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 (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, 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 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 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. 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. (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, 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 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 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. (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, 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 (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, 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 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, 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 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 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 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. 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 Borrower Representative Borrowers 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 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 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, 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 (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 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 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. 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 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. (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, 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 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 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. 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 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 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 case 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, 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, 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 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 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) (x) immediately before and after such designation, no Event of Default shall have occurred and be continuing 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 7.50 to 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 Section 8.01(b), (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) same under this Agreement, the Interest Coverage Ratio of UK Holdco Second Lien Loan Documents 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 therefromABL Facility 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 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 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 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 $43,750,000 and 28.75% of Consolidated EBITDA, calculated on a Pro Forma Basis as of the most recently ended Test Period.

Designation of Unrestricted Subsidiaries. The board of directors of the Lead Borrower Representative may may, at any time after the Closing Date Second 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 Second 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 of doubtParent, neither a Borrower nor UK Holdco shall be permitted to be or will enter into such an agreement upon becoming an Unrestricted Subsidiary, requiring such Unrestricted Subsidiary to pay the amount of tax the Unrestricted Subsidiary would be required to pay in respect of federal, state, provincial, municipal and local income taxes for such Fiscal Year were the Unrestricted Subsidiary to pay such taxes on a standalone basis. 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 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. 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. 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 Subsidiary’s investment therein; provided 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 that if any subsidiary (a “Subject Subsidiary”) being has previously been designated as an Unrestricted Subsidiary has may be re-designated an Unrestricted Subsidiary more than two times. Upon the effectiveness of the designation of a subsidiary that was previously designated Subsidiary 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 a Subsidiary as herein provided. Upon the Subject effectiveness of the designation of a Subsidiary may be designated that is a Guarantor as an Unrestricted Subsidiary, such Subsidiary hereundershall cease to be a Guarantor, and it shall automatically be released from the Guaranty, the 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 or evidence such release). 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 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. 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 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 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 Borrower Representative Every Subsidiary of New Member shall be a Restricted Subsidiary, except that the Board of Directors may at any time after the Closing Date designate any Restricted Subsidiary as (including any newly acquired or newly formed Subsidiary of New Member) that is not a party to the Subcharter Agreement or any Operative Document to be an Unrestricted Subsidiary and subsequently re-designate any Unrestricted Subsidiary as a Restricted Subsidiary, if unless such Subsidiary owns any Capital Stock or Indebtedness of, or owns or holds any lien (other than for purposes as lessor under a lease of designating a Restricted Subsidiary as an Unrestricted Subsidiary such property that is not a Receivables Subsidiary in connection with the establishment of a Qualified Receivables Financing capital lease) on any property of, New Member or any Guarantor; provided that either (ii)(A) the Interest Coverage Ratio of UK Holdco New Member and the remaining Restricted Subsidiaries for the twelve-month period ending on the most recent quarter for which financial statements have been provided pursuant to Section 10.01, is no less than 1.90 to 1.00 on a pro forma basis after giving effect to the designation as if it occurred at the commencement of the period of four consecutive fiscal quarters then most recently ended Reference Period preceding such designation or re-designationended, 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 (iiB) no Tier 1 Default or Tier 2 Event of Default shall have occurred and be continuing and no Guarantor shall have Knowledge that any event or circumstance that constitutes a Tier 2 Default has occurred and is continuing or would result therefrom(ii) such Unrestricted Subsidiary is capitalized exclusively using proceeds from the sale of newly issued Capital Stock of New Member or such Unrestricted Subsidiary following the Closing Date. The Any such designation by the Board of any Restricted Subsidiary as Directors shall be evidenced to the Beneficiaries by promptly filing with the Beneficiaries a copy of the resolution of the Board of Directors giving effect to such designation and an Officers’ Certificate certifying that such designation complied with the foregoing provisions. Any Guarantor that is designated an Unrestricted Subsidiary after the Closing Date in accordance with this Section 10.04 shall constitute an Investment by the applicable Loan Party be released from all liabilities under this Guarantee other than in respect of any breach or Restricted Subsidiary therein at the date violation of designation in an amount equal to the Fair Market Value any provision of the applicable Loan Party’s Chartered Vessel Bareboat Charters or Restricted Subsidiary’s investment therein; provided that if any subsidiary the Subcharter Agreement (a “Subject Subsidiary”as applicable) 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 or 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 Guarantee arising prior to or 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 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 130 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 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 (I) the Second Lien Notes Indenture, or (II) any otherany 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 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 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 (a) 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 Period and Measurement Period, (iib) 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 Subsidiary’s investment therein; provided 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 (c) no Subsidiary that if any subsidiary (a “Subject Subsidiary”) being has previously been designated as an Unrestricted Subsidiary has may be re-designated an Unrestricted Subsidiary more than two times. Upon the effectiveness of the designation of a subsidiary that was previously designated Subsidiary 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 a Subsidiary as herein provided. Upon the Subject effectiveness of the designation of a Subsidiary may be designated that is a Guarantor as an Unrestricted Subsidiary, such Subsidiary hereundershall cease to be a Guarantor, and it shall automatically be released from the Guaranty, the 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 or evidence such release). 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 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. (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, 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 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 Terremark Worldwide, Inc. — Credit Agreement If and for so long as 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 hereunderexist, the Borrower Representative shall comply and cause such Subsidiary each of its Unrestricted Subsidiaries to be designated as an Unrestricted Subsidiary (or any similar comply with the following to the extent applicable term) under the Senior Secured Notes.to it:

Designation of Unrestricted Subsidiaries. The Borrower Representative BorrowersBorrower 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 neitherthe 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 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 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 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 board of directors of Borrower Representative may 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) (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 2.31 to 1.00 (or 2.58:1.00 if the Specified Acquisition has been consummated), (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 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 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, 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 immediately before and the Restricted Subsidiaries for the most recently ended Reference Period preceding after 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 shall have occurred and is continuing or would result therefrom. The designation 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 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 Borrower designated as an Unrestricted Subsidiary has a subsidiary that was previously designated as an Unrestricted Subsidiary (Subsidiary, all Loans outstanding to such Borrower shall be repaid in full in cash and all Letters of Credit issued for the “Previously Designated Unrestricted Subsidiary”) in compliance with the provisions of this Agreement, the Investment account of such Subject Subsidiary in such Previously Designated Unrestricted Subsidiary Borrower shall not be taken into accounthave expired or been terminated, and shall be excluded(iv) [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 subclause (II), with a principal amount in excess of the Threshold Amount, (vi) within 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 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) (x) immediately before and after such designation, no Event of Default shall have occurred and be continuing 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 7.50 to 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 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) same under this Agreement, the Interest Coverage Ratio of UK Holdco First Lien Term Loan Documents 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 therefromSecond Lien 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 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 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), (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) same under this Agreement, the Interest Coverage Ratio of UK Holdco Second Lien Loan Documents 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 therefromABL Facility 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 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. 134 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 Borrowers may at any time after the Closing Fourth 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 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.159

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 (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 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”) other than in compliance with the provisions of limitations contained in this Agreement, the Investment of such Subject Subsidiary in such Previously Designated Unrestricted Subsidiary shall not be taken into account, and Section 8.12(a) shall be excluded, in determining whether the Subject Subsidiary may be designated ineffective as an Unrestricted Subsidiary hereunder. The fully as if such attempted 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 Noteshad never occurred.

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 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. 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 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) same under this Agreement, the Interest Coverage Ratio of UK Holdco First Lien Term Loan Documents 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 therefromSecond Lien 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 may at any time after after5.12 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 ERISA. Cause each Commonly Controlled Entity to maintain all Plans that are5.13 presently in existence or may, from time to time, come into existence, in compliance with the terms of any time a Subsidiary is designated as an Unrestricted Subsidiary hereundersuch Plan, ERISA, the Borrower Representative shall cause such Subsidiary Code and all other applicable laws, except to the extent the failure to do so could not reasonably be designated as an Unrestricted Subsidiary (expected to have, individually or any similar applicable term) under in the Senior Secured Notes.aggregate, a Material Adverse Effect. Use of Proceeds. The proceeds of the Loans made on the Closing Date were5.14 used to consummate the Transactions. The proceeds of Term B-1 Loans made on the Amendment No. 1 Effective Date were used to consummate the Amendment No. 1

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 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”) other than in compliance with the provisions of limitations contained in this Agreement, the Investment of such Subject Subsidiary in such Previously Designated Unrestricted Subsidiary shall not be taken into account, and SECTION 8.12(a) shall be excluded, in determining whether the Subject Subsidiary may be designated ineffective as an Unrestricted Subsidiary hereunderfully as if such attempted designation had never occurred. 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.LETTER OF CREDIT AND REIMBURSEMENT AGREEMENT

