Common use of Unrestricted Subsidiaries Clause in Contracts

Unrestricted Subsidiaries. (a) The Borrower may designate any of its Restricted Subsidiaries to be an Unrestricted Subsidiary if that designation would not cause a Default and if that designation otherwise is consistent with this definition of an Unrestricted Subsidiary. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the Fair Market Value of all outstanding Investments owned by the Borrower and its Restricted Subsidiaries in the Subsidiary properly designated shall be deemed to be an Investment made as of the time of the designation and will either reduce the amount available for Restricted Payments under Section 7.5 or be an Investment permitted under Section 7.4, as determined by the Borrower; provided that no designation of an Unrestricted Subsidiary may be made in reliance on Section 7.5(c). Such designation will only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. (b) Any designation of a Subsidiary of the Borrower as an Unrestricted Subsidiary shall be evidenced by the Borrower’s delivery to the Administrative Agent a certified copy of a resolution of the board of directors of the Borrower giving effect to such designation and a certificate of a Responsible Officer certifying that such designation complied with the preceding conditions and was permitted by Section 7.5. If, at any time, any Unrestricted Subsidiary would fail to meet the requirements of an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of this Agreement, and any Indebtedness of such Subsidiary will be deemed to be incurred by a Restricted Subsidiary of the Borrower as of such date and, if such Indebtedness is not permitted to be incurred as of such date under Section 7.1, the Borrower will be in default of Section 7.1 unless such Unrestricted Subsidiary is made to meet such requirements. (c) The Borrower may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of the Borrower; provided that such designation will be deemed to be an incurrence of Indebtedness and Liens by a Restricted Subsidiary of the Borrower of any outstanding Indebtedness and Liens of such Unrestricted Subsidiary, and such designation will only be permitted if (x) such Indebtedness and Liens are permitted under Sections 7.1 and 7.2, (y) the Borrower shall have delivered to the Administrative Agent a Pro Forma Compliance Certificate demonstrating that after giving effect to such designation on a Pro Forma Basis, the Loan Parties would be in compliance with the financial covenants set forth in Article VI recomputed as of the end of the period of the four Fiscal Quarters most recently ended for which the Borrower has delivered financial statements pursuant to Section 5.1(a) or (b); and (z) no Default or Event of Default would be in existence following such designation.

Unrestricted Subsidiaries. The Borrower: (a) The Borrower may designate any will cause the management, business and affairs of its Restricted Subsidiaries to be an Unrestricted Subsidiary if that designation would not cause a Default and if that designation otherwise is consistent with this definition of an Unrestricted Subsidiary. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the Fair Market Value of all outstanding Investments owned by the Borrower and its each Restricted Subsidiaries in the Subsidiary properly designated shall be deemed to be an Investment made as conducted in such a manner (including, without limitation, by keeping separate books of account, furnishing separate financial statements of Unrestricted Subsidiaries to creditors and potential creditors thereof and by not permitting Properties of the time of the designation and will either reduce the amount available for Restricted Payments under Section 7.5 or Credit Parties to be an Investment permitted under Section 7.4, as determined by the Borrower; provided commingled) so that no designation of an each Unrestricted Subsidiary may will be made in reliance on Section 7.5(c). Such designation will only be permitted if treated as an entity separate and distinct from the Investment would be permitted at that time Borrower and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary.Subsidiaries; (b) Any designation of will cause each Unrestricted Subsidiary (i) to refrain from maintaining its assets in such a Subsidiary manner that would make it costly or difficult to segregate, ascertain or identify as its individual assets from those of the Borrower as or any Restricted Subsidiary and (ii) to observe all corporate formalities; (c) will not, and will not permit any other Restricted Subsidiary to, incur, assume, guarantee or be or become liable for any Debt of any of the Unrestricted Subsidiaries; (d) will not, and will not permit any Restricted Subsidiary to, permit any credit agreement for a senior credit facility, a loan agreement for a senior credit facility, a note purchase agreement for the sale of promissory notes or an Unrestricted indenture governing capital markets debt instruments pursuant to which the Borrower or any Restricted Subsidiary shall be evidenced by is a borrower, issuer or guarantor (the Borrower’s delivery to “Relevant Debt”), the Administrative Agent a certified copy terms of which would, upon the occurrence of a resolution of the board of directors of the Borrower giving effect to such designation and a certificate of a Responsible Officer certifying that such designation complied with the preceding conditions and was permitted by Section 7.5. If, at default under any time, any Unrestricted Subsidiary would fail to meet the requirements Debt of an Unrestricted Subsidiary, it will thereafter cease (i) result in, or permit the holder of any Relevant Debt to declare a default on such Relevant Debt or (ii) cause the payment of any Relevant Debt to be an Unrestricted Subsidiary for purposes of this Agreement, and any Indebtedness accelerated or payable before the fixed date on which the principal of such Subsidiary will be deemed to be incurred by a Restricted Subsidiary of the Borrower as of such date Relevant Debt is due and payable; and, if such Indebtedness is not permitted to be incurred as of such date under Section 7.1, the Borrower will be in default of Section 7.1 unless such Unrestricted Subsidiary is made to meet such requirements. (ce) The Borrower may at any time designate will not permit any Unrestricted Subsidiary to be a Restricted Subsidiary of the Borrower; provided that such designation will be deemed to be an incurrence of Indebtedness and Liens by a Restricted Subsidiary of the Borrower of hold any outstanding Indebtedness and Liens of such Unrestricted SubsidiaryEquity Interest in, and such designation will only be permitted if (x) such Indebtedness and Liens are permitted under Sections 7.1 and 7.2or any Debt of, (y) the Borrower shall have delivered to the Administrative Agent a Pro Forma Compliance Certificate demonstrating that after giving effect to such designation on a Pro Forma Basis, the Loan Parties would be in compliance with the financial covenants set forth in Article VI recomputed as of the end of the period of the four Fiscal Quarters most recently ended for which the Borrower has delivered financial statements pursuant to Section 5.1(a) or (b); and (z) no Default or Event of Default would be in existence following such designationany Credit Party.

