Common use of Designations with Respect to Subsidiaries Clause in Contracts

Designations with Respect to Subsidiaries. (a) The Borrower may designate any Restricted Subsidiary or newly acquired or formed Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary, in each case subject to satisfaction of the following conditions: (i) immediately before and after giving effect to such designation, no Default or Event of Default shall exist and be continuing; and (ii) in the case of a designation of a Restricted Subsidiary or a newly acquired or formed Subsidiary as an Unrestricted Subsidiary, the conditions set forth in subsection (ii)(A) of Section 8.8(c) (the “Sale Condition”) and Section 8.4(h) (the “Investment Condition”) would be satisfied, assuming for this purpose that such designation (and all prior designations of Restricted Subsidiaries or newly acquired or formed Subsidiaries as Unrestricted Subsidiaries during the current fiscal year) constitutes a sale by the Borrower of (in the case of the Sale Condition), and an Investment by the Borrower in an amount equal to (in the case of the Investment Condition), all the assets of the Subsidiary so designated, in each case for an amount equal to (x) the net book value of such assets in the case of a Restricted Subsidiary and (y) the cost of acquisition or formation in the case of a newly acquired or formed Subsidiary (such amounts being herein referred to as “Designation Amounts” and deemed to constitute Net Proceeds for the purposes of the Sale Condition); provided, however, that notwithstanding anything to the contrary contained herein, until the AEPLP Guaranty Date, AEPLP and each of its Subsidiaries shall at all times remain Restricted Subsidiaries and in no event shall the Borrower have any right to redesignate AEPLP or any of its Subsidiaries as an Unrestricted Subsidiary. (b) A Subsidiary that has twice previously been designated an Unrestricted Subsidiary may not thereafter be designated as a Restricted Subsidiary. (c) The Borrower shall deliver to the Agent and each Bank, within 20 Business Days after any such designation, an Officers’ Certificate stating the effective date of such designation and stating that the foregoing conditions contained in this Section 7.8 have been satisfied. Such certificate shall be accompanied by a schedule setting forth in reasonable detail the calculations demonstrating compliance with such conditions, where appropriate. (d) All Investments, Indebtedness, Liens, Guaranty Obligations and other obligations that an Unrestricted Subsidiary (the “Designee”) has at the time of being designated a Restricted Subsidiary hereunder shall be deemed to have been acquired, made or incurred, as the case may be, at the time of such designation and in anticipation of such Designee becoming a Subsidiary and of acquiring its assets (except as otherwise specifically provided in Section 8.1(h).

Designations with Respect to Subsidiaries. (a) Any newly acquired or formed Subsidiary shall be deemed a Restricted Subsidiary unless designated by Borrower as an Unrestricted Subsidiary in accordance with the terms of this Section 6.11. The Borrower may not acquire or form any such new Restricted Subsidiary nor may it designate any Unrestricted Subsidiary as a Restricted Subsidiary unless each of the following conditions are satisfied: (i) immediately before and after giving effect to such acquisition or formation of a Restricted Subsidiary, no Default or Event of Default shall exist and be continuing; (ii) after giving effect to such acquisition or formation of a Restricted Subsidiary, the Borrower would be permitted to incur at least $1 of additional Indebtedness in accordance with the provisions of Section 7.05; and (iii) contemporaneously with the acquisition or formation of a Restricted Subsidiary, such Restricted Subsidiary shall execute and deliver to the 068800 000057 DALLAS 1872243.4 Administrative Agent a Guaranty and the Borrower shall otherwise be in compliance with Section 7.16. (b) The Borrower may designate any Restricted Subsidiary or newly acquired or formed Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary, in each case subject to satisfaction of each of the following conditions: (i) immediately before and after giving effect to such designation, no Default or Event of Default shall exist and be continuing; and; (ii) after giving effect to such designation, the Borrower would be permitted to incur at least $1 of additional Indebtedness in accordance with the case provisions of Section 7.05 (iii) (x) if such designation were deemed to constitute a designation of a sale by the Borrower or any Restricted Subsidiary or a newly acquired or formed of all the assets of the Subsidiary as an Unrestricted Subsidiaryso designated, the conditions set forth in subsection (ii)(A) of Section 8.8(c) (the “Sale Condition”) and Section 8.4(h) (the “Investment Condition”) such sale would be satisfied, assuming for this purpose that in compliance with Section 7.02 and (y) if such designation (and all other prior designations of Restricted Subsidiaries or newly acquired or formed Subsidiaries as Unrestricted Subsidiaries during the current fiscal yearSubsidiaries) constitutes a sale by the Borrower of (in the case of the Sale Condition), and were deemed to constitute an Investment by the Borrower or any Restricted Subsidiary in an amount equal to (in the case respect of the Investment Condition), all the assets of the Subsidiary so designated, such investment would be a Permitted Investment, in each case for an with the net proceeds of such sale or the amount of such Investment being deemed to equal to (x) the net book value of such assets in the case of a Restricted Subsidiary and (y) or the cost of acquisition or formation in the case of a newly acquired or formed Subsidiary (such amounts being herein referred to as “Designation Amounts” and deemed to constitute Net Proceeds for the purposes of the Sale Condition)Subsidiary; provided, however, that notwithstanding anything to the contrary contained herein, until the AEPLP Guaranty Date, AEPLP and each of its Subsidiaries shall at all times remain Restricted Subsidiaries and in no event shall the Borrower have any right to redesignate AEPLP or any of its Subsidiaries as an Unrestricted Subsidiary. (b) A Subsidiary that has twice previously been designated an Unrestricted Subsidiary may not thereafter be designated as a Restricted Subsidiary. (c) The Borrower shall deliver to the Agent and each Bank, within 20 Business Days after any such designation, an Officers’ Certificate stating the effective date of such designation and stating that the foregoing conditions contained in this Section 7.8 have been satisfied. Such certificate shall be accompanied by a schedule setting forth in reasonable detail the calculations demonstrating compliance with such conditions, where appropriate. (d) All Investments, Indebtedness, Liens, Guaranty Obligations and other obligations that an Unrestricted Subsidiary (the “Designee”) has at the time of being designated a Restricted Subsidiary hereunder shall be deemed to have been acquired, made or incurred, as the case may be, at the time of such designation and in anticipation of such Designee becoming a Subsidiary and of acquiring its assets (except as otherwise specifically provided in Section 8.1(h).and

Designations with Respect to Subsidiaries. (a) The Borrower may designate any Restricted Subsidiary or newly acquired or formed Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary, in each case subject to satisfaction of the following conditions: (i) immediately before and after giving effect to such designation, no Default or Event of Default shall exist and be continuing; and (ii) after giving effect to such designation, the Borrower would be permitted to incur at least $1 of additional Indebtedness in accordance with the provisions of clauses (i)(A) and (B) of Section 8.1(f); (iii) in the case of a designation of a Restricted Subsidiary or a newly acquired or formed Subsidiary as an Unrestricted Subsidiary, the conditions set forth in subsection (ii)(A) of Section 8.8(c) (the “Sale Condition”) and Section 8.4(h) (the “Investment Condition”) would be satisfied, assuming for this purpose that such designation (and all prior designations of Restricted Subsidiaries or newly acquired or formed Subsidiaries as Unrestricted Subsidiaries during the current fiscal year) constitutes a sale by the Borrower of (in the case of the Sale Condition), and an Investment by the Borrower in an amount equal to (in the case of the Investment Condition), all the assets of the Subsidiary so designated, in each case for an amount equal to (x) the net book value of such assets in the case of a Restricted Subsidiary and (y) the cost of acquisition or formation in the case of a newly acquired or formed Subsidiary (such amounts being herein referred to as “Designation Amounts” and deemed to constitute Net Proceeds for the purposes of the Sale Condition); provided, however, that notwithstanding anything to the contrary contained herein, until the AEPLP Guaranty Date, AEPLP and each of its Subsidiaries shall at all times remain Restricted Subsidiaries and in no event shall the Borrower have any right to redesignate AEPLP or any of its Subsidiaries as an Unrestricted Subsidiary. (b) A Subsidiary that has twice previously been designated an Unrestricted Subsidiary may not thereafter be designated as a Restricted Subsidiary. (c) The Borrower shall deliver to the Agent and each Bank, within 20 Business Days after any such designation, an Officers’ Officer’s Certificate stating the effective date of such designation and stating that the foregoing conditions contained in this Section 7.8 have been satisfied. Such certificate shall be accompanied by a schedule setting forth in reasonable detail the calculations demonstrating compliance with such conditions, where appropriate. (d) All Investments, Indebtedness, Liens, Guaranty Obligations and other obligations that an Unrestricted Subsidiary (the “Designee”) has at the time of being designated a Restricted Subsidiary hereunder shall be deemed to have been acquired, made or incurred, as the case may be, at the time of such designation and in anticipation of such Designee becoming a Subsidiary and of acquiring its assets (except as otherwise specifically provided in Section 8.1(h8.1(i) or (j)).

Designations with Respect to Subsidiaries. (a) The Borrower Company may designate any Restricted Subsidiary or newly acquired or formed Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary, in each case subject to satisfaction of the following conditions: (i) immediately before and after giving effect to such designation, no Default or Event of Default shall exist and be continuing; and (ii) after giving effect to such designation, the Company would be permitted to incur at least $1 of additional Indebtedness in accordance with the provisions of clauses (i) and (ii) of SECTION 10.1(f); and (iii) in the case of a designation of a Restricted Subsidiary or a newly acquired or formed Subsidiary as an Unrestricted Subsidiary, the conditions set forth in subsection subdivision (ii)(A) of Section 8.8(cSECTION 10.7(c) (the “"Sale Condition”") and Section 8.4(hSECTION 10.3(h) (the “"Investment Condition”") would be satisfied, assuming for this purpose that such designation (and all prior designations of Restricted Subsidiaries or newly acquired or formed Subsidiaries as Unrestricted Subsidiaries during the current fiscal year) constitutes a sale by the Borrower Company of (in the case of the Sale Condition), and an Investment by the Borrower Company in an amount equal to (in the case of the Investment Condition), all the assets of the Subsidiary so designated, in each case for an amount equal to (x) the net book value of such assets in the case of a Restricted Subsidiary and (y) the cost of acquisition or formation in the case of a newly acquired or formed Subsidiary (such amounts being herein referred to as “"Designation Amounts” " and deemed to constitute Net Proceeds for the purposes of the Sale Condition); provided, however, that notwithstanding anything to the contrary contained herein, until the AEPLP Guaranty Date, AEPLP and each of its Subsidiaries shall at all times remain Restricted Subsidiaries and in no event shall the Borrower have any right to redesignate AEPLP or any of its Subsidiaries as an Unrestricted Subsidiary. (b) A Subsidiary that has twice previously been designated an Unrestricted Subsidiary may not thereafter be designated as a Restricted Subsidiary. (c) The Borrower Company shall deliver to the Agent and each Bankholder of Notes, within 20 Business Days after any such designation, an Officers’ ' Certificate stating the effective date of such designation and stating that the foregoing conditions contained in this Section 7.8 SECTION 10.21 have been satisfied. Such certificate shall be accompanied by a schedule Schedule setting forth in reasonable detail the calculations demonstrating compliance with such conditions, where appropriate. (d) All Investments, Indebtedness, Liens, Guaranty Obligations Guaranties and other obligations that an Unrestricted Subsidiary (the “"Designee”") has at the time of being designated a Restricted Subsidiary hereunder shall be deemed to have been acquired, made or incurred, as the case may be, at the time of such designation and in anticipation of such Designee becoming a Subsidiary and of acquiring its assets (except as otherwise specifically provided in Section 8.1(hSECTION 10.1(i) or (j) or SECTION 10.2(n)).