Designation of Unrestricted Subsidiaries. The Borrower Representative may at any time after the Closing Date designate any Restricted Subsidiary of the Borrower 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) (A) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing, (B) in the Interest Coverage Ratio case of UK Holdco a designation of an Unrestricted Subsidiary, immediately before and the Restricted Subsidiaries for the most recently ended Reference Period preceding after such designation or re-designation, as applicableof the date of such designation, would have beenConsolidated EBITDA of all Unrestricted Subsidiaries must not represent more than 10% of Consolidated EBITDA (calculated as if all Subsidiaries are Restricted Subsidiaries), on a Pro Forma Basis, at least (C) Borrower has 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 an Authorized Officer stating that no Default or Event of Default has occurred and is continuing or would result therefromand setting forth reasonably detailed calculations demonstrating compliance on a Pro Forma Basis the foregoing requirement in the preceding clause (B); and (D) no Subsidiary may be designated as an Unrestricted Subsidiary more than once. 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 fair market value of the applicable Loan PartyBorrower’s or Restricted its Subsidiary’s (as applicable) 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 (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 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 Partythe Borrower’s or Restricted its Subsidiary’s (as applicable) Investment in such Subsidiary. For In addition, as at the avoidance end of doubteach fiscal quarter of the Borrower, neither Borrower shall not permit the Consolidated EBITDA of all Unrestricted Subsidiaries to exceed more than 10% of Consolidated EBITDA (calculated as if all Subsidiaries are Restricted Subsidiaries). In no event shall Lattice Semiconductor Limited, a Borrower nor UK Holdco shall be permitted to be an Unrestricted Subsidiarycompany organized under the laws of Bermuda, or Lattice SG Pte. At any time Ltd., a Subsidiary is designated as an Unrestricted Subsidiary hereundercompany organized under the laws of Singapore, 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 may Subject to Section 7.17 and 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 of the Borrower (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 (x) 2.00 Borrower’s Consolidated Leverage Ratio shall be less than or equal to 1.00 and (y) the Interest Coverage Ratio as of the most recently ended Reference Period 2.25:1.00 and (ii) no Event Subsidiary may be re-designated an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary. Upon the effectiveness of Default has occurred and is continuing or would result therefrom. The the designation of any Restricted a Subsidiary as an Unrestricted Subsidiary, such Unrestricted Subsidiary after shall for all purposes be deemed not to be a “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 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 effectiveness of the applicable Loan Party’s or Restricted Subsidiary’s investment therein; provided designation of a Subsidiary that if any subsidiary (is a “Subject Subsidiary”) being designated Guarantor as an Unrestricted Subsidiary, such Subsidiary has shall cease to be a subsidiary that was previously designated as an Unrestricted Subsidiary (Guarantor, and it shall be released from the “Previously Designated Unrestricted Subsidiary”) in compliance with the provisions of this AgreementGuaranty, the Investment of such Subject Subsidiary in such Previously Designated Unrestricted Subsidiary shall not be taken into account, Security Agreement and shall be excluded, in determining whether the Subject Subsidiary may be designated as an Unrestricted Subsidiary hereunderany other Loan Document to which it is a party. 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 the 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 6.12.

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 (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 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”) other than in compliance with the provisions of limitations contained in this Agreement, the Investment of such Subject Subsidiary in such Previously Designated Unrestricted Subsidiary shall not be taken into account, and SECTION 8.12(a) shall be excluded, in determining whether the Subject Subsidiary may be designated ineffective as an Unrestricted Subsidiary hereunder. The fully as if such attempted 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 Noteshad never occurred.

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 of the Borrower (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 6.20 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, 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 the 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 Notes.requirements of Section 6.12. Table of Contents

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.5.13

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 (a) Borrower Representative may at shall have the option of designating any time after the Closing Date designate 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) $250,000,000. 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 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”) other than in compliance with the provisions of limitations contained in this Agreement, the Investment of such Subject Subsidiary in such Previously Designated Unrestricted Subsidiary shall not be taken into account, and SECTION 8.12(a) shall be excluded, in determining whether the Subject Subsidiary may be designated ineffective as an Unrestricted Subsidiary hereunder. The fully as if such attempted 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 Noteshad never occurred.