Unrestricted Subsidiaries. (a) The Borrower may designate at any time designate, by a certificate executed by a Responsible Officer of its the Borrower, any Restricted Subsidiaries Subsidiary as an Unrestricted Subsidiary; provided that (1) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing, (2) the Borrower is in compliance, on a Pro Forma Basis, with the Financial Performance Covenants immediately after giving effect to such designation as of the last day of the most recent fiscal quarter of the Borrower for which financial statements have been delivered pursuant to Section 5.04, (3) such Unrestricted Subsidiary does not own, directly or indirectly, any Equity Interests of the Borrower or any Restricted Subsidiary and (4) no Subsidiary may be designated as an Unrestricted Subsidiary if that designation would not cause it is a Default and if that designation otherwise is consistent with this definition of an Unrestricted “Restricted Subsidiary. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, ” for the Fair Market Value of all outstanding Investments owned by the Borrower and its Restricted Subsidiaries in the Subsidiary properly designated shall be deemed to be an Investment made as purpose of the time Existing Notes, any Permitted Junior Debt or any Permitted Refinancing Indebtedness with respect to any of the designation and will either reduce the amount available for Restricted Payments under Section 7.5 or be an Investment permitted under Section 7.4, as determined by the Borrower; provided that no foregoing. The designation of an Unrestricted any Subsidiary may be made in reliance on Section 7.5(c). Such designation will only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. (b) Any designation of a Subsidiary of the Borrower as an Unrestricted Subsidiary shall be evidenced constitute an Investment by the Borrower’s delivery Borrower or the relevant Restricted Subsidiary (as applicable) therein at the date of designation in an amount equal to the Administrative Agent a certified copy net book value of a resolution of the board of directors of the Borrower giving effect to all such designation and a certificate of a Responsible Officer certifying that such designation complied with the preceding conditions and was permitted by Section 7.5. If, at any time, any Unrestricted Subsidiary would fail to meet the requirements of an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of this Agreement, and any Indebtedness of such Subsidiary will be deemed to be incurred by a Restricted Subsidiary of the Borrower as of such date and, if such Indebtedness is not permitted to be incurred as of such date under Section 7.1, the Borrower will be in default of Section 7.1 unless such Unrestricted Subsidiary is made to meet such requirementsPerson’s outstanding Investment therein. (cb) The Borrower may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of the BorrowerSubsidiary; provided that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of any outstanding Indebtedness of such Unrestricted Subsidiary and an incurrence of Liens by a Restricted Subsidiary of on the Borrower of any outstanding Indebtedness and Liens property of such Unrestricted Subsidiary, and such designation will only be permitted if (xi) such Indebtedness is permitted under Section 6.01 and such Liens are permitted under Sections 7.1 and 7.2Section 6.02, (y) the Borrower shall have delivered to the Administrative Agent a Pro Forma Compliance Certificate demonstrating that after giving effect to such designation on a Pro Forma Basis, the Loan Parties would be in compliance with the financial covenants set forth in Article VI recomputed as of the end of the period of the four Fiscal Quarters most recently ended for which the Borrower has delivered financial statements pursuant to Section 5.1(a) or (b); and (zii) no Default or Event of Default would be in existence immediately following such designation, (iii) the Borrower is in compliance, on a Pro Forma Basis, with the Financial Performance Covenants immediately after giving effect to such designation as of the last day of the most recent fiscal quarter of the Borrower for which financial statements have been delivered pursuant to Section 5.04 and (iv) such Subsidiary becomes a Subsidiary Loan Party to the extent required by Section 5.10 and the Collateral and Guarantee Requirement is satisfied with respect to such Subsidiary and with respect to any Equity Interest in or Indebtedness of such Subsidiary owned by or on behalf of any Loan Party.