Designations with Respect to Subsidiaries. (a) The Borrower may designate any Restricted Subsidiary or newly acquired or formed Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary or newly acquired or formed Subsidiary as a Restricted Subsidiary, in each case subject to satisfaction of each of the following conditions: (i) immediately before and after giving effect to such designation, no Default or Event of Default shall exist and be continuing; and; (ii) after giving effect to such designation, the Borrower would be permitted to incur at least $1 of additional Indebtedness in accordance with the provisions of Section 8.05; (iii) in the case of a designation of a Restricted Subsidiary, such Restricted Subsidiary or shall have executed and delivered to the Administrative Agent a newly acquired or formed Guaranty and the Borrower shall otherwise be in compliance with Section 8.21; (iv) in the case of a designation as an Unrestricted Subsidiary (including the designation of a Restricted Subsidiary as an Unrestricted Subsidiary), (x) if such designation were deemed to constitute a sale by the conditions set forth Borrower or any Restricted Subsidiary of all the assets of the Subsidiary so designated, such sale would be in subsection (ii)(A) compliance with of Section 8.8(c8.02 and (y) (the “Sale Condition”) and Section 8.4(h) (the “Investment Condition”) would be satisfied, assuming for this purpose that if such designation (and all other prior designations of Restricted Subsidiaries or newly acquired or formed Subsidiaries as Unrestricted Subsidiaries during the current fiscal yearSubsidiaries) constitutes a sale by the Borrower of (in the case of the Sale Condition), and were deemed to constitute an Investment by the Borrower or any Restricted Subsidiary in an amount equal to (in the case respect of the Investment Condition), all the assets of the Subsidiary so designated, such investment would be a Permitted Investment, in each case for an with the net proceeds of such sale or the amount of such Investment being deemed to equal to (x) the net book value of such assets in the case of a Restricted Subsidiary and (y) or the cost of acquisition or formation in the case of a newly acquired or formed Subsidiary; and (v) in the case of a designation of a Restricted Subsidiary (such amounts being herein referred to as “Designation Amounts” and deemed to constitute Net Proceeds for the purposes of the Sale Condition); provided, however, that notwithstanding anything to the contrary contained herein, until the AEPLP Guaranty Date, AEPLP and each of its Subsidiaries shall at all times remain Restricted Subsidiaries and in no event shall the Borrower have any right to redesignate AEPLP or any of its Subsidiaries as an Unrestricted Subsidiary. (b) A , such Restricted Subsidiary that has twice previously shall not have been designated an Unrestricted Subsidiary may not thereafter be prior to being designated as a Restricted Subsidiary. (cb) The Borrower shall deliver to the Administrative Agent and each Bank, within 20 Business Days after any such designation, an Officers’ Certificate a certificate of a Responsible Officer stating the effective date of such designation and stating that the foregoing conditions contained in this Section 7.8 have been satisfied. Such certificate shall be accompanied by a schedule setting forth in reasonable detail the calculations demonstrating compliance with such conditions, where appropriate. (dc) All Investments, Indebtedness, Liens, Guaranty Obligations and other obligations that an In the case of the designation of any Unrestricted Subsidiary (the “Designee”) has at the time of being designated as a Restricted Subsidiary, such new Restricted Subsidiary hereunder shall be deemed to have been acquired, made or incurredacquired all Investments owned by it and incurred all Indebtedness and other obligations owing by it and all Liens to which it or any of its properties are subject, as on the case may be, at the time date of such designation and in anticipation of such Designee becoming a Subsidiary and of acquiring its assets (except as otherwise specifically provided in Section 8.1(h)designation.

Designations with Respect to Subsidiaries. (a) The Any Domestic Subsidiary formed or acquired after the Effective Date shall be deemed a Restricted Subsidiary (including, for the avoidance of doubt, any Subsidiary indirectly acquired pursuant to a Permitted Acquisition), except as otherwise provided in this Section 5.7(a). Borrower may designate by written notification thereof to Administrative Agent, any Restricted Subsidiary (other than Borrower or any other Credit Party with assets included in the Borrowing Base), including a newly formed or newly acquired or formed Subsidiary, as an Unrestricted Subsidiary if (i) the Payment Conditions are satisfied before and after giving effect thereto (with the designation of such Subsidiary as an Unrestricted Subsidiary or being deemed to be an Investment in an amount equal to the fair market value of such Subsidiary as of the date of such designation for purposes of determining compliance with the Payment Conditions), (ii) if such designation is to make a Credit Party an Unrestricted Subsidiary, no such designation may be made if such Credit Party has received from any Restricted Entity a Disposition that would not have been permitted under Section 6.8 had such Credit Party been an Unrestricted Subsidiary at the time of such Disposition, and (iii) only two such designations may be made as to any particular Subsidiary. (b) If Borrower desires to designate any Subsidiary which is then an Unrestricted Subsidiary to be a Restricted SubsidiarySubsidiary after the date hereof, in each case subject to satisfaction of the following conditions: (i) immediately before and after giving effect to such designation, if no Default or Event of Default has occurred and is continuing or would result therefrom, Borrower shall exist cause such Person to comply with Section 5.7(c), at which time such Subsidiary shall cease to be an “Unrestricted Subsidiary” and be continuing; andshall become a “Restricted Subsidiary” for purposes of this Agreement and the other Credit Documents without any amendment, modification or other supplement to any of the foregoing. (iic) Borrower shall deliver to Administrative Agent each of the items set forth in Schedule 5.7 attached hereto with respect to each Wholly-Owned Restricted Subsidiary created or acquired after the case Effective Date to the extent required in Schedule 5.7 and subject to the grace periods set forth therein. (d) At any time that one or more Unrestricted Subsidiaries exist hereunder, and to the extent they are consolidated with Parent, Borrower shall provide financial statements or reconciliation statements on a quarterly and annual basis that exclude the assets, liabilities and results of a operations of the Unrestricted Subsidiaries from the consolidated financial statements delivered pursuant to Section 5.2(a) and 5.2(b) of this Agreement. (e) The designation of a Restricted Subsidiary or a newly acquired or formed any Subsidiary as an Unrestricted Subsidiary, the conditions set forth in subsection (ii)(A) of Section 8.8(c) (the “Sale Condition”) and Section 8.4(h) (the “Investment Condition”) would be satisfied, assuming for this purpose that such designation (and all prior designations of Restricted Subsidiaries or newly acquired or formed Subsidiaries as Unrestricted Subsidiaries during the current fiscal year) constitutes a sale by the Borrower of (in the case of the Sale Condition), and Subsidiary shall constitute an Investment by in such Unrestricted Subsidiary and the Borrower Subsidiaries of such Unrestricted Subsidiary at the date of designation in an amount equal to (in the case of the Investment Condition), all the assets of the Subsidiary so designated, in each case for an amount equal to (x) the net book fair market value of such assets in Parent’s or the case applicable Restricted Subsidiaries’ investment therein. The designation of any Unrestricted Subsidiary to be a Restricted Subsidiary and (y) shall constitute the cost of acquisition or formation in the case of a newly acquired or formed Subsidiary (such amounts being herein referred to as “Designation Amounts” and deemed to constitute Net Proceeds for the purposes of the Sale Condition); provided, however, that notwithstanding anything to the contrary contained herein, until the AEPLP Guaranty Date, AEPLP and each of its Subsidiaries shall at all times remain Restricted Subsidiaries and in no event shall the Borrower have any right to redesignate AEPLP or any of its Subsidiaries as an Unrestricted Subsidiary. (b) A Subsidiary that has twice previously been designated an Unrestricted Subsidiary may not thereafter be designated as a Restricted Subsidiary. (c) The Borrower shall deliver to the Agent and each Bank, within 20 Business Days after any such designation, an Officers’ Certificate stating the effective date of such designation and stating that the foregoing conditions contained in this Section 7.8 have been satisfied. Such certificate shall be accompanied by a schedule setting forth in reasonable detail the calculations demonstrating compliance with such conditions, where appropriate. (d) All Investments, Indebtedness, Liens, Guaranty Obligations and other obligations that an Unrestricted Subsidiary (the “Designee”) has incurrence at the time of being designated a Restricted Subsidiary hereunder shall be deemed to have been acquired, made designation of any Debt or incurred, as the case may be, at the time Liens of such designation Subsidiary existing at such time. (f) Notwithstanding anything herein to the contrary, no Subsidiary may be an Unrestricted Subsidiary if it is a “restricted subsidiary” for purposes of any indenture, term loan agreement, credit agreement or similar agreement that contains the concept of “restricted” and in anticipation of such Designee becoming a Subsidiary and of acquiring its assets (except as otherwise specifically provided in Section 8.1(h)“unrestricted” subsidiaries.

Designations with Respect to Subsidiaries. (a) The Borrower may designate any Restricted Subsidiary or Any newly acquired or formed Subsidiary shall be deemed a Restricted Subsidiary unless designated by Borrower as an Unrestricted Subsidiary in accordance with the terms of this Section 5.14(a). (i) The Borrower may not acquire or form any such new Restricted Subsidiary nor may it designate any Unrestricted Subsidiary as a Restricted Subsidiary, in Subsidiary unless each case subject to satisfaction of the following conditionsconditions are satisfied: (iA) immediately before and after giving effect to such designationacquisition, formation or designation of a Restricted Subsidiary, no Default or Event of Default shall exist and be continuing; (B) after giving effect to such acquisition, formation or designation of a Restricted Subsidiary, the Borrower would be permitted to incur at least $1 of additional Indebtedness in accordance with the provisions of Section 6.02; (C) contemporaneously with the acquisition, formation or designation of a Restricted Subsidiary, such Restricted Subsidiary shall execute and deliver to the Administrative Agent a Guaranty, a Pledge Agreement, a Security Agreement, and a Mortgage, and such other Security Instruments as the Administrative Agent or the Required Lenders may reasonably request and the equity holder of such Subsidiary executing and delivering to the Administrative Agent a Pledge Agreement (or supplement to an existing Pledge Agreement) pledging 100% of the Equity Interest of such Subsidiary 72 along with the certificates pledged thereby, if any, and appropriately executed powers in blank, if applicable; (D) contemporaneously with the acquisition, formation or designation of a Restricted Subsidiary, the Borrower or such Restricted Subsidiary shall have delivered such certificates, opinions of counsel, title opinions, or other documents as the Administrative Agent may reasonably request relating to such Restricted Subsidiary; and (iiE) in the case of a designation of a Restricted Subsidiary or a newly acquired or formed Subsidiary as an Unrestricted Subsidiary, the conditions set forth in subsection (ii)(A) of Section 8.8(c) (the “Sale Condition”) and Section 8.4(h) (the “Investment Condition”) would be satisfied, assuming for this purpose that such designation (and all prior designations of Restricted Subsidiaries or newly acquired or formed Subsidiaries as Unrestricted Subsidiaries during the current fiscal year) constitutes a sale by the Borrower of (shall otherwise be in the case of the Sale Condition), and an Investment by the Borrower in an amount equal to (in the case of the Investment Condition), all the assets of the Subsidiary so designated, in each case for an amount equal to (x) the net book value of such assets in the case of a Restricted Subsidiary and (y) the cost of acquisition or formation in the case of a newly acquired or formed Subsidiary (such amounts being herein referred to as “Designation Amounts” and deemed to constitute Net Proceeds for the purposes of the Sale Condition); provided, however, that notwithstanding anything to the contrary contained herein, until the AEPLP Guaranty Date, AEPLP and each of its Subsidiaries shall at all times remain Restricted Subsidiaries and in no event shall the Borrower have any right to redesignate AEPLP or any of its Subsidiaries as an Unrestricted Subsidiarycompliance with Section 5.08. (b) A Subsidiary that has twice previously been designated an Unrestricted Subsidiary may not thereafter be designated as a Restricted Subsidiary. (cii) The Borrower shall deliver to the Administrative Agent and each Bank, within 20 Business Days after any such acquisition, formation or designation, an Officers’ Certificate a certificate of a Responsible Officer of Borrower stating the effective date of such designation and stating that the foregoing conditions contained in this Section 7.8 have been satisfied. Such certificate shall be accompanied by a schedule setting forth in reasonable detail the calculations demonstrating compliance with such conditions, where appropriate. (diii) All InvestmentsNotwithstanding anything herein to the contrary, Indebtedness, Liens, Guaranty Obligations and other obligations that at no time shall any Subsidiary be an Unrestricted Subsidiary if it is a “restricted subsidiary” for purposes of any indenture, credit agreement or similar agreement that contains the concept of “restricted” and “unrestricted” subsidiaries or otherwise provides a guarantee of, or provides collateral security for, the obligations thereunder. (b) The Borrower shall not designate any Restricted Subsidiary as an Unrestricted Subsidiary. (c) In the “Designee”) has at case of the time acquisition, formation or designation of being designated a Restricted Subsidiary, such new Restricted Subsidiary hereunder shall be deemed to have been acquired, made or incurredacquired all Investments owned by it and incurred all Indebtedness and other obligations owing by it and all Liens to which it or any of its properties are subject, as on the case may be, at the time date of such designation and in anticipation of such Designee becoming a Subsidiary and of acquiring its assets (except as otherwise specifically provided in Section 8.1(h)designation, acquisition, or formation.