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 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 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 2024 Senior Secured Notes Indenture as in effect on the Closing Date or in the 2025 Senior Secured Notes Indenture as in effect on the Third Amendment Effective Date, as applicable) 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 (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 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”) other than in compliance with the provisions of limitations contained in this Agreement, the Investment of such Subject Subsidiary in such Previously Designated Unrestricted Subsidiary shall not be taken into account, and Section 8.12(a) shall be excluded, in determining whether the Subject Subsidiary may be designated ineffective as an Unrestricted Subsidiary hereunder. The fully as if such attempted 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 Noteshad never occurred.

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. (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, 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 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 Terremark Worldwide, Inc. — Second Lien Credit Agreement 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 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 hereunderexist, the Borrower Representative shall comply and cause such Subsidiary each of its Unrestricted Subsidiaries to be designated as an Unrestricted Subsidiary (or any similar comply with the following to the extent applicable term) under the Senior Secured Notes.to it:

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 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.106

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 Holdings may at any time after the Closing ClosingAmendment No. 3 Effective Date designate any Restricted Subsidiary of Holdings 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 or would otherwise result therefrom, and (ii) such designation complies with Section 9.2, and if such designation is made after the ClosingAmendment No. 3 Effective Date, also with Section 9.4 and Section 9.7, (iii) immediately after giving effect to such designation, (A) the Total Net Leverage Ratio shall not exceed 6.50 to 1.00 or (B) the Total Net Leverage Ratio shall be less than the Total Net Leverage Ratio immediately prior to such re-designation, as applicable, would have been, in each case determined 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 last day of the most recently ended Reference recent Test Period for which financial statements have been delivered (or were required to be delivered) pursuant to Section 8.1(a) or (b), as applicable, as if such designation had occurred on the last day of such Test Period and (iiiv) no Event the status of Default has occurred any 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 Indenture. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Closing ClosingAmendment No. 3 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 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 SubsidiaryInvestment in such Subsidiary (but in no event greater than the original principal amount of such Loan Party’s Investment in such SubsidiarySubsidiary (as measured immediately prior to such designation)). For Notwithstanding the avoidance of doubtforegoing, neither a the Borrower nor UK Holdco any parent company thereof nor any Specified Finance Company shall be permitted to be an Unrestricted Subsidiary. At any time Any such designation by the board of directors (or similar governing body) 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 (or similar governing body) 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 (or any similar applicable term) under designation complied 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 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 accordance with the establishment definition of a Qualified Receivables Financing “Unrestricted Subsidiary”; provided that (i) the Interest Coverage Ratio of UK Holdco immediately before and the Restricted Subsidiaries for the most recently ended Reference Period preceding after giving effect to such designation or re-designation, as applicable, would no Event of Default shall have been, on a Pro Forma Basis, at least the lesser of (x) 2.00 to 1.00 occurred and (y) the Interest Coverage Ratio as of the most recently ended Reference Period be continuing 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 hereunderif it is a “Restricted Subsidiary” as defined in or in respect of the 2029 Senior Notes. The designation of any All outstanding Investments owned by the Borrower and its Restricted Subsidiaries in the designated Unrestricted Subsidiary will be treated as a an Investment by the Borrower or such Restricted Subsidiary shall constitute (x) the incurrence Subsidiary, as applicable, made at the time of designation the designation. The amount of Indebtedness or Liens all such outstanding Investments will be the aggregate fair market value of such Subsidiary existing Investments at the time of the designation. The designation will not be permitted if such time, Investment would not be permitted under Section 7.02 at that time and (y) a return on any Investment by the applicable Loan Party or if such Restricted Subsidiary in Unrestricted Subsidiaries pursuant to does not otherwise meet 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 shall be permitted to be an Unrestricted Subsidiary. At any time Any designation of a Subsidiary is designated of the Borrower as an Unrestricted Subsidiary hereunder, shall be evidenced to the Administrative Agent by delivering to the Administrative Agent a certificate signed by a Responsible Officer of the Borrower Representative shall cause certifying that such designation complied with the foregoing conditions and the conditions set forth in the definition of “Unrestricted Subsidiary” and was permitted by this Section 6.14, provided, however, (i) no Subsidiary to may be designated as an Unrestricted Subsidiary if such designated Unrestricted Subsidiary will own any Royalty Assets and (ii) neither the Borrower nor any of its Restricted Subsidiaries shall be permitted transfer any Royalty Assets to an Unrestricted Subsidiary. If, at any time, any Unrestricted Subsidiary would fail to meet any of the requirements of an Unrestricted Subsidiary, it shall thereafter cease to be an Unrestricted Subsidiary for purposes of this Agreement and (1) any Funded Debt of such Subsidiary, (2) any Liens of such Subsidiary and (3) any Investments of such Subsidiary, in each case shall be deemed to be incurred by a Restricted Subsidiary of the Borrower as of such date and, if such Funded Debt, Liens or Investments are not permitted to be incurred as of such date under Section 7.03, Section 7.01 or Section 7.02, as applicable, the Borrower shall be in default of such Section 7.03, Section 7.01 or Section 7.02, as applicable. 120 The Borrower may at any similar applicable termtime designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that such designation shall be deemed to be an incurrence, on the date of designation, of Funded Debt, Liens and Investments by a Restricted Subsidiary of the Borrower of any outstanding Funded Debt, Liens and Investments of such Unrestricted Subsidiary and such designation shall only be permitted if (1) such Funded Debt is permitted under the Senior Secured NotesSection 7.03, such Liens are permitted under Section 7.01 and such Investments are permitted under Section 7.02; and (2) no Event of Default shall have occurred and be continuing.