Unrestricted Subsidiaries. (a) The Borrower may designate any of its Restricted Subsidiaries Subject to be an Unrestricted Subsidiary if that designation would not cause a Default and if that designation otherwise is consistent with this the exclusions in the proviso in the definition of an “Unrestricted Subsidiary. If a ”, any Restricted Subsidiary is may be designated as an Unrestricted Subsidiary, Subsidiary and any Unrestricted Subsidiary may be designated as a Restricted Subsidiary upon delivery to the Fair Market Value Administrative Agent of all outstanding Investments owned by the Borrower and its Restricted Subsidiaries in the Subsidiary properly designated shall be deemed to be an Investment made as of the time of the designation and will either reduce the amount available for Restricted Payments under Section 7.5 or be an Investment permitted under Section 7.4, as determined by written notice from the Borrower; provided that (a) immediately before and after such designation, no designation Default or Event of an Unrestricted Subsidiary may Default shall have occurred and be made in reliance on Section 7.5(c). Such designation will only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. continuing, (b) Any designation other than for purposes of designating a Restricted Subsidiary of the Borrower as an Unrestricted Subsidiary shall be evidenced by the Borrower’s delivery to the Administrative Agent in connection with a certified copy of a resolution of the board of directors of the Borrower giving effect to such designation and a certificate of a Responsible Officer certifying that such designation complied with the preceding conditions and was permitted by Section 7.5. IfPermitted Securitization Program, at any time, any Unrestricted Subsidiary would fail to meet the requirements of an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of this Agreement, and any Indebtedness of such Subsidiary will be deemed to be incurred by a Restricted Subsidiary of the Borrower as of such date and, if such Indebtedness is not permitted to be incurred as of such date under Section 7.1, the Borrower will be in default of Section 7.1 unless such Unrestricted Subsidiary is made to meet such requirements. (c) The Borrower may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of the Borrower; provided that such designation will be deemed to be an incurrence of Indebtedness and Liens by a Restricted Subsidiary of the Borrower of any outstanding Indebtedness and Liens of such Unrestricted Subsidiary, and such designation will only be permitted if (x) such Indebtedness and Liens are permitted under Sections 7.1 and 7.2, (y) the Borrower shall have delivered to the Administrative Agent a Pro Forma Compliance Certificate demonstrating that immediately after giving effect to such designation designation, on a Pro Forma Basis, the Loan Parties would Total Leverage Ratio shall be in compliance with the financial covenants set forth in Article VI recomputed equal to or less than 2.50:1.00, (c) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for purposes of any of the end Priority Lien Notes Documents, the ABL Credit Documents or any documents evidencing any Permitted Refinancing Indebtedness or any Subordinated Indebtedness and (d) each Restricted Subsidiary to be designated as an Unrestricted Subsidiary and its Subsidiaries has not at the time of designation, and does not thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect to any Indebtedness other than Non-Recourse Debt. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary shall constitute an Investment under Section 7.02 by the Borrower therein at the date of designation in an amount equal to the net book value of the period Borrower’s investment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the four Fiscal Quarters most recently ended for which incurrence at the Borrower has delivered financial statements pursuant to Section 5.1(a) time of designation of any Indebtedness or (b); and (z) no Default or Event Liens of Default would be in existence following such designationRestricted Subsidiary existing at such time.

Unrestricted Subsidiaries. (a) The Borrower Borrowers may at any time after the Closing Date designate any of its Restricted Subsidiaries to be an Unrestricted Subsidiary if that designation would not cause a Default and if that designation otherwise is consistent with this definition of an Unrestricted Subsidiary. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the Fair Market Value of all outstanding Investments owned by the Borrower and its or designate any Restricted Subsidiaries in the Subsidiary properly designated shall be deemed to be an Investment made as of the time of the designation and will either reduce the amount available for Restricted Payments under Section 7.5 or be an Investment permitted under Section 7.4, as determined by the Borrower; provided that no designation of an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided: (i) immediately before and after such designation, no Event of Default shall have occurred and be continuing or result therefrom; (ii) no Unrestricted Subsidiary shall own any Equity Interests in Holdings, any Borrower or any Restricted Subsidiary; (iii) (x) no Unrestricted Subsidiary shall hold any Indebtedness of, or any Lien on any property of Holdings, any Borrower or any of the Restricted Subsidiaries and (y) none of Holdings, any Borrower nor any of the Restricted Subsidiaries shall at any time be directly or indirectly liable for any Indebtedness of any Unrestricted Subsidiary; (iv) no Subsidiary may be made in reliance on Section 7.5(c). Such designation will only be permitted designated as an Unrestricted Subsidiary or continue as an Unrestricted Subsidiary if it is a “restricted subsidiary” for purposes of the Investment would be permitted at that time and if First Lien Obligations, any Junior Financing or any other Indebtedness of the Borrowers or the Restricted Subsidiaries outstanding at such time with an outstanding principal amount in excess of $5,000,000 (to the extent such other Indebtedness has comparable provisions for the designation of Unrestricted Subsidiaries); and (v) no Restricted Subsidiary otherwise meets the definition of may be designated an Unrestricted SubsidiarySubsidiary (A) if it was previously designated an Unrestricted Subsidiary or (B) if it owns material intellectual property utilized in the business of the Credit Parties and their Restricted Subsidiaries. (b) Any The designation of a Subsidiary of the Borrower as