Designations with Respect to Subsidiaries. (a) Any newly acquired or formed Subsidiary shall be deemed a Restricted Subsidiary unless designated by Borrower as an Unrestricted Subsidiary in accordance with the terms of this Section 6.11. The Borrower may not acquire or form any such new Restricted Subsidiary nor may it designate any Unrestricted Subsidiary as a Restricted Subsidiary unless each of the following conditions are satisfied: (i) immediately before and after giving effect to such acquisition or formation of a Restricted Subsidiary, no Default or Event of Default shall exist and be continuing; (ii) after giving effect to such acquisition or formation of a Restricted Subsidiary, the Borrower would be permitted to incur at least $1 of additional Indebtedness in accordance with the provisions of Section 7.05; and (iii) the Borrower shall otherwise be in compliance with Section 7.16. (b) The Borrower may designate any Restricted Subsidiary or newly acquired or formed Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary, in each case subject to satisfaction of each of the following conditions: (i) immediately before and after giving effect to such designation, no Default or Event of Default shall exist and be continuing; and; (ii) after giving effect to such designation, the Borrower would be permitted to incur at least $1 of additional Indebtedness in accordance with the case provisions of Section 7.05 (iii) (x) if such designation were deemed to constitute a designation of a sale by the Borrower or any Restricted Subsidiary or a newly acquired or formed of all the assets of the Subsidiary as an Unrestricted Subsidiaryso designated, the conditions set forth in subsection (ii)(A) of Section 8.8(c) (the “Sale Condition”) and Section 8.4(h) (the “Investment Condition”) such sale would be satisfied, assuming for this purpose that in compliance with Section 7.02 and (y) if such designation (and all other prior designations of Restricted Subsidiaries or newly acquired or formed Subsidiaries as Unrestricted Subsidiaries during the current fiscal yearSubsidiaries) constitutes a sale by the Borrower of (in the case of the Sale Condition), and were deemed to constitute an Investment by the Borrower or any Restricted Subsidiary in an amount equal to (in the case respect of the Investment Condition), all the assets of the Subsidiary so designated, such investment would be a Permitted Investment, in each case for an with the net proceeds of such sale or the amount of such Investment being deemed to equal to (x) the net book value of such assets in the case of a Restricted Subsidiary and (y) or the cost of acquisition or formation in the case of a newly acquired or formed Subsidiary (such amounts being herein referred to as “Designation Amounts” and deemed to constitute Net Proceeds for the purposes of the Sale Condition)Subsidiary; provided, however, that notwithstanding anything to the contrary contained herein, until the AEPLP Guaranty Date, AEPLP and each of its Subsidiaries shall at all times remain Restricted Subsidiaries and in no event shall the Borrower have any right to redesignate AEPLP or any of its Subsidiaries as an Unrestricted Subsidiary. (b) A Subsidiary that has twice previously been designated an Unrestricted Subsidiary may not thereafter be designated as a Restricted Subsidiary. (c) The Borrower shall deliver to the Agent and each Bank, within 20 Business Days after any such designation, an Officers’ Certificate stating the effective date of such designation and stating that the foregoing conditions contained in this Section 7.8 have been satisfied. Such certificate shall be accompanied by a schedule setting forth in reasonable detail the calculations demonstrating compliance with such conditions, where appropriate. (d) All Investments, Indebtedness, Liens, Guaranty Obligations and other obligations that an Unrestricted Subsidiary (the “Designee”) has at the time of being designated a Restricted Subsidiary hereunder shall be deemed to have been acquired, made or incurred, as the case may be, at the time of such designation and in anticipation of such Designee becoming a Subsidiary and of acquiring its assets (except as otherwise specifically provided in Section 8.1(h).and

Designations with Respect to Subsidiaries. (a) Unless designated in writing to the Administrative Agent pursuant to this Section, any Person that becomes a Subsidiary of any Restricted Entity after the Closing Date, other than a Subsidiary of a Person designated in writing to the Administrative Agent pursuant to this Section, shall be classified as a Restricted Subsidiary. (b) The Borrower Parent may designate from time to time and at any Restricted time any Subsidiary or newly acquired or formed Subsidiary created after the Closing Date as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary, in each case subject to satisfaction of the following conditions: if (i) immediately before and after giving effect to such designation, no Default or Event of Default shall exist and be continuing; and exists, (ii) immediately after giving effect to such designation on a pro forma basis, the Restricted Entities would have been in compliance with all of the case covenants contained in this Agreement, including, without limitation, Sections 6.16 and 6.17 as of a designation the end of a Restricted the most recent fiscal quarter, (iii) no Subsidiary or a newly acquired or formed Subsidiary may be designated as an Unrestricted SubsidiarySubsidiary if it is a “restricted subsidiary” for purposes of any indenture, credit agreement or similar agreement that contains the conditions set forth in subsection (ii)(A) concept of Section 8.8(c) (the “Sale Condition”) restricted” and Section 8.4(h) (the “Investment Condition”) would be satisfied, assuming for this purpose that such designation (and all prior designations of Restricted Subsidiaries or newly acquired or formed Subsidiaries as Unrestricted Subsidiaries during the current fiscal year) constitutes a sale by the Borrower of (in the case of the Sale Condition)unrestricted” subsidiaries, and an Investment by the Borrower in an amount equal to (in the case of the Investment Condition), all the assets of the Subsidiary so designated, in each case for an amount equal to (xiv) the net book value of such assets in Parent has delivered the case of a Restricted Subsidiary certificate and the Financial Statements required under clause (yd) the cost of acquisition or formation in the case of a newly acquired or formed Subsidiary (such amounts being herein referred to as “Designation Amounts” and deemed to constitute Net Proceeds for the purposes of the Sale Condition); provided, however, that notwithstanding anything to the contrary contained herein, until the AEPLP Guaranty Date, AEPLP and each of its Subsidiaries shall at all times remain Restricted Subsidiaries and in no event shall the Borrower have any right to redesignate AEPLP or any of its Subsidiaries as an Unrestricted Subsidiary. (b) A Subsidiary that has twice previously been designated an Unrestricted Subsidiary may not thereafter be designated as a Restricted Subsidiarybelow. (c) The Borrower Parent may designate from time to time and at any time an Unrestricted Subsidiary to be a Restricted Subsidiary if (i) immediately before and after such designation, no Default or Event of Default exists, (ii) immediately after giving effect to such designation on a pro forma basis, the Restricted Entities would have been in compliance with all of the covenants contained in this Agreement, including, without limitation, Sections 6.16 and 6.17 as of the end of the most recent fiscal quarter and (iii) the Parent has delivered the certificate required under clause (d) below. (d) With respect to each designation of a Subsidiary as an Unrestricted Subsidiary or a Restricted Subsidiary, the Parent shall deliver to the Administrative Agent and each Bank, within 20 Business Days after any such designation, an Officers’ Certificate (i) a certificate of a Responsible Officer of the Parent stating the effective date of such designation and stating that the foregoing conditions contained in required under this Section 7.8 5.11 and, if such designation is of a Subsidiary as an Unrestricted Subsidiary, the conditions required under the definition of “Unrestricted Subsidiary” have been satisfied. Such certificate shall be accompanied by a schedule setting forth in reasonable detail the calculations demonstrating compliance with such conditions, where appropriate.appropriate and (ii) upon the reasonable request of the Administrative Agent, updated Financial Statements giving effect to such designation for such periods and with such detail as may be reasonably requested by the Administrative Agent; (de) All Investments, Indebtedness, Liens, Guaranty Obligations and other obligations that Subsidiaries of an Unrestricted Subsidiary (the “Designee”) has at the time of being designated a Restricted Subsidiary hereunder shall be deemed to have been acquiredbe, made upon their creation or incurredacquisition, as the case may be, also Unrestricted Subsidiaries. The Borrower will not permit any Unrestricted Subsidiary to hold any Equity Interests in, or any Debt of, any Restricted Subsidiary other than as permitted under this Agreement. (f) The designation of any Subsidiary as an Unrestricted Subsidiary shall constitute an Investment in such Unrestricted Subsidiary and the Subsidiaries of such Unrestricted Subsidiary at the date of designation in an amount equal to the fair market value of the Borrower’s or applicable Credit Party’s investment therein. The designation of any Unrestricted Subsidiary to be a Restricted Subsidiary shall constitute the incurrence at the time of such designation and in anticipation of any Debt or Liens of such Designee becoming Subsidiary existing at such time. (g) The Parent may not designate any Restricted Subsidiary existing on the Closing Date to be an Unrestricted Subsidiary. For the avoidance of doubt, neither the Borrower nor NCS Canada shall be an Unrestricted Subsidiary. (h) If, at any time, any Unrestricted Subsidiary would fail to meet the requirements of clause (a) of the definition of “Unrestricted Subsidiary”, it will thereafter cease to be an Unrestricted Subsidiary for purposes of this Agreement and any Debt and Liens of such Subsidiary will be deemed to be incurred by a Restricted Subsidiary and of acquiring its assets (except the Parent as otherwise specifically provided of such date and, if such Debt and/or Liens are not permitted to be incurred as of such date under Section 6.1 and/or Section 6.2, hereof, as applicable, the Parent will be in Section 8.1(h)default of such covenant.