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 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”) other than in compliance with the provisions of limitations contained in this Agreement, the Investment of such Subject Subsidiary in such Previously Designated Unrestricted Subsidiary shall not be taken into account, and SECTION 8.12(a) shall be excluded, in determining whether the Subject Subsidiary may be designated ineffective as an Unrestricted Subsidiary hereunder. The fully as if such attempted 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 Noteshad never occurred.

Designation of Unrestricted Subsidiaries. The Borrower Representative may Borrower’s board of directors may, at any time time, designate any Subsidiary that is acquired or created after the Closing Date designate any Restricted Subsidiary as an Unrestricted Subsidiary and subsequently re-by prior written notice to the Administrative Agent; provided that the Borrower shall only be permitted to so 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 new Unrestricted Subsidiary after the Closing Date and so long as (a) no Default or Event of Default exists or would result therefrom, (b) such Subsidiary does not own any capital stock or Indebtedness of, or own or hold a Lien on any property of, the Borrower or any other Subsidiary that is not a subsidiary of the Subsidiary to be so designated and (c) such Unrestricted Subsidiary shall constitute an be capitalized (to the extent capitalized by the Borrower or any of its Subsidiaries) through Investments permitted by, and in compliance with, Section 6.04, with any assets owned by such Unrestricted Subsidiary at the time of the initial designation thereof to be treated as Investments pursuant to Section 6.04; provided that at the time of the initial Investment by the applicable Loan Party Borrower or Restricted Subsidiary therein at any of its Subsidiaries in such Subsidiary, 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 Borrower shall designate such entity as an Unrestricted Subsidiary has in a subsidiary that was previously designated as an written notice to the Administrative Agent. The Borrower may designate any Unrestricted Subsidiary to be a Subsidiary for purposes of this Agreement (the each, a “Previously Designated Subsidiary Redesignation”); provided that (i) such Unrestricted Subsidiary”, both before and after giving effect to such designation, shall be a wholly owned Subsidiary of the Borrower, (ii) no Default or Event of Default then exists or would occur as a consequence of any such Subsidiary Redesignation, (iii) calculations are made by the Borrower of Pro Forma Compliance with the Financial Covenants for the relevant period, as if the respective Subsidiary Redesignation (as well as all other Subsidiary Redesignations theretofore consummated after the first day of such period) had occurred on the first day of such period, and such calculations shall show that such Financial Covenants would have been complied with if the Subsidiary Redesignation had occurred on the first day of such period (for this purpose, if the first day of the respective period occurs prior to the Closing Date, calculated as if the Financial Covenants had been applicable from the first day of such period), (iv) based on good faith projections prepared by the Borrower for the period from the date of the respective Subsidiary Redesignation to the date that is one year thereafter, the level of financial performance measured by the Financial Covenants shall be better than or equal to such level as would be required to provide that no Default or Event of Default would exist under the Financial Covenants through the date that is one year from the date of the respective Subsidiary Redesignation, (v) all representations and warranties contained herein and in the 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 date of such Subsidiary Redesignation (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, (vi) the Borrower shall have delivered to the Administrative Agent an officer’s certificate executed by a Financial Officer, certifying to the best of such officer’s knowledge, compliance with the provisions requirements of this Agreementpreceding clauses (i) through (v), inclusive, and containing the Investment of such Subject Subsidiary in such Previously Designated calculations required by the preceding clauses (iii) and (iv), and (vii) any Unrestricted Subsidiary shall subject to a Subsidiary Redesignation may not be taken into account, and shall be excluded, in determining whether the Subject Subsidiary may thereafter 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 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 such Subsidiary to be designated as an Unrestricted Subsidiary (or any similar applicable term) under any 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). Notwithstanding the Senior Secured Notesforegoing, no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if, on the date of and after giving effect to such designation, such Unrestricted Subsidiary (or any Subsidiary thereof) would own (or hold an exclusive license with respect to) Material Intellectual Property (and no Material Intellectual Property may be transferred (including by way of an exclusive license) to an existing Unrestricted Subsidiary); provided, that, for the avoidance of doubt, the foregoing shall not prevent any Unrestricted Subsidiary from developing or acquiring (other than from the Loan Parties) intellectual property for use in the business of such Unrestricted 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 134 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 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), (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) same under this Agreement, the Interest Coverage Ratio of UK Holdco Second Lien Loan Documents 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 therefromABL Facility 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 a Any Subsidiary is designated as an Unrestricted Subsidiary hereunder, Designation by the Borrower Representative shall cause such Subsidiary to be designated as an Unrestricted Subsidiary (or any similar applicable term) under the Senior Secured Notes.board of directors of #4848-1207-1386 115

