended Test Period.

Designation of Unrestricted Subsidiaries. The A. Each Subsidiary of Borrower Representative that has been designated as of the Closing Date under the Existing Indentures as an Unrestricted Subsidiary pursuant to the terms thereof (and which designation as of the Closing Date has not been revoked thereunder) is initially designated by Borrower as an Unrestricted Subsidiary as of the Closing Date. Borrower may at any time designate after the Closing Date designate any Restricted other Subsidiary of Borrower as an "Unrestricted Subsidiary and subsequently re-designate any Unrestricted Subsidiary as a Restricted Subsidiary, if other than for purposes of designating a Restricted Subsidiary as an Unrestricted Subsidiary that is a Receivables Subsidiary in connection with the establishment of a Qualified Receivables Financing (i) the Interest Coverage Ratio of UK Holdco and the Restricted Subsidiaries for the most recently ended Reference Period preceding such designation or re-designation, as applicable, would have been, on a Pro Forma Basis, at least the lesser of (x) 2.00 to 1.00 and (y) the Interest Coverage Ratio as of the most recently ended Reference Period and (ii) no Event of Default has occurred and is continuing or would result therefrom. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the applicable Loan Party or Restricted Subsidiary therein at the date of designation in an amount equal to the Fair Market Value of the applicable Loan Party’s or Restricted Subsidiary’s investment therein; provided that if any subsidiary " under this Agreement (a “Subject Subsidiary”"Designation") being so long as such Subsidiary is ----------- also on the same date designated as an Unrestricted Subsidiary has pursuant to the Existing Indentures and the Senior Subordinated Indenture (if in effect) and only if: (i) no Potential Event of Default or Event of Default shall have occurred and be continuing at the time of or after giving effect to such Designation; (ii) at the time of and after giving effect to such Designation, Borrower could Incur $1.00 of additional Indebtedness (other than Permitted Indebtedness) under the Debt to Operating Cash Flow Ratio of the first paragraph of Section 6A.2; and (iii) Borrower would be permitted to make an Investment (other than a subsidiary that was previously Permitted Investment) at the time of Designation (assuming the effectiveness of such Designation) pursuant to the first paragraph of Section 6A.1 in an amount (the "Designation Amount") equal to the Fair ------------------ Market Value of Borrower's proportionate interest in the net worth of such Subsidiary on such date calculated in accordance with GAAP. Notwithstanding the above, no Subsidiary of Borrower shall be designated as an Unrestricted Subsidiary which (i) holds the “Previously Designated partnership interest in (or any debt or equity interest in) Primestar Partnership or distributes, directly or indirectly, PRIMESTAR(R) television programming service or has any right, title or interest in the revenue or profits in, or holds any Lien in respect of, such partnership interests or such distribution; (ii) conducts, directly or indirectly, the High Power Satellite Transmission Business or the business of distributing high power DBS services to subscribers (or, if the proposed wholesale strategy is implemented, the business of distributing the wholesale service to cable system operators), or has any interest in any such business or the right to receive the income or profits therefrom; or (iii) holds any right, title or interest in the assets transferred to Borrower pursuant to the ASkyB Transaction. Neither Borrower nor any Restricted Subsidiary shall at any time (x) provide credit support for, subject any of its property or assets (other than the Equity Interests of any Unrestricted Subsidiary”) to the satisfaction of, or guarantee, any Indebtedness of any Unrestricted Subsidiary (including any undertaking, agreement or instrument evidencing such Indebtedness), (y) be directly or indirectly liable for any Indebtedness of any Unrestricted Subsidiary, or (z) be directly or indirectly liable for any Indebtedness which provides that the 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 occurrence of a default with respect to any Indebtedness of any Unrestricted Subsidiary, except, in compliance with the provisions case of clause (x) or (y), to the extent otherwise permitted under the terms of this Agreement, the Investment of such Subject Subsidiary in such Previously Designated Unrestricted Subsidiary shall not be taken into accountincluding, without limitation, pursuant to Section 6A.1 and Section 6A.9, and shall be excluded, in determining whether except for any non-recourse guarantee given solely to support the Subject pledge by Borrower or any Restricted Subsidiary may be designated as an Unrestricted Subsidiary hereunder. The designation of the Equity Interests of any Unrestricted Subsidiary as a Restricted Subsidiary Subsidiary. (i) no Potential Event of Default or Event of Default shall constitute (x) the incurrence have occurred and be continuing at the time of designation of and after giving effect to such Revocation; and (ii) all Liens and Indebtedness or Liens of such Unrestricted Subsidiary existing outstanding immediately following such Revocation would, if Incurred at such time, and (y) a return on any Investment by the applicable Loan Party or Restricted Subsidiary in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the Fair Market Value at the date of such designation of such Loan Party’s or Restricted Subsidiary’s Investment in such Subsidiary. For the avoidance of doubt, neither a Borrower nor UK Holdco shall be have been permitted to be an Unrestricted SubsidiaryIncurred for all purposes of this Agreement. At any time a Subsidiary is designated as an Unrestricted Subsidiary hereunder, All Designations and Revocations must be evidenced by resolutions of the Board of Directors of Borrower Representative shall cause such Subsidiary delivered to be designated as an Unrestricted Subsidiary (or any similar applicable term) under the Senior Secured NotesArranger certifying compliance with the foregoing provisions.

Designation of Unrestricted Subsidiaries. (a) The Borrower Representative Company may at any time after the Closing Date designate any Restricted Subsidiary of the Company as an "Unrestricted Subsidiary and subsequently re-designate any Unrestricted Subsidiary as Subsidiary" under this Indenture (a Restricted Subsidiary, if other than for purposes of designating a Restricted Subsidiary as an Unrestricted Subsidiary that is a Receivables Subsidiary in connection with the establishment of a Qualified Receivables Financing "Designation") only if: (i) no Default shall have occurred and be continuing at the Interest Coverage Ratio time of UK Holdco and the Restricted Subsidiaries for the most recently ended Reference Period preceding or after giving effect to such designation or re-designation, as applicable, would have been, on a Pro Forma Basis, at least the lesser of (x) 2.00 to 1.00 and (y) the Interest Coverage Ratio as of the most recently ended Reference Period and Designation; (ii) no Event at the time of Default has occurred and is continuing or after giving effect to such Designation, the Company could Incur $1.00 of additional Indebtedness under Section 4.12(a); and (iii) the Company would result therefrom. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute be permitted to make an Investment by the applicable Loan Party or Restricted Subsidiary therein (other than a Permitted Investment) at the date time of designation Designation (assuming the effectiveness of such Designation) pursuant to the first paragraph of Section 4.11 in an amount (the "Designation Amount") equal to the Fair Market Value of the applicable Loan Party’s Company's proportionate interest in the net worth of such Subsidiary on such date calculated in accordance with GAAP. All Subsidiaries of Unrestricted Subsidiaries shall be Unrestricted Subsidiaries. The Company shall not, and shall not cause or permit any Restricted Subsidiary to, directly or indirectly, at any time (x) provide credit support for, subject any of its properties or assets (other than the Equity Interests of any Unrestricted Subsidiary’s investment therein; provided that if ) to the satisfaction of, or guarantee, any subsidiary (a “Subject Subsidiary”) being designated as an Indebtedness of any Unrestricted Subsidiary has (including any undertaking, agreement or instrument evidencing such Indebtedness), (y) be liable for any Indebtedness of any Unrestricted Subsidiary or (z) be liable for any Indebtedness which provides that the holder thereof may (upon notice, lapse of time or both) declare a subsidiary that was previously designated default thereon or cause the payment thereof to be accelerated or payable prior to its final scheduled maturity upon the occurrence of a default with respect to any Indebtedness of any Unrestricted Subsidiary. (b) The Company may revoke any Designation of a Subsidiary as an Unrestricted Subsidiary (the “Previously Designated Unrestricted Subsidiary”a "Revocation") in compliance with the provisions of this Agreement, the Investment only if: (ii) all Liens and Indebtedness of such Subject Subsidiary in such Previously Designated Unrestricted Subsidiary shall not outstanding immediately following such Revocation would, if Incurred at such time, have been permitted to be taken into account, Incurred for all purposes of the Indenture; and (iii) any transaction (or series of related transactions) between such Subsidiary and shall be excluded, in determining whether the Subject any of its Affiliates that occurred while such Subsidiary may be designated as was an Unrestricted Subsidiary hereunder. The designation would be permitted by Section 4.17 as if such transaction (or series of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (xrelated transactions) the incurrence had occurred at the time of designation such Revocation (after giving effect to any modification to such transaction (or series of Indebtedness or Liens of such Subsidiary existing related transactions) effective at such time). All Designations and Revocations must be evidenced by resolutions of the Board of Directors of the Company, and (y) a return on any Investment by the applicable Loan Party or Restricted Subsidiary in Unrestricted Subsidiaries pursuant delivered to the preceding sentence in an amount equal to Trustee certifying compliance with the Fair Market Value at the date of such designation of such Loan Party’s or Restricted Subsidiary’s Investment in such Subsidiary. For the avoidance of doubt, neither a Borrower nor UK Holdco shall be permitted to be an Unrestricted Subsidiary. At any time a Subsidiary is designated as an Unrestricted Subsidiary hereunder, the Borrower Representative shall cause such Subsidiary to be designated as an Unrestricted Subsidiary (or any similar applicable term) under the Senior Secured Notesforegoing provisions.

Designation of Unrestricted Subsidiaries. The Borrower Representative Company may designate after the Issue Date any Subsidiary of the Company as an "Unrestricted Subsidiary" under this Indenture (a "Designation") only if: (1) no Default or Event of Default will have occurred and be continuing or will result after giving effect to such Designation; (2) at the time of and after giving effect to such Designation, the Company could Incur $1.00 of additional Indebtedness (other than Permitted Indebtedness) under Section 4.10; (3) the Company would be permitted to make an Investment at the time of Designation in an amount of the Designation Amount; (4) such Unrestricted Subsidiary is not a party to any agreement, contract, arrangement or understanding at such time with the Company or any Restricted Subsidiary of the Company unless the terms of any such agreement, contract, arrangement or understanding are no less favorable to the Company or such Restricted Subsidiary than those that might be obtained at the time from Persons who are not Affiliates of the Company or, in the event such condition is not satisfied, the value of such agreement, contract, arrangement or understanding to such Unrestricted Subsidiary in excess of the value that such Unrestricted Subsidiary would have obtained from a Person who was not an Affiliate will be deemed added to the Designation Amount; and (5) such Unrestricted Subsidiary does not own any Key Project Assets or Gaming Licenses. The Company will not, and will not cause or permit any of its Restricted Subsidiaries to, at any time after (A) provide credit support for, subject any of its assets (other than the Closing Date designate Capital Stock of any Restricted Unrestricted Subsidiary) to the satisfaction of, or guarantee, any Indebtedness of any Unrestricted Subsidiary (including any undertaking, agreement or instrument evidencing such Indebtedness), (B) be directly or indirectly liable for any Indebtedness of any Unrestricted Subsidiary, (C) be directly or indirectly liable for any Indebtedness which provides that the 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 occurrence of a default with respect to any Indebtedness of any Unrestricted Subsidiary, or (D) transfer any Key Project Assets or Gaming Licenses to an Unrestricted Subsidiary, except, with respect to clauses (A), (B) and (C) above, such support or liability that would be permitted under Sections 4.9 and 4.10. All Subsidiaries of Unrestricted Subsidiaries will be automatically deemed to be Unrestricted Subsidiaries. The Company may revoke any Designation of a Subsidiary as an Unrestricted Subsidiary and subsequently re-designate any Unrestricted Subsidiary as (a Restricted Subsidiary, if other than for purposes of designating a Restricted Subsidiary as an Unrestricted Subsidiary that is a Receivables Subsidiary in connection with the establishment of a Qualified Receivables Financing "Revocation") if: (i) the Interest Coverage Ratio of UK Holdco and the Restricted Subsidiaries for the most recently ended Reference Period preceding such designation or re-designation, as applicable, would have been, on a Pro Forma Basis, at least the lesser of (x) 2.00 to 1.00 and (y) the Interest Coverage Ratio as of the most recently ended Reference Period and (ii1) no Default or Event of Default has will have occurred and is be continuing or would will result therefrom. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the applicable Loan Party or Restricted Subsidiary therein at the date of designation in an amount equal giving effect to the Fair Market Value of the applicable Loan Party’s or Restricted Subsidiary’s investment therein; provided that if any subsidiary such Revocation; (a “Subject Subsidiary”2) being designated as an Unrestricted Subsidiary has a subsidiary that was previously designated as an Unrestricted Subsidiary (the “Previously Designated Unrestricted Subsidiary”) in compliance with the provisions of this Agreement, the Investment of such Subject Subsidiary in such Previously Designated Unrestricted Subsidiary shall not be taken into account, and shall be excluded, in determining whether the Subject Subsidiary may be designated as an Unrestricted Subsidiary hereunder. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (x) the incurrence at the time of designation and after giving effect to such Revocation, the Company could Incur $1.00 of additional Indebtedness or (other than Permitted Indebtedness) under Section 4.10; and (3) all Liens of such Unrestricted Subsidiary existing at outstanding immediately following such time, and (y) a return on any Investment by the applicable Loan Party or Restricted Subsidiary in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the Fair Market Value at the date of such designation of such Loan Party’s or Restricted Subsidiary’s Investment in such Subsidiary. For the avoidance of doubt, neither a Borrower nor UK Holdco shall Revocation would be permitted to be outstanding under Section 4.15. All Designations and Revocations must be evidenced by filing by the Company with the Trustee of Board Resolutions and an Unrestricted Subsidiary. At any time a Subsidiary is designated as an Unrestricted Subsidiary hereunder, Officers' Certificate certifying compliance with the Borrower Representative shall cause such Subsidiary to be designated as an Unrestricted Subsidiary (or any similar applicable term) under the Senior Secured Notesforegoing provisions.

Designation of Unrestricted Subsidiaries. The Borrower Representative Company may at any time after the Closing Restatement Effective Date designate any Restricted Subsidiary as an Unrestricted Subsidiary and subsequently re-designate or any Unrestricted Subsidiary as a Restricted Subsidiary by written notice to the Administrative Agent; provided that (i) immediately before and after such designation, no Event of Default shall have occurred and be continuing, (ii) immediately after giving effect to such designation, the Distribution Conditions shall be satisfied on a pro forma basis, (iii) in the case of any Borrower designated as an Unrestricted Subsidiary, if other than all Loans outstanding to such Borrower shall be repaid in full or assumed by another Borrower and all Letters of Credit issued for purposes the account of designating a Restricted such Borrower shall have expired or been terminated or assumed by another Borrower, (iv) in the case of the designation of any Subsidiary as an Unrestricted Subsidiary that is a Receivables Subsidiary in connection with the establishment of a Qualified Receivables Financing (i) the Interest Coverage Ratio of UK Holdco and the Restricted Subsidiaries for the most recently ended Reference Period preceding Subsidiary, such designation or re-designation, as applicable, would have been, on a Pro Forma Basis, at least the lesser of (x) 2.00 to 1.00 and (y) the Interest Coverage Ratio as of the most recently ended Reference Period and (ii) no Event of Default has occurred and is continuing or would result therefrom. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the applicable Loan Party or Restricted in such Unrestricted Subsidiary therein at the date of designation in (calculated as an amount equal to the aggregate Fair Market Value of all outstanding Investments owned by the applicable Loan Party’s or Company and its Restricted Subsidiary’s investment therein; provided that if any subsidiary (a “Subject Subsidiary”) being designated as an Unrestricted Subsidiary has a subsidiary that was previously designated as an Unrestricted Subsidiary (the “Previously Designated Unrestricted Subsidiary”) in compliance with the provisions of this Agreement, the Investment of such Subject Subsidiary Subsidiaries in such Previously Designated Unrestricted Subsidiary shall not be taken into accountSubsidiary), and such Investment shall be excludedpermitted under Section 9.05, in determining whether the Subject (v) no Subsidiary may be designated as an Unrestricted Subsidiary hereunderif it is a "Restricted Subsidiary" for the purpose of (I) the Second Lien Notes Indenture, or (II) any other Contractual Requirement governing any Indebtedness, in each case of this clause (II), with a principal amount in excess of the Threshold Amount, (vi) immediately after giving effect to the designation of an Unrestricted Subsidiary as a Restricted Subsidiary, the Company shall comply with the provisions of Section 8.10 with respect to such designated Restricted Subsidiary, (vii) no Restricted Subsidiary may be a Subsidiary of an Unrestricted Subsidiary, (viii) in the case of the designation of any Subsidiary as an Unrestricted Subsidiary, no recourse whatsoever (whether by contract or by operation of law or otherwise) may be had to the Company or any Restricted Subsidiary or any of their respective properties or assets for any obligations of such Unrestricted Subsidiary except as permitted by Section 9.05 and (ix) the Company shall have delivered to the Administrative Agent and each Lender a certificate executed by Responsible Officer, certifying to the best of such officer's knowledge, compliance with the requirements of the preceding clauses (i) through (vii), inclusive, and containing the calculations (in reasonable detail) required by the preceding clause (ii). The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (xA) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time, time and (yB) a return on any Investment by the applicable Loan Party or Restricted Subsidiary Company in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the Fair Market Value at the date of such designation of such Loan Party’s or Restricted Subsidiary’s the Company's Investment in such Subsidiary. For the avoidance of doubt, neither a Borrower nor UK Holdco shall be permitted to be an Unrestricted Subsidiary. At any time a Subsidiary is designated as an Unrestricted Subsidiary hereunder, the Borrower Representative shall cause such Subsidiary to be designated as an Unrestricted Subsidiary (or any similar applicable term) under the Senior Secured Notes.

Designation of Unrestricted Subsidiaries. The Borrower Representative Holdings may at any time after the Closing Date designate any of its Subsidiaries (other than the Borrower) to be an Unrestricted Subsidiary (or any Unrestricted Subsidiary to be a Restricted Subsidiary) for purposes of this Agreement by delivering to the Agent a certificate of a Responsible Officer of Holdings, attaching a copy of a resolution of its board of directors setting forth such designation and stating that the conditions set forth in this Section 4.15 have been satisfied with respect to such designation; provided that no such designation shall be effective unless (a) at the time of such designation and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing, (b) no Credit Party is directly or indirectly liable for any Indebtedness of such Subsidiary, other than to the extent permitted by Sections 5.1 and 5.4, (c) the aggregate of all assets owned or annual Consolidated EBITDA generated by all Unrestricted Subsidiaries shall not exceed 5% of all assets owned or annual Consolidated EBITDA generated by Holdings and its Subsidiaries on a consolidated basis as of the date of the financial statements most recently delivered hereunder, (d) immediately after giving effect to such designation, Borrower and its Restricted Subsidiaries shall be in compliance, on a pro forma basis, with the covenants set forth in Article VI , (e) all Liens and guaranties in favor of Agent with respect to the Obligations granted by that Subsidiary shall be released, and that Subsidiary shall cease to be a Credit Party and (f) with respect to the designation of a Subsidiary to be an Unrestricted Subsidiary, all Lenders shall have provided their consent to such designation. The designation of any Subsidiary as an Unrestricted Subsidiary and subsequently re-designate any Unrestricted Subsidiary as a Restricted Subsidiary, if other than for purposes of designating a Restricted Subsidiary as an Unrestricted Subsidiary that is a Receivables Subsidiary in connection with the establishment of a Qualified Receivables Financing (i) the Interest Coverage Ratio of UK Holdco and the Restricted Subsidiaries for the most recently ended Reference Period preceding such designation or re-designation, as applicable, would have been, on a Pro Forma Basis, at least the lesser of (x) 2.00 to 1.00 and (y) the Interest Coverage Ratio as of the most recently ended Reference Period and (ii) no Event of Default has occurred and is continuing or would result therefrom. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the applicable Loan Party or Restricted Subsidiary Borrower therein at the date of designation in an amount equal to the Fair Market Value net book value of the applicable Loan Party’s or Restricted SubsidiaryBorrower’s investment therein; provided that if any subsidiary (a “Subject Subsidiary”) being designated as an Unrestricted Subsidiary has a subsidiary that was previously designated as an Unrestricted Subsidiary (the “Previously Designated Unrestricted Subsidiary”) in compliance with the provisions of this Agreement, the Investment of such Subject Subsidiary in such Previously Designated Unrestricted Subsidiary shall not be taken into account, and shall be excluded, in determining whether the Subject Subsidiary may be designated as an Unrestricted Subsidiary hereunder. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (x) the incurrence at the time of designation of any Indebtedness or Liens of such Subsidiary existing at such time, and (y) a return on any Investment by the applicable Loan Party or Restricted Subsidiary in Unrestricted Subsidiaries pursuant time to the preceding sentence in an amount equal to the Fair Market Value at the date of extent surviving such designation of such Loan Party’s or Restricted Subsidiary’s Investment in such Subsidiary. For the avoidance of doubt, neither a Borrower nor UK Holdco shall be permitted to be an Unrestricted Subsidiary. At any time a Subsidiary is designated as an Unrestricted Subsidiary hereunder, the Borrower Representative shall cause such Subsidiary to be designated as an Unrestricted Subsidiary (or any similar applicable term) under the Senior Secured Notesdesignation.

Designation of Unrestricted Subsidiaries. The Borrower Representative Company may at any time after the Closing Date designate any Restricted Subsidiary as an Unrestricted Subsidiary and subsequently re-designate or any Unrestricted Subsidiary as a Restricted Subsidiary by written notice to the Administrative Agent; provided that (i) immediately before and after such designation, no Event of Default shall have occurred and be continuing, (ii) immediately after giving effect to such designation, the Distribution Conditions shall be satisfied on a pro forma basis, (iii) in the case of any Borrower designated as an Unrestricted Subsidiary, if other than all Loans outstanding to such Borrower shall be repaid in full or assumed by another Borrower and all Letters of Credit issued for purposes the account of designating a Restricted such Borrower shall have expired or been terminated or assumed by another Borrower, (iv) in the case of the designation of any Subsidiary as an Unrestricted Subsidiary that is a Receivables Subsidiary in connection with the establishment of a Qualified Receivables Financing (i) the Interest Coverage Ratio of UK Holdco and the Restricted Subsidiaries for the most recently ended Reference Period preceding Subsidiary, such designation or re-designation, as applicable, would have been, on a Pro Forma Basis, at least the lesser of (x) 2.00 to 1.00 and (y) the Interest Coverage Ratio as of the most recently ended Reference Period and (ii) no Event of Default has occurred and is continuing or would result therefrom. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the applicable Loan Party or Restricted in such Unrestricted Subsidiary therein at the date of designation in (calculated as an amount equal to the aggregate Fair Market Value of all outstanding Investments owned by the applicable Loan Party’s or Company and its Restricted Subsidiary’s investment therein; provided that if any subsidiary (a “Subject Subsidiary”) being designated as an Unrestricted Subsidiary has a subsidiary that was previously designated as an Unrestricted Subsidiary (the “Previously Designated Unrestricted Subsidiary”) in compliance with the provisions of this Agreement, the Investment of such Subject Subsidiary Subsidiaries in such Previously Designated Unrestricted Subsidiary shall not be taken into accountSubsidiary), and such Investment shall be excludedpermitted under Section 9.05, in determining whether the Subject (v) no Subsidiary may be designated as an Unrestricted Subsidiary hereunderif it is a “Restricted Subsidiary” for the purpose of (I) the Second Lien Notes Indenture, or (II) any other Contractual Requirement governing any Indebtedness, in each case of this clause (II), with a principal amount in excess of the Threshold Amount, (vi) immediately after giving effect to the designation of an Unrestricted Subsidiary as a Restricted Subsidiary, the Company shall comply with the provisions of Section 8.10 with respect to such designated Restricted Subsidiary, (vii) no Restricted Subsidiary may be a Subsidiary of an Unrestricted Subsidiary, (viii) in the case of the designation of any Subsidiary as an Unrestricted Subsidiary, no recourse whatsoever (whether by contract or by operation of law or otherwise) may be had to the Company or any Restricted Subsidiary or any of their respective properties or assets for any obligations of such Unrestricted Subsidiary except as permitted by Section 9.05 and (ix) the Company shall have delivered to the Administrative Agent and each Lender a certificate executed by Responsible Officer, certifying to the best of such officer’s knowledge, compliance with the requirements of the preceding clauses (i) through (vii), inclusive, and containing the calculations (in reasonable detail) required by the preceding clause (ii). The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (xA) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time, time and (yB) a return on any Investment by the applicable Loan Party or Restricted Subsidiary Company in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the Fair Market Value at the date of such designation of such Loan Party’s or Restricted Subsidiarythe Company’s Investment in such Subsidiary. For the avoidance of doubt, neither a Borrower nor UK Holdco shall be permitted to be an Unrestricted Subsidiary. At any time a Subsidiary is designated as an Unrestricted Subsidiary hereunder, the Borrower Representative shall cause such Subsidiary to be designated as an Unrestricted Subsidiary (or any similar applicable term) under the Senior Secured Notes.

Designation of Unrestricted Subsidiaries. The Borrower Representative may board of directors of Holdings may, at any time after the Closing Date Date, designate any Restricted Subsidiary of the Borrower as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary (a “Subsidiary Designation”); provided that (i) immediately before and after such designation, no Event of Default shall have occurred and be continuing, (ii) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it is a “restricted subsidiary” immediately after giving effect to any such designation hereunder for purposes of any documentation governing Indebtedness permitted under Section 8.01(b) or (c) or Permitted Incremental Equivalent Debt, (iii) in the case of a designation of a Restricted Subsidiary as an Unrestricted Subsidiary, such Subsidiary and subsequently re-designate any to be so designated shall satisfy all of the requirements of an “Unrestricted Subsidiary” as set forth in the definition thereof, (iv) in the case of a designation of an Unrestricted Subsidiary as a Restricted Subsidiary, if on the date of such designation, all representations and warranties herein and in the other than for purposes Loan Documents shall be true and correct in all material respects (without duplication of designating any “materiality” qualifiers set forth therein) with the same effect as though such representations and warranties had been made on and as of the date of such designation (both before and after giving effect thereto), unless stated to relate to a specific earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date and (v) the status of any such Subsidiary as a Restricted Subsidiary as or an Unrestricted Subsidiary that is a Receivables Subsidiary in connection with shall at all times be the establishment of a Qualified Receivables Financing (i) the Interest Coverage Ratio of UK Holdco same under this Agreement and the Restricted Subsidiaries for the most recently ended Reference Period preceding such designation or re-designation, as applicable, would have been, on a Pro Forma Basis, at least the lesser of (x) 2.00 to 1.00 and (y) the Interest Coverage Ratio as of the most recently ended Reference Period and (ii) no Event of Default has occurred and is continuing or would result therefromFirst Lien Term Loan Documents. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment (in a non-Subsidiary) by the applicable Loan Party or and their respective Restricted Subsidiary Subsidiaries therein at the date of designation in an amount equal to the Fair Market Value fair market value of all outstanding Investments owned by the applicable Loan Party’s or Borrower and its Restricted Subsidiary’s investment therein; provided Subsidiaries in the respective Subsidiary at the time that if any subsidiary (a “Subject Subsidiary”) being such Subsidiary is designated as an Unrestricted Subsidiary has a subsidiary that was previously designated as an Unrestricted Subsidiary (and such designation shall be permitted only to the “Previously Designated Unrestricted Subsidiary”) in compliance with extent such Investment is permitted under Section 8.06 on the provisions of this Agreement, the Investment date of such Subject Subsidiary in such Previously Designated Unrestricted Subsidiary shall not be taken into account, and shall be excluded, in determining whether the Subject Subsidiary may be designated as an Unrestricted Subsidiary hereunderdesignation. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (x) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time, and (y) a return on any Investment by the applicable Loan Party or Restricted Subsidiary in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the Fair Market Value fair market value at the date of such designation of such Loan Party’s or Restricted Subsidiary’s Investment in such SubsidiarySubsidiary and such designation shall be permitted only to the extent such Investment is permitted under Sections 8.01, 8.02 and 8.06 on the date of such designation. For Notwithstanding the avoidance of doubtforegoing, neither a the Borrower nor UK Holdco Holdings shall be permitted to be an Unrestricted Subsidiary. At any time Any Subsidiary Designation by the board of directors of Holdings shall be evidenced to the Administrative Agent by promptly filing with the Administrative Agent a Subsidiary is designated as copy of the resolution of the board of directors of Holdings giving effect to such designation and a certificate of an Unrestricted Subsidiary hereunder, Authorized Officer of the Borrower Representative shall cause certifying that such Subsidiary to be designated as an Unrestricted Subsidiary designation complied with the foregoing provisions, and containing the calculations of compliance (or any similar applicable termin reasonable detail) under the Senior Secured Noteswith preceding clause (ii).

Designation of Unrestricted Subsidiaries. The Borrower Representative (a) Terex may not designate any Restricted Subsidiary that is a Loan Party as an Unrestricted Subsidiary. Terex may designate Finsub as an Unrestricted Subsidiary (the “Finsub Designation”), only if, (x) at the time of the Finsub Designation, (A) no Default or Event of Default shall have occurred and is continuing at the time of or after giving effect to the Finsub Designation and (B) Terex would be permitted to make a dividend in respect of its Equity Interests pursuant to Section 6.06(a)(ii) in an amount equal to the net assets of Finsub at the time of the Finsub Designation, as reasonably determined by Terex in a manner reasonably acceptable to the Administrative Agent, and (y) Terex has delivered to the Administrative Agent written notice of the Finsub Designation and a certificate, dated the effective date of the Finsub Designation, of a Financial Officer certifying compliance with the condition set forth in clause (x) above and setting forth reasonably detailed calculations demonstrating such compliance. Terex may designate any time Subsidiary created or acquired after the Closing Date designate any Restricted Subsidiary as an Unrestricted Subsidiary under this Agreement (a “Designation”) only if: (i) such Subsidiary does not own any Equity Interests or other equity interests of any Restricted Subsidiary; (ii) no Event of Default shall have occurred and subsequently re-be continuing at the time of or after giving effect to such Designation; (iii) after giving effect to such Designation and any related investment to be made in such designated Subsidiary by Terex or any Restricted Subsidiary, Terex and its Restricted Subsidiaries would be in compliance with Section 6.04 and with each of the covenants set forth in Sections 6.10 and 6.11; and (iv) Terex has delivered to the Administrative Agent (x) written notice of such Designation and (y) a certificate, dated the effective date of such Designation, of a Financial Officer certifying compliance with the conditions set forth in subclause (iii) above and setting forth reasonably detailed calculations demonstrating such compliance. (b) Terex may designate any Unrestricted Subsidiary as a Restricted SubsidiarySubsidiary under this Agreement (an “RS Designation”) only if: (i) no Event of Default shall have occurred and be continuing at the time of or after giving effect to such RS Designation, and after giving effect thereto, Terex would be in compliance with each of the covenants set forth in Sections 6.10 and 6.11; (ii) all Liens on assets of such Unrestricted Subsidiary and all Indebtedness of such Unrestricted Subsidiary outstanding immediately following the RS Designation would, if other than for purposes initially incurred at such time, have been permitted to be incurred pursuant to Sections 6.01 and 6.02, respectively; (iii) such designation would meet the applicable criteria of designating the term “Permitted Acquisition” were Terex acquiring 100% of the Equity Interests of such Unrestricted Subsidiary at such time; and (iv) Terex has delivered to the Administrative Agent (x) written notice of such RS Designation and (y) a Restricted Subsidiary as certificate, dated the effective date of such RS Designation, of a Financial Officer certifying compliance with the conditions set forth in subclause (iii) above and setting forth reasonably detailed calculations demonstrating such compliance. (c) Upon any such RS Designation with respect to an Unrestricted Subsidiary that is a Receivables Subsidiary in connection with the establishment of a Qualified Receivables Financing (i) the Interest Coverage Ratio of UK Holdco Terex and the its Restricted Subsidiaries for the most recently ended Reference Period preceding shall be deemed to have received a return of their investment in such designation or re-designation, as applicable, would have been, on a Pro Forma Basis, at least Unrestricted Subsidiary equal to the lesser of (x) 2.00 the amount of such investment immediately prior to 1.00 such RS Designation and (y) the Interest Coverage Ratio fair market value (as reasonably determined by Terex) of the most recently ended Reference Period net assets of such Subsidiary at the time of such RS Designation and (ii) no Event for purposes of Default has occurred Section 6.04(l) Terex and is continuing or would result therefrom. The designation its Restricted Subsidiaries shall be deemed to have maintained an investment in an Unrestricted Subsidiary equal to the excess, if positive, of the amount referred to in clause (i)(x) above over the amount referred to in clause (i)(y) above. (d) Neither Terex nor any Restricted Subsidiary as shall at any time (x) provide a Guarantee of any Indebtedness of any Unrestricted Subsidiary, (y) be directly or indirectly liable for any Indebtedness of any Unrestricted Subsidiary or (z) be directly or indirectly liable for any other Indebtedness which provides that the holder thereof may (upon notice, lapse of time or both) declare a default thereon (or cause such Indebtedness or the payment thereof to be accelerated, payable or subject to repurchase prior to its final scheduled maturity) upon the occurrence of a default with respect to any other Indebtedness that is Indebtedness of an Unrestricted Subsidiary, except in the case of clause (x) or (y) to the extent permitted under Section 6.01 and Section 6.04 hereof. Except as provided in paragraph (c) above, each Designation shall be irrevocable, and no Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the applicable Loan Party may become a Restricted Subsidiary, be merged with or into Terex or a Restricted Subsidiary therein at the date of designation in an amount equal or liquidate into or transfer substantially all its assets to the Fair Market Value of the applicable Loan Party’s Terex or a Restricted Subsidiary’s . (e) Terex shall not, and shall not permit any Restricted Subsidiary to, furnish any funds to or make any investment therein; provided that if in any subsidiary (a “Subject Subsidiary”) being designated as an Unrestricted Subsidiary has a subsidiary or any other person for purposes of enabling it to make any payment or distribution that was previously designated as an Unrestricted Subsidiary (could not be made by Terex or the “Previously Designated Unrestricted Subsidiary”) Restricted Subsidiaries in compliance accordance with the provisions of this Agreement, the Investment of such Subject Subsidiary in such Previously Designated Unrestricted Subsidiary shall not be taken into account, and shall be excluded, in determining whether the Subject Subsidiary may be designated as an Unrestricted Subsidiary hereunder. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (xSection 6.06(a) the incurrence at the time of designation of Indebtedness or Liens of such Subsidiary existing at such time, and (y) a return on any Investment by the applicable Loan Party or Restricted Subsidiary in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the Fair Market Value at the date of such designation of such Loan Party’s or Restricted Subsidiary’s Investment in such Subsidiary. For the avoidance of doubt, neither a Borrower nor UK Holdco shall be permitted to be an Unrestricted Subsidiary. At any time a Subsidiary is designated as an Unrestricted Subsidiary hereunder, the Borrower Representative shall cause such Subsidiary to be designated as an Unrestricted Subsidiary (or any similar applicable term) under the Senior Secured Notes6.09(b).

Designation of Unrestricted Subsidiaries. The (a) Borrower Representative may at any time after shall have the Closing Date designate option of designating any Restricted Subsidiary as an Unrestricted Subsidiary by giving prior written notice to the Administrative Agent and subsequently re-designate any Lenders (as provided in the next sentence), provided that (i) such designation does not result in an Event of Default or a Potential Default, and (ii) the aggregate of (x) the Recourse Debt of such Restricted Subsidiary (determined as at the date of such designation), and (y) the aggregate Recourse Debt of all other Subsidiaries of Borrower, if any, which Borrower has previously designated as Unrestricted Subsidiaries (determined for each such other Subsidiary as at the date of designation of the new Unrestricted Subsidiary and determined for all such Subsidiaries (including the new Unrestricted Subsidiary) on a consolidated basis in accordance with GAAP) does not exceed the greater of (a) twenty-five percent (25%) of Consolidated Debt (determined as at the date of such designation) excluding the Restricted Subsidiary to be so designated, or (b) $750,000,000. Each notice of designation delivered pursuant to the preceding sentence shall be accompanied by the following documents, each certified by a Responsible LETTER OF CREDIT AND REIMBURSEMENT AGREEMENT 43 Officer of Borrower and setting forth the relevant financial information as at a specified date not earlier than ten (10) days before the effective date of such designation: (X) a statement showing, in reasonable detail, the Tangible Net Worth, the total Debt, and the total assets of each Restricted SubsidiarySubsidiary the subject of such notice of designation; and (Y) a Compliance Certificate showing comparative figures for Borrower and the Restricted Subsidiaries before and after giving effect to such notice of designation and a statement demonstrating, if other than for purposes in reasonable detail, compliance with CLAUSE (ii) of designating the first sentence of this SECTION 8.12(a). Any attempted designation by Borrower of a Restricted Subsidiary as an Unrestricted Subsidiary that is a Receivables Subsidiary other than in connection compliance with the establishment limitations contained in this SECTION 8.12(a) shall be ineffective as fully as if such attempted designation had never occurred. (b) Borrower shall have the option of a Qualified Receivables Financing (i) the Interest Coverage Ratio of UK Holdco and the Restricted Subsidiaries for the most recently ended Reference Period preceding such designation designating any newly formed or re-designation, as applicable, would have been, on a Pro Forma Basis, at least the lesser of (x) 2.00 to 1.00 and (y) the Interest Coverage Ratio as of the most recently ended Reference Period and (ii) no Event of Default has occurred and is continuing or would result therefrom. The designation of any Restricted acquired Subsidiary as an Unrestricted Subsidiary after so long as such designation complies with the Closing Date shall constitute an Investment by the applicable Loan Party or Restricted Subsidiary therein at the date of designation in an amount equal to the Fair Market Value requirements of the applicable Loan Party’s proviso in the first sentence of SECTION 8.12(a) and Administrative Agent receives a list of newly formed or acquired Unrestricted Subsidiaries in connection with the delivery of each Compliance Certificate delivered to Administrative Agent pursuant to SECTION 8.3, which Compliance Certificate shall contain a statement that Borrower is in compliance with CLAUSE (ii) of the first sentence of SECTION 8.12(a) (for such purpose the reference to "Restricted Subsidiary’s investment therein; provided that if " in CLAUSE (ii) of the first sentence of SECTION 8.12(a) shall be deemed to read "newly formed or acquired Subsidiary"). (c) If, as of any subsidiary date, the aggregate Recourse Debt of the Unrestricted Subsidiaries (determined on a “Subject Subsidiary”consolidated basis in accordance with GAAP) being designated exceeds the greater of (a) twenty-five percent (25%) of Consolidated Debt as of such date or (b) $750,000,000, then Borrower shall designate an Unrestricted Subsidiary has a subsidiary that was previously designated as an Unrestricted Subsidiary (the “Previously Designated Unrestricted Subsidiary”) in compliance with the provisions of this Agreement, the Investment of such Subject Subsidiary in such Previously Designated Unrestricted Subsidiary shall not or Subsidiaries to be taken into account, and shall be excluded, in determining whether the Subject Subsidiary may be designated as an Unrestricted Subsidiary hereunder. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (x) such that the incurrence at aggregate Recourse Debt of the time of designation of Indebtedness or Liens of such Subsidiary existing at such time, and (y) a return on any Investment by the applicable Loan Party or Restricted Subsidiary in remaining Unrestricted Subsidiaries does not exceed the greater of (a) twenty-five percent (25%) of Consolidated Debt (including the newly designated Restricted Subsidiary), or (b) $750,000,000. Borrower shall notify Administrative Agent and Lenders of any such designation not later than ten (10) days after the requirement to make such designation arises pursuant to the preceding sentence in an amount equal to sentence, accompanied by the Fair Market Value following documents, each certified by a Responsible Officer of Borrower and setting forth the relevant financial information as at a specified date not earlier than ten (10) days before the effective date of such designation of such Loan Party’s or Restricted Subsidiary’s Investment designation: (X) a statement showing, in such Subsidiary. For the avoidance of doubt, neither a Borrower nor UK Holdco shall be permitted to be an Unrestricted Subsidiary. At any time a Subsidiary is designated as an Unrestricted Subsidiary hereunderreasonable detail, the Borrower Representative shall cause such Tangible Net Worth, the total Debt, and the total assets of the Subsidiary to be designated as an Unrestricted Subsidiary a Restricted Subsidiary, and (or any similar applicable termY) under a Compliance Certificate showing comparative figures for Borrower and the Senior Secured NotesRestricted Subsidiaries before and after giving effect to such notice of designation and a statement demonstrating, in reasonable detail, compliance with this SECTION 8.12(c).

Designation of Unrestricted Subsidiaries. The Borrower Representative Company may at any time after the Closing Effective Date designate any Restricted Subsidiary as an Unrestricted Subsidiary and subsequently re-designate or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (a) immediately before and after giving effect (including giving effect on a pro forma basis) to any such designation, if other than for purposes of designating a Restricted Subsidiary as an Unrestricted Subsidiary that is a Receivables Subsidiary in connection with the establishment of a Qualified Receivables Financing (i) the Interest Coverage Ratio no Default or Event of UK Holdco Default shall have occurred and the Restricted Subsidiaries for the most recently ended Reference Period preceding such designation be continuing or re-designation, as applicable, would have been, on a Pro Forma Basis, at least the lesser of (x) 2.00 to 1.00 and (y) the Interest Coverage Ratio as of the most recently ended Reference Period result therefrom and (ii) the Borrowers shall be in pro forma compliance with the financial covenants set forth in Section 6.11, (b) no Event of Default has occurred and is continuing or would result therefrom. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the applicable Loan Party or Restricted Subsidiary therein at the date of designation in an amount equal to the Fair Market Value of the applicable Loan Party’s or Restricted Subsidiary’s investment therein; provided that if any subsidiary (a “Subject Subsidiary”) being may be designated as an Unrestricted Subsidiary has a subsidiary that was previously designated as an Unrestricted Subsidiary Subsidiary, (the “Previously Designated Unrestricted Subsidiary”c) in compliance with the provisions of this Agreement, the Investment of such Subject Subsidiary in such Previously Designated Unrestricted Subsidiary shall not be taken into account, and shall be excluded, in determining whether the Subject no Subsidiary may be designated as an Unrestricted Subsidiary hereunderif, after such designation, it would be a “Restricted Subsidiary” (or analogous concept) for the purpose of any secured Indebtedness permitted hereunder or any Restricted Debt, (d) no Unrestricted Subsidiary may (i) own Capital Stock in any Restricted Subsidiary or (ii) hold a Lien on any property of a Loan Party or any Restricted Subsidiary that is not a Subsidiary to be so designated as an Unrestricted Subsidiary, and (e) after giving effect to such designation as an Unrestricted Subsidiary, such Unrestricted Subsidiary shall not own any intellectual property that is material to the business of the Borrowers and the Restricted Subsidiaries. The designation of any Subsidiary as an Unrestricted Subsidiary after the Effective Date shall constitute an investment by the Company (or the applicable Restricted Subsidiary that owns such designated Subsidiary) therein at the date of designation as set forth in Section 6.05. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (xi) the incurrence at the time of designation of any investment, Indebtedness or Liens of such Subsidiary existing at such time, time and (yii) a return on any Investment investment by the Company (or the applicable Loan Party or Restricted Subsidiary that owns such designated Subsidiary) in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the Fair Market Value at the date of such designation of such Loan Party’s or Restricted Subsidiary’s Investment in such Subsidiary. For the avoidance of doubt, neither a Borrower nor UK Holdco shall be permitted to be an Unrestricted Subsidiary. At any time a Subsidiary is designated as an Unrestricted Subsidiary hereunder, the Borrower Representative shall cause such Subsidiary to be designated as an Unrestricted Subsidiary (or any similar applicable term) under the Senior Secured NotesSection 6.05.

Designation of Unrestricted Subsidiaries. The Borrower Representative (a) Level 3 may at any time after the Closing Date not designate any Restricted Subsidiary (other than a Colocation Subsidiary that is not a Redesignated Colocation Subsidiary) as an Unrestricted Subsidiary and subsequently re-may hereafter designate any Unrestricted other Subsidiary as (including a Restricted Colocation Subsidiary that is not a Redesignated Colocation Subsidiary, if other than for purposes of designating a Restricted Subsidiary ) as an Unrestricted Subsidiary that under this Agreement (a "Designation") only if at the time of Designation: (i) such Subsidiary is a Receivables Colocation Subsidiary (other than a Redesignated Colocation Subsidiary) or (x) is not engaged in any Telecommunications Business in the United States, (y) does not own any Capital Stock of any Restricted Subsidiary or any other entity engaged in any Telecommunications Business in the United States and (z) does not own or lease a material amount of Telecommunications Assets used in the United States; (ii) no Event of Default shall have occurred and be continuing at the time of or after giving effect to such Designation; (iii) after giving effect to such Designation and any related Investment to be made in such designated Subsidiary by Level 3 or any Restricted Subsidiary (which shall in any event include the existing Investment in such Subsidiary at the time it is designated as an Unrestricted Subsidiary and comply with the provisions of Section 6.05), (A) Level 3 would be in compliance with each of the covenants set forth in Section 6.14 calculated on a pro forma basis as if such Designation and investment had occurred immediately prior to the first day of the period of four consecutive fiscal quarters most recently ended in respect of which financial statements have been delivered by Level 3 pursuant to Section 5.01(a) or (b), and (B) in the case of any Designation after July 18, 2002, the amount of Investments made or deemed to be made by Level 3 or any Restricted Subsidiary in connection with such Designation taken together with the establishment aggregate amount of a Qualified Receivables Financing all other Investments made or deemed to be made by Level 3 or any Restricted Subsidiary in connection with Designations of Subsidiaries as Unrestricted Subsidiaries (idetermined as if each Designation were an Investment but taking into account the effects of RS Designations in respect of such Designations) the Interest Coverage Ratio of UK Holdco after July 18, 2002, and the aggregate amount of all acquisitions of or Investments by Xxxxx 0 or any Restricted Subsidiary in Unrestricted Subsidiaries for made after July 18, 2002, shall not exceed $200,000,000 outstanding at any time; (iv) Level 3 has delivered to the most recently ended Reference Period preceding such designation or re-designation, as applicable, would have been, on a Pro Forma Basis, at least the lesser of Administrative Agent (x) 2.00 to 1.00 written notice of such Designation and (y) a certificate, dated the Interest Coverage Ratio as effective date of the most recently ended Reference Period and (ii) such Designation, of an Executive Officer stating that no Event of Default has occurred and is continuing and setting forth reasonably detailed calculations demonstrating pro forma compliance with Section 6.14 in accordance with paragraph (iii) above; and (v) in respect of the Designation of a Colocation Subsidiary, such Colocation Subsidiary has entered into an agreement with a Borrower or would result therefrom. The designation of any a Restricted Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the applicable Loan Party providing that such Borrower or Restricted Subsidiary therein at is the date sole source provider of designation in an amount equal broadband services to the Fair Market Value of the applicable Loan Party’s or Restricted Subsidiary’s investment therein; provided that if any subsidiary (a “Subject Subsidiary”) being designated as an Unrestricted Subsidiary has a subsidiary that was previously designated as an Unrestricted such Colocation Subsidiary (the “Previously Designated Unrestricted Subsidiary”it being understood that such Colocation Subsidiary is not obligated to offer broadband services to its customers). (b) in compliance with the provisions of this Agreement, the Investment of such Subject Subsidiary in such Previously Designated Unrestricted Subsidiary shall not be taken into account, and shall be excluded, in determining whether the Subject Subsidiary Level 3 may be designated as an Unrestricted Subsidiary hereunder. The designation of designate any Unrestricted Subsidiary as a Restricted Subsidiary under this Agreement (an "RS Designation") only if: (i) such Subsidiary is predominantly engaged in one or more Telecommunications Businesses; (ii) no Event of Default shall constitute have occurred and be continuing at the time of or after giving effect to such RS Designation, and after giving effect thereto, Level 3 would be in compliance with each of the covenants set forth in Section 6.14 calculated on a pro forma basis as if such RS Designation had occurred immediately prior to the first day of the period of four consecutive fiscal quarters most recently ended in respect of which financial statements have been delivered by Level 3 pursuant to Section 5.01(a) or (b); and (iii) all Liens on assets of such Unrestricted Subsidiary and all Indebtedness of such Unrestricted Subsidiary outstanding immediately following the RS Designation would, if initially incurred at such time, have been permitted to be incurred pursuant to Sections 6.01 and 6.02 without reliance on Section 6.01(a)(viii) or Section 6.02(a)(iv). Upon any such RS Designation with respect to an Unrestricted Subsidiary (i) Xxxxx 0 and the Restricted Subsidiaries shall be deemed to have received a return of their Investment in such Unrestricted Subsidiary equal to the lesser of (x) the incurrence amount of such Investment immediately prior to such RS Designation and (y) the fair market value (as reasonably determined by Level 3) of the net assets of such Subsidiary at the time of designation such RS Designation and (ii) Level 3 and the Restricted Subsidiaries shall be deemed to have a permanent Investment in an Unrestricted Subsidiary equal to the excess, if positive, of the amount referred to in clause (i)(x) above over the amount referred to in clause (i)(y) above. (c) Neither Level 3 nor any Restricted Subsidiary shall at any time (x) provide a Guarantee of any Indebtedness of any Unrestricted Subsidiary, (y) be directly or indirectly liable for any Indebtedness of any Unrestricted Subsidiary or (z) be directly or indirectly liable for any other Indebtedness which provides that the holder thereof may (upon notice, lapse of time or both) declare a default thereon (or cause such Indebtedness or the payment thereof to be accelerated, payable or subject to repurchase prior to its final scheduled maturity) upon the occurrence of a default with respect to any other Indebtedness that is Indebtedness of an Unrestricted Subsidiary, except in the case of clause (x) or (y) to the extent permitted under Section 6.01 and Section 6.05 hereof. Each Designation of a Restricted Subsidiary shall be irrevocable. No Colocation Subsidiary may be redesignated as a Restricted Subsidiary, otherwise become a Restricted Subsidiary, be merged with or into Level 3 or a Restricted Subsidiary or liquidate into or transfer substantially all its assets to Level 3 or a Restricted Subsidiary (an "RS Redesignation") unless (i) at the time of such RS Redesignation such Subsidiary shall have no Indebtedness outstanding, (ii) immediately following such RS Redesignation the Collateral and Guarantee Requirement shall have been satisfied (without reliance on the last paragraph thereof) with respect to such Subsidiary and (iii) all Liens on assets of such Subsidiary existing immediately following the RS Redesignation would, if initially incurred at such time, and have been permitted to be incurred pursuant to Section 6.02 without reliance on Section 6.02(a)(iv). (d) Unless the Required Lenders shall otherwise consent, neither Level 3 nor any Restricted Subsidiary shall make any payment to holders of Indebtedness of a Colocation Subsidiary in respect of any Colocation Guarantee described in clause (ii) of the definition thereof (other than a payment of (x) any amount due under such Colocation Guarantee, other than in respect of principal or interest, designated by Xxxxx 0 to be an investment in such Colocation Subsidiary permitted pursuant to Section 6.05 or (y) a return on any Investment by the applicable Loan Party principal or Restricted Subsidiary in Unrestricted Subsidiaries pursuant to the preceding sentence interest in an amount equal to less than all the Fair Market Value at the date of outstanding principal and interest on such designation of Indebtedness), unless such Loan Party’s or Restricted Subsidiary’s Investment in such Subsidiary. For the avoidance of doubt, neither a Borrower nor UK Holdco shall be permitted to be an Unrestricted Subsidiary. At any time a Colocation Subsidiary is designated as immediately thereafter redesignated a Restricted Subsidiary in accordance with the provisions of this Section 6.13. (e) Finance shall at all times remain an Unrestricted Subsidiary hereunder, under this Agreement. Level 3 and the Borrower Representative Borrowers shall cause such Subsidiary to be designated as ensure that Finance remains at all times an "Unrestricted Subsidiary (or any similar applicable term) Subsidiary" under the Senior Secured NotesIndentures and none of them shall, or shall permit any Restricted Subsidiary to, take any action that could result in Finance becoming a "Restricted Subsidiary" under any Indenture.

Designation of Unrestricted Subsidiaries. The Borrower Representative Company may at any time designate after the Closing Issue Date designate any Restricted Subsidiary of the Company as an “Unrestricted Subsidiary and subsequently re-designate any Unrestricted Subsidiary as Subsidiary” under this Indenture (a Restricted Subsidiary, if other than for purposes of designating a Restricted Subsidiary as an Unrestricted Subsidiary that is a Receivables Subsidiary in connection with the establishment of a Qualified Receivables Financing “DESIGNATION”) only if: (i) no Default or Event of Default shall’ have occurred and be continuing at the Interest Coverage Ratio time of UK Holdco and the Restricted Subsidiaries for the most recently ended Reference Period preceding or after giving effect to such designation or re-designation, as applicable, would have been, on a Pro Forma Basis, at least the lesser of (x) 2.00 to 1.00 and (y) the Interest Coverage Ratio as of the most recently ended Reference Period and Designation; (ii) no Event immediately after giving effect to such Designation, the Company could Incur $1.00 of Default has occurred and is continuing or additional Indebtedness (other than Permitted Indebtedness) under Section 4.03; and (iii) the Company would result therefrom. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute be permitted to make an Investment by the applicable Loan Party or Restricted Subsidiary therein (other than a Permitted Investment) at the date time of designation Designation (assuming the effectiveness of such Designation) pursuant to the first paragraph of the Section 4.05 in an amount (the “DESIGNATION AMOUNT”) equal to the Fair Market Value of the applicable Loan Partyparent’s proportionate interest in the net worth of such Subsidiary on such date calculated in accordance with GAAP. Neither the Company nor any Restricted Subsidiary shall at any time (x) provide credit support for or Restricted Guarantee any Indebtedness of any Unrestricted Subsidiary (including any undertaking, agreement or instrument evidencing such Indebtedness); provided, that the Company may pledge Equity Interests or Indebtedness of any Unrestricted Subsidiary on a nonrecourse basis such that the pledgee has no claim whatsoever against the Company other than to obtain such pledged property, (y) be directly or indirectly liable for any Indebtedness of any Unrestricted Subsidiary or (z) be directly or indirectly liable for any Indebtedness which provides :that the 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 occurrence of a default with respect to any Indebtedness of any Unrestricted Subsidiary’s investment therein; provided that if , except for any subsidiary (non-recourse Guarantee given solely to support the pledge by the Company of the Capital Stock of any Unrestricted Subsidiary. For purposes of the foregoing, the Designation of a “Subject Subsidiary”) being designated Subsidiary of the Company as an Unrestricted Subsidiary has shall be deemed to include the Designation of all of the Subsidiaries of such Subsidiary. The Company may revoke any Designation of a subsidiary that was previously designated Subsidiary as an Unrestricted Subsidiary (the a “Previously Designated Unrestricted SubsidiaryREVOCATION”) in compliance with only if: (i) no Default or Event of Default shall have occurred and be continuing at, the provisions time of and after giving effect to such Revocation; (ii) all Liens and Indebtedness of such Unrestricted Subsidiary outstanding immediately following such Revocation would, if Incurred at such time, be permitted to be Incurred for all purposes of this Agreement, the Investment Indenture; and (iii) any transaction (or series of related transactions) between such Subject subsidiary and any of its Affiliates that occurred while such Subsidiary in such Previously Designated Unrestricted Subsidiary shall not be taken into account, and shall be excluded, in determining whether the Subject Subsidiary may be designated as was an Unrestricted Subsidiary hereunder. The designation would be permitted by Section 4.09 as if such transaction (or series of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (xrelated transactions) the incurrence had occurred at the time of designation such Revocation. All Designations and Revocations must be evidenced by resolutions of Indebtedness or Liens the Board of such Subsidiary existing at such timeDirectors of the Company, and (y) a return on any Investment by the applicable Loan Party or Restricted Subsidiary in Unrestricted Subsidiaries pursuant delivered to the preceding sentence in an amount equal to Trustee, certifying compliance with the Fair Market Value at the date of such designation of such Loan Party’s or Restricted Subsidiary’s Investment in such Subsidiary. For the avoidance of doubt, neither a Borrower nor UK Holdco shall be permitted to be an Unrestricted Subsidiary. At any time a Subsidiary is designated as an Unrestricted Subsidiary hereunder, the Borrower Representative shall cause such Subsidiary to be designated as an Unrestricted Subsidiary (or any similar applicable term) under the Senior Secured Notesforegoing provisions.

Designation of Unrestricted Subsidiaries. (a) The Board of Directors of the Borrower Representative may at any time after the Closing Date designate any Restricted Subsidiary as an Unrestricted Subsidiary and subsequently re-designate (including any newly acquired or newly formed Restricted Subsidiary at or prior to the time it is so acquired or formed but excluding any Restricted Subsidiary that was previously an Unrestricted Subsidiary), or any Unrestricted Subsidiary as a Restricted Subsidiary, if other than for purposes of designating a Restricted Subsidiary as an Unrestricted Subsidiary ; provided that is a Receivables Subsidiary in connection with the establishment of a Qualified Receivables Financing (i) the Interest Coverage Ratio of UK Holdco immediately before and the Restricted Subsidiaries for the most recently ended Reference Period preceding after such designation or re-designation, as applicableno Potential Default or Event of Default shall have occurred and be continuing, would have been(ii) immediately after giving effect to such designation, the Borrower shall be in compliance, on a Pro Forma Basis, at least with the lesser Financial Covenants and (iii) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of any Permitted Unsecured Notes or any documentation relating to any Pari Passu Term B Debt (unless it is substantially concurrently being designated as an Unrestricted Subsidiary under such Permitted Unsecured Notes or Pari Passu Term B Debt ). Any (x) 2.00 to 1.00 and designation of a Subsidiary as an Unrestricted Subsidiary or (y) redesignation as a Restricted Subsidiary will be evidenced to the Interest Coverage Ratio as Administrative Agent by delivering to the Administrative Agent a copy of a Board Resolution giving effect to such designation and an Officer’s Certificate certifying that such designation complied with the most recently ended Reference Period and (ii) no Event requirements of Default has occurred and is continuing or would result therefromthis Section 8.2.3. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the applicable Loan Party Borrower or the relevant Restricted Subsidiary (as applicable) therein at the date of designation in an amount equal to the Fair Market Value of the applicable Loan PartyBorrower’s or such relevant Restricted Subsidiary’s (as applicable) investment therein; provided that if any subsidiary (a “Subject , as determined in good faith by the Borrower or such relevant Restricted Subsidiary”) being designated as an Unrestricted Subsidiary has a subsidiary that was previously designated as an Unrestricted Subsidiary (the “Previously Designated Unrestricted Subsidiary”) in compliance with the provisions of this Agreement, and the Investment of resulting from such Subject Subsidiary in such Previously Designated Unrestricted Subsidiary shall not designation must otherwise be taken into account, permitted under Section 8.2.4 [Loans and shall be excluded, in determining whether the Subject Subsidiary may be designated as an Unrestricted Subsidiary hereunderInvestments]. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (x) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time. (b) No Unrestricted Subsidiary shall: (1) have any Indebtedness other than Non-Recourse Debt; (2) except as permitted by Section 8.2.8 [Affiliate Transactions], be party to any agreement, contract, arrangement or understanding with the Borrower or any Restricted Subsidiary unless the terms of any such agreement, contract, arrangement or understanding are no less favorable to the Borrower or such Restricted Subsidiary than those that might be obtained at the time from Persons that are not Affiliates of the Borrower; (3) be a Person with respect to which either the Borrower or any Restricted Subsidiary has any direct or indirect obligation (x) to subscribe for additional Equity Interests (except pursuant to an Investment that would be permitted hereunder at the time such obligation is incurred and such Investment is made) or (y) a return on to maintain or preserve such Person’s financial condition or to cause such Person to achieve any Investment by specified levels of operating results; or (4) Guaranty or otherwise directly or indirectly provide credit support for any Indebtedness of the applicable Loan Party Borrower or any Restricted Subsidiary in Unrestricted Subsidiaries (other than pursuant to the preceding sentence in an amount equal Guaranty Agreement), except to the Fair Market Value at the date of extent such Guaranty would be and is released upon such designation of such Loan Party’s or Restricted Subsidiary’s Investment in such Subsidiary. For the avoidance of doubt, neither a Borrower nor UK Holdco shall be permitted to be as an Unrestricted Subsidiary. At any time a Subsidiary is designated as an Unrestricted Subsidiary hereunder, the Borrower Representative shall cause such Subsidiary to be designated as an Unrestricted Subsidiary (or any similar applicable term) under the Senior Secured Notes.

Designation of Unrestricted Subsidiaries. The Borrower Representative board of directors of Holdings may at any time after the Closing Date designate any Restricted Subsidiary as an Unrestricted Subsidiary and subsequently re-designate or any Unrestricted Subsidiary as a Restricted Subsidiary, if other than for purposes of designating a Restricted Subsidiary as an Unrestricted Subsidiary ; provided that is a Receivables Subsidiary in connection with the establishment of a Qualified Receivables Financing (i) the Interest Coverage Ratio immediately before and after such designation, no Default or Event of UK Holdco Default shall have occurred and the Restricted Subsidiaries for the most recently ended Reference Period preceding be continuing, (ii) such designation or re-complies with Section 9.7, (iii) immediately after giving effect to such designation, as applicablethe U.S. Borrower shall be in compliance with the Total Leverage Covenant (whether or not a Compliance Date has occurred on such date), would have been, determined on a Pro Forma Basis, at least Basis as of the lesser of (x) 2.00 to 1.00 and (y) the Interest Coverage Ratio as last day of the most recently ended Reference Period fiscal quarter for which financial statements have been delivered pursuant to Section 8.1(a) or (b), as if such designation had occurred on the last day of such fiscal quarter of U.S. Borrower and (iiiv) no Event the status of Default has occurred any such Subsidiary as a Restricted Subsidiary or an Unrestricted Subsidiary shall at all times be the same under this Agreement, the Senior Notes Documents and is continuing or would result therefromthe documents governing any Incremental Notes. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the applicable Loan Party or Restricted Subsidiary therein at the date of designation in an amount equal to the Fair Market Value fair market value of the applicable Loan Party’s or Restricted Subsidiary’s investment therein; provided that if any subsidiary (a “Subject Subsidiary”) being designated as an Unrestricted Subsidiary has a subsidiary that was previously designated as an Unrestricted Subsidiary (the “Previously Designated Unrestricted Subsidiary”) in compliance with the provisions of this Agreement, the Investment of such Subject Subsidiary in such Previously Designated Unrestricted Subsidiary shall not be taken into account, and shall be excluded, in determining whether the Subject Subsidiary may be designated as an Unrestricted Subsidiary hereunder. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (x) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time, and (y) a return on any Investment by the applicable Loan Party or Restricted Subsidiary in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the Fair Market Value fair market value at the date of such designation of such Loan Party’s or Restricted Subsidiary’s Investment in such Subsidiary. For Notwithstanding the avoidance of doubtforegoing, neither a Borrower the Borrowers nor UK Holdco Holdings shall be permitted to be an Unrestricted Subsidiary. At any time Any such designation by the board of directors of Holdings shall be evidenced to the Administrative Agent by promptly filing with the Administrative Agent a Subsidiary is designated as an Unrestricted Subsidiary hereunder, copy of the resolution of the board of directors of Holdings giving effect to such designation and a certificate of a Authorized Officer of the U.S. Borrower Representative shall cause certifying that such Subsidiary to be designated as an Unrestricted Subsidiary (or any similar applicable term) under designation complied with the Senior Secured Notesforegoing provisions.

Designation of Unrestricted Subsidiaries. (a) The Borrower Representative Company may at any time after the Closing Date designate any Restricted Subsidiary of the Company as an "Unrestricted Subsidiary and subsequently re-designate any Unrestricted Subsidiary as Subsidiary" under this Indenture (a Restricted Subsidiary, if other than for purposes of designating a Restricted Subsidiary as an Unrestricted Subsidiary that is a Receivables Subsidiary in connection with the establishment of a Qualified Receivables Financing "Designation") only if: (i) no Default shall have occurred and be continuing at the Interest Coverage Ratio time of UK Holdco and the Restricted Subsidiaries for the most recently ended Reference Period preceding or after giving effect to such designation or re-designation, as applicable, would have been, on a Pro Forma Basis, at least the lesser of (x) 2.00 to 1.00 and (y) the Interest Coverage Ratio as of the most recently ended Reference Period and Designation; (ii) no Event at the time of Default has occurred and is continuing or after giving effect to such Designation, the Company could Incur $1.00 of additional Indebtedness pursuant to the first paragraph of Section 4.12; and (iii) the Company would result therefrom. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute be permitted to make an Investment by the applicable Loan Party or Restricted Subsidiary therein (other than a Permitted Investment) at the date time of designation Designation (assuming the effectiveness of such Designation) pursuant to the first paragraph of Section 4.10 in an amount (the "Designation Amount") equal to the Fair Market Value of the applicable Loan Party’s Company's proportionate interest in the net worth of such Subsidiary on such date. All Subsidiaries of Unrestricted Subsidiaries shall be Unrestricted Subsidiaries. The Company shall not, and shall not cause or permit any Restricted Subsidiary to, directly or indirectly, at any time (x) provide credit support for, subject any of its properties or assets (other than the Equity Interests of any Unrestricted Subsidiary’s investment therein; provided that if ) to the satisfaction of, or guarantee, any subsidiary (a “Subject Subsidiary”) being designated as an Indebtedness of any Unrestricted Subsidiary has (including any undertaking, agreement or instrument evidencing such Indebtedness), (y) be liable for any Indebtedness of any Unrestricted Subsidiary or (z) be liable for any Indebtedness which provides that the holder thereof may (upon notice, lapse of time or both) declare a subsidiary that was previously designated default thereon or cause the payment thereof to be accelerated or payable prior to its final scheduled maturity upon the occurrence of a default with respect to any Indebtedness of any Unrestricted Subsidiary. (b) The Company may revoke any Designation of a Subsidiary as an Unrestricted Subsidiary (the “Previously Designated Unrestricted Subsidiary”a "Revocation") in compliance with the provisions of this Agreement, the Investment of such Subject Subsidiary in such Previously Designated Unrestricted Subsidiary only if: (i) no Default shall not have occurred and be taken into account, and shall be excluded, in determining whether the Subject Subsidiary may be designated as an Unrestricted Subsidiary hereunder. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (x) the incurrence continuing at the time of designation of and after giving effect to such Revocation; and (ii) all Liens and Indebtedness or Liens of such Unrestricted Subsidiary existing outstanding immediately following such Revocation would, if Incurred at such time, and (y) a return on any Investment by the applicable Loan Party or Restricted Subsidiary in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the Fair Market Value at the date of such designation of such Loan Party’s or Restricted Subsidiary’s Investment in such Subsidiary. For the avoidance of doubt, neither a Borrower nor UK Holdco shall be have been permitted to be an Unrestricted SubsidiaryIncurred for all purposes of the Indenture. At any time a Subsidiary is designated as an Unrestricted Subsidiary hereunderAll Designations and Revocations must be evidenced by resolutions of the Board of Directors of the Company, delivered to the Borrower Representative shall cause such Subsidiary to be designated as an Unrestricted Subsidiary (or any similar applicable term) under Trustee certifying compliance with the Senior Secured Notesforegoing provisions.

Designation of Unrestricted Subsidiaries. The Borrower Representative (a) Mediacom LLC may designate any Subsidiary (including, without limitation, any newly acquired or newly formed Subsidiary or a Person becoming a Subsidiary through merger or consolidation or Investment therein) as an “Unrestricted Subsidiary” under this Indenture (a “Designation”) only if (a) no Default or Event of Default shall have occurred and be con- tinuing at the time of or after giving effect to such Designation; (b) at the time of and after giving effect to such Designation, Mediacom LLC would be able to Incur $1.00 of additional Indebtedness under the Debt to Operating Cash Flow Ratio under the first paragraph of Section 1008; and (c) Mediacom LLC would be permitted to make a Restricted Payment at the time of Designation (assuming the effectiveness of such Designation) pursuant to paragraph (a) of Section 1007 in an amount equal to Mediacom LLC’s proportionate interest in the fair market value of such Subsidiary on such date (as determined in good faith by the Executive Committee, whose determination shall be conclusive and evidenced by a Committee Resolution). Notwithstanding the foregoing, neither Mediacom Capital Corporation nor any of its Subsidiaries may be designated as Unrestricted Subsidiaries. (b) At the time of Designation, all of the Indebtedness of such Unrestricted Subsidiary shall consist of, and shall at all times thereafter consist of, Non-Recourse Indebtedness, and neither Mediacom LLC nor any Restricted Subsidiary shall at any time after have any direct or indirect obligation to (x) make additional Investments (other than Permitted Investments) in any Unrestricted Subsidiary; (y) maintain or preserve the Closing Date designate financial condition of any Unrestricted Subsidiary or cause any Unrestricted Subsidiary to achieve any specified levels of operating results; or (z) be party to any agreement, contract, arrangement or understanding with any Unrestricted Subsidiary unless the terms of any such agreement, contract, arrangement or understanding are no less favorable to Mediacom LLC or such Restricted Subsidiary than those that might be obtained, in light of all the circumstances, at the time from Persons who are not Affiliates of Mediacom LLC. If, at any time, any Unrestricted Subsidiary would violate the foregoing requirements, it shall thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness of such Subsidiary shall be deemed to be Incurred as of such date. (c) Mediacom LLC may revoke any Designation of a Subsidiary as an Unrestricted Subsidiary and subsequently re-designate any Unrestricted Subsidiary as (a Restricted Subsidiary, “Revocation”) if other than for purposes of designating a Restricted Subsidiary as an Unrestricted Subsidiary that is a Receivables Subsidiary in connection with the establishment of a Qualified Receivables Financing (i) the Interest Coverage Ratio of UK Holdco and the Restricted Subsidiaries for the most recently ended Reference Period preceding such designation or re-designation, as applicable, would have been, on a Pro Forma Basis, at least the lesser of (x) 2.00 to 1.00 and (y) the Interest Coverage Ratio as of the most recently ended Reference Period and (iia) no Default or Event of Default has shall have occurred and is be continuing or would result therefrom. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the applicable Loan Party or Restricted Subsidiary therein at the date of designation in an amount equal to the Fair Market Value of the applicable Loan Party’s or Restricted Subsidiary’s investment therein; provided that if any subsidiary (a “Subject Subsidiary”) being designated as an Unrestricted Subsidiary has a subsidiary that was previously designated as an Unrestricted Subsidiary (the “Previously Designated Unrestricted Subsidiary”) in compliance with the provisions of this Agreement, the Investment of such Subject Subsidiary in such Previously Designated Unrestricted Subsidiary shall not be taken into account, and shall be excluded, in determining whether the Subject Subsidiary may be designated as an Unrestricted Subsidiary hereunder. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (x) the incurrence at the time of designation or after giving effect to such Revocation; (b) at the time of and after giving effect to such Revocation, Mediacom LLC would be able to Incur $1.00 of additional Indebtedness or under the Debt to Operating Cash Flow Ratio of the first paragraph of Section 1008; and (c) all Liens and Indebtedness of such Unrestricted Subsidiary existing outstanding immediately following such Revocation would, if Incurred at such time, and (y) a return on any Investment by the applicable Loan Party or Restricted Subsidiary in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the Fair Market Value at the date of such designation of such Loan Party’s or Restricted Subsidiary’s Investment in such Subsidiary. For the avoidance of doubt, neither a Borrower nor UK Holdco shall be have been permitted to be an Unrestricted Subsidiary. At any time a Subsidiary is designated as an Unrestricted Subsidiary hereunder, Incurred for all purposes of this Indenture. (d) All Designations and Revocations must be evidenced by Committee Resolutions delivered to the Borrower Representative shall cause such Subsidiary to be designated as an Unrestricted Subsidiary (or any similar applicable term) under Trustee certifying compliance with the Senior Secured Notesforegoing provisions.

Designation of Unrestricted Subsidiaries. The Borrower Representative (a) Mediacom LLC may designate any Subsidiary (including, without limitation, any newly acquired or newly formed Subsidiary or a Person becoming a Subsidiary through merger or consolidation or Investment therein) as an “Unrestricted Subsidiary” under this Indenture (a “Designation”) only if (a) no Default or Event of Default shall have occurred and be continuing at the time of or after giving effect to such Designation; (b) at the time of and after giving effect to such Designation, Mediacom LLC would be able to Incur $1.00 of additional Indebtedness under the Debt to Operating Cash Flow Ratio under the first paragraph of Section 1008; and (c) Mediacom LLC would be permitted to make a Restricted Payment at the time of Designation (assuming the effectiveness of such Designation) pursuant to paragraph (a) of Section 1007 in an amount equal to Mediacom LLC’s proportionate interest in the fair market value of such Subsidiary on such date (as determined in good faith by the Executive Committee, whose determination shall be conclusive and evidenced by a Committee Resolution). Notwithstanding the foregoing, neither Mediacom Capital Corporation nor any of its Subsidiaries may be designated as Unrestricted Subsidiaries. (b) At the time of Designation, all of the Indebtedness of such Unrestricted Subsidiary shall consist of, and shall at all times thereafter consist of, Non-Recourse Indebtedness, and neither Mediacom LLC nor any Restricted Subsidiary shall at any time after have any direct or indirect obligation to (x) make additional Investments (other than Permitted Investments) in any Unrestricted Subsidiary; (y) maintain or preserve the Closing Date designate financial condition of any Unrestricted Subsidiary or cause any Unrestricted Subsidiary to achieve any specified levels of operating results; or (z) be party to any agreement, contract, arrangement or understanding with any Unrestricted Subsidiary unless the terms of any such agreement, contract, arrangement or understanding are no less favorable to Mediacom LLC or such Restricted Subsidiary than those that might be obtained, in light of all the circumstances, at the time from Persons who are not Affiliates of Mediacom LLC. If, at any time, any Unrestricted Subsidiary would violate the foregoing requirements, it shall thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness of such Subsidiary shall be deemed to be Incurred as of such date. (c) Mediacom LLC may revoke any Designation of a Subsidiary as an Unrestricted Subsidiary and subsequently re-designate any Unrestricted Subsidiary as (a Restricted Subsidiary, “Revocation”) if other than for purposes of designating a Restricted Subsidiary as an Unrestricted Subsidiary that is a Receivables Subsidiary in connection with the establishment of a Qualified Receivables Financing (i) the Interest Coverage Ratio of UK Holdco and the Restricted Subsidiaries for the most recently ended Reference Period preceding such designation or re-designation, as applicable, would have been, on a Pro Forma Basis, at least the lesser of (x) 2.00 to 1.00 and (y) the Interest Coverage Ratio as of the most recently ended Reference Period and (iia) no Default or Event of Default has shall have occurred and is be continuing or would result therefrom. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the applicable Loan Party or Restricted Subsidiary therein at the date of designation in an amount equal to the Fair Market Value of the applicable Loan Party’s or Restricted Subsidiary’s investment therein; provided that if any subsidiary (a “Subject Subsidiary”) being designated as an Unrestricted Subsidiary has a subsidiary that was previously designated as an Unrestricted Subsidiary (the “Previously Designated Unrestricted Subsidiary”) in compliance with the provisions of this Agreement, the Investment of such Subject Subsidiary in such Previously Designated Unrestricted Subsidiary shall not be taken into account, and shall be excluded, in determining whether the Subject Subsidiary may be designated as an Unrestricted Subsidiary hereunder. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (x) the incurrence at the time of designation or after giving effect to such Revocation; (b) at the time of and after giving effect to such Revocation, Mediacom LLC would be able to Incur $1.00 of additional Indebtedness or under the Debt to Operating Cash Flow Ratio of the first paragraph of Section 1008; and (c) all Liens and Indebtedness of such Unrestricted Subsidiary existing outstanding immediately following such Revocation would, if Incurred at such time, and (y) a return on any Investment by the applicable Loan Party or Restricted Subsidiary in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the Fair Market Value at the date of such designation of such Loan Party’s or Restricted Subsidiary’s Investment in such Subsidiary. For the avoidance of doubt, neither a Borrower nor UK Holdco shall be have been permitted to be an Unrestricted Subsidiary. At any time a Subsidiary is designated as an Unrestricted Subsidiary hereunder, Incurred for all purposes of this Indenture. (d) All Designations and Revocations must be evidenced by Committee Resolutions delivered to the Borrower Representative shall cause such Subsidiary to be designated as an Unrestricted Subsidiary (or any similar applicable term) under Trustee certifying compliance with the Senior Secured Notesforegoing provisions.

Designation of Unrestricted Subsidiaries. (a) The Borrower Representative Company may designate any Subsidiary of the Company as an "Unrestricted Subsidiary" under this Indenture (a "DESIGNATION") only if: (i) no Default shall have occurred and be continuing at the time of or after giving effect to such Designation; (ii) at the time of and after giving effect to such Designation, the Company could incur $1.00 of additional Indebtedness under Section 4.06(a) hereof; and (iii) the Company would be permitted to make an Investment (other than a Permitted Investment) at the time of Designation (assuming the effectiveness of such Designation) pursuant to Section 4.08 hereof in an amount (the "DESIGNATION AMOUNT") equal to the fair market value of the Company's proportionate interest in the net worth of such Subsidiary on such date calculated in accordance with GAAP. All Subsidiaries of Unrestricted Subsidiaries shall be Unrestricted Subsidiaries. (b) The Company shall not, and shall not cause or permit any Restricted Subsidiary to, directly or indirectly, at any time after (x) provide credit support for, subject any of its properties or assets (other than the Closing Date designate Equity Interests of any Restricted Unrestricted Subsidiary) to the satisfaction of, or guarantee, any Indebtedness of any Unrestricted Subsidiary (including any undertaking, agreement or instrument evidencing such Indebtedness), (y) be liable for any Indebtedness of any Unrestricted Subsidiary or (z) be liable for any Indebtedness which provides that the 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 occurrence of a default with respect to any Indebtedness of any Unrestricted Subsidiary. (c) The Company may revoke any Designation of a Subsidiary as an Unrestricted Subsidiary and subsequently re-designate any Unrestricted Subsidiary as (a Restricted Subsidiary, if other than for purposes of designating a Restricted Subsidiary as an Unrestricted Subsidiary that is a Receivables Subsidiary in connection with the establishment of a Qualified Receivables Financing "REVOCATION") only if: (i) the Interest Coverage Ratio of UK Holdco and the Restricted Subsidiaries for the most recently ended Reference Period preceding such designation or re-designation, as applicable, would no Default shall have been, on a Pro Forma Basis, at least the lesser of (x) 2.00 to 1.00 and (y) the Interest Coverage Ratio as of the most recently ended Reference Period and (ii) no Event of Default has occurred and is be continuing or would result therefrom. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the applicable Loan Party or Restricted Subsidiary therein at the date of designation in an amount equal to the Fair Market Value of the applicable Loan Party’s or Restricted Subsidiary’s investment therein; provided that if any subsidiary (a “Subject Subsidiary”) being designated as an Unrestricted Subsidiary has a subsidiary that was previously designated as an Unrestricted Subsidiary (the “Previously Designated Unrestricted Subsidiary”) in compliance with the provisions of this Agreement, the Investment of such Subject Subsidiary in such Previously Designated Unrestricted Subsidiary shall not be taken into account, and shall be excluded, in determining whether the Subject Subsidiary may be designated as an Unrestricted Subsidiary hereunder. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (x) the incurrence at the time of designation of and after giving effect to such Revocation; and (ii) all Liens and Indebtedness or Liens of such Unrestricted Subsidiary existing outstanding immediately following such Revocation would, if incurred at such time, and (y) a return on any Investment by the applicable Loan Party or Restricted Subsidiary in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the Fair Market Value at the date of such designation of such Loan Party’s or Restricted Subsidiary’s Investment in such Subsidiary. For the avoidance of doubt, neither a Borrower nor UK Holdco shall be have been permitted to be an Unrestricted Subsidiaryincurred for all purposes of this Indenture. At any time a Subsidiary is designated as an Unrestricted Subsidiary hereunderAll Designations and Revocations must be evidenced by resolutions of the Board of Directors of the Company, delivered to the Borrower Representative shall cause such Subsidiary to be designated as an Unrestricted Subsidiary (or any similar applicable term) under Trustee certifying compliance with the Senior Secured Notesforegoing provisions.

Designation of Unrestricted Subsidiaries. The Borrower Representative may at any time after the Closing Date designate any Restricted Subsidiary as an Unrestricted Subsidiary and subsequently re-designate or any Unrestricted Subsidiary as a Restricted SubsidiarySubsidiary by written notice to the Administrative Agent; provided that (i) immediately before and after such designation, if other than for purposes no Event of designating a Restricted Default shall have occurred and be continuing, (ii) in the case of the designation of any Subsidiary as an Unrestricted Subsidiary that is a Receivables Subsidiary in connection with the establishment of a Qualified Receivables Financing (i) the Interest Coverage Ratio of UK Holdco and the Restricted Subsidiaries for the most recently ended Reference Period preceding Subsidiary, such designation or re-designation, as applicable, would have been, on a Pro Forma Basis, at least the lesser of (x) 2.00 to 1.00 and (y) the Interest Coverage Ratio as of the most recently ended Reference Period and (ii) no Event of Default has occurred and is continuing or would result therefrom. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the applicable Loan Party or Restricted in such Unrestricted Subsidiary therein at the date of designation in (calculated as an amount equal to the aggregate Fair Market Value of all outstanding Investments owned by the applicable Loan Party’s or Borrower and its Restricted Subsidiary’s investment therein; provided that if any subsidiary (a “Subject Subsidiary”) being designated as an Unrestricted Subsidiary has a subsidiary that was previously designated as an Unrestricted Subsidiary (the “Previously Designated Unrestricted Subsidiary”) in compliance with the provisions of this Agreement, the Investment of such Subject Subsidiary Subsidiaries in such Previously Designated Unrestricted Subsidiary shall not be taken into accountSubsidiary), and such Investment shall be excludedpermitted under Section 9.05, in determining whether the Subject (iii) no Subsidiary may be designated as an Unrestricted Subsidiary hereunderif it is a "Restricted Subsidiary" for the purpose of any Contractual Requirement governing any Indebtedness with a principal amount in excess of the Threshold Amount, (iv) immediately after giving effect to the designation of an Unrestricted Subsidiary as a Restricted Subsidiary, the Borrower shall comply with the provisions of Section 8.10 with respect to such designated Restricted Subsidiary, (v) no Restricted Subsidiary may be a Subsidiary of an Unrestricted Subsidiary, (vi) in the case of the designation of any Subsidiary as an Unrestricted Subsidiary, no recourse whatsoever (whether by contract or by operation of law or otherwise) may be had to the Borrower or any Restricted Subsidiary or any of their respective properties or assets for any obligations of such Unrestricted Subsidiary except as permitted by Section 9.05 and (vii) the Borrower shall have delivered to the Administrative Agent and each Lender a certificate executed by Responsible Officer, certifying to the best of such officer's knowledge, compliance with the requirements of the preceding clauses (i) through (vi); provided, further, that, to the extent that any Restricted Subsidiary owns, or holds exclusive licenses or exclusive sublicenses to, any Material Intellectual Property, no such Restricted Subsidiary may be designated as an Unrestricted Subsidiary. Notwithstanding anything to the contrary in this Agreement, neither the Borrower nor any of its Restricted Subsidiaries shall (whether by Investment, Restricted Payment, Asset Sale or otherwise) transfer any ownership right, or exclusive license or exclusive sublicenses to, any Material Intellectual Property to any Unrestricted Subsidiary (including by transferring any Capital Stock of the Borrower or any Restricted Subsidiary to an Unrestricted Subsidiary). The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (xA) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time, time and (yB) a return on any Investment by the applicable Loan Party or Restricted Subsidiary Borrower in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the Fair Market Value at the date of such designation of such Loan Party’s or Restricted Subsidiary’s the Borrower's Investment in such Subsidiary. For the avoidance of doubt, neither a Borrower nor UK Holdco shall be permitted to be an Unrestricted Subsidiary. At any time a Subsidiary is designated as an Unrestricted Subsidiary hereunder, the Borrower Representative shall cause such Subsidiary to be designated as an Unrestricted Subsidiary (or any similar applicable term) under the Senior Secured Notes.

Designation of Unrestricted Subsidiaries. The Borrower Representative may at At any time after the Closing Date Date, the Borrower may, in addition to the Unrestricted Subsidiaries listed on Schedule 1.1F on the Closing Date, designate any Restricted Subsidiary as an Unrestricted Subsidiary and subsequently re-designate any Unrestricted Subsidiary as a Restricted Subsidiary, if other than for purposes of designating a Restricted Subsidiary as an Unrestricted Subsidiary that is a Receivables Subsidiary in connection with the establishment of a Qualified Receivables Financing (i) the Interest Coverage Ratio of UK Holdco and the Restricted Subsidiaries for the most recently ended Reference Period preceding such designation or re-designation, as applicable, would have been, on a Pro Forma Basis, at least the lesser of (x) 2.00 to 1.00 and (y) the Interest Coverage Ratio as of the most recently ended Reference Period and (ii) no Event of Default has occurred and is continuing or would result therefrom. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the applicable Loan Party or Restricted Subsidiary therein at the date of designation in an amount equal to the Fair Market Value of the applicable Loan Party’s or Restricted Subsidiary’s investment therein; provided that if any subsidiary (a “Subject Subsidiary”) being designated as an Unrestricted Subsidiary has a subsidiary that was previously designated as an Unrestricted Subsidiary (the “Previously Designated Unrestricted Subsidiary”) in compliance with the provisions of this Agreement, the Investment of such Subject Subsidiary in such Previously Designated Unrestricted Subsidiary shall not be taken into account, and shall be excluded, in determining whether the Subject Subsidiary may be designated as an Unrestricted Subsidiary hereunder. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary upon prior written notice to the Agent; provided that (a) Subsidiaries of the Borrower that are not Material Subsidiaries shall constitute be the only Subsidiaries eligible to be designated as Unrestricted Subsidiaries on Schedule 1.1F or pursuant to this Section 7.11, (xb) in the incurrence at the time case of designation of Indebtedness or Liens of such any Subsidiary existing at such time, and (y) a return on any Investment by the applicable Loan Party or Restricted Subsidiary in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the Fair Market Value at the date of such designation of such Loan Party’s or Restricted Subsidiary’s Investment in such Subsidiary. For the avoidance of doubt, neither a Borrower nor UK Holdco shall be permitted to be as an Unrestricted Subsidiary. At , immediately before and after giving effect to such designation, (i) no Default or Unmatured Default shall have occurred and be continuing and (ii) the Borrower shall be in compliance with the covenants set forth in Sections 7.23 and 7.24 (it being understood that as a condition precedent to the effectiveness of any time such designation, the Borrower shall deliver to the Agent a certificate of an Authorized Officer setting forth in reasonable detail the calculations demonstrating such compliance), (c) no Subsidiary may be designated an Unrestricted Subsidiary if it owns any Capital Stock of, or holds any Indebtedness of, any other Restricted Subsidiary, (d) if a Subsidiary is being designated as an Unrestricted Subsidiary hereunder, (i) 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 total assets of all Unrestricted Subsidiaries listed on Schedule 1.1F on the Closing Date that are still Unrestricted Subsidiaries as of the Designation Date plus (C) the aggregate amount of total assets of all Unrestricted Subsidiaries designated as Unrestricted Subsidiaries pursuant to this Section 7.11 prior to the Designation Date (in each case measured as of such Designation Date) and that are still Unrestricted Subsidiaries as of the Designation Date shall not exceed $75,000,000 and (ii) the sum of (A) the revenues contributed by such Subsidiary as of the Designation Date, plus (B) the aggregate amount of revenues contributed by all Unrestricted Subsidiaries listed on Schedule 1.1F on the Closing Date that are still Unrestricted Subsidiaries as of the Designation Date plus (C) the aggregate amount of total revenues of all Unrestricted Subsidiaries designated as Unrestricted Subsidiaries pursuant to this Section 7.11 prior to the Designation Date (in each case measured as of the Designation Date) and that are still Unrestricted Subsidiaries as of the Designation Date shall not exceed $275,000,000, and (e) the Borrower Representative shall cause such Subsidiary have delivered to be designated as the Agent a certificate of an Unrestricted Subsidiary (or any similar applicable term) under Authorized Officer certifying compliance with the Senior Secured Notes.provisions of this Section 7.11

Designation of Unrestricted Subsidiaries. The Initial Borrower Representative may at any time after the Closing Effective Date designate any Restricted Subsidiary of Holdings as an Unrestricted Subsidiary (other than any Borrower) and subsequently re-designate any Unrestricted Subsidiary as a Restricted Subsidiary, Subsidiary if other than for purposes of designating a Restricted Subsidiary as an Unrestricted Subsidiary that is a Receivables Subsidiary in connection with the establishment of a Qualified Receivables Financing (i) the Interest Fixed Charge Coverage Ratio of UK Holdco the Initial Borrower and the its Restricted Subsidiaries for the most recently ended Reference Test Period immediately preceding such designation or re-designation, as applicable, would have been, determined on a Pro Forma Basis, (A) would have been at least the lesser of (x) 2.00 to 1.00 and or (yB) the Interest would be equal to or greater than such Fixed Charge Coverage Ratio as of the most recently ended Reference Period immediately prior to such designation or re-designation and (ii) no Default or Event of Default has occurred and is continuing or would result therefrom. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Closing Effective Date shall constitute an Investment by the applicable Loan Party or Restricted Subsidiary therein at the date of designation in an amount equal to the Fair Market Value fair market value of the applicable Loan Party’s or Restricted Subsidiary’s investment therein; provided that if any subsidiary (a “Subject Subsidiary”) being designated as an Unrestricted Subsidiary has a subsidiary that was previously designated as an Unrestricted Subsidiary (the “Previously Designated Unrestricted Subsidiary”) in compliance with the provisions of this Agreement, the Investment of such Subject Subsidiary in such Previously Designated Unrestricted Subsidiary shall not be taken into account, and shall be excluded, in determining whether the Subject Subsidiary may be designated as an Unrestricted Subsidiary hereunder. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (x) the incurrence at the time of designation of Indebtedness or Liens of such Subsidiary existing at such time, and (y) a return on any Investment by the applicable Loan Party or Restricted Subsidiary in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the Fair Market Value fair market value at the date of such designation of such Loan Party’s or Restricted Subsidiary’s Investment in such Subsidiary. For the avoidance of doubt, neither a no Borrower nor UK Holdco shall be permitted to be designated or otherwise become an Unrestricted Subsidiary. At any time a Subsidiary is designated as an Unrestricted Subsidiary hereunder, the Initial Borrower Representative shall cause 13452822.12 |US-DOCS\87149920.12138026742.9|| 27955694.v2 such Subsidiary to be designated as an Unrestricted Subsidiary (or any similar applicable term) under the Senior Secured Notesany Indebtedness permitted under Section 7.2 that constitutes First Lien Obligation, and, in any event, any Indebtedness described in Section 7.2(b)(iv) or (b)(vi).

Designation of Unrestricted Subsidiaries. The Except as otherwise provided in the definition of “Unrestricted Subsidiary,” the Board of Directors of the Borrower Representative may at any time after the Closing Date designate any Restricted Subsidiary as an Unrestricted Subsidiary and subsequently re-designate (including any newly acquired or newly formed Restricted Subsidiary at or prior to the time it is so acquired or formed but excluding any Restricted Subsidiary that was previously an Unrestricted Subsidiary), or any Unrestricted Subsidiary as a Restricted Subsidiary, if other than for purposes of designating a Restricted Subsidiary as an Unrestricted Subsidiary ; provided that is a Receivables Subsidiary in connection with the establishment of a Qualified Receivables Financing (i) the Interest Coverage Ratio of UK Holdco immediately before and the Restricted Subsidiaries for the most recently ended Reference Period preceding after such designation or re-designation, as applicableno Potential Default or Event of Default shall have occurred and be continuing, would have been(ii) immediately after giving effect to such designation, the Borrower shall be in compliance, on a Pro Forma Basis, at least with the lesser Financial Covenants and (iii) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of any Indebtedness incurred pursuant to Section 8.2.1(i) or (m) [Indebtedness] (unless it is substantially concurrently being designated as an Unrestricted Subsidiary under such Indebtedness). Any (x) 2.00 to 1.00 and designation of a Subsidiary as an Unrestricted Subsidiary or (y) redesignation as a Restricted Subsidiary will be evidenced to the Interest Coverage Ratio as Administrative AgentsAgent by delivering to the Administrative AgentsAgent a copy of a Board Resolution giving effect to such designation and an Officer’s Certificate certifying that such designation complied with the most recently ended Reference Period and (ii) no Event requirements of Default has occurred and is continuing or would result therefromthis Section 8.2.3. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the applicable Loan Party Borrower or the relevant Restricted Subsidiary (as applicable) therein at the date of designation in an amount equal to the Fair Market Value of the applicable Loan PartyBorrower’s or such relevant Restricted Subsidiary’s (as applicable) investment therein; provided that if any subsidiary (a “Subject , as determined in good faith by such Borrower or such relevant Restricted Subsidiary”) being designated as an Unrestricted Subsidiary has a subsidiary that was previously designated as an Unrestricted Subsidiary (the “Previously Designated Unrestricted Subsidiary”) in compliance with the provisions of this Agreement, and the Investment of resulting from such Subject Subsidiary in such Previously Designated Unrestricted Subsidiary shall not designation must otherwise be taken into account, permitted under Section 8.2.4 [Loans and shall be excluded, in determining whether the Subject Subsidiary may be designated as an Unrestricted Subsidiary hereunderInvestments]. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (x) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time, and (y) a return on any Investment by the applicable Loan Party or Restricted Subsidiary in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the Fair Market Value at the date of such designation of such Loan Party’s or Restricted Subsidiary’s Investment in such Subsidiary. For the avoidance of doubt, neither a Borrower nor UK Holdco shall be permitted to be an Unrestricted Subsidiary. At any time a Subsidiary is designated as an No Unrestricted Subsidiary hereunder, the Borrower Representative shall cause such Subsidiary to be designated as an Unrestricted Subsidiary (or any similar applicable term) under the Senior Secured Notes.shall:

Designation of Unrestricted Subsidiaries. The Borrower Representative Company ---------------------------------------- may designate any Subsidiary of the Company (other than Capital) as an "Unrestricted Subsidiary" (a "Designation") only if: (i) no Default or Event of Default shall have occurred and be continuing at the time of or after giving effect to such Designation: (ii) at the time of and after giving effect to such Designation, the Issuers could Incur $1.00 of additional Indebtedness (other than Permitted Indebtedness) pursuant to Section 3.9 and ----------- (iii) the Issuers would be permitted to make an Investment at the time of Designation (assuming the effectiveness of such Designation and treating such Designation as an Investment at such time) pursuant to the first paragraph of Section 3.10 in an amount (the "Designation Amount") ------------ equal to the amount of the Company's Investment in such Subsidiary on such date. Neither the Company nor any Restricted Subsidiary shall at any time after (x) provide credit support for, subject any of its property or assets (other than the Closing Date designate Capital Stock of any Unrestricted Subsidiary) to the satisfaction of, or guarantee, any Indebtedness of any Unrestricted Subsidiary (including any undertaking, agreement or instrument evidencing such Indebtedness) unless such credit support or guarantee constitutes an Investment permitted pursuant to Section 3.10, (y) be directly or indirectly liable for any Indebtedness of any ------------ Unrestricted Subsidiary or (z) be directly or indirectly liable for any Indebtedness which provides that the 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 occurrence of a default with respect to any Indebtedness of any Unrestricted Subsidiary, except for any non-recourse guarantee given solely to support the pledge by the Company or any Restricted Subsidiary of the Capital Stock of any Unrestricted Subsidiary. For purposes of the foregoing, the Designation of a Subsidiary of the Company as an Unrestricted Subsidiary shall be deemed to include the Designation of all of the Subsidiaries of such Subsidiary. The Company may revoke any Designation of a Subsidiary as an Unrestricted Subsidiary and subsequently re-designate any Unrestricted Subsidiary as (a Restricted Subsidiary, if other than for purposes of designating a Restricted Subsidiary as an Unrestricted Subsidiary that is a Receivables Subsidiary in connection with the establishment of a Qualified Receivables Financing "Revocation") only if: (i) the Interest Coverage Ratio of UK Holdco and the Restricted Subsidiaries for the most recently ended Reference Period preceding such designation No Default or re-designation, as applicable, would have been, on a Pro Forma Basis, at least the lesser of (x) 2.00 to 1.00 and (y) the Interest Coverage Ratio as of the most recently ended Reference Period and (ii) no Event of Default has shall have occurred and is be continuing or would result therefrom. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the applicable Loan Party or Restricted Subsidiary therein at the date of designation in an amount equal to the Fair Market Value of the applicable Loan Party’s or Restricted Subsidiary’s investment therein; provided that if any subsidiary (a “Subject Subsidiary”) being designated as an Unrestricted Subsidiary has a subsidiary that was previously designated as an Unrestricted Subsidiary (the “Previously Designated Unrestricted Subsidiary”) in compliance with the provisions of this Agreement, the Investment of such Subject Subsidiary in such Previously Designated Unrestricted Subsidiary shall not be taken into account, and shall be excluded, in determining whether the Subject Subsidiary may be designated as an Unrestricted Subsidiary hereunder. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (x) the incurrence at the time of designation of and after giving effect to such Revocation; and (ii) all Liens and Indebtedness or Liens of such Unrestricted Subsidiary existing outstanding immediately following such Revocation would, if Incurred at such time, and (y) a return on any Investment by the applicable Loan Party or Restricted Subsidiary in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the Fair Market Value at the date of such designation of such Loan Party’s or Restricted Subsidiary’s Investment in such Subsidiary. For the avoidance of doubt, neither a Borrower nor UK Holdco shall be have been permitted to be an Unrestricted SubsidiaryIncurred for all purposes of this Indenture. At any time a Subsidiary is designated as an Unrestricted Subsidiary hereunderAll Designations and Revocations must be evidenced by resolutions of the Board of Directors of the Company, delivered to the Borrower Representative shall cause such Subsidiary to be designated as an Unrestricted Subsidiary (or any similar applicable term) under Trustee certifying compliance with the Senior Secured Notesforegoing provisions.

Designation of Unrestricted Subsidiaries. The Borrower Representative may at any time after the Closing Date designate in writing to the Administrative Agent any Restricted Subsidiary of the Borrower as an Unrestricted Subsidiary and subsequently re-designate or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation, if other than for purposes no Event of designating Default shall have occurred and be continuing or would result therefrom, (ii) immediately before and after such designation, the Borrower is in pro forma compliance with the covenants set forth in Section 8.24, (iii) Borrower shall have delivered to Administrative Agent a Restricted certificate of a Responsible Officer of the Borrower demonstrating compliance with the foregoing clauses and certifying that such Subsidiary meets the requirements of an Unrestricted Subsidiary, (iv) the designation of any Subsidiary as an Unrestricted Subsidiary that is a Receivables Subsidiary in connection with the establishment of a Qualified Receivables Financing (i) the Interest Coverage Ratio of UK Holdco and the Restricted Subsidiaries for the most recently ended Reference Period preceding such designation or re-designation, as applicable, would have been, on a Pro Forma Basis, at least the lesser of (x) 2.00 to 1.00 and (y) the Interest Coverage Ratio as of the most recently ended Reference Period and (ii) no Event of Default has occurred and is continuing or would result therefrom. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment investment by the applicable Loan Party or Restricted Subsidiary Parties therein at the date of designation in an amount equal to the Fair Market Value fair market value of the applicable Loan Party’s or Restricted Subsidiary’s investment therein; provided that if any subsidiary (upon a “Subject Subsidiary”) being designated as redesignation of an Unrestricted Subsidiary has as a subsidiary that was previously designated as Restricted Subsidiary, the Loan Parties shall be deemed to continue to have a permanent investment in an Unrestricted Subsidiary in an amount (if positive) equal to (1) Borrower’s investment in such Subsidiary at the “Previously Designated Unrestricted Subsidiary”) in compliance with the provisions of this Agreement, the Investment time of such Subject Subsidiary redesignation less (2) the portion (proportionate to Loan Party’s equity interest in such Previously Designated Unrestricted Subsidiary) of the fair market value of the net assets of such Subsidiary shall not be taken into accountat the time of such redesignation, and shall be excluded, in determining whether (v) the Subject Subsidiary may be designated as an Unrestricted Subsidiary hereunder. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (x) the incurrence or making, as applicable, at the time of designation of any investments, Indebtedness or Liens of such Subsidiary existing at such time, and (vi) any Unrestricted Subsidiary that has subsequently been designated as a Restricted Subsidiary may not be redesignated as an Unrestricted Subsidiary, (vii) the Borrower may not designate as an Unrestricted Subsidiary any Loan Party, (viii) no Subsidiary shall be designated as an Unrestricted Subsidiary if such Subsidiary or any of its Subsidiaries (x) owns any equity interests or Indebtedness of, or owns or holds any Lien on any property of, any Loan Party or any Restricted Subsidiary or (y) a return owns or holds exclusive license to any material Intellectual Property as reasonably determined by the Administrative Agent and the Borrower, (ix) no Loan Party or Restricted Subsidiary may transfer legal title, or license on an exclusive basis, to any Investment material Intellectual Property (as reasonably determined by the Administrative Agent and the Borrower) to any Unrestricted Subsidiary and (x) any Indebtedness of any Unrestricted Subsidiary shall be non-recourse to any Loan Party or Restricted Subsidiary. At no time shall (x) the aggregate book value of assets of all Unrestricted Subsidiaries exceed, in the aggregate, 10.0% of the aggregate book value of assets of the Loan Parties in the aggregate or (y) the Adjusted EBITDA of all Unrestricted Subsidiaries exceed, in the aggregate, 10.0% of the Adjusted EBITDA of the Loan Parties in the aggregate. Notwithstanding anything in this Agreement to the contrary, if at any time the tests set forth in the preceding sentence are not satisfied, the Borrower shall redesignate one or more of the Unrestricted Subsidiaries as Restricted Subsidiaries such that after giving effect thereto the tests in the preceding sentence are satisfied. For the avoidance of doubt, the results of operations, cash flows, assets (including cash and Cash Equivalents), Indebtedness or other liabilities of Unrestricted Subsidiaries will not be taken into account or consolidated with the accounts of the applicable Loan Party or Restricted Subsidiary for purposes of determining any financial calculation, leverage-based pricing or mandatory prepayment provision contained in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the Fair Market Value at the date Loan Documents and any cash or Cash Equivalents of such designation of such Loan Party’s or Restricted Subsidiary’s Investment in such Subsidiary. For the avoidance of doubt, neither a Borrower nor UK Holdco shall be permitted to be an Unrestricted Subsidiary. At any time a Subsidiary is designated as an Unrestricted Subsidiary hereunder, the Borrower Representative shall cause such Subsidiary to will not be designated as an Unrestricted Subsidiary (or taken into account for purposes of any similar applicable term) net indebtedness test under the Senior Secured NotesLoan Documents.

Designation of Unrestricted Subsidiaries. (a) The Borrower Representative may at any time after the Closing Date will not designate any Restricted Subsidiary as an Unrestricted Subsidiary and subsequently re-designate any Unrestricted Subsidiary as a Restricted Subsidiary, if other than for purposes of designating a Restricted Subsidiary as an Unrestricted Subsidiary that is a Receivables Subsidiary in connection with the establishment of a Qualified Receivables Financing unless: (i) such Subsidiary has been designated as an “Unrestricted Subsidiary” as that term is used in the Interest Coverage Ratio Permitted Subordinate Debt Indentures and under each other Indenture or other agreement governing Permitted Subordinate Debt issued after the date hereof (to the extent such agreement provides for such a designation); (ii) neither such Subsidiary nor any of UK Holdco and its Subsidiaries has any Debt except Non-Recourse Debt; (iii) neither such Subsidiary nor any of its Subsidiaries is a party to any agreement, arrangement, understanding or other transaction with the Borrower or any Restricted Subsidiary not permitted under Section 7.09; (iv) neither such Subsidiary nor any of its Subsidiaries is a Guarantor or has any outstanding Letter of Credit issued for its account; (v) neither such Subsidiary nor any of its Subsidiaries owns any Mineral Interests included in the most recently ended Reference Period preceding Borrowing Base in effect at the time of such designation; (vi) at the time of such designation or re-designationand immediately after giving effect thereto, as applicableno Borrowing Base Deficiency shall exist and no Default shall have occurred and be continuing; (vii) at the time of such designation and immediately after giving effect thereto, the Borrower would have been, been in compliance with Section 7.13(b) on a Pro Forma Basis, at least the lesser of (x) 2.00 to 1.00 and (y) the Interest Coverage Ratio as last day of the most recently ended Reference Period and Fiscal Quarter of the Borrower had such Subsidiary been an Unrestricted Subsidiary on such day; (iiviii) no Event neither such Subsidiary nor any of Default has occurred and its Subsidiaries owns any Debt or Equity Interest of, or is continuing the beneficiary of any Lien on any property of, the Borrower or would result therefrom. The any Restricted Subsidiary; (ix) in the case of the designation of any Restricted Unrestricted Subsidiary other than any MLP Unrestricted Subsidiary, promptly upon such designation, the Borrower delivers a certificate to the Administrative Agent certifying (A) the names of such Subsidiary and all of its Subsidiaries, and (B) that all applicable requirements of this Section 7.15 have been met for such designation; and (x) the Investment represented by such designation is permitted under Section 7.08(l). (b) If, at any time, any Unrestricted Subsidiary would fail to meet the foregoing requirements as an Unrestricted Subsidiary, it shall thereafter cease to be an Unrestricted Subsidiary after the Closing Date for purposes of this Agreement and any Debt of such Subsidiary shall constitute an Investment by the applicable Loan Party be deemed to be incurred as of such date. (c) The Borrower will not permit any Unrestricted Subsidiary to acquire or Restricted create any Subsidiary therein at the date of designation in an amount equal to the Fair Market Value of the applicable Loan Party’s or Restricted Subsidiary’s investment therein; provided that if any subsidiary (a “Subject Subsidiary”) being such Unrestricted Subsidiary unless such Subsidiary is designated as an Unrestricted Subsidiary has in accordance with this Section 7.15; provided that clauses (vii) and (x) of Section 7.15(a) shall not be conditions to such designation. (d) In the case of any designation by the Borrower of a subsidiary that was previously designated Person as an Unrestricted Subsidiary (on the “Previously Designated Unrestricted Subsidiary”) first day that such Person is a Subsidiary of the Borrower in compliance accordance with the provisions of this Agreement, the Investment such designation shall be deemed to have occurred for all purposes of such Subject Subsidiary in such Previously Designated Unrestricted Subsidiary shall not be taken into accountthis Agreement simultaneously with, and shall be excludedautomatically upon, in determining whether such person becoming a Subsidiary of the Subject Subsidiary Borrower. (e) The Borrower may be designated as an Unrestricted Subsidiary hereunder. The designation of designate any Unrestricted Subsidiary as to be a Restricted Subsidiary shall constitute if after giving effect to such designation, (xi) the incurrence representations and warranties of the Borrower and its Restricted Subsidiaries contained in each of the Loan Documents are true and correct in all material respects on and as of such date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, (ii) no Default would exist, (iii) at the time of designation of Indebtedness or Liens of such Subsidiary existing at such time, and (y) a return on any Investment by the applicable Loan Party or Restricted Subsidiary in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the Fair Market Value at the date of such designation of such Loan Party’s or Restricted Subsidiary’s Investment in such Subsidiary. For the avoidance of doubt, neither a Borrower nor UK Holdco shall be permitted to be an Unrestricted Subsidiary. At any time a Subsidiary is designated as an Unrestricted Subsidiary hereunderand immediately after giving effect thereto, the Borrower Representative shall cause would have been in compliance with Section 7.13(b) on the last day of the most recently ended Fiscal Quarter of the Borrower had such Subsidiary to be designated as been an Unrestricted Restricted Subsidiary on such day and (or any similar applicable termiv) under the Senior Secured NotesBorrower complies with the requirements of Sections 6.14, 6.15 and 6.16.

Designation of Unrestricted Subsidiaries. (a) The Borrower Representative Company may designate after the Issue Date any Subsidiary of the Company as an "Unrestricted Subsidiary" under this Indenture (a "Designation") only if: (i) no Default or Event of Default shall have occurred and be continuing at the time of or after giving effect to such Designation; and (ii) the Company would be permitted to make an Investment (other than a Permitted Investment) at the time of such Designation (assuming the effectiveness of such Designation) pursuant to Section 4.05 in an amount (the "Designation Amount") equal to the fair market value of the Company's proportionate interest in the net worth of such Subsidiary on such date calculated in accordance with GAAP. In the event of any such Designation, the Company shall be deemed to have made an Investment constituting a Restricted Payment pursuant to Section 4.05 for all purposes of this Indenture in the Designation Amount. (b) Neither the Company nor any Restricted Subsidiary shall at any time after (x) provide credit support for or guarantee any Indebtedness of any Unrestricted Subsidiary (including any undertaking, agreement or instrument evidencing such Indebtedness); provided that the Closing Date designate Company may pledge equity interests or Indebtedness of any Restricted Unrestricted Subsidiary on a nonrecourse basis such that the pledgee has no claim whatsoever against the Company other than to obtain such pledged property, (y) be directly or indirectly liable for any Indebtedness of any Unrestricted Subsidiary or (z) be directly or indirectly liable for any Indebted- ness which provides that the 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 occurrence of a default with respect to any Indebtedness of any Unrestricted Subsidiary, except for any nonrecourse guarantee given solely to support the pledge by the Company of the capital Stock of any Unrestricted Subsidiary. For purposes of the foregoing, the Designation of a Subsidiary of the Company as an Unrestricted Subsidiary shall be deemed to include the Designation of all of the Subsidiaries of such Subsidiary. (c) The Company may revoke any Designation of a Subsidiary as an Unrestricted Subsidiary and subsequently re-designate any Unrestricted Subsidiary as (a Restricted Subsidiary, if other than for purposes of designating a Restricted Subsidiary as an Unrestricted Subsidiary that is a Receivables Subsidiary in connection with the establishment of a Qualified Receivables Financing "Revocation") if: (i) the Interest Coverage Ratio of UK Holdco and the Restricted Subsidiaries for the most recently ended Reference Period preceding such designation or re-designation, as applicable, would no Default shall have been, on a Pro Forma Basis, at least the lesser of (x) 2.00 to 1.00 and (y) the Interest Coverage Ratio as of the most recently ended Reference Period and (ii) no Event of Default has occurred and is be continuing or would result therefrom. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the applicable Loan Party or Restricted Subsidiary therein at the date of designation in an amount equal to the Fair Market Value of the applicable Loan Party’s or Restricted Subsidiary’s investment therein; provided that if any subsidiary (a “Subject Subsidiary”) being designated as an Unrestricted Subsidiary has a subsidiary that was previously designated as an Unrestricted Subsidiary (the “Previously Designated Unrestricted Subsidiary”) in compliance with the provisions of this Agreement, the Investment of such Subject Subsidiary in such Previously Designated Unrestricted Subsidiary shall not be taken into account, and shall be excluded, in determining whether the Subject Subsidiary may be designated as an Unrestricted Subsidiary hereunder. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (x) the incurrence at the time of designation of and after giving effect to such Revocation; and (ii) all Liens and Indebtedness or Liens of such Unrestricted Subsidiary existing outstanding immediately following such Revocation would, if incurred at such time, and (y) a return on any Investment by the applicable Loan Party or Restricted Subsidiary in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the Fair Market Value at the date of such designation of such Loan Party’s or Restricted Subsidiary’s Investment in such Subsidiary. For the avoidance of doubt, neither a Borrower nor UK Holdco shall be have been permitted to be an Unrestricted Subsidiary. At any time a Subsidiary is designated as an Unrestricted Subsidiary hereunder, incurred for all purposes of this Indenture. (d) All Designations and Revocations must be evidenced by Board Resolutions of the Borrower Representative shall cause such Subsidiary Company delivered to be designated as an Unrestricted Subsidiary (or any similar applicable term) under the Senior Secured NotesTrustee certifying compliance with the foregoing provisions.

Designation of Unrestricted Subsidiaries. The Borrower Representative may at any time after the Closing Date designate any Restricted Subsidiary as an Unrestricted Subsidiary and subsequently re-designate any Unrestricted Subsidiary as a Restricted Subsidiary, if other than for purposes of designating a Restricted Subsidiary so long as an Unrestricted Subsidiary that is a Receivables Subsidiary in connection with the establishment of a Qualified Receivables Financing (i) after giving effect thereto, the Interest Coverage Total First Lien Net Leverage Ratio of UK Holdco and shall be less than or equal to the Restricted Subsidiaries for the most recently ended Reference Period preceding such designation or re-designation, as applicable, would have been, Applicable Total First Lien Net Leverage Ratio Level on a Pro Forma Basis, at least the lesser of (x) 2.00 to 1.00 and (y) the Interest Coverage Ratio Basis as of the most recently ended Reference Period completed period of four consecutive fiscal quarters for which the financial statements and certificates required by Section 6.1(a) or (b), as the case may be, have been or were required to have been delivered, whether or not a Financial Compliance Date occurred on the last day of the most recent fiscal quarter, and (ii) no Default or Event of Default has occurred and is continuing or would result therefrom. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the applicable Loan Party or Restricted Subsidiary therein at the date of designation in an amount equal to the Fair Market Value fair market value of the applicable Loan Party’s or Restricted Subsidiary’s investment therein; provided that if any subsidiary (a “Subject Subsidiary”) being designated as an Unrestricted Subsidiary has a subsidiary that was previously designated as an Unrestricted Subsidiary (the “Previously Designated Unrestricted Subsidiary”) in compliance with the provisions of this Agreement, the Investment of such Subject Subsidiary in such Previously Designated Unrestricted Subsidiary shall not be taken into account, and shall be excluded, in determining whether the Subject Subsidiary may be designated as an Unrestricted Subsidiary hereunder. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (x) the incurrence at the time of designation of Indebtedness or Liens of such Subsidiary existing at such time, and (y) a return on any Investment by the applicable Loan Party or Restricted Subsidiary in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the Fair Market Value fair market value at the date of such designation of such Loan Party’s or Restricted Subsidiary’s Investment in such Subsidiary. For the avoidance of doubt, neither a the Borrower nor UK Holdco shall not be permitted to be an Unrestricted Subsidiary. At any time a Subsidiary is designated as an Unrestricted Subsidiary hereunder, the Borrower Representative shall cause such Subsidiary to be designated as an Unrestricted Subsidiary (or any similar applicable term) under any Indebtedness permitted under Section 7.2 that is pari passu in right of payment with the Senior Secured NotesObligations, and, in any event, any Indebtedness described in Section 7.2(b)(ii), (b)(iv) or (b)(vi).

Designation of Unrestricted Subsidiaries. (a) The Board of Directors of the Borrower Representative may at any time after the Closing Date designate any Restricted Subsidiary as an Unrestricted Subsidiary and subsequently re-designate (including any newly acquired or newly formed Restricted Subsidiary at or prior to the time it is so acquired or formed but excluding any Restricted Subsidiary that was previously an Unrestricted Subsidiary), or any Unrestricted Subsidiary as a Restricted Subsidiary, if other than for purposes of designating a Restricted Subsidiary as an Unrestricted Subsidiary ; provided that is a Receivables Subsidiary in connection with the establishment of a Qualified Receivables Financing (i) the Interest Coverage Ratio of UK Holdco immediately before and the Restricted Subsidiaries for the most recently ended Reference Period preceding after such designation or re-designation, as applicableno Potential Default or Event of Default shall have occurred and be continuing, would have been(ii) immediately after giving effect to such designation, the Borrower shall be in compliance, on a Pro Forma Basis, at least with the lesser Financial Covenants and (iii) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of any Existing Notes or any Publicly Traded Debt Securities (unless it is substantially concurrently being designated as an Unrestricted Subsidiary under any Existing Notes or any Publicly Traded Debt Securities). Any (x) 2.00 to 1.00 and designation of a Subsidiary as an Unrestricted Subsidiary or (y) redesignation as a Restricted Subsidiary will be evidenced to the Interest Coverage Ratio as Administrative Agent by delivering to the Administrative Agent a copy of a Board Resolution giving effect to such designation and an Officers’ Certificate certifying that such designation complied with the most recently ended Reference Period and (ii) no Event requirements of Default has occurred and is continuing or would result therefromthis Section 8.2.3. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the applicable Loan Party Borrower or the relevant Restricted Subsidiary (as applicable) therein at the date of designation in an amount equal to the Fair Market Value of the applicable Loan PartyBorrower’s or such relevant Restricted Subsidiary’s (as applicable) investment therein; provided that if any subsidiary (a “Subject , as determined in good faith by such Borrower or such relevant Restricted Subsidiary”) being designated as an Unrestricted Subsidiary has a subsidiary that was previously designated as an Unrestricted Subsidiary (the “Previously Designated Unrestricted Subsidiary”) in compliance with the provisions of this Agreement, and the Investment of resulting from such Subject Subsidiary in such Previously Designated Unrestricted Subsidiary shall not designation must otherwise be taken into account, permitted under Section 8.2.4 [Loans and shall be excluded, in determining whether the Subject Subsidiary may be designated as an Unrestricted Subsidiary hereunderInvestments]. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (x) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time. (b) No Unrestricted Subsidiary (other than (x) prior to the Thermal Spinoff, the Thermal Facility Parties and (y) a return on prior to the Met Spinoff, the Met Facility Parties) shall: (1) have any Investment Indebtedness other than Non-Recourse Debt (except with respect to the Guaranties described in Section 8.2.1(r) [Indebtedness]); (2) except as permitted by Section 8.2.8 [Affiliate Transactions], be party to any agreement, contract, arrangement or understanding with the applicable Loan Party Borrower or any Restricted Subsidiary in Unrestricted Subsidiaries unless the terms of any such agreement, contract, arrangement or understanding are no less favorable to the Borrower or such Restricted Subsidiary than those that might be obtained at the time from Persons who are not Affiliates of the Borrower; (3) be a Person with respect to which either the Borrower or any Restricted Subsidiary has any direct or indirect obligation (x) to subscribe for additional Equity Interests or (y) to maintain or preserve such Person’s financial condition or to cause such Person to achieve any specified levels of operating results; or (4) Guaranty or otherwise directly or indirectly provide credit support for any Indebtedness of the Borrower or any Restricted Subsidiary (other than pursuant to the preceding sentence in an amount equal Guaranty Agreement), except to the Fair Market Value at the date of extent such Guaranty would be and is released upon such designation of such Loan Party’s or Restricted Subsidiary’s Investment in such Subsidiary. For the avoidance of doubt, neither a Borrower nor UK Holdco shall be permitted to be as an Unrestricted Subsidiary. At any time a Subsidiary is designated as an Unrestricted Subsidiary hereunder, the Borrower Representative shall cause such Subsidiary to be designated as an Unrestricted Subsidiary (or any similar applicable term) under the Senior Secured Notes.

Designation of Unrestricted Subsidiaries. The Borrower Representative Company may designate after the Issue Date any Subsidiary of the Company as an “Unrestricted Subsidiary” under this Indenture (a “Designation”) only if: (1) no Default or Event of Default shall have occurred and be continuing at the time of or after giving effect to such Designation and any transactions between the Company or any of its Restricted Subsidiaries and such Unrestricted Subsidiary are in compliance with Section 4.11 hereof; and (2) the Company would be permitted to make an Investment at the time of Designation (assuming the effectiveness of such Designation and treating such Designation as an Investment at the time of Designation) as a Restricted Payment pursuant to the first paragraph of Section 4.07 hereof in an amount (the “Designation Amount”) equal to the amount of the Company’s Investment in such Subsidiary on such date (as determined in accordance with the second paragraph of the definition of “Investment”). Neither the Company nor any Restricted Subsidiary will at any time after time: (1) provide credit support for, subject any of its property or assets (other than the Closing Date designate Capital Stock of any Restricted Unrestricted Subsidiary) to the satisfaction of, or Guarantee, any Indebtedness of any Unrestricted Subsidiary (including any undertaking, agreement or instrument evidencing such Indebtedness); or (2) be directly or indirectly liable for any Indebtedness of any Unrestricted Subsidiary. The Company may revoke any Designation of a Subsidiary as an Unrestricted Subsidiary (a “Revocation”) only if: (1) no Default or Event of Default shall have occurred and subsequently re-designate any be continuing at the time of and after giving effect to such Revocation; and (2) all Liens and Indebtedness of such Unrestricted Subsidiary as a Restricted Subsidiaryoutstanding immediately following such Revocation would, if other than for purposes Incurred at the time of designating Revocation, be permitted to be Incurred pursuant to this Indenture. The Designation of a Restricted Subsidiary of the Company as an Unrestricted Subsidiary that is a Receivables Subsidiary in connection with shall be deemed to include the establishment designation of a Qualified Receivables Financing (i) the Interest Coverage Ratio of UK Holdco and the Restricted Subsidiaries for the most recently ended Reference Period preceding such designation or re-designation, as applicable, would have been, on a Pro Forma Basis, at least the lesser of (x) 2.00 to 1.00 and (y) the Interest Coverage Ratio as all of the most recently ended Reference Period subsidiaries of such subsidiary. All Distributions and (ii) no Event Revocations must be evidenced by resolutions of Default has occurred and is continuing or would result therefrom. The designation the Board of any Restricted Subsidiary as an Unrestricted Subsidiary after Directors of the Closing Date shall constitute an Investment by the applicable Loan Party or Restricted Subsidiary therein at the date of designation in an amount equal Company, delivered to the Fair Market Value of the applicable Loan Party’s or Restricted Subsidiary’s investment therein; provided that if any subsidiary (a “Subject Subsidiary”) being designated as an Unrestricted Subsidiary has a subsidiary that was previously designated as an Unrestricted Subsidiary (the “Previously Designated Unrestricted Subsidiary”) in Trustee certifying compliance with the provisions of this Agreement, the Investment of such Subject Subsidiary in such Previously Designated Unrestricted Subsidiary shall not be taken into account, and shall be excluded, in determining whether the Subject Subsidiary may be designated as an Unrestricted Subsidiary hereunder. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (x) the incurrence at the time of designation of Indebtedness or Liens of such Subsidiary existing at such time, and (y) a return on any Investment by the applicable Loan Party or Restricted Subsidiary in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the Fair Market Value at the date of such designation of such Loan Party’s or Restricted Subsidiary’s Investment in such Subsidiary. For the avoidance of doubt, neither a Borrower nor UK Holdco shall be permitted to be an Unrestricted Subsidiary. At any time a Subsidiary is designated as an Unrestricted Subsidiary hereunder, the Borrower Representative shall cause such Subsidiary to be designated as an Unrestricted Subsidiary (or any similar applicable term) under the Senior Secured Notesprovisions.

Designation of Unrestricted Subsidiaries. The (a) Borrower Representative may at any time after shall have the Closing Date designate option of designating any Restricted Subsidiary as an Unrestricted Subsidiary by giving prior written notice to the Administrative Agent and subsequently re-designate any Lenders (as provided in the next sentence), provided that (i) such designation does not result in an Event of Default or a Potential Default, and (ii) the aggregate of (x) the Recourse Debt of such Restricted Subsidiary (determined as at the date of such designation), and (y) the aggregate Recourse Debt of all other Subsidiaries of Borrower, if any, which Borrower has previously designated as Unrestricted Subsidiaries (determined for each such other Subsidiary as at the date of designation of the new Unrestricted Subsidiary and determined for all such Subsidiaries (including the new Unrestricted Subsidiary) on a consolidated basis in accordance with GAAP) does not exceed the greater of (a) twenty-five percent (25%) of Consolidated Debt (determined as at the date of such designation) excluding the Restricted Subsidiary to be so designated, or (b) $500,000,000. Each notice of designation delivered pursuant to the preceding sentence shall be accompanied by the following documents, each certified by a Responsible Officer of Borrower and setting forth the relevant financial information as at a specified date not earlier than ten (10) days before the effective date of such designation: (X) a statement showing, in reasonable detail, the Tangible Net Worth, the total Debt, and the total assets of each Restricted SubsidiarySubsidiary the subject of such notice of designation; and (Y) a Compliance Certificate showing comparative figures for Borrower and the Restricted Subsidiaries before and after giving effect to such notice of designation and a statement demonstrating, if other than for purposes in reasonable detail, compliance with clause (ii) of designating the first sentence of this Section 8.12(a). Any attempted designation by Borrower of a Restricted Subsidiary as an Unrestricted Subsidiary that is a Receivables Subsidiary other than in connection compliance with the establishment limitations contained in this Section 8.12(a) shall be ineffective as fully as if such attempted designation had never occurred. (b) Borrower shall have the option of a Qualified Receivables Financing (i) the Interest Coverage Ratio of UK Holdco and the Restricted Subsidiaries for the most recently ended Reference Period preceding such designation designating any newly formed or re-designation, as applicable, would have been, on a Pro Forma Basis, at least the lesser of (x) 2.00 to 1.00 and (y) the Interest Coverage Ratio as of the most recently ended Reference Period and (ii) no Event of Default has occurred and is continuing or would result therefrom. The designation of any Restricted acquired Subsidiary as an Unrestricted Subsidiary after so long as such designation complies with the Closing Date shall constitute an Investment by the applicable Loan Party or Restricted Subsidiary therein at the date of designation in an amount equal to the Fair Market Value requirements of the applicable Loan Party’s proviso in the first sentence of Section 8.12(a) and Administrative Agent receives a list of newly formed or acquired Unrestricted Subsidiaries in connection with the delivery of each Compliance Certificate delivered to Administrative Agent pursuant to Section 8.3, which Compliance Certificate shall contain a statement that Borrower is in compliance with clause (ii) of the first sentence of Section 8.12(a) (for such purpose the reference to “Restricted Subsidiary’s investment therein; provided that if any subsidiary ” in clause (a ii) of the first sentence of Section 8.12(a) shall be deemed to read “Subject newly formed or acquired Subsidiary”). (c) being designated If, as of any date, the aggregate Recourse Debt of the Unrestricted Subsidiaries (determined on a consolidated basis in accordance with GAAP) exceeds the greater of (a) twenty-five percent (25%) of Consolidated Debt as of such date or (b) $500,000,000, then Borrower shall designate an Unrestricted Subsidiary has a subsidiary that was previously designated as an Unrestricted Subsidiary (the “Previously Designated Unrestricted Subsidiary”) in compliance with the provisions of this Agreement, the Investment of such Subject Subsidiary in such Previously Designated Unrestricted Subsidiary shall not or Subsidiaries to be taken into account, and shall be excluded, in determining whether the Subject Subsidiary may be designated as an Unrestricted Subsidiary hereunder. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (x) such that the incurrence at aggregate Recourse Debt of the time of designation of Indebtedness or Liens of such Subsidiary existing at such time, and (y) a return on any Investment by the applicable Loan Party or Restricted Subsidiary in remaining Unrestricted Subsidiaries does not exceed the greater of (a) twenty-five percent (25%) of Consolidated Debt (including the newly designated Restricted Subsidiary), or (b) $500,000,000. Borrower shall notify Administrative Agent and Lenders of any such designation not later than ten (10) days after the requirement to make such designation arises pursuant to the preceding sentence in an amount equal to sentence, accompanied by the Fair Market Value following documents, each certified by a Responsible Officer of Borrower and setting forth the relevant financial information as at a specified date not earlier than ten (10) days before the effective date of such designation of such Loan Party’s or Restricted Subsidiary’s Investment designation: (X) a statement showing, in such Subsidiary. For the avoidance of doubt, neither a Borrower nor UK Holdco shall be permitted to be an Unrestricted Subsidiary. At any time a Subsidiary is designated as an Unrestricted Subsidiary hereunderreasonable detail, the Borrower Representative shall cause such Tangible Net Worth, the total Debt, and the total assets of the Subsidiary to be designated as an Unrestricted Subsidiary a Restricted Subsidiary, and (or any similar applicable termY) under a Compliance Certificate showing comparative figures for Borrower and the Senior Secured Notes.Restricted Subsidiaries before and after giving effect to such notice of designation and a statement demonstrating, in reasonable detail, compliance with this Section 8.12

Designation of Unrestricted Subsidiaries. The Borrower Representative board of directors (or similar governing body) of Holdings may at any time after the Closing Date designate any Restricted Subsidiary as an Unrestricted Subsidiary and subsequently re-designate or any Unrestricted Subsidiary as a Restricted Subsidiary, if other than for purposes of designating a Restricted Subsidiary as an Unrestricted Subsidiary ; provided that is a Receivables Subsidiary in connection with the establishment of a Qualified Receivables Financing (i) the Interest Coverage Ratio immediately before and after such designation, no Default or Event of UK Holdco Default shall have occurred and the Restricted Subsidiaries for the most recently ended Reference Period preceding be continuing, (ii) such designation or re-complies with Section 9.7, (iii) immediately after giving effect to such designation, as applicablethe Borrower shall be in compliance with the Financial Covenant (whether or not then in effect), would have been, determined on a Pro Forma Basis, at least Basis as of the lesser of (x) 2.00 to 1.00 and (y) the Interest Coverage Ratio as last day of the most recently ended Reference Period fiscal quarter for which financial statements have been delivered pursuant to Section 8.1(a) or (b), as if such designation had occurred on the last day of such fiscal quarter of Holdings, (iv) any Restricted Subsidiary so designated does not own Capital Stock in another Restricted Subsidiary) and (iiv) no Event the status of Default has occurred any such Subsidiary as a Restricted Subsidiary or an Unrestricted Subsidiary shall at all times be the same under this Agreement and is continuing or would result therefromthe Senior Notes Documents. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the applicable Loan Party or Restricted Subsidiary therein at the date of designation in an amount equal to the Fair Market Value fair market value of the applicable Loan Party’s or Restricted Subsidiary’s investment therein; provided that if any subsidiary (a “Subject Subsidiary”) being designated as an Unrestricted Subsidiary has a subsidiary that was previously designated as an Unrestricted Subsidiary (the “Previously Designated Unrestricted Subsidiary”) in compliance with the provisions of this Agreement, the Investment of such Subject Subsidiary in such Previously Designated Unrestricted Subsidiary shall not be taken into account, and shall be excluded, in determining whether the Subject Subsidiary may be designated as an Unrestricted Subsidiary hereunder. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (x) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time, and (y) a return on any Investment by the applicable Loan Party or Restricted Subsidiary in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the Fair Market Value fair market value at the date of such designation of such Loan Party’s or Restricted Subsidiary’s Investment in such Subsidiary. For Notwithstanding the avoidance Table of doubtContents foregoing, neither a Holdings, U.S. Holdings and the Borrower nor UK Holdco shall not be permitted to be an Unrestricted Subsidiary. At any time a Subsidiary is designated as an Unrestricted Subsidiary hereunder, Any such designation by the Borrower Representative shall cause such Subsidiary to be designated as an Unrestricted Subsidiary board of directors (or any similar applicable termgoverning body) under of Holdings shall be evidenced to the Senior Secured NotesAdministrative Agent by promptly filing with the Administrative Agent a copy of the resolution of the board of directors (or similar governing body) of Holdings giving effect to such designation and a certificate of an Authorized Officer of Holdings certifying that such designation complied with the foregoing provisions.

Designation of Unrestricted Subsidiaries. The Borrower Representative Holdings may designate after the Original Issue Date any Subsidiary of Holdings as an "Unrestricted Subsidiary" under this Indenture (a "Designation") only if: (i) no Default or Event of Default shall have occurred and be continuing at the time of or after giving effect to such Designation; and (ii) Holdings would be permitted to make an Investment (other than a Permitted Investment) at the time of such Designation (assuming the effectiveness of such Designation) pursuant to Section 4.04 in an amount (the "Designation Amount") equal to the fair market value of Holdings' proportionate interest in the net worth of such Subsidiary on such date calculated in accordance with GAAP. Neither Holdings nor any Restricted Subsidiary shall at any time after (x) provide credit support for or guarantee any Indebtedness of any Unrestricted Subsidiary (including any undertaking, agreement or instrument evidencing such Indebtedness); provided, that Holdings may pledge equity interests or Indebtedness of any Unrestricted Subsidiary on a nonrecourse basis such that the Closing Date designate pledgee has no claim whatsoever against Holdings other than to obtain such pledged property, (y) be directly or indirectly liable for any Restricted Indebtedness of any Unrestricted Subsidiary or (z) be directly or indirectly liable for any Indebtedness which provides that the 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 occurrence of a default with respect to any Indebtedness of any Unrestricted Subsidiary, except for any nonrecourse guarantee given solely to support the pledge by Holdings of the Capital Stock of any Unrestricted Subsidiary. For purposes of the foregoing, the Designation of a Subsidiary of Holdings as an Unrestricted Subsidiary and subsequently re-designate any Unrestricted Subsidiary as a Restricted Subsidiary, if other than for purposes shall be deemed to include the Designation of designating a Restricted Subsidiary as an Unrestricted Subsidiary that is a Receivables Subsidiary in connection with the establishment of a Qualified Receivables Financing (i) the Interest Coverage Ratio of UK Holdco and the Restricted Subsidiaries for the most recently ended Reference Period preceding such designation or re-designation, as applicable, would have been, on a Pro Forma Basis, at least the lesser of (x) 2.00 to 1.00 and (y) the Interest Coverage Ratio as all of the most recently ended Reference Period and (ii) no Event Subsidiaries of Default has occurred and is continuing or would result therefrom. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the applicable Loan Party or Restricted Subsidiary therein at the date of designation in an amount equal to the Fair Market Value of the applicable Loan Party’s or Restricted Subsidiary’s investment therein; provided that if any subsidiary (a “Subject Subsidiary”) being designated as an Unrestricted Subsidiary has a subsidiary that was previously designated as an Unrestricted Subsidiary (the “Previously Designated Unrestricted Subsidiary”) in compliance with the provisions of this Agreement, the Investment of such Subject Subsidiary in such Previously Designated Unrestricted Subsidiary shall not be taken into account, and shall be excluded, in determining whether the Subject Subsidiary may be designated as an Unrestricted Subsidiary hereunder. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (x) the incurrence at the time of designation of Indebtedness or Liens of such Subsidiary existing at such time, and (y) a return on any Investment by the applicable Loan Party or Restricted Subsidiary in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the Fair Market Value at the date of such designation of such Loan Party’s or Restricted Subsidiary’s Investment in such Subsidiary. For the avoidance of doubt, neither a Borrower nor UK Holdco Any such Designation by Holdings shall be permitted evidenced to be the Trustee by promptly filing with the Trustee a copy of a Board Resolution of Holdings giving effect to such designation and an Unrestricted Subsidiary. At any time a Subsidiary is designated as an Unrestricted Subsidiary hereunder, Officers' Certificate certifying that such designation complied with the Borrower Representative shall cause such Subsidiary to be designated as an Unrestricted Subsidiary (or any similar applicable term) under the Senior Secured Notesforegoing provisions.

Designation of Unrestricted Subsidiaries. The (a) Borrower Representative may at any time after shall have the Closing Date designate option of designating any Restricted Subsidiary as an Unrestricted Subsidiary by giving prior written notice to the Administrative Agent and subsequently re-designate any Lenders (as provided in the next sentence), provided that (i) such designation does not result in an Event of Default or a Potential Default, and (ii) the aggregate of (x) the Recourse Debt of such Restricted Subsidiary (determined as at the date of such designation), and (y) the aggregate Recourse Debt of all other Subsidiaries of Borrower, if any, which Borrower has previously designated as Unrestricted Subsidiaries (determined for each such other Subsidiary as at the date of designation of the new Unrestricted Subsidiary and determined for all such Subsidiaries (including the new Unrestricted Subsidiary) on a consolidated basis in accordance with GAAP) does not exceed the greater of (a) twenty-five percent (25%) of Consolidated Debt (determined as at the date of such designation) excluding the Restricted Subsidiary to be so designated, or (b) $750,000,000. Each notice of designation delivered pursuant to the preceding sentence shall be accompanied by the following documents, each certified by a Responsible Officer of Borrower and setting forth the relevant financial information as at a specified date not earlier than ten (10) days before the effective date of such designation: (X) a statement showing, in reasonable detail, the Tangible Net Worth, the total Debt, and the total assets of each Restricted SubsidiarySubsidiary the subject of such notice of designation; and (Y) a Compliance Certificate showing comparative figures for Borrower and the Restricted Subsidiaries before and after giving effect to such notice of designation and a statement demonstrating, if other than for purposes in reasonable detail, compliance with clause (ii) of designating the first sentence of this Section 8.12(a). Any attempted designation by Borrower of a Restricted Subsidiary as an Unrestricted Subsidiary that is a Receivables Subsidiary other than in connection compliance with the establishment limitations contained in this Section 8.12(a) shall be ineffective as fully as if such attempted designation had never occurred. (b) Borrower shall have the option of a Qualified Receivables Financing (i) the Interest Coverage Ratio of UK Holdco and the Restricted Subsidiaries for the most recently ended Reference Period preceding such designation designating any newly formed or re-designation, as applicable, would have been, on a Pro Forma Basis, at least the lesser of (x) 2.00 to 1.00 and (y) the Interest Coverage Ratio as of the most recently ended Reference Period and (ii) no Event of Default has occurred and is continuing or would result therefrom. The designation of any Restricted acquired Subsidiary as an Unrestricted Subsidiary after so long as such designation complies with the Closing Date shall constitute an Investment by the applicable Loan Party or Restricted Subsidiary therein at the date of designation in an amount equal to the Fair Market Value requirements of the applicable Loan Party’s proviso in the first sentence of Section 8.12(a) and Administrative Agent receives a list of newly formed or acquired Unrestricted Subsidiaries in connection with the delivery of each Compliance Certificate delivered to Administrative Agent pursuant to Section 8.3, which Compliance Certificate shall contain a statement that Borrower is in compliance with clause (ii) of the first sentence of Section 8.12(a) (for such purpose the reference to “Restricted Subsidiary’s investment therein; provided that if any subsidiary ” in clause (a ii) of the first sentence of Section 8.12(a) shall be deemed to read “Subject newly formed or acquired Subsidiary”). (c) being designated If, as of any date, the aggregate Recourse Debt of the Unrestricted Subsidiaries (determined on a consolidated basis in accordance with GAAP) exceeds the greater of (a) twenty-five percent (25%) of Consolidated Debt as of such date or (b) $750,000,000, then Borrower shall designate an Unrestricted Subsidiary has a subsidiary that was previously designated as an Unrestricted Subsidiary (the “Previously Designated Unrestricted Subsidiary”) in compliance with the provisions of this Agreement, the Investment of such Subject Subsidiary in such Previously Designated Unrestricted Subsidiary shall not or Subsidiaries to be taken into account, and shall be excluded, in determining whether the Subject Subsidiary may be designated as an Unrestricted Subsidiary hereunder. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (x) such that the incurrence at aggregate Recourse Debt of the time of designation of Indebtedness or Liens of such Subsidiary existing at such time, and (y) a return on any Investment by the applicable Loan Party or Restricted Subsidiary in remaining Unrestricted Subsidiaries does not exceed the greater of (a) twenty-five percent (25%) of Consolidated Debt (including the newly designated Restricted Subsidiary), or (b) $750,000,000. Borrower shall notify Administrative Agent and Lenders of any such designation not later than ten (10) days after the requirement to make such designation arises pursuant to the preceding sentence in an amount equal to sentence, accompanied by the Fair Market Value following documents, each certified by a Responsible Officer of Borrower and setting forth the relevant financial information as at a specified date not earlier than ten (10) days before the effective date of such designation of such Loan Party’s or Restricted Subsidiary’s Investment designation: (X) a statement showing, in such Subsidiary. For the avoidance of doubt, neither a Borrower nor UK Holdco shall be permitted to be an Unrestricted Subsidiary. At any time a Subsidiary is designated as an Unrestricted Subsidiary hereunderreasonable detail, the Borrower Representative shall cause such Tangible Net Worth, the total Debt, and the total assets of the Subsidiary to be designated as an Unrestricted Subsidiary a Restricted Subsidiary, and (or any similar applicable termY) under a Compliance Certificate showing comparative figures for Borrower and the Senior Secured NotesRestricted Subsidiaries before and after giving effect to such notice of designation and a statement demonstrating, in reasonable detail, compliance with this Section 8.12(c).

Designation of Unrestricted Subsidiaries. The Borrower Representative may at any time after the Closing Date designate any Restricted Subsidiary as an Unrestricted Subsidiary and subsequently re-designate any Unrestricted Subsidiary as a Restricted Subsidiary, Subsidiary if other than for purposes of designating a Restricted Subsidiary as an Unrestricted Subsidiary that is a Receivables Subsidiary in connection with the establishment of a Qualified Receivables Financing (i) the Interest Coverage Ratio of UK Holdco and the Restricted Subsidiaries for the most recently ended Reference Period preceding such designation no Default or re-designation, as applicable, would have been, on a Pro Forma Basis, at least the lesser of (x) 2.00 to 1.00 and (y) the Interest Coverage Ratio as of the most recently ended Reference Period and (ii) no Event of Default has occurred and is continuing or would result therefrom. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the applicable Loan Party or Restricted Subsidiary therein at the date of designation in an amount equal to the Fair Market Value of the applicable Loan Party’s or Restricted Subsidiary’s investment therein; provided that if any subsidiary (a “Subject Subsidiary”) being designated as an Unrestricted Subsidiary has a subsidiary that was previously designated as an Unrestricted Subsidiary (the “Previously Designated Unrestricted Subsidiary”) in compliance with the provisions of this Agreement, the Investment of such Subject Subsidiary in such Previously Designated Unrestricted Subsidiary shall not be taken into account, and shall be excluded, in determining whether the Subject Subsidiary may be designated as an Unrestricted Subsidiary hereunder. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (x) the incurrence Incurrence at the time of designation of Indebtedness or Liens of such Subsidiary existing at such time, and (y) a return on any Investment by the applicable Loan Party or Restricted Subsidiary in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the Fair Market Value at the date of such designation of such Loan Party’s or Restricted Subsidiary’s Investment in such Subsidiary. For the avoidance of doubt, neither a Borrower nor UK Holdco Holdings nor any direct or indirect Subsidiary of Holdings that is a direct or indirect parent company of a Borrower shall be permitted to be an Unrestricted Subsidiary. At any time a Subsidiary is designated as an Unrestricted Subsidiary hereunder, the Borrower Representative shall cause such Subsidiary to be designated as an Unrestricted Subsidiary (or any similar applicable term) under the Senior Secured NotesFirst Lien Bank Facilities and the Second Lien Facilities and any Indebtedness permitted under Section 7.2 that constitutes First Lien Obligations and is in a principal amount in excess of the greater of $35,000,000 and 23.0% of Consolidated EBITDA, calculated on a Pro Forma Basis as of the most recently ended Test Period.

Designation of Unrestricted Subsidiaries. The Borrower Representative Borrower’s Agent may at any time after the Closing Date designate any Restricted Subsidiary (other than a Loan Party) as an Unrestricted Subsidiary and subsequently re-designate or any Unrestricted Subsidiary as a Restricted Subsidiary, if other than for purposes of designating a Restricted Subsidiary as an Unrestricted Subsidiary ; provided that is a Receivables Subsidiary in connection with the establishment of a Qualified Receivables Financing (i) the Interest Coverage Ratio of UK Holdco immediately before and the Restricted Subsidiaries for the most recently ended Reference Period preceding after such designation or re-designation, as applicableno Default shall have occurred and be continuing, would have been(ii) immediately after giving effect to such designation, Company shall be in compliance with the covenants set forth in subsections 6.3 and 6.6, determined on a Pro Forma Basis, at least Basis as of the lesser of (x) 2.00 to 1.00 and (y) the Interest Coverage Ratio as last day of the most recently ended Reference Period and fiscal quarter, in each case, as if such designation had occurred on the last day of such fiscal quarter of Company and, as a condition precedent to the effectiveness of any such designation, the Company shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance, (iiiii) no Event Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary, (iv) the Company shall cause each Unrestricted Subsidiary to simultaneously be designated as an “Unrestricted Subsidiary” under the Existing Xxxxx-Xxxxxxxx Senior Unsecured Notes, any Permitted Secured Debt, any Permitted Unsecured Debt, any Permitted European Senior Debt or any other Indebtedness the terms of Default has occurred and is continuing or would result therefromwhich permits a similar designation. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the applicable Loan Party or Restricted Subsidiary therein at the date of designation in an amount equal to the Fair Market Value fair market value of the applicable Loan Party’s or Restricted Subsidiary’s investment therein; provided that if any subsidiary (a “Subject Subsidiary”) being designated as an Unrestricted Subsidiary has a subsidiary that was previously designated as an Unrestricted Subsidiary (the “Previously Designated Unrestricted Subsidiary”) in compliance with the provisions of this Agreement, the Investment of such Subject Subsidiary in such Previously Designated Unrestricted Subsidiary shall not be taken into account, and shall be excluded, in determining whether the Subject Subsidiary may be designated as an Unrestricted Subsidiary hereunder. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (x) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time, and (y) a return on any Investment by the applicable Loan Party or Restricted Subsidiary in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the Fair Market Value fair market value at the date of such designation of such Loan Party’s or Restricted Subsidiary’s Investment in such Subsidiary. For Notwithstanding the avoidance of doubtforegoing, neither a no existing or future Borrower nor UK Holdco shall be permitted to be an Unrestricted Subsidiary. At any time a Subsidiary is designated as an Unrestricted Subsidiary hereunder, the Borrower Representative shall cause such Subsidiary to be designated as an Unrestricted Subsidiary (or any similar applicable term) under the Senior Secured Notes.

Designation of Unrestricted Subsidiaries. The Borrower Representative may So long as no Default has occurred and is continuing, at any time after the Closing Date option of the Borrower, designate any Restricted Subsidiary as an Unrestricted Subsidiary and subsequently re-designate or any Unrestricted Subsidiary as a Restricted Subsidiary, if other than for purposes ; provided that (i) in the case of designating a Restricted Subsidiary as an Unrestricted Subsidiary that is a Receivables Subsidiary in connection with the establishment of a Qualified Receivables Financing (i) the Interest Coverage Ratio of UK Holdco and the Restricted Subsidiaries for the most recently ended Reference Period preceding such designation or re-designation, as applicable, would have beenSubsidiary, on a Pro Forma Basis, at least the lesser of (xBorrower shall be in compliance with Section 7.11(i) 2.00 to 1.00 and (y) the Interest Coverage Ratio as of for the most recently ended Reference Measurement Period and for which financial statements have been delivered pursuant to Section 6.01, (ii) no Event of Default has occurred and is continuing or would result therefrom. The the designation of any Restricted a Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the applicable Loan Party or Restricted Subsidiary Borrower therein at the date of designation in an amount equal to the Fair Market Value net book value of the applicable Loan PartyBorrower’s or Restricted Investment in such Subsidiary and, at the time of such designation, the aggregate amount of Investments made as a result of designations of Subsidiaries as Unrestricted Subsidiaries pursuant to this Section 6.15 shall be subject to compliance with Section 7.03 and (iii) no Subsidiary may be re-designated an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary’s investment therein; provided that if any subsidiary (. Upon the effectiveness of the designation of a “Subject Subsidiary”) being designated Subsidiary as an Unrestricted Subsidiary, such Unrestricted Subsidiary has shall for all purposes be deemed not to be a subsidiary “Subsidiary” under and pursuant to this Agreement or any other Loan Document, unless and until such time, if ever, as it is re-designated to be a Subsidiary as herein provided. Upon the effectiveness of the designation of a Subsidiary that was previously designated is a Guarantor as an Unrestricted Subsidiary, such Subsidiary (shall cease to be a Guarantor, and it shall be released from the “Previously Designated Unrestricted Subsidiary”) in compliance with the provisions of this AgreementGuaranty, the Investment of Security Agreement and any other Loan Document to which it is a party (and the Administrative Agent shall take the actions required by Section 9.10 to effect such Subject Subsidiary in such Previously Designated Unrestricted Subsidiary shall not be taken into account, and shall be excluded, in determining whether the Subject Subsidiary may be designated as an Unrestricted Subsidiary hereunderrelease). The re-designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (x) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time; provided that, by way of clarification and (y) a return on any Investment by the applicable Loan Party or Restricted Subsidiary in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the Fair Market Value at the date of not limitation, such designation of such Loan Party’s or Restricted Subsidiary’s Investment in such Subsidiary. For the avoidance of doubt, neither a Borrower nor UK Holdco shall not be permitted construed to be an Unrestricted Subsidiary. At any time a acquisition by the Borrower or the Subsidiary that is designated as an the parent of such Unrestricted Subsidiary hereunderfor the purposes of Section 7.03. Upon the effectiveness of re-designation of any Unrestricted Subsidiary as a Subsidiary, the Borrower Representative shall cause such Subsidiary shall be subject to be designated as an Unrestricted Subsidiary (or any similar applicable term) under the Senior Secured Notesrequirements of Section 6.17.

Designation of Unrestricted Subsidiaries. (a) The Borrower Representative Company may at any time designate after the Closing Issue Date designate any Restricted Subsidiary of the Company as an "Unrestricted Subsidiary and subsequently re-designate any Unrestricted Subsidiary as Subsidiary" under this Indenture (a Restricted Subsidiary, if other than for purposes of designating a Restricted Subsidiary as an Unrestricted Subsidiary that is a Receivables Subsidiary in connection with the establishment of a Qualified Receivables Financing "DESIGNATION") only if: (i) no Default or Event of Default shall have occurred and be continuing at the Interest time of or after giving effect to such Designation; (ii) at the time of and after giving effect to such Designation, the Company could Incur $1.00 of additional Indebtedness (other than Permitted Indebtedness) under the Consolidated Coverage Ratio of UK Holdco and the Restricted Subsidiaries for the most recently ended Reference Period preceding such designation or re-designation, as applicable, would have been, on a Pro Forma Basis, at least the lesser first paragraph of Section 4.04; and (x) 2.00 to 1.00 and (yiii) the Interest Coverage Ratio as of the most recently ended Reference Period and (ii) no Event of Default has occurred and is continuing or Company would result therefrom. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute be permitted to make an Investment by the applicable Loan Party or Restricted Subsidiary therein (other than a Permitted Investment) at the date time of designation Designation (assuming the effectiveness of such Designation) pursuant to the first paragraph of Section 4.06 in an amount (the "DESIGNATION AMOUNT") equal to the Fair Market Value of the applicable Loan Party’s or Restricted Subsidiary’s investment therein; provided that if any subsidiary (a “Subject Subsidiary”) being designated as an Unrestricted Subsidiary has a subsidiary that was previously designated as an Unrestricted Subsidiary (Company's proportionate interest in the “Previously Designated Unrestricted Subsidiary”) in compliance with the provisions of this Agreement, the Investment of such Subject Subsidiary in such Previously Designated Unrestricted Subsidiary shall not be taken into account, and shall be excluded, in determining whether the Subject Subsidiary may be designated as an Unrestricted Subsidiary hereunder. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (x) the incurrence at the time of designation of Indebtedness or Liens net worth of such Subsidiary existing at on such time, and (y) a return on any Investment by the applicable Loan Party or Restricted Subsidiary in Unrestricted Subsidiaries pursuant to the preceding sentence date in an amount equal to the excess of (x) the total assets of such Subsidiary, valued on an aggregate basis at Fair Market Value at Value, over (y) the date total liabilities of such designation Subsidiary, determined in accordance with GAAP. Neither the Company nor any Restricted Subsidiary shall at any time (x) provide credit support for, subject any of its property or assets (other than the Equity Interests of any Unrestricted Subsidiary) to the satisfaction of, or guarantee, any Indebtedness of any Unrestricted Subsidiary (including any undertaking, agreement or instrument evidencing such Loan Party’s Indebtedness), (y) be directly or Restricted indirectly liable for any Indebtedness of any Unrestricted Subsidiary’s Investment in such Subsidiary. For , or (z) be directly or indirectly liable for any Indebtedness which provides that the avoidance holder thereof may (upon notice, lapse of doubt, neither time or both) declare a Borrower nor UK Holdco shall be permitted default thereon or cause the payment thereof to be an accelerated or payable prior to its final scheduled maturity upon the occurrence of a default with respect to any Indebtedness of any Unrestricted Subsidiary, except for any non-recourse guarantee given solely to support the pledge by the Company or any Restricted Subsidiary of the capital stock of any Unrestricted Subsidiary. At All Subsidiaries of Unrestricted Subsidiaries shall be automatically deemed to be Unrestricted Subsidiaries. (b) The Company may revoke any time Designation of a Subsidiary is designated as an Unrestricted Subsidiary hereunder(a "REVOCATION") if: (i) no Default or Event of Default shall have occurred and be continuing at the time of and after giving effect to such Revocation; (ii) all Liens and Indebtedness of such Unrestricted Subsidiary outstanding immediately following such Revocation would, if Incurred at such time, have been permitted to be Incurred for all purposes of this Indenture; and (iii) any transaction (or series of related transactions) between such Subsidiary and any of its Affiliates that occurred while such Subsidiary was an Unrestricted Subsidiary would be permitted by Section 4.03 as if such transaction (or series of related transactions) had occurred at the time of such Revocation. Upon the effectiveness of any such Revocation, the Borrower Representative Company shall cause such Subsidiary to become a Guarantor pursuant to and in accordance with Section 4.19. All Designations and Revocations must be designated as an Unrestricted Subsidiary (or any similar applicable term) under evidenced by Board Resolutions of the Senior Secured NotesCompany, delivered to the Trustee certifying compliance with the foregoing provisions.

Designation of Unrestricted Subsidiaries. The board of directors of the Lead Borrower Representative may may, at any time after the Closing Date First Amendment Effective Date, designate any Restricted Subsidiary of the Lead Borrower as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary (a “Subsidiary Designation”); provided that (i) immediately before and after such designation, no Event of Default shall have occurred and be continuing, (ii) immediately before and 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 Lead Borrower shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating satisfaction thereof), (iii) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it is a “restricted subsidiary” immediately after giving effect to any such designation hereunder for purposes of any documentation governing Permitted Indebtedness, (iv) in the case of a designation of a Restricted Subsidiary as an Unrestricted Subsidiary, such Subsidiary and subsequently re-designate any to be so designated shall satisfy all of the requirements of an “Unrestricted Subsidiary” as set forth in the definition thereof, (v) in the case of a designation of an Unrestricted Subsidiary as a Restricted Subsidiary, if on the date of such designation, all representations and warranties herein and in the other than for purposes Loan Documents shall be true and correct in all material respects (without duplication of designating any “materiality” qualifiers set forth therein) with the same effect as though such representations and warranties had been made on and as of the date of such designation (both before and after giving effect thereto), unless stated to relate to a specific earlier date, in which case such representations and warranties shall be true and correct in all material respects (without duplication of any “materiality” qualifiers set forth therein) as of such earlier date and (vi) until the Term Loan Financing Facility (and any Permitted Refinancings thereof) has been paid in full, the status of any such Subsidiary as a Restricted Subsidiary as or an Unrestricted Subsidiary that is a Receivables Subsidiary in connection with shall at all times be the establishment of a Qualified Receivables Financing (i) the Interest Coverage Ratio of UK Holdco same under this Agreement and the Restricted Subsidiaries for the most recently ended Reference Period preceding such designation or re-designation, as applicable, would have been, on a Pro Forma Basis, at least the lesser of (x) 2.00 to 1.00 and (y) the Interest Coverage Ratio as of the most recently ended Reference Period and (ii) no Event of Default has occurred and is continuing or would result therefromTerm Loan Financing Facility. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Closing First Amendment Effective Date shall constitute an Investment (in a non-Subsidiary) by the applicable Loan Party or and its respective Restricted Subsidiary Subsidiaries therein at the date of designation in an amount equal to the Fair Market Value fair market value of all outstanding Investments owned by the applicable Loan Party’s or Lead Borrower and its Restricted Subsidiary’s investment therein; provided Subsidiaries in the respective Subsidiary at the time that if any subsidiary (a “Subject Subsidiary”) being such Subsidiary is designated as an Unrestricted Subsidiary has a subsidiary that was previously designated as an Unrestricted Subsidiary (the “Previously Designated Unrestricted Subsidiary”) in compliance with the provisions of this Agreement, the Investment of such Subject Subsidiary in such Previously Designated Unrestricted Subsidiary shall not be taken into account, and shall be excluded, in determining whether the Subject Subsidiary may be designated as an Unrestricted Subsidiary hereunder. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (x) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time, and (y) a return on any Investment by the applicable Loan Party or Restricted Subsidiary in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the Fair Market Value fair market value at the date of such designation of such Loan Party’s or Restricted Subsidiary’s Investment in such Subsidiary. For Each Unrestricted Subsidiary has entered into a tax sharing agreement with the avoidance Parent, or will enter into such an agreement upon becoming an Unrestricted Subsidiary, requiring such Unrestricted Subsidiary to pay the amount of doubttax the Unrestricted Subsidiary would be required to pay in respect of federal, neither state, provincial, municipal and local income taxes for such Fiscal Year were the Unrestricted Subsidiary to pay such taxes on a Borrower nor UK Holdco shall standalone basis. Notwithstanding the foregoing, none of the Borrowers may be permitted to be designated as an Unrestricted Subsidiary. At Any Subsidiary Designation by the board of directors of the Lead Borrower shall be (x) evidenced to the Administrative Agent by promptly filing with each Agent a copy of the resolution of the board of directors of the Lead Borrower giving effect to such designation and a certificate of a Responsible Officer of the Lead Borrower certifying that such designation complied with the foregoing provisions, and containing the calculations of compliance (in reasonable detail) with preceding clause (ii), and (y) if any time a Subsidiary is assets of any Person designated as an Unrestricted Subsidiary hereunder, the Borrower Representative shall cause pursuant to such Subsidiary Designation had been included in the Borrowing Base immediately prior to be designated as such Subsidiary Designation, accompanied by an Unrestricted Subsidiary (or any similar applicable term) under updated Borrowing Base Certificate showing the Senior Secured NotesBorrowing Base after giving effect to the elimination therefrom of such assets.

Designation of Unrestricted Subsidiaries. The Borrower Representative Holdings may designate after the Issue Date any Subsidiary of Holdings as an "Unrestricted Subsidiary" under this Indenture (a "Designation") only if: (i) no Default or Event of Default shall have occurred and be continuing at the time of or after giving effect to such Designation; and (ii) Holdings would be permitted to make an Investment (other than a Permitted Investment) at the time of such Designation (assuming the effectiveness of such Designation) pursuant to Section 4.04 in an amount (the "Designation Amount") equal to the fair market value of Holdings' proportionate interest in the net worth of such Subsidiary on such date calculated in accordance with GAAP. Neither Holdings nor any Restricted Subsidiary shall at any time after (x) provide credit support for or guarantee any Indebtedness of any Unrestricted Subsidiary (including any undertaking, agreement or instrument evidencing such Indebtedness); provided, that Holdings may pledge equity interests or Indebtedness of any Unrestricted Subsidiary on a nonrecourse basis such that the Closing Date designate pledgee has no claim whatsoever against Holdings other than to obtain such pledged property, (y) be directly or indirectly liable for any Restricted Indebtedness of any Unrestricted Subsidiary or (z) be directly or indirectly liable for any Indebtedness which provides that the 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 occurrence of a default with respect to any Indebtedness of any Unrestricted Subsidiary, except for any nonrecourse guarantee given solely to support the pledge by Holdings of the Capital Stock of any Unrestricted Subsidiary. For purposes of the foregoing, the Designation of a Subsidiary of Holdings as an Unrestricted Subsidiary and subsequently re-designate any Unrestricted Subsidiary as a Restricted Subsidiary, if other than for purposes shall be deemed to include the Designation of designating a Restricted Subsidiary as an Unrestricted Subsidiary that is a Receivables Subsidiary in connection with the establishment of a Qualified Receivables Financing (i) the Interest Coverage Ratio of UK Holdco and the Restricted Subsidiaries for the most recently ended Reference Period preceding such designation or re-designation, as applicable, would have been, on a Pro Forma Basis, at least the lesser of (x) 2.00 to 1.00 and (y) the Interest Coverage Ratio as all of the most recently ended Reference Period and (ii) no Event Subsidiaries of Default has occurred and is continuing or would result therefrom. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the applicable Loan Party or Restricted Subsidiary therein at the date of designation in an amount equal to the Fair Market Value of the applicable Loan Party’s or Restricted Subsidiary’s investment therein; provided that if any subsidiary (a “Subject Subsidiary”) being designated as an Unrestricted Subsidiary has a subsidiary that was previously designated as an Unrestricted Subsidiary (the “Previously Designated Unrestricted Subsidiary”) in compliance with the provisions of this Agreement, the Investment of such Subject Subsidiary in such Previously Designated Unrestricted Subsidiary shall not be taken into account, and shall be excluded, in determining whether the Subject Subsidiary may be designated as an Unrestricted Subsidiary hereunder. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (x) the incurrence at the time of designation of Indebtedness or Liens of such Subsidiary existing at such time, and (y) a return on any Investment by the applicable Loan Party or Restricted Subsidiary in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the Fair Market Value at the date of such designation of such Loan Party’s or Restricted Subsidiary’s Investment in such Subsidiary. For the avoidance of doubt, neither a Borrower nor UK Holdco Any such Designation by Holdings shall be permitted evidenced to be the Trustee by promptly filing with the Trustee a copy of a Board Resolution of Holdings giving effect to such designation and an Unrestricted Subsidiary. At any time a Subsidiary is designated as an Unrestricted Subsidiary hereunder, Officers' Certificate certifying that such designation complied with the Borrower Representative shall cause such Subsidiary to be designated as an Unrestricted Subsidiary (or any similar applicable term) under the Senior Secured Notesforegoing provisions.

Designation of Unrestricted Subsidiaries. The Borrower Representative Borrowers’ Agent may at any time after the Closing Date designate any Restricted Subsidiary (other than a Loan Party) as an Unrestricted Subsidiary and subsequently re-designate or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (a) immediately before and after such designation, if other than for purposes no Unmatured Event of designating a Restricted Subsidiary as an Unrestricted Subsidiary that is a Receivables Subsidiary Default or Event of Default shall have occurred and be continuing, (b) immediately after giving effect to such designation, Company shall be in connection compliance with the establishment of a Qualified Receivables Financing (i) the Interest Coverage Ratio of UK Holdco covenants set forth in Sections 8.3 and the Restricted Subsidiaries for the most recently ended Reference Period preceding such designation or re-designation9.1, as applicable, would have been, determined on a Pro Forma Basis, at least Basis as of the lesser of (x) 2.00 to 1.00 and (y) the Interest Coverage Ratio as last day of the most recently ended Reference Period fiscal quarter, in each case, as if such designation had occurred on the last day of such fiscal quarter of Company and, as a condition precedent to the effectiveness of any such designation, Company shall deliver to Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance, (c) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary and (iid) no Event Company shall cause each Unrestricted Subsidiary to simultaneously be designated as an “Unrestricted Subsidiary” under the Existing Oxxxx-Xxxxxxxx Senior Unsecured Notes, any Permitted Secured Debt, any Permitted Unsecured Debt, any Permitted European Senior Debt or any other Indebtedness the terms of Default has occurred and is continuing or would result therefromwhich permits a similar designation. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the applicable Loan Party or Restricted Subsidiary therein at the date of designation in an amount equal to the Fair Market Value fair market value of the applicable Loan Party’s or Restricted Subsidiary’s investment therein; provided that if any subsidiary (a “Subject Subsidiary”) being designated as an Unrestricted Subsidiary has a subsidiary that was previously designated as an Unrestricted Subsidiary (the “Previously Designated Unrestricted Subsidiary”) in compliance with the provisions of this Agreement, the Investment of such Subject Subsidiary in such Previously Designated Unrestricted Subsidiary shall not be taken into account, and shall be excluded, in determining whether the Subject Subsidiary may be designated as an Unrestricted Subsidiary hereunder. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (x) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time, and (y) a return on any Investment by the applicable Loan Party or Restricted in such Unrestricted Subsidiary in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the Fair Market Value fair market value at the date of such designation of such Loan Party’s or Restricted Subsidiary’s Investment in such Subsidiary. For Notwithstanding the avoidance of doubtforegoing, neither a no existing or future Borrower nor UK Holdco shall be permitted to be an Unrestricted Subsidiary. At any time a Subsidiary is designated as an Unrestricted Subsidiary hereunder, the Borrower Representative shall cause such Subsidiary to be designated as an Unrestricted Subsidiary (or any similar applicable term) under the Senior Secured Notes.

Designation of Unrestricted Subsidiaries. The Borrower Representative Company may at any time after the Closing Date designate any Restricted Subsidiary as an Unrestricted Subsidiary and subsequently re-designate or any Unrestricted Subsidiary as a Restricted Subsidiary by written notice to the Administrative Agent; provided that (i) immediately before and after such designation, no Event of Default shall have occurred and be continuing, (ii) immediately after giving effect to such designation, the Payment Conditions shall be satisfied on a pro forma basis, (iii) in the case of any Borrower designated as an Unrestricted Subsidiary, if other than all Loans outstanding to such Borrower shall be repaid in full in casecash and all Letters of Credit issued for purposes the account of designating a Restricted such Borrower shall have expired or been terminated, (iv) in the case of the designation of any Subsidiary as an Unrestricted Subsidiary that is a Receivables Subsidiary in connection with the establishment of a Qualified Receivables Financing (i) the Interest Coverage Ratio of UK Holdco and the Restricted Subsidiaries for the most recently ended Reference Period preceding Subsidiary, such designation or re-designation, as applicable, would have been, on a Pro Forma Basis, at least the lesser of (x) 2.00 to 1.00 and (y) the Interest Coverage Ratio as of the most recently ended Reference Period and (ii) no Event of Default has occurred and is continuing or would result therefrom. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the applicable Loan Party or Restricted in such Unrestricted Subsidiary therein at the date of designation in (calculated as an amount equal to the Fair Market Value aggregate fair market value of all outstanding Investments owned by the applicable Loan Party’s or Company and its Restricted Subsidiary’s investment therein; provided that if any subsidiary (a “Subject Subsidiary”) being designated as an Unrestricted Subsidiary has a subsidiary that was previously designated as an Unrestricted Subsidiary (the “Previously Designated Unrestricted Subsidiary”) in compliance with the provisions of this Agreement, the Investment of such Subject Subsidiary Subsidiaries in such Previously Designated Unrestricted Subsidiary shall not be taken into accountSubsidiary), and such Investment shall be excludedpermitted under Section 10.05,[reserved], in determining whether the Subject (v) no Subsidiary may be designated as an Unrestricted Subsidiary hereunderif it is a “Restricted Subsidiary” for the purpose of (I) the Senior Notes Indenture, or (II) any other debt instrument of the Company or any Restricted Subsidiary, in each case of this clausesubclause (II), with a principal amount in excess of the Threshold Amount, (vi) immediatelywithin 30 days (or such later date as the Administrative Agreement may agree in its sole discretion) after giving effect to the designation of an Unrestricted Subsidiary as a Restricted Subsidiary, the Company shall comply with the provisions of Section 9.12 with respect to such designated Restricted Subsidiary, (vii) no Restricted Subsidiary may be a Subsidiary of an Unrestricted Subsidiary, (viii) in the case of the designation of any Subsidiary as an Unrestricted Subsidiary, no recourse whatsoever (whether by contract or by operation of law or otherwise) may be had to the Company or any Restricted Subsidiary or any of their respective properties or assets for any obligations of such Unrestricted Subsidiary except as permitted by Section 10.05 and (ix) the Company shall have delivered to the Administrative Agent and each Lender a certificate executed by its chief financial officer or treasurer, certifying, to the best of such officer’s knowledge, compliance with the requirements of the preceding clauses (i) through (vii), inclusive, and containing the calculations (in reasonable detail) required by the preceding clause (ii). The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (xA) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time, time and (yB) a return on any Investment by the applicable Loan Party or Restricted Subsidiary Company in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the Fair Market Value fair market value at the date of such designation of such Loan Party’s or Restricted Subsidiarythe Company’s Investment in such Subsidiary. For the avoidance of doubt, neither a Borrower nor UK Holdco shall be permitted to be an Unrestricted Subsidiary. At any time a Subsidiary is designated as an Unrestricted Subsidiary hereunder, the Borrower Representative shall cause such Subsidiary to be designated as an Unrestricted Subsidiary (or any similar applicable term) under the Senior Secured Notes.

Designation of Unrestricted Subsidiaries. The Borrower Representative may at any time after On the Closing Date designate any Restricted Subsidiary as an Unrestricted Subsidiary Separation Date, each of CNXC and subsequently re-designate any Unrestricted Subsidiary as a Restricted Subsidiary, if other than for purposes of designating a Restricted Subsidiary as an Unrestricted Subsidiary that is a Receivables Subsidiary in connection with the establishment of a Qualified Receivables Financing (i) the Interest Coverage Ratio of UK Holdco and the Restricted its Subsidiaries for the most recently ended Reference Period preceding such designation or re-designation, as applicable, would have been, on a Pro Forma Basis, at least the lesser of (x) 2.00 to 1.00 and (y) the Interest Coverage Ratio as of the most recently ended Reference Period and (ii) no Event of Default has occurred and is continuing or would result therefrom. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the applicable Loan Party or Restricted Subsidiary therein at the date of designation in an amount equal to the Fair Market Value of the applicable Loan Party’s or Restricted Subsidiary’s investment therein; provided that if any subsidiary (a “Subject Subsidiary”) being designated as an Unrestricted Subsidiary has a subsidiary that was previously designated as an Unrestricted Subsidiary (the “Previously Designated Unrestricted Subsidiary”) in compliance with the provisions of this Agreement, the Investment of such Subject Subsidiary in such Previously Designated Unrestricted Subsidiary shall not will be taken into account, and shall be excluded, in determining whether the Subject Subsidiary may be designated as an Unrestricted Subsidiary hereunder. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (x) the incurrence at the time of designation of Indebtedness or Liens of such Subsidiary existing at such time, and (y) a return on any Investment by the applicable Loan Party or Restricted Subsidiary in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the Fair Market Value at the date of such designation of such Loan Party’s or Restricted Subsidiary’s Investment in such Subsidiary. For the avoidance of doubt, neither a Borrower nor UK Holdco shall be permitted deemed to be an Unrestricted SubsidiarySubsidiary without further action. At After the Separation Date, the Board of Directors of the Company may designate any time other Restricted Subsidiary to be an Unrestricted Subsidiary if that designation would not cause a Default. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary hereunderSubsidiary, the Borrower Representative shall cause such aggregate Fair Market Value of all outstanding Investments owned by the Company and its Restricted Subsidiaries in the Subsidiary designated as Unrestricted will be deemed to be designated either an Investment made as of the time of the designation that will reduce the amount available for Restricted Payments under Section 3.3 or represent a Permitted Investment under one or more clauses of the definition of Permitted Investments, as determined by the Company. That designation will only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. Any designation of a Subsidiary of the Company as an Unrestricted Subsidiary will be evidenced to the Trustee by filing with the Trustee a copy of a resolution of the Board of Directors giving effect to such designation and an Officers’ Certificate certifying that such designation complied with the preceding conditions and was permitted by Section 3.3. 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 Indenture and any Indebtedness of such Subsidiary will be deemed to be incurred by a Restricted Subsidiary of the Company as of such date and, if such Indebtedness is not permitted to be incurred as of such date under Section 3.2. The Board of Directors of the Company may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of the Company; provided that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Company of any outstanding Indebtedness of such Unrestricted Subsidiary, and such designation will only be permitted if (1) such Indebtedness is permitted under Section 3.2, calculated on a pro forma basis as if such designation had occurred at the beginning of the applicable reference period; and (2) no Default or any similar applicable term) under the Senior Secured NotesEvent of Default would be in existence following such designation.

Designation of Unrestricted Subsidiaries. The Borrower Representative Company may designate after the Issue Date any Subsidiary of the Company as an "Unrestricted Subsidiary" under this Supplemental Indenture (a "Designation") only if: (i) no Default or Event of Default shall have occurred and be continuing at the time of or after giving effect to such Designation; (ii) at the time of and after giving effect to such Designation, the Company could Incur $1.00 of additional Indebtedness (other than Permitted Indebtedness) under the Consolidated Fixed Charge Coverage Ratio of the first paragraph of Section 3.4(a); and (iii) the Company would be permitted to make an Investment (other than a Permitted Investment) at the time of Designation (assuming the effectiveness of such Designation) pursuant to Section 3.5(a) in an amount (the "Designation Amount") equal to the amount of the Company's Investment in such Subsidiary on such date. Neither the Company nor any Restricted Subsidiary shall at any time after (x) provide credit support for, subject any of its property or assets (other than the Closing Date designate Capital Stock of any Restricted Unrestricted Subsidiary) to the satisfaction of, or guarantee, any Indebtedness of any Unrestricted Subsidiary (including any undertaking, agreement or instrument evidencing such Indebtedness) or (y) be directly or indirectly liable for any Indebtedness of any Unrestricted Subsidiary. For purposes of the foregoing, the Designation of a Subsidiary of the Company as an Unrestricted Subsidiary shall be deemed to include the Designation of all of the Subsidiaries of such Subsidiary. The Company may revoke any Designation of a Subsidiary as an Unrestricted Subsidiary and subsequently re-designate any Unrestricted Subsidiary as (a Restricted Subsidiary, if other than for purposes of designating a Restricted Subsidiary as an Unrestricted Subsidiary that is a Receivables Subsidiary in connection with the establishment of a Qualified Receivables Financing "Revocation") only if: (i) the Interest Coverage Ratio of UK Holdco and the Restricted Subsidiaries for the most recently ended Reference Period preceding such designation no Default or re-designation, as applicable, would have been, on a Pro Forma Basis, at least the lesser of (x) 2.00 to 1.00 and (y) the Interest Coverage Ratio as of the most recently ended Reference Period and (ii) no Event of Default has shall have occurred and is be continuing or would result therefrom. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the applicable Loan Party or Restricted Subsidiary therein at the date of designation in an amount equal to the Fair Market Value of the applicable Loan Party’s or Restricted Subsidiary’s investment therein; provided that if any subsidiary (a “Subject Subsidiary”) being designated as an Unrestricted Subsidiary has a subsidiary that was previously designated as an Unrestricted Subsidiary (the “Previously Designated Unrestricted Subsidiary”) in compliance with the provisions of this Agreement, the Investment of such Subject Subsidiary in such Previously Designated Unrestricted Subsidiary shall not be taken into account, and shall be excluded, in determining whether the Subject Subsidiary may be designated as an Unrestricted Subsidiary hereunder. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (x) the incurrence at the time of designation of and after giving effect to such Revocation; and (ii) all Liens and Indebtedness or Liens of such Unrestricted Subsidiary existing outstanding immediately following such Revocation would, if Incurred at such time, and (y) a return on any Investment by the applicable Loan Party or Restricted Subsidiary in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the Fair Market Value at the date of such designation of such Loan Party’s or Restricted Subsidiary’s Investment in such Subsidiary. For the avoidance of doubt, neither a Borrower nor UK Holdco shall be have been permitted to be an Unrestricted SubsidiaryIncurred for all purposes of the Indenture. At any time a Subsidiary is designated as an Unrestricted Subsidiary hereunderAll Designations and Revocations must be evidenced by resolutions of the Board of Directors of the Company, delivered to the Borrower Representative shall cause such Subsidiary to be designated as an Unrestricted Subsidiary (or any similar applicable term) under Trustee certifying compliance with the Senior Secured Notesforegoing provisions.

Designation of Unrestricted Subsidiaries. The Borrower Representative Borrowers may at any time after the Closing Date not designate any Restricted Subsidiary (other than any Immaterial Subsidiary, any Exploration Subsidiary, PT Kencana, PT Kencana Wisata and any Person that is (x) the direct parent of any Exploration Subsidiary, PT Kencana and/or PT Kencana Wisata and (y) a holding company with no business or operations other than the holding of Equity Interests in such Exploration Subsidiary, PT Kencana and/or PT Kencana Wisata) as an Unrestricted Subsidiary and subsequently re-may hereafter designate any Unrestricted Subsidiary as a Restricted Exploration Subsidiary, if PT Kencana, PT Kencana Wisata, any Immaterial Subsidiary and any other than for purposes of designating Subsidiary that is not a Restricted Subsidiary as an Unrestricted Subsidiary that is under this Agreement (a Receivables Subsidiary in connection with the establishment of a Qualified Receivables Financing “Designation”) only if: (i) such Subsidiary does not own any Equity Interests of any Restricted Subsidiary; (ii) no Event of Default shall have occurred and be continuing at the Interest Coverage Ratio time of UK Holdco or after giving effect to such Designation; (iii) after giving effect to such Designation and any related Investment to be made in such designated Subsidiary by the Borrowers or any Restricted Subsidiaries for Subsidiary (which shall in any event include the existing Investment in such Subsidiary at the time it is designated as an Unrestricted Subsidiary), (A) any such existing Investment and related Investment would comply with and satisfy the conditions of Section 6.04 and (B) the Borrowers would be in compliance with each of the Financial Covenants calculated on a pro forma basis as if such Designation and Investment had occurred immediately prior to the first day of the period of four consecutive fiscal quarters most recently ended Reference Period preceding such designation in respect of which financial statements have been delivered by the Borrowers pursuant to Section 5.01(a) or re-designation, as applicable, would (b); and (iv) the Borrowers have been, on a Pro Forma Basis, at least delivered to the lesser of Administrative Agent (x) 2.00 to 1.00 written notice of such Designation and (y) a certificate, dated the Interest Coverage Ratio as effective date of the most recently ended Reference Period and (ii) such Designation, of a Financial Officer stating that no Event of Default has occurred and is continuing or would result therefromand setting forth reasonably detailed calculations demonstrating pro forma compliance with the Financial Covenants in accordance with paragraph (iii) above. The Upon the designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the applicable Loan Party or Restricted Subsidiary therein at the date of designation in an amount equal pursuant to the Fair Market Value terms hereof, provided after giving effect thereto no Default or Event of the applicable Loan Party’s or Restricted Subsidiary’s investment therein; provided that if any subsidiary (a “Subject Subsidiary”) being designated as an Unrestricted Subsidiary has a subsidiary that was previously designated as an Unrestricted Subsidiary (the “Previously Designated Unrestricted Subsidiary”) in compliance with the provisions of this AgreementDefault shall have occurred and be continuing, the Investment of such Subject Subsidiary in such Previously Designated Unrestricted Subsidiary shall not be taken into account, and shall be excluded, in determining whether the Subject Subsidiary may be designated as an Unrestricted Subsidiary hereunder. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (x) the incurrence at the time of designation of Indebtedness or Liens Guarantee of such Subsidiary existing at such time, and (y) a return on shall automatically be released without any Investment by consent of the applicable Loan Party or Restricted Subsidiary in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the Fair Market Value at the date of such designation of such Loan Party’s or Restricted Subsidiary’s Investment in such Subsidiary. For the avoidance of doubt, neither a Borrower nor UK Holdco shall be permitted to be an Unrestricted Subsidiary. At any time a Subsidiary is designated as an Unrestricted Subsidiary hereunder, the Borrower Representative shall cause such Subsidiary to be designated as an Unrestricted Subsidiary (or any similar applicable term) under the Senior Secured NotesRequired Lenders.

Designation of Unrestricted Subsidiaries. The board of directors of the Lead Borrower Representative may may, at any time after the Closing Date FirstSecond Amendment Effective Date, designate any Restricted Subsidiary of the Lead Borrower as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary (a “Subsidiary Designation”); provided that (i) immediately before and after such designation, no Event of Default shall have occurred and be continuing, (ii) immediately before and 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 Lead Borrower shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating satisfaction thereof), (iii) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it is a “restricted subsidiary” immediately after giving effect to any such designation hereunder for purposes of any documentation governing Permitted Indebtedness, (iv) in the case of a designation of a Restricted Subsidiary as an Unrestricted DB1/ 98023701.7 Subsidiary, such Subsidiary and subsequently re-designate any to be so designated shall satisfy all of the requirements of an “Unrestricted Subsidiary” as set forth in the definition thereof, (v) in the case of a designation of an Unrestricted Subsidiary as a Restricted Subsidiary, if on the date of such designation, all representations and warranties herein and in the other than for purposes Loan Documents shall be true and correct in all material respects (without duplication of designating any “materiality” qualifiers set forth therein) with the same effect as though such representations and warranties had been made on and as of the date of such designation (both before and after giving effect thereto), unless stated to relate to a specific earlier date, in which case such representations and warranties shall be true and correct in all material respects (without duplication of any “materiality” qualifiers set forth therein) as of such earlier date and (vi) until the Term Loan Financing Facility (and any Permitted Refinancings thereof) has been paid in full, the status of any such Subsidiary as a Restricted Subsidiary as or an Unrestricted Subsidiary that is a Receivables Subsidiary in connection with shall at all times be the establishment of a Qualified Receivables Financing (i) the Interest Coverage Ratio of UK Holdco same under this Agreement and the Restricted Subsidiaries for the most recently ended Reference Period preceding such designation or re-designation, as applicable, would have been, on a Pro Forma Basis, at least the lesser of (x) 2.00 to 1.00 and (y) the Interest Coverage Ratio as of the most recently ended Reference Period and (ii) no Event of Default has occurred and is continuing or would result therefromTerm Loan Financing Facility. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Closing FirstSecond Amendment Effective Date shall constitute an Investment (in a non‑-Subsidiary) by the applicable Loan Party or and its respective Restricted Subsidiary Subsidiaries therein at the date of designation in an amount equal to the Fair Market Value fair market value of all outstanding Investments owned by the applicable Loan Party’s or Lead Borrower and its Restricted Subsidiary’s investment therein; provided Subsidiaries in the respective Subsidiary at the time that if any subsidiary (a “Subject Subsidiary”) being such Subsidiary is designated as an Unrestricted Subsidiary has a subsidiary that was previously designated as an Unrestricted Subsidiary (the “Previously Designated Unrestricted Subsidiary”) in compliance with the provisions of this Agreement, the Investment of such Subject Subsidiary in such Previously Designated Unrestricted Subsidiary shall not be taken into account, and shall be excluded, in determining whether the Subject Subsidiary may be designated as an Unrestricted Subsidiary hereunder. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (x) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time, and (y) a return on any Investment by the applicable Loan Party or Restricted Subsidiary in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the Fair Market Value fair market value at the date of such designation of such Loan Party’s or Restricted Subsidiary’s Investment in such Subsidiary. For Each Unrestricted Subsidiary has entered into a tax sharing agreement with the avoidance Parent, or will enter into such an agreement upon becoming an Unrestricted Subsidiary, requiring such Unrestricted Subsidiary to pay the amount of doubttax the Unrestricted Subsidiary would be required to pay in respect of federal, neither state, provincial, municipal and local income taxes for such Fiscal Year were the Unrestricted Subsidiary to pay such taxes on a Borrower nor UK Holdco shall standalone basis. Notwithstanding the foregoing, none of the Borrowers may be permitted to be designated as an Unrestricted Subsidiary. At Any Subsidiary Designation by the board of directors of the Lead Borrower shall be (x) evidenced to the Administrative Agent by promptly filing with each Agent a copy of the resolution of the board of directors of the Lead Borrower giving effect to such designation and a certificate of a Responsible Officer of the Lead Borrower certifying that such designation complied with the foregoing provisions, and containing the calculations of compliance (in reasonable detail) with preceding clause (ii), and (y) if any time a Subsidiary is assets of any Person designated as an Unrestricted Subsidiary hereunder, the Borrower Representative shall cause pursuant to such Subsidiary Designation had been included in the Borrowing Base immediately prior to be designated as such Subsidiary Designation, accompanied by an Unrestricted Subsidiary (or any similar applicable term) under updated Borrowing Base Certificate showing the Senior Secured NotesBorrowing Base after giving effect to the elimination therefrom of such assets.

Designation of Unrestricted Subsidiaries. The Borrower Representative (a) Alamosa Delaware may at any time after the Closing Date not designate any Restricted Subsidiary as an Unrestricted Subsidiary and subsequently re-may hereafter designate any Unrestricted Subsidiary as a Restricted Subsidiary, if other than for purposes of designating a Restricted Subsidiary as an Unrestricted Subsidiary that is under this Agreement (a Receivables Subsidiary in connection with the establishment of a Qualified Receivables Financing "Designation") only if: (i) such Subsidiary does not own any Capital Stock of any Restricted Subsidiary; (ii) no Event of Default shall have occurred and be continuing at the Interest Coverage Ratio time of UK Holdco or after giving effect to such Designation; (iii) after giving effect to such Designation and any related Investment to be made in such designated Subsidiary by Alamosa Delaware or any Restricted Subsidiary (which shall in any event include the existing Investment in such Subsidiary at the time it is designated as an Unrestricted Subsidiary), (A) any such existing Investment and related Investment would comply with Section 6.04 and (B) Alamosa Delaware and the Restricted Subsidiaries for would be in compliance with each of the Financial Covenants, calculated on a pro forma basis as if such Designation and Investment had occurred immediately prior to the first day of the period of four consecutive fiscal quarters most recently ended Reference Period preceding in respect of which financial statements have been delivered by Alamosa Delaware pursuant to Section 5.01(a) or (b); (iv) such designation or re-designation, as applicable, would have been, on a Pro Forma Basis, at least designated Subsidiary is an unrestricted subsidiary under each of the lesser of Alamosa Delaware Indentures; and (v) Alamosa Delaware has delivered to the Administrative Agent (x) 2.00 to 1.00 written notice of such Designation and (y) a certificate, dated the Interest Coverage Ratio as effective date of the most recently ended Reference Period and (ii) such Designation, of a Financial Officer of Alamosa Delaware stating that no Event of Default has occurred and is continuing or would result therefrom. The designation of and setting forth reasonably detailed calculations demonstrating pro forma compliance with the Financial Covenants in accordance with paragraph (iii) above. (b) Neither Superholdings, APCS, Alamosa Delaware nor any Restricted Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the applicable Loan Party or Restricted Subsidiary therein at the date any time (x) provide a Guarantee of designation in an amount equal to the Fair Market Value any Indebtedness of the applicable Loan Party’s or Restricted Subsidiary’s investment therein; provided that if any subsidiary (a “Subject Subsidiary”) being designated as an Unrestricted Subsidiary has a subsidiary that was previously designated as an Unrestricted Subsidiary (the “Previously Designated Unrestricted Subsidiary”, (y) in compliance with the provisions of this Agreement, the Investment of such Subject Subsidiary in such Previously Designated Unrestricted Subsidiary shall not be taken into account, and shall be excluded, in determining whether the Subject Subsidiary may be designated as an Unrestricted Subsidiary hereunder. The designation directly or indirectly liable for any Indebtedness of any Unrestricted Subsidiary as or (z) be directly or indirectly liable for any other Indebtedness which provides that the holder thereof may (upon notice, lapse of time or both) declare a Restricted Subsidiary shall constitute default thereon (or cause such Indebtedness or the payment thereof to be accelerated, payable or subject to repurchase prior to its final scheduled maturity) upon the occurrence of a default with respect to any other Indebtedness that is Indebtedness of an Unrestricted Subsidiary, except in the case of clause (x) the incurrence at the time of designation of Indebtedness or Liens of such Subsidiary existing at such time, and (y) to the extent permitted under Section 6.01 and 6.04 hereof. Each Designation shall be irrevocable, and no Unrestricted Subsidiary may become a return on Restricted Subsidiary, be merged with or into Alamosa Delaware or any Investment by the applicable Loan Party or Restricted Subsidiary in Unrestricted Subsidiaries pursuant or liquidate into or transfer substantially all its assets to the preceding sentence in an amount equal to the Fair Market Value at the date of such designation of such Loan Party’s Alamosa Delaware or any Restricted Subsidiary’s Investment in such Subsidiary. For the avoidance of doubt, neither a Borrower nor UK Holdco shall be permitted to be an Unrestricted Subsidiary. At any time a Subsidiary is designated as an Unrestricted Subsidiary hereunder, the Borrower Representative shall cause such Subsidiary to be designated as an Unrestricted Subsidiary (or any similar applicable term) under the Senior Secured Notes.