Designations with Respect to Subsidiaries. (a) The Borrower may designate any Restricted Subsidiary or Any newly acquired or formed Subsidiary shall be deemed a Restricted Subsidiary unless designated by Borrower as an Unrestricted Subsidiary in accordance with the terms of this Section 5.09(a). (i) The Borrower may not acquire or form any such new Restricted Subsidiary nor may it designate any Unrestricted Subsidiary as a Restricted Subsidiary, in Subsidiary unless each case subject to satisfaction of the following conditionsconditions are satisfied: (iA) immediately before and after giving effect to such acquisition, formation or designation of a Restricted Subsidiary, no Default or Event of Default shall exist and be continuing; (B) after giving effect to such acquisition, formation or designation of a Restricted Subsidiary, the Borrower would be permitted to incur at least $1 of additional Indebtedness in accordance with the provisions of Section 6.02(a); (C) as promptly as practicable after the acquisition, formation or designation of a Restricted Subsidiary, such Restricted Subsidiary (other than any Immaterial Subsidiary) shall execute and deliver to the Administrative Agent a Guaranty, a Pledge Agreement, a Security Agreement, and a Mortgage, and such other Security Instruments as the Majority Lenders may reasonably request and the equity holder of such Subsidiary executing and delivering to the Administrative Agent a Pledge Agreement (or a supplement to an existing Pledge Agreement) pledging 100% of the Equity Interest of such Subsidiary along with the certificates pledged thereby, if any, and appropriately executed powers in blank, if applicable; (D) as promptly as practicable after the acquisition, formation or designation of a Restricted Subsidiary (other than any Immaterial Subsidiary), the Borrower or such Restricted Subsidiary shall have delivered such certificates, opinions of counsel, title opinions, or other documents as the Majority Lenders may reasonably request relating to such Restricted Subsidiary; and (E) the Borrower shall otherwise be in compliance with Section 5.08. (ii) Contemporaneously with the delivery of the documents and agreements required under Section 5.09(a)(i)(C) above, the Borrower shall deliver to the Administrative Agent and each Lender, a certificate of a Responsible Officer of Borrower stating the effective date of such designation and stating that the foregoing conditions have been satisfied. (b) The Board of Directors of the Borrower may designate any Subsidiary of the Borrower (including any newly acquired or newly formed Subsidiary or a Person becoming a Subsidiary through merger or consolidation or Investment therein) to be an Unrestricted Subsidiary only if: (1) such Subsidiary or any of its Subsidiaries does not own any Capital Stock or Indebtedness of or have any Investment in, or own or hold any Lien on any property of, any other Subsidiary of the Borrower which is not a Subsidiary of the Subsidiary to be so designated or otherwise an Unrestricted Subsidiary; (2) all the Indebtedness of such Subsidiary and its Subsidiaries shall, at the date of designation, and will at all times thereafter, consist of Non-Recourse Debt; (3) on the date of such designation, such designation and the Investment of the Borrower or a Restricted Subsidiary in such Subsidiary complies with Section 6.05; (4) such Subsidiary is a Person with respect to which neither the Borrower nor any of its Restricted Subsidiaries has any direct or indirect obligation (a) to subscribe for additional Capital Stock of such Person or (b) to maintain or preserve such Person’s financial condition or to cause such Person to achieve any specified levels of operating results; (5) such Subsidiary, either alone or in the aggregate with all other Unrestricted Subsidiaries, does not operate, directly or indirectly, all or substantially all of the business of the Borrower and its Subsidiaries; and (6) such Subsidiary is not a party to any agreement, contract, arrangement or understanding with the Borrower or any Restricted Subsidiary with terms less favorable to the Borrower or such Restricted Subsidiary than those that might have been obtained from Persons who are not Affiliates of the Borrower. Any such designation by the Board of Directors of the Borrower shall be evidenced to the Administrative Agent by filing with the Administrative Agent a resolution of the Board of Directors of the Borrower giving effect to such designation and an Officers’ Certificate certifying that such designation complies with the preceding conditions. If, at any time, any Unrestricted Subsidiary would fail to meet the foregoing requirements as an Unrestricted Subsidiary, it shall thereafter cease to be an Unrestricted Subsidiary for purposes of this Agreement and any Indebtedness of such Subsidiary shall be deemed to be Incurred as of such date. The Board of Directors of the Borrower may designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that immediately after giving effect to such designation, no Default or Event of Default shall exist have occurred and be continuing; and (iicontinuing or would occur as a consequence thereof and the Borrower could Incur at least $1.00 of additional Indebtedness under Section 6.02(a)(i) in on a pro forma basis taking into account such designation. In the case of a the acquisition, formation or designation of a Restricted Subsidiary or a newly acquired or formed Subsidiary as an Unrestricted Subsidiary, the conditions set forth in subsection (ii)(A) of Section 8.8(c) (the “Sale Condition”) and Section 8.4(h) (the “Investment Condition”) would be satisfied, assuming for this purpose that such designation (and all prior designations of Restricted Subsidiaries or newly acquired or formed Subsidiaries as Unrestricted Subsidiaries during the current fiscal year) constitutes a sale by the Borrower of (in the case of the Sale Condition), and an Investment by the Borrower in an amount equal to (in the case of the Investment Condition), all the assets of the Subsidiary so designated, in each case for an amount equal to (x) the net book value of such assets in the case of a new Restricted Subsidiary and (y) the cost of acquisition or formation in the case of a newly acquired or formed Subsidiary (such amounts being herein referred to as “Designation Amounts” and deemed to constitute Net Proceeds for the purposes of the Sale Condition); provided, however, that notwithstanding anything to the contrary contained herein, until the AEPLP Guaranty Date, AEPLP and each of its Subsidiaries shall at all times remain Restricted Subsidiaries and in no event shall the Borrower have any right to redesignate AEPLP or any of its Subsidiaries as an Unrestricted Subsidiary. (b) A Subsidiary that has twice previously been designated an Unrestricted Subsidiary may not thereafter be designated as a Restricted Subsidiary. (c) The Borrower shall deliver to the Agent and each Bank, within 20 Business Days after any such designation, an Officers’ Certificate stating the effective date of such designation and stating that the foregoing conditions contained in this Section 7.8 have been satisfied. Such certificate shall be accompanied by a schedule setting forth in reasonable detail the calculations demonstrating compliance with such conditions, where appropriate. (d) All Investments, Indebtedness, Liens, Guaranty Obligations and other obligations that an Unrestricted Subsidiary (the “Designee”) has at the time of being designated a Restricted Subsidiary hereunder shall be deemed to have been acquired, made or incurredacquired all Investments owned by it and incurred all Indebtedness and other obligations owing by it and all Liens to which it or any of its properties are subject, as on the case may be, at the time date of such designation and in anticipation of such Designee becoming a Subsidiary and of acquiring its assets (except as otherwise specifically provided in Section 8.1(h)designation, acquisition, or formation.

Designations with Respect to Subsidiaries. (a) Unless designated in writing to the US Administrative Agent pursuant to this Section, any Person that becomes a Subsidiary of any Restricted Entity after the Closing Date, other than a Subsidiary of a Person designated in writing to the US Administrative Agent pursuant to this Section, shall be classified as a Restricted Subsidiary. (b) The Borrower Parent may designate from time to time and at any Restricted time any Subsidiary or newly acquired or formed Subsidiary created after the Closing Date as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary, in each case subject to satisfaction of the following conditions: if (i) immediately before and after giving effect to such designation, no Default or Event of Default shall exist and be continuing; and exists, (ii) immediately after giving effect to such designation on a pro forma basis, the Restricted Entities would have been in compliance with all of the case covenants contained in this Agreement, including, without limitation, Section 6.16 as of a designation the end of a Restricted the most recent fiscal quarter, (iii) no Subsidiary or a newly acquired or formed Subsidiary may be designated as an Unrestricted SubsidiarySubsidiary if it is a “restricted subsidiary” for purposes of any indenture, credit agreement or similar agreement that contains the conditions set forth in subsection (ii)(A) concept of Section 8.8(c) (the “Sale Condition”) restricted” and Section 8.4(h) (the “Investment Condition”) would be satisfied, assuming for this purpose that such designation (and all prior designations of Restricted Subsidiaries or newly acquired or formed Subsidiaries as Unrestricted Subsidiaries during the current fiscal year) constitutes a sale by the Borrower of (in the case of the Sale Condition)unrestricted” subsidiaries, and an Investment by the Borrower in an amount equal to (in the case of the Investment Condition), all the assets of the Subsidiary so designated, in each case for an amount equal to (xiv) the net book value of such assets in Parent has delivered the case of a Restricted Subsidiary certificate and the Financial Statements required under clause (yd) the cost of acquisition or formation in the case of a newly acquired or formed Subsidiary (such amounts being herein referred to as “Designation Amounts” and deemed to constitute Net Proceeds for the purposes of the Sale Condition); provided, however, that notwithstanding anything to the contrary contained herein, until the AEPLP Guaranty Date, AEPLP and each of its Subsidiaries shall at all times remain Restricted Subsidiaries and in no event shall the Borrower have any right to redesignate AEPLP or any of its Subsidiaries as an Unrestricted Subsidiary. (b) A Subsidiary that has twice previously been designated an Unrestricted Subsidiary may not thereafter be designated as a Restricted Subsidiarybelow. (c) The Borrower Parent may designate from time to time and at any time an Unrestricted Subsidiary to be a Restricted Subsidiary if (i) immediately before and after such designation, no Default or Event of Default exists, (ii) immediately after giving effect to such designation on a pro forma basis, the Restricted Entities would have been in compliance with all of the covenants contained in this Agreement, including, without limitation, Section 6.16 as of the end of the most recent fiscal quarter and (iii) the Parent has delivered the certificate required under clause (d) below. (d) With respect to each designation of a Subsidiary as an Unrestricted Subsidiary or a Restricted Subsidiary, the Parent shall deliver to the US Administrative Agent and each Bank, within 20 Business Days after any such designation, an Officers’ Certificate (i) a certificate of a Responsible Officer of the Parent stating the effective date of such designation and stating that the foregoing conditions contained in required under this Section 7.8 5.11 and, if such designation is of a Subsidiary as an Unrestricted Subsidiary, the conditions required under the definition of “Unrestricted Subsidiary” have been satisfied. Such certificate shall be accompanied by a schedule setting forth in reasonable detail the calculations demonstrating compliance with such conditions, where appropriate.appropriate and (ii) upon the reasonable request of the US Administrative Agent, updated Financial Statements giving effect to such designation for such periods and with such detail as may be reasonably requested by the US Administrative Agent; (de) All Investments, Indebtedness, Liens, Guaranty Obligations and other obligations that Subsidiaries of an Unrestricted Subsidiary (the “Designee”) has at the time of being designated a Restricted Subsidiary hereunder shall be deemed to have been acquiredbe, made upon their creation or incurredacquisition, as the case may be, also Unrestricted Subsidiaries. The US Borrower will not permit any Unrestricted Subsidiary to hold any Equity Interests in, or any Debt of, any Restricted Subsidiary other than as permitted under this Agreement. (f) The designation of any Subsidiary as an Unrestricted Subsidiary shall constitute an Investment in such Unrestricted Subsidiary and the Subsidiaries of such Unrestricted Subsidiary at the date of designation in an amount equal to the fair market value of the US Borrower’s or applicable Credit Party’s investment therein. The designation of any Unrestricted Subsidiary to be a Restricted Subsidiary shall constitute the incurrence at the time of such designation and in anticipation of any Debt or Liens of such Designee becoming Subsidiary existing at such time. (g) The Parent may not designate any Restricted Subsidiary existing on the Closing Date to be an Unrestricted Subsidiary. For the avoidance of doubt, neither Borrower shall be an Unrestricted Subsidiary. (h) If, at any time, any Unrestricted Subsidiary would fail to meet the requirements of clause (a) of the definition of “Unrestricted Subsidiary”, it will thereafter cease to be an Unrestricted Subsidiary for purposes of this Agreement and any Debt and Liens of such Subsidiary will be deemed to be incurred by a Restricted Subsidiary and of acquiring its assets (except the Parent as otherwise specifically provided of such date and, if such Debt and/or Liens are not permitted to be incurred as of such date under Section 6.1 and/or Section 6.2, hereof, as applicable, the Parent will be in Section 8.1(h)default of such covenant.

Designations with Respect to Subsidiaries. (a) The Borrower may designate any Restricted Subsidiary or Any newly acquired or formed Subsidiary shall be deemed a Restricted Subsidiary unless designated by Borrower as an Unrestricted Subsidiary in accordance with the terms of this Section 5.14(a). 75 (i) The Borrower may not acquire or form any such new Restricted Subsidiary nor may it designate any Unrestricted Subsidiary as a Restricted Subsidiary, in Subsidiary unless each case subject to satisfaction of the following conditionsconditions are satisfied: (iA) immediately before and after giving effect to such designationacquisition, formation or designation of a Restricted Subsidiary, no Default or Event of Default shall exist and be continuing; (B) after giving effect to such acquisition, formation or designation of a Restricted Subsidiary, the Borrower would be permitted to incur at least $1 of additional Indebtedness in accordance with the provisions of Section 6.02; (C) contemporaneously with the acquisition, formation or designation of a Restricted Subsidiary, such Restricted Subsidiary shall execute and deliver to the Administrative Agent a Guaranty, a Pledge Agreement, a Security Agreement, and a Mortgage, and such other Security Instruments as the Administrative Agent or the Majority Lenders may reasonably request and the equity holder of such Subsidiary executing and delivering to the Administrative Agent a Pledge Agreement (or supplement to an existing Pledge Agreement) pledging 100% of the Equity Interest of such Subsidiary (or such lesser percentage pursuant to Section 5.08(d)) along with the certificates pledged thereby, if any, and appropriately executed powers in blank, if applicable; (D) contemporaneously with the acquisition, formation or designation of a Restricted Subsidiary, the Borrower or such Restricted Subsidiary shall have delivered such certificates, opinions of counsel, title opinions, or other documents as the Administrative Agent may reasonably request relating to such Restricted Subsidiary; and (iiE) in the case of a designation of a Restricted Subsidiary or a newly acquired or formed Subsidiary as an Unrestricted Subsidiary, the conditions set forth in subsection (ii)(A) of Section 8.8(c) (the “Sale Condition”) and Section 8.4(h) (the “Investment Condition”) would be satisfied, assuming for this purpose that such designation (and all prior designations of Restricted Subsidiaries or newly acquired or formed Subsidiaries as Unrestricted Subsidiaries during the current fiscal year) constitutes a sale by the Borrower of (shall otherwise be in the case of the Sale Condition), and an Investment by the Borrower in an amount equal to (in the case of the Investment Condition), all the assets of the Subsidiary so designated, in each case for an amount equal to (x) the net book value of such assets in the case of a Restricted Subsidiary and (y) the cost of acquisition or formation in the case of a newly acquired or formed Subsidiary (such amounts being herein referred to as “Designation Amounts” and deemed to constitute Net Proceeds for the purposes of the Sale Condition); provided, however, that notwithstanding anything to the contrary contained herein, until the AEPLP Guaranty Date, AEPLP and each of its Subsidiaries shall at all times remain Restricted Subsidiaries and in no event shall the Borrower have any right to redesignate AEPLP or any of its Subsidiaries as an Unrestricted Subsidiarycompliance with Section 5.08. (b) A Subsidiary that has twice previously been designated an Unrestricted Subsidiary may not thereafter be designated as a Restricted Subsidiary. (cii) The Borrower shall deliver to the Administrative Agent and each Bank, within 20 Business Days after any such acquisition, formation or designation, an Officers’ Certificate a certificate of a Responsible Officer of Borrower stating the effective date of such designation and stating that the foregoing conditions contained in this Section 7.8 have been satisfied. Such certificate shall be accompanied by a schedule setting forth in reasonable detail the calculations demonstrating compliance with such conditions, where appropriate. (diii) All InvestmentsNotwithstanding anything herein to the contrary, Indebtedness, Liens, Guaranty Obligations and other obligations that at no time shall any Subsidiary be an Unrestricted Subsidiary if it is a "restricted subsidiary" for purposes of any indenture, credit agreement or similar agreement that contains the concept of "restricted" and "unrestricted" subsidiaries or otherwise provides a guarantee of, or provides collateral security for, the obligations thereunder. (b) The Borrower shall not designate any Restricted Subsidiary as an Unrestricted Subsidiary. (c) In the “Designee”) has at case of the time acquisition, formation or designation of being designated a Restricted Subsidiary, such new Restricted Subsidiary hereunder shall be deemed to have been acquired, made or incurredacquired all Investments owned by it and incurred all Indebtedness and other obligations owing by it and all Liens to which it or any of its properties are subject, as on the case may be, at the time date of such designation and in anticipation of such Designee becoming a Subsidiary and of acquiring its assets (except as otherwise specifically provided in Section 8.1(h)designation, acquisition, or formation.

Designations with Respect to Subsidiaries. (a) The Borrower may designate any Restricted Subsidiary or Any newly acquired or formed Subsidiary shall be deemed a Restricted Subsidiary unless designated by Borrower as an Unrestricted Subsidiary in accordance with the terms of this Section 5.14(a). (i) The Borrower may not acquire or form any such new Restricted Subsidiary nor may it designate any Unrestricted Subsidiary as a Restricted Subsidiary, in Subsidiary unless each case subject to satisfaction of the following conditionsconditions are satisfied: (iA) immediately before and after giving effect to such designationacquisition, formation or designation of a Restricted Subsidiary, no Default or Event of Default shall exist and be continuing; (B) after giving effect to such acquisition, formation or designation of a Restricted Subsidiary, the Borrower would be permitted to incur at least $1 of additional Indebtedness in accordance with the provisions of Section 6.02; (C) contemporaneously with the acquisition, formation or designation of a Restricted Subsidiary, such Restricted Subsidiary shall execute and deliver to the Administrative Agent a Guaranty, a Pledge Agreement, a Security Agreement, and a Mortgage, and such other Security Instruments as the Administrative Agent or the Required Lenders may reasonably request and the equity holder of such Subsidiary executing and delivering to the Administrative Agent a Pledge Agreement (or supplement to an existing Pledge Agreement) pledging 100% of the Equity Interest of such Subsidiary along with the certificates pledged thereby, if any, and appropriately executed powers in blank, if applicable; (D) contemporaneously with the acquisition, formation or designation of a Restricted Subsidiary, the Borrower or such Restricted Subsidiary shall have delivered such certificates, opinions of counsel, title opinions, or other documents as the Administrative Agent may reasonably request relating to such Restricted Subsidiary; and (iiE) in the case of a designation of a Restricted Subsidiary or a newly acquired or formed Subsidiary as an Unrestricted Subsidiary, the conditions set forth in subsection (ii)(A) of Section 8.8(c) (the “Sale Condition”) and Section 8.4(h) (the “Investment Condition”) would be satisfied, assuming for this purpose that such designation (and all prior designations of Restricted Subsidiaries or newly acquired or formed Subsidiaries as Unrestricted Subsidiaries during the current fiscal year) constitutes a sale by the Borrower of (shall otherwise be in the case of the Sale Condition), and an Investment by the Borrower in an amount equal to (in the case of the Investment Condition), all the assets of the Subsidiary so designated, in each case for an amount equal to (x) the net book value of such assets in the case of a Restricted Subsidiary and (y) the cost of acquisition or formation in the case of a newly acquired or formed Subsidiary (such amounts being herein referred to as “Designation Amounts” and deemed to constitute Net Proceeds for the purposes of the Sale Condition); provided, however, that notwithstanding anything to the contrary contained herein, until the AEPLP Guaranty Date, AEPLP and each of its Subsidiaries shall at all times remain Restricted Subsidiaries and in no event shall the Borrower have any right to redesignate AEPLP or any of its Subsidiaries as an Unrestricted Subsidiarycompliance with Section 5.08. (b) A Subsidiary that has twice previously been designated an Unrestricted Subsidiary may not thereafter be designated as a Restricted Subsidiary. (cii) The Borrower shall deliver to the Administrative Agent and each Bank, within 20 Business Days after any such acquisition, formation or designation, an Officers’ Certificate a certificate of a Responsible Officer of Borrower stating the effective date of such designation and stating that the foregoing conditions contained in this Section 7.8 have been satisfied. Such certificate shall be accompanied by a schedule setting forth in reasonable detail the calculations demonstrating compliance with such conditions, where appropriate. (diii) All InvestmentsNotwithstanding anything herein to the contrary, Indebtedness, Liens, Guaranty Obligations and other obligations that at no time shall any Subsidiary be an Unrestricted Subsidiary if it is a “restricted subsidiary” for purposes of any indenture, credit agreement or similar agreement that contains the concept of “restricted” and “unrestricted” subsidiaries or otherwise provides a guarantee of, or provides collateral security for, the obligations thereunder. (b) The Borrower shall not designate any Restricted Subsidiary as an Unrestricted Subsidiary. (c) In the “Designee”) has at case of the time acquisition, formation or designation of being designated a Restricted Subsidiary, such new Restricted Subsidiary hereunder shall be deemed to have been acquired, made or incurredacquired all Investments owned by it and incurred all Indebtedness and other obligations owing by it and all Liens to which it or any of its properties are subject, as on the case may be, at the time date of such designation and in anticipation of such Designee becoming a Subsidiary and of acquiring its assets (except as otherwise specifically provided in Section 8.1(h)designation, acquisition, or formation.

Designations with Respect to Subsidiaries. (a) The Borrower Company may designate any Restricted Subsidiary or newly acquired or formed Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary, in each case subject to satisfaction of the following conditions: (i) immediately before and after giving effect to such designation, no Default or Event of Default shall exist and be continuing; and (ii) after giving effect to such designation, the Company would be permitted to incur at least $1 of additional Indebtedness in accordance with the provisions of clauses (i) and (ii) of Section 8.1(f); and -71- 79 (iii) in the case of a designation of a Restricted Subsidiary or a newly acquired or formed Subsidiary as an Unrestricted Subsidiary, the conditions set forth in subsection subdivision (ii)(A) of Section 8.8(c) (the “"Sale Condition”") and Section 8.4(h) (the “"Investment Condition”") would be satisfied, assuming for this purpose that such designation (and all prior designations of Restricted Subsidiaries or newly acquired or formed Subsidiaries as Unrestricted Subsidiaries during the current fiscal year) constitutes a sale by the Borrower Company of (in the case of the Sale Condition), and an Investment by the Borrower Company in an amount equal to (in the case of the Investment Condition), all the assets of the Subsidiary so designated, in each case for an amount equal to (x) the net book value of such assets in the case of a Restricted Subsidiary and (y) the cost of acquisition or formation in the case of a newly acquired or formed Subsidiary (such amounts being herein referred to as “"Designation Amounts” " and deemed to constitute Net Proceeds for the purposes of the Sale Condition); provided, however, that notwithstanding anything to the contrary contained herein, until the AEPLP Guaranty Date, AEPLP and each of its Subsidiaries shall at all times remain Restricted Subsidiaries and in no event shall the Borrower have any right to redesignate AEPLP or any of its Subsidiaries as an Unrestricted Subsidiary. (b) A Subsidiary that has twice previously been designated an Unrestricted Subsidiary may not thereafter be designated as a Restricted Subsidiary. (c) The Borrower Company shall deliver to the Agent and each Bank, within 20 Business Days after any such designation, an Officers’ Officer's Certificate stating the effective date of such designation and stating that the foregoing conditions contained in this Section 7.8 7.13 have been satisfied. Such certificate shall be accompanied by a schedule setting forth in reasonable detail the calculations demonstrating compliance with such conditions, where appropriate. (d) All Investments, Indebtedness, Liens, Guaranty Obligations and other obligations that an Unrestricted Subsidiary (the “"Designee”") has at the time of being designated a Restricted Subsidiary hereunder shall be deemed to have been acquired, made or incurred, as the case may be, at the time of such designation and in anticipation of such Designee becoming a Subsidiary and of acquiring its assets (except as otherwise specifically provided in Section 8.1(h8.1(i) or (j) or Section 8.3(m)).

Designations with Respect to Subsidiaries. (a) The Borrower may designate any Restricted Subsidiary or Any newly acquired or formed Subsidiary shall be deemed a Restricted Subsidiary unless designated by Borrower as an Unrestricted Subsidiary in accordance with the terms of this Section 5.14(a). (i) The Borrower may not acquire or form any such new Restricted Subsidiary nor may it designate any Unrestricted Subsidiary as a Restricted Subsidiary, in Subsidiary unless each case subject to satisfaction of the following conditionsconditions are satisfied: (iA) immediately before and after giving effect to such designationacquisition, formation or designation of a Restricted Subsidiary, no Default or Event of Default shall exist and be continuing; (B) after giving effect to such acquisition, formation or designation of a Restricted Subsidiary, the Borrower would be permitted to incur at least $1 of additional Indebtedness in accordance with the provisions of Section 6.02; (C) contemporaneously with the acquisition, formation or designation of a Restricted Subsidiary, such Restricted Subsidiary shall execute and deliver to the Administrative Agent a Guaranty, a Pledge Agreement, a Security Agreement, and a Mortgage, and such other Security Instruments as the Administrative Agent or the Majority Lenders may reasonably request and the equity holder of such Subsidiary executing and delivering to the Administrative Agent a Pledge Agreement (or a supplement to an existing Pledge Agreement) pledging 100% of the Equity Interest of such Subsidiary along with the certificates pledged thereby, if any, and appropriately executed powers in blank, if applicable; (D) contemporaneously with the acquisition, formation or designation of a Restricted Subsidiary, the Borrower or such Restricted Subsidiary shall have delivered such certificates, opinions of counsel, title opinions, or other documents as the Administrative Agent may reasonably request relating to such Restricted Subsidiary; and (iiE) in the case of a designation of a Restricted Subsidiary or a newly acquired or formed Subsidiary as an Unrestricted Subsidiary, the conditions set forth in subsection (ii)(A) of Section 8.8(c) (the “Sale Condition”) and Section 8.4(h) (the “Investment Condition”) would be satisfied, assuming for this purpose that such designation (and all prior designations of Restricted Subsidiaries or newly acquired or formed Subsidiaries as Unrestricted Subsidiaries during the current fiscal year) constitutes a sale by the Borrower of (shall otherwise be in the case of the Sale Condition), and an Investment by the Borrower in an amount equal to (in the case of the Investment Condition), all the assets of the Subsidiary so designated, in each case for an amount equal to (x) the net book value of such assets in the case of a Restricted Subsidiary and (y) the cost of acquisition or formation in the case of a newly acquired or formed Subsidiary (such amounts being herein referred to as “Designation Amounts” and deemed to constitute Net Proceeds for the purposes of the Sale Condition); provided, however, that notwithstanding anything to the contrary contained herein, until the AEPLP Guaranty Date, AEPLP and each of its Subsidiaries shall at all times remain Restricted Subsidiaries and in no event shall the Borrower have any right to redesignate AEPLP or any of its Subsidiaries as an Unrestricted Subsidiarycompliance with Section 5.08. (b) A Subsidiary that has twice previously been designated an Unrestricted Subsidiary may not thereafter be designated as a Restricted Subsidiary. (cii) The Borrower shall deliver to the Administrative Agent and each BankLender, within 20 Business Days after any such acquisition, formation or designation, an Officers’ Certificate a certificate of a Responsible Officer of Borrower stating the effective date of such designation and stating that the foregoing conditions contained in this Section 7.8 have been satisfied. Such certificate shall be accompanied by a schedule setting forth in reasonable detail the calculations demonstrating compliance with such conditions, where appropriate. (diii) All InvestmentsNotwithstanding anything herein to the contrary, Indebtedness, Liens, Guaranty Obligations and other obligations that at no time shall any Subsidiary be an Unrestricted Subsidiary if it is a “restricted subsidiary” for purposes of any indenture, credit agreement or similar agreement that contains the concept of “restricted” and “unrestricted” subsidiaries or otherwise provides a guarantee of, or provides collateral security for, the obligations thereunder. (b) The Borrower shall not designate any Restricted Subsidiary as an Unrestricted Subsidiary. (c) In the “Designee”) has at case of the time acquisition, formation or designation of being designated a Restricted Subsidiary, such new Restricted Subsidiary hereunder shall be deemed to have been acquired, made or incurredacquired all Investments owned by it and incurred all Indebtedness and other obligations owing by it and all Liens to which it or any of its properties are subject, as on the case may be, at the time date of such designation and in anticipation of such Designee becoming a Subsidiary and of acquiring its assets (except as otherwise specifically provided in Section 8.1(h)designation, acquisition, or formation.

Designations with Respect to Subsidiaries. (a) The Borrower may designate any Restricted Subsidiary or newly acquired or formed Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary, in each case subject to satisfaction of the following conditions: (i) immediately before and after giving effect to such designation, no Default or Event of Default shall exist and be continuing; and (ii) after giving effect to such designation, the Borrower would be permitted to incur at least $1 of additional Indebtedness in accordance with the provisions of clauses (i) and (ii) of Section 8.1(f); (iii) in the case of a designation of a Restricted Subsidiary or a newly acquired or formed Subsidiary as an Unrestricted Subsidiary, the conditions set forth in subsection (ii)(A) of Section 8.8(c) (the “Sale Condition”"SALE CONDITION") and Section 8.4(h) (the “Investment Condition”"INVESTMENT CONDITION") would be satisfied, assuming for this purpose that such designation (and all prior designations of Restricted Subsidiaries or newly acquired or formed Subsidiaries as Unrestricted Subsidiaries during the current fiscal year) constitutes a sale by the Borrower of (in the case of the Sale Condition), and an Investment by the Borrower in an amount equal to (in the case of the Investment Condition), all the assets of the Subsidiary so designated, in each case for an amount equal to (x) the net book value of such assets in the case of a Restricted Subsidiary and (y) the cost of acquisition or formation in the case of a newly acquired or formed Subsidiary (such amounts being herein referred to as “Designation Amounts” "DESIGNATION AMOUNTS" and deemed to constitute Net Proceeds for the purposes of the Sale Condition); provided, however, that notwithstanding anything to the contrary contained herein, until the AEPLP Guaranty Security Date, AEPLP and each of its Subsidiaries shall at all times remain Restricted Subsidiaries and in no event shall the Borrower have any right to redesignate AEPLP or any of its Subsidiaries as an Unrestricted Subsidiary. (b) A Subsidiary that has twice previously been designated an Unrestricted Subsidiary may not thereafter be designated as a Restricted Subsidiary. (c) The Borrower shall deliver to the Agent and each Bank, within 20 Business Days after any such designation, an Officers’ Officer's Certificate stating the effective date of such designation and stating that the foregoing conditions contained in this Section 7.8 7.13 have been satisfied. Such certificate shall be accompanied by a schedule setting forth in reasonable detail the calculations demonstrating compliance with such conditions, where appropriate. (d) All Investments, Indebtedness, Liens, Guaranty Obligations and other obligations that an Unrestricted Subsidiary (the “Designee”"DESIGNEE") has at the time of being designated a Restricted Subsidiary hereunder shall be deemed to have been acquired, made or incurred, as the case may be, at the time of such designation and in anticipation of such Designee becoming a Subsidiary and of acquiring its assets (except as otherwise specifically provided in Section 8.1(h8.1(i) or (j) or Section 8.3(m)).

Designations with Respect to Subsidiaries. (a) The Borrower may designate any Restricted Subsidiary or Any newly acquired or formed Subsidiary shall be deemed a Restricted Subsidiary unless designated by Borrower as an Unrestricted Subsidiary in accordance with the terms of this Section 5.14(a). (i) The Borrower may not acquire or form any such new Restricted Subsidiary nor may it designate any Unrestricted Subsidiary as a Restricted Subsidiary, in Subsidiary unless each case subject to satisfaction of the following conditionsconditions are satisfied: (iA) immediately before and after giving effect to such designationacquisition or formation of a Restricted Subsidiary, no Default or Event of Default shall exist and be continuing; (B) after giving effect to such acquisition or formation of a Restricted Subsidiary, the Borrower would be permitted to incur at least $1 of additional Indebtedness in accordance with the provisions of Section 6.02; (C) contemporaneously with the acquisition or formation of a Restricted Subsidiary, such Restricted Subsidiary shall execute and deliver to the Administrative Agent a Guaranty, a Pledge Agreement, a Security Agreement, and a Mortgage, and such other Security Instruments as the Administrative Agent or the Required Lenders may reasonably request and the equity holder of such Subsidiary executing and delivering to the Administrative Agent a Pledge Agreement pledging 100% of the Equity Interest of such Subsidiary along with the certificates pledged thereby, if any, and appropriately executed powers in blank, if applicable; (D) contemporaneously with the acquisition or formation of a Restricted Subsidiary, the Borrower or such Restricted Subsidiary shall have delivered such certificates, opinions of counsel, title opinions, or other documents as the Administrative Agent may reasonably request relating to such Restricted Subsidiary; and (iiE) in the case of a designation of a Restricted Subsidiary or a newly acquired or formed Subsidiary as an Unrestricted Subsidiary, the conditions set forth in subsection (ii)(A) of Section 8.8(c) (the “Sale Condition”) and Section 8.4(h) (the “Investment Condition”) would be satisfied, assuming for this purpose that such designation (and all prior designations of Restricted Subsidiaries or newly acquired or formed Subsidiaries as Unrestricted Subsidiaries during the current fiscal year) constitutes a sale by the Borrower of (shall otherwise be in the case of the Sale Condition), and an Investment by the Borrower in an amount equal to (in the case of the Investment Condition), all the assets of the Subsidiary so designated, in each case for an amount equal to (x) the net book value of such assets in the case of a Restricted Subsidiary and (y) the cost of acquisition or formation in the case of a newly acquired or formed Subsidiary (such amounts being herein referred to as “Designation Amounts” and deemed to constitute Net Proceeds for the purposes of the Sale Condition); provided, however, that notwithstanding anything to the contrary contained herein, until the AEPLP Guaranty Date, AEPLP and each of its Subsidiaries shall at all times remain Restricted Subsidiaries and in no event shall the Borrower have any right to redesignate AEPLP or any of its Subsidiaries as an Unrestricted Subsidiarycompliance with Section 5.08. (b) A Subsidiary that has twice previously been designated an Unrestricted Subsidiary may not thereafter be designated as a Restricted Subsidiary. (cii) The Borrower shall deliver to the Administrative Agent and each Bank, within 20 Business Days after any such designation, an Officers’ Certificate a certificate of a Responsible Officer of Borrower stating the effective date of such designation and stating that the foregoing conditions contained in this Section 7.8 have been satisfied. Such certificate shall be accompanied by a schedule setting forth in reasonable detail the calculations demonstrating compliance with such conditions, where appropriate. (db) All Investments, Indebtedness, Liens, Guaranty Obligations and other obligations that The Borrower shall not designate any Restricted Subsidiary as an Unrestricted Subsidiary Subsidiary. (c) In the “Designee”) has at case of the time acquisition or formation of being designated a Restricted Subsidiary, such new Restricted Subsidiary hereunder shall be deemed to have been acquired, made or incurredacquired all Investments owned by it and incurred all Indebtedness and other obligations owing by it and all Liens to which it or any of its properties are subject, as on the case may be, at the time date of such designation and in anticipation of such Designee becoming a Subsidiary and of acquiring its assets (except as otherwise specifically provided in Section 8.1(h)designation, acquisition, or formation.

Designations with Respect to Subsidiaries. (a) The Borrower may designate any Restricted Subsidiary or Any newly acquired or formed Subsidiary shall be deemed a Restricted Subsidiary unless designated by Borrower as an Unrestricted Subsidiary in accordance with the terms of this Section 5.14(a). (i) The Borrower may not acquire or form any such new Restricted Subsidiary nor may it designate any Unrestricted Subsidiary as a Restricted Subsidiary, in Subsidiary unless each case subject to satisfaction of the following conditionsconditions are satisfied: (iA) immediately before and after giving effect to such designationacquisition, formation or designation of a Restricted Subsidiary, no Default or Event of Default shall exist and be continuing; (B) after giving effect to such acquisition, formation or designation of a Restricted Subsidiary, the Borrower would be permitted to incur at least $1 of additional Debt in accordance with the provisions of Section 6.02; (C) contemporaneously with the acquisition, formation or designation of a Restricted Subsidiary, such Restricted Subsidiary shall execute and deliver to the Administrative Agent a Guaranty, a Pledge Agreement, a Security Agreement, and a Mortgage, and such other Security Instruments as the Administrative Agent or the Majority Lenders may reasonably request and the equity holder of such Subsidiary executing and delivering to the Administrative Agent a Pledge Agreement (or supplement to an existing Pledge Agreement) pledging 100% of the Equity Interest of such Subsidiary (or such lesser percentage pursuant to Section 5.08(d)) along with the certificates pledged thereby, if any, and appropriately executed powers in blank, if applicable; (D) contemporaneously with the acquisition, formation or designation of a Restricted Subsidiary, the Borrower or such Restricted Subsidiary shall have delivered such certificates, opinions of counsel, title opinions, or other documents as the Administrative Agent may reasonably request relating to such Restricted Subsidiary; and (iiE) in the case of a designation of a Restricted Subsidiary or a newly acquired or formed Subsidiary as an Unrestricted Subsidiary, the conditions set forth in subsection (ii)(A) of Section 8.8(c) (the “Sale Condition”) and Section 8.4(h) (the “Investment Condition”) would be satisfied, assuming for this purpose that such designation (and all prior designations of Restricted Subsidiaries or newly acquired or formed Subsidiaries as Unrestricted Subsidiaries during the current fiscal year) constitutes a sale by the Borrower of (shall otherwise be in the case of the Sale Condition), and an Investment by the Borrower in an amount equal to (in the case of the Investment Condition), all the assets of the Subsidiary so designated, in each case for an amount equal to (x) the net book value of such assets in the case of a Restricted Subsidiary and (y) the cost of acquisition or formation in the case of a newly acquired or formed Subsidiary (such amounts being herein referred to as “Designation Amounts” and deemed to constitute Net Proceeds for the purposes of the Sale Condition); provided, however, that notwithstanding anything to the contrary contained herein, until the AEPLP Guaranty Date, AEPLP and each of its Subsidiaries shall at all times remain Restricted Subsidiaries and in no event shall the Borrower have any right to redesignate AEPLP or any of its Subsidiaries as an Unrestricted Subsidiarycompliance with Section 5.08. (b) A Subsidiary that has twice previously been designated an Unrestricted Subsidiary may not thereafter be designated as a Restricted Subsidiary. (cii) The Borrower shall deliver to the Administrative Agent and each Bank, within 20 Business Days after any such acquisition, formation or designation, an Officers’ Certificate a certificate of a Responsible Officer of Borrower stating the effective date of such designation and stating that the foregoing conditions contained in this Section 7.8 have been satisfied. Such certificate shall be accompanied by a schedule setting forth in reasonable detail the calculations demonstrating compliance with such conditions, where appropriate. (diii) All InvestmentsNotwithstanding anything herein to the contrary, Indebtedness, Liens, Guaranty Obligations and other obligations that at no time shall any Subsidiary be an Unrestricted Subsidiary if it is a “restricted subsidiary” for purposes of any indenture, credit agreement or similar agreement that contains the concept of “restricted” and “unrestricted” subsidiaries or otherwise provides a guarantee of, or provides collateral security for, the obligations thereunder. (b) The Borrower shall not designate any Restricted Subsidiary as an Unrestricted Subsidiary. (c) In the “Designee”) has at case of the time acquisition, formation or designation of being designated a Restricted Subsidiary, such new Restricted Subsidiary hereunder shall be deemed to have been acquired, made or incurredacquired all Investments owned by it and incurred all Debt and other obligations owing by it and all Liens to which it or any of its properties are subject, as on the case may be, at the time date of such designation and in anticipation of such Designee becoming a Subsidiary and of acquiring its assets (except as otherwise specifically provided in Section 8.1(h)designation, acquisition, or formation.

Designations with Respect to Subsidiaries. (a) The Borrower Company may designate any Restricted Subsidiary or newly acquired or formed Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary, in each case subject to satisfaction of the following conditions: (i) immediately before and after giving effect to such designation, no Default or Event of Default shall exist and be continuing; and (ii) after giving effect to such designation, the Company would be permitted to incur at least $1 of additional Indebtedness in accordance with the provisions of clauses (i) and (ii) of Section 8.1(f); (iii) in the case of a designation of a Restricted Subsidiary or a newly acquired or formed Subsidiary as an Unrestricted Subsidiary, the conditions set forth in subsection (ii)(A) of Section 8.8(c) (the “"Sale Condition”") and Section 8.4(h) (the “"Investment Condition”") would be satisfied, assuming for this purpose that such designation (and all prior designations of Restricted Subsidiaries or newly acquired or formed Subsidiaries as Unrestricted Subsidiaries during the current fiscal year) constitutes a sale by the Borrower Company of (in the case of the Sale Condition), and an Investment by the Borrower Company in an amount equal to (in the case of the Investment Condition), all the assets of the Subsidiary so designated, in each case for an amount equal to (x) the net book value of such assets in the case of a Restricted Subsidiary and (y) the cost of acquisition or formation in the case of a newly acquired or formed Subsidiary (such amounts being herein referred to as “"Designation Amounts” " and deemed to constitute Net Proceeds for the purposes of the Sale Condition); provided, however, that notwithstanding anything to the contrary contained herein, until the AEPLP Guaranty Security Date, AEPLP and each of its Subsidiaries shall at all times remain Restricted Subsidiaries and in no event shall the Borrower Company have any right to redesignate AEPLP or any of its Subsidiaries as an Unrestricted Subsidiary. (b) A Subsidiary that has twice previously been designated an Unrestricted Subsidiary may not thereafter be designated as a Restricted Subsidiary. (c) The Borrower Company shall deliver to the Agent and each Bank, within 20 Business Days after any such designation, an Officers’ Officer's Certificate stating the effective date of such designation and stating that the foregoing conditions contained in this Section 7.8 7.13 have been satisfied. Such certificate shall be accompanied by a schedule setting forth in reasonable detail the calculations demonstrating compliance with such conditions, where appropriate. (d) All Investments, Indebtedness, Liens, Guaranty Obligations and other obligations that an Unrestricted Subsidiary (the “"Designee”") has at the time of being designated a Restricted Subsidiary hereunder shall be deemed to have been acquired, made or incurred, as the case may be, at the time of such designation and in anticipation of such Designee becoming a Subsidiary and of acquiring its assets (except as otherwise specifically provided in Section 8.1(h8.1(i) or (j) or Section 8.3(m)).

Designations with Respect to Subsidiaries. (a) The Borrower Subject to clause (c) below, any Subsidiary of Parent that is formed or acquired after the Closing Date shall be deemed a Restricted Subsidiary unless at such time (or promptly thereafter) the North American Loan Party Agent designates such Subsidiary an Unrestricted Subsidiary in a written notice to the Agent. (b) Subject to clause (c) below, the North American Loan Party Agent may designate any Restricted Subsidiary (other than a Borrower or newly any parent company of a Borrower) as an Unrestricted Subsidiary by a written notice to the Agent. (c) Neither the Parent nor any Restricted Subsidiary may form or acquire any new Unrestricted Subsidiary after the Closing Date, nor may the North American Loan Party Agent designate any existing Restricted Subsidiary as an Unrestricted Subsidiary, unless each of the following conditions is satisfied in connection with such acquisition or formation or such designation (as applicable): (i) any Investment in such Unrestricted Subsidiary is permitted under Section10.2.4(u); (ii) except as permitted by Section 10.2.15, the Subsidiary being formed, acquired or formed designated as an Unrestricted Subsidiary, as applicable, is not a party to any agreement, contract, arrangement or understanding with Parent or any Restricted Subsidiary unless the terms of any such agreement, contract, arrangement or understanding are no less favorable to Parent or such Restricted Subsidiary than those that might be obtained at the time from Persons who are not Affiliates of Parent; (iii) the Subsidiary being formed, acquired or designated as an Unrestricted Subsidiary, as applicable, is a Person with respect to which none of the Parent or any of the Restricted Subsidiaries 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) No Default or Event of Default would result from such acquisition, formation or designation (as applicable). (d) Any designation or re-designation of a Subsidiary as an Unrestricted Subsidiary shall be deemed to be an Investment on the date of such designation or re-designation in an Unrestricted Subsidiary in an amount equal to the Fair Market Value of the outstanding Investments of Parent and the Restricted Subsidiaries in such Unrestricted Subsidiary. (e) The North American Loan Party Agent may designate any Unrestricted Subsidiary as a Restricted SubsidiarySubsidiary by a written notice to the Agent, in each case subject to satisfaction of the following conditions: (i) immediately before and after giving effect to such designation, provided that no Default or Event of Default shall exist and be continuing; and (ii) in the case of a designation of would result from such designation. An Unrestricted Subsidiary which has been re-designated as a Restricted Subsidiary or a newly acquired or formed Subsidiary may not be subsequently redesignated as an Unrestricted Subsidiary, the conditions set forth in subsection (ii)(A) . The designation of Section 8.8(c) (the “Sale Condition”) and Section 8.4(h) (the “Investment Condition”) would be satisfied, assuming for this purpose that such designation (and all prior designations of Restricted Subsidiaries or newly acquired or formed Subsidiaries an Unrestricted Subsidiary as Unrestricted Subsidiaries during the current fiscal year) constitutes a sale by the Borrower of (in the case of the Sale Condition), and an Investment by the Borrower in an amount equal to (in the case of the Investment Condition), all the assets of the Subsidiary so designated, in each case for an amount equal to (x) the net book value of such assets in the case of a Restricted Subsidiary and shall constitute the incurrence at the time of designation of any Debt or Liens of such Subsidiary existing at such time. (yf) On or promptly after the cost date of acquisition its formation, acquisition, designation or formation re-designation, as applicable, each Unrestricted Subsidiary shall have entered into a tax sharing agreement containing terms that, in the case of a newly acquired or formed Subsidiary (such amounts being herein referred to as “Designation Amounts” and deemed to constitute Net Proceeds for the purposes reasonable judgment of the Sale Condition)Agent, provide for an appropriate allocation of tax liabilities and benefits; provided, however, that notwithstanding anything each Unrestricted Subsidiary shall only be required to enter into an agreement (i) with Parent or a Restricted Subsidiary that is a U.S. Person if the Unrestricted Subsidiary is (A) a U.S. Person (other than, to the contrary contained hereinextent an adverse tax consequence would result, until a U.S. Person that is a direct or indirect Subsidiary of a Foreign Subsidiary that is a “controlled foreign corporation” within the AEPLP Guaranty Datemeaning of Section 957 of the Code), AEPLP (B) a corporation (as defined under the Code) and each (C) consolidated with Parent or such Restricted Subsidiary for U.S. federal income tax purposes or (ii) with a Restricted Subsidiary that is not a U.S. Person if the Unrestricted Subsidiary is (A) not a U.S. Person or is a direct or indirect Subsidiary of its Subsidiaries shall at all times remain a Foreign Subsidiary that is a “controlled foreign corporation” within the meaning of Section 957 of the Code and (B) consolidated with such Restricted Subsidiaries and in no event shall the Borrower have any right to redesignate AEPLP or any of its Subsidiaries as an Unrestricted SubsidiarySubsidiary for tax purposes. (b) A Subsidiary that has twice previously been designated an Unrestricted Subsidiary may not thereafter be designated as a Restricted Subsidiary. (c) The Borrower shall deliver to the Agent and each Bank, within 20 Business Days after any such designation, an Officers’ Certificate stating the effective date of such designation and stating that the foregoing conditions contained in this Section 7.8 have been satisfied. Such certificate shall be accompanied by a schedule setting forth in reasonable detail the calculations demonstrating compliance with such conditions, where appropriate. (dg) All Investments, Indebtedness, Liens, Guaranty Obligations “Unrestricted Subsidiaries” designated under this Agreement and other obligations that an Unrestricted Subsidiary (under the “Designee”) has at applicable provisions of the time of being designated a Restricted Subsidiary hereunder shall Senior Secured Notes Indenture must be deemed to have been acquired, made or incurred, as the case may be, at the time of such designation and in anticipation of such Designee becoming a Subsidiary and of acquiring its assets (except as otherwise specifically provided in Section 8.1(h)same Persons.

Designations with Respect to Subsidiaries. (a) The Borrower may designate any Restricted Subsidiary or newly acquired or formed Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary, in each case subject to satisfaction of the following conditions: (i) immediately before and after giving effect to such designation, no Default or Event of Default shall exist and be continuing; and (ii) after giving effect to such designation, the Borrower would be permitted to incur at least $1 of additional Indebtedness in accordance with the provisions of clauses (i) and (ii) of Section 8.1(f); (iii) in the case of a designation of a Restricted Subsidiary or a newly acquired or formed Subsidiary as an Unrestricted Subsidiary, the conditions set forth in subsection (ii)(A) of Section 8.8(c) (the “Sale Condition”) and Section 8.4(h) (the “Investment Condition”) would be satisfied, assuming for this purpose that such designation (and all prior designations of Restricted Subsidiaries or newly acquired or formed Subsidiaries as Unrestricted Subsidiaries during the current fiscal year) constitutes a sale by the Borrower of (in the case of the Sale Condition), and an Investment by the Borrower in an amount equal to (in the case of the Investment Condition), all the assets of the Subsidiary so designated, in each case for an amount equal to (x) the net book value of such assets in the case of a Restricted Subsidiary and (y) the cost of acquisition or formation in the case of a newly acquired or formed Subsidiary (such amounts being herein referred to as “Designation Amounts” and deemed to constitute Net Proceeds for the purposes of the Sale Condition); provided, however, that notwithstanding anything to the contrary contained herein, until the AEPLP Guaranty Security Date, AEPLP and each of its Subsidiaries shall at all times remain Restricted Subsidiaries and in no event shall the Borrower have any right to redesignate AEPLP or any of its Subsidiaries as an Unrestricted Subsidiary. (b) A Subsidiary that has twice previously been designated an Unrestricted Subsidiary may not thereafter be designated as a Restricted Subsidiary. (c) The Borrower shall deliver to the Agent and each Bank, within 20 Business Days after any such designation, an Officers’ Officer’s Certificate stating the effective date of such designation and stating that the foregoing conditions contained in this Section 7.8 7.13 have been satisfied. Such certificate shall be accompanied by a schedule setting forth in reasonable detail the calculations demonstrating compliance with such conditions, where appropriate. (d) All Investments, Indebtedness, Liens, Guaranty Obligations and other obligations that an Unrestricted Subsidiary (the “Designee”) has at the time of being designated a Restricted Subsidiary hereunder shall be deemed to have been acquired, made or incurred, as the case may be, at the time of such designation and in anticipation of such Designee becoming a Subsidiary and of acquiring its assets (except as otherwise specifically provided in Section 8.1(h8.1(i) or (j) or Section 8.3(m)).

Designations with Respect to Subsidiaries. (a) The Any Domestic Subsidiary formed or acquired after the Restatement Date shall be deemed a Restricted Subsidiary (including, for the avoidance of doubt, any Subsidiary indirectly acquired pursuant to a Permitted Acquisition), except as otherwise provided in this Section 5.7(a). Borrower may designate by written notification thereof to Administrative Agent, any Restricted Subsidiary (other than Borrower or any other Credit Party with assets included in the Borrowing Base), including a newly formed or newly acquired or formed Subsidiary, as an Unrestricted Subsidiary if (i) the Payment Conditions are satisfied before and after giving effect thereto (with the designation of such Subsidiary as an Unrestricted Subsidiary or being deemed to be an Investment in an amount equal to the fair market value of such Subsidiary as of the date of such designation for purposes of determining compliance with the Payment Conditions), (ii) if such designation is to make a Credit Party an Unrestricted Subsidiary, no such designation may be made if such Credit Party has received from any Restricted Entity a Disposition that would not have been permitted under Section 6.8 had such Credit Party been an Unrestricted Subsidiary at the time of such Disposition, and (iii) only two such designations may be made as to any particular Subsidiary. (b) If Borrower desires to designate any Subsidiary which is then an Unrestricted Subsidiary to be a Restricted SubsidiarySubsidiary after the date hereof, in each case subject to satisfaction of the following conditions: (i) immediately before and after giving effect to such designation, if no Default or Event of Default has occurred and is continuing or would result therefrom, Borrower shall exist cause such Person to comply with Section 5.7(c), at which time such Subsidiary shall cease to be an "Unrestricted Subsidiary" and be continuing; andshall become a "Restricted Subsidiary" for purposes of this Agreement and the other Credit Documents without any amendment, modification or other supplement to any of the foregoing. (iic) Borrower shall deliver to Administrative Agent each of the items set forth in Schedule 5.7 attached hereto with respect to each Wholly-Owned Restricted Subsidiary created or acquired after the case Restatement Date to the extent required in Schedule 5.7 and subject to the grace periods set forth therein. (d) At any time that one or more Unrestricted Subsidiaries exist hereunder, and to the extent they are consolidated with Parent, Borrower shall provide financial statements or reconciliation statements on a quarterly and annual basis that exclude the assets, liabilities and results of a operations of the Unrestricted Subsidiaries from the consolidated financial statements delivered pursuant to Section 5.2(a) and 5.2(b) of this Agreement. (e) The designation of a Restricted Subsidiary or a newly acquired or formed any Subsidiary as an Unrestricted Subsidiary, the conditions set forth in subsection (ii)(A) of Section 8.8(c) (the “Sale Condition”) and Section 8.4(h) (the “Investment Condition”) would be satisfied, assuming for this purpose that such designation (and all prior designations of Restricted Subsidiaries or newly acquired or formed Subsidiaries as Unrestricted Subsidiaries during the current fiscal year) constitutes a sale by the Borrower of (in the case of the Sale Condition), and Subsidiary shall constitute an Investment by in such Unrestricted Subsidiary and the Borrower Subsidiaries of such Unrestricted Subsidiary at the date of designation in an amount equal to (in the case of the Investment Condition), all the assets of the Subsidiary so designated, in each case for an amount equal to (x) the net book fair market value of such assets in Parent's or the case applicable Restricted Subsidiaries' investment therein. The designation of any Unrestricted Subsidiary to be a Restricted Subsidiary and (y) shall constitute the cost of acquisition or formation in the case of a newly acquired or formed Subsidiary (such amounts being herein referred to as “Designation Amounts” and deemed to constitute Net Proceeds for the purposes of the Sale Condition); provided, however, that notwithstanding anything to the contrary contained herein, until the AEPLP Guaranty Date, AEPLP and each of its Subsidiaries shall at all times remain Restricted Subsidiaries and in no event shall the Borrower have any right to redesignate AEPLP or any of its Subsidiaries as an Unrestricted Subsidiary. (b) A Subsidiary that has twice previously been designated an Unrestricted Subsidiary may not thereafter be designated as a Restricted Subsidiary. (c) The Borrower shall deliver to the Agent and each Bank, within 20 Business Days after any such designation, an Officers’ Certificate stating the effective date of such designation and stating that the foregoing conditions contained in this Section 7.8 have been satisfied. Such certificate shall be accompanied by a schedule setting forth in reasonable detail the calculations demonstrating compliance with such conditions, where appropriate. (d) All Investments, Indebtedness, Liens, Guaranty Obligations and other obligations that an Unrestricted Subsidiary (the “Designee”) has incurrence at the time of being designated a Restricted Subsidiary hereunder shall be deemed to have been acquired, made designation of any Debt or incurred, as the case may be, at the time Liens of such designation Subsidiary existing at such time. (f) Notwithstanding anything herein to the contrary, no Subsidiary may be an Unrestricted Subsidiary if it is a "restricted subsidiary" for purposes of any indenture, term loan agreement, credit agreement or similar agreement that contains the concept of "restricted" and in anticipation of such Designee becoming a Subsidiary and of acquiring its assets (except as otherwise specifically provided in Section 8.1(h)"unrestricted" subsidiaries.