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 to be an Unrestricted Subsidiary if that designation would not cause a Default. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate fair market value of all outstanding Investments owned by the Company and its Restricted Subsidiaries in the Subsidiary properly designated 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 will be deemed to be 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 Investment made as of the most recently ended Reference Period time of the designation and (iiwill reduce the amount available for Restricted Payments under Section 4.07(a) no Event or Section 4.07(b)(12) or under one or more clauses of Default has occurred the definition of Permitted Investments, as determined by the Company. Such designation will only be permitted if the Investment would be permitted at that time and is continuing or would result therefrom. The designation of any if the Restricted Subsidiary as otherwise meets the definition of 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 Subsidiary. If immediately prior 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”) Person being designated as an Unrestricted Subsidiary has an Investment was made in such Person which resulted in such Person becoming a subsidiary that was previously designated Subsidiary, only the amount of such Investment will further reduce the amount available for Restricted Payments under Section 4.07(a) or Section 4.07(b)(12) or under one or more clauses of the definition of Permitted Investments, as determined by the Company. The Board of Directors of the Company may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary at any time if the redesignation would not cause a Default or an Event of Default. Any designation of a Subsidiary of the Company as an Unrestricted Subsidiary (shall be evidenced to the “Previously Designated Unrestricted Subsidiary”) in compliance Trustee by filing with the provisions Trustee a certified copy of this Agreementa resolution of the Board of Directors of the Company giving effect to such designation and an Officer’s Certificate certifying that such designation complies with the preceding conditions and is permitted by Section 4.07. If, the Investment of such Subject Subsidiary in such Previously Designated at any time, any Unrestricted Subsidiary shall not be taken into account, and shall be excluded, in determining whether would fail to meet the Subject Subsidiary may be designated preceding requirements 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 timeSubsidiary, 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 it will thereafter cease to be an Unrestricted SubsidiarySubsidiary 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 4.09, the Company will be in default of such covenant. At The Board of Directors of the Company may at any time a Subsidiary is designated as an designate any Unrestricted Subsidiary hereunder, the Borrower Representative shall cause such Subsidiary to be designated as 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 4.09, 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 any similar applicable term) under Event of Default would be in existence as a result of such designation. All Subsidiaries of Unrestricted Subsidiaries shall be automatically deemed to be Unrestricted Subsidiaries. All designations of Subsidiaries as Unrestricted Subsidiaries and revocations thereof must be evidenced by filing with the Senior Secured NotesTrustee resolutions of the Board of Directors of the Company and an Officer’s Certificate 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 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.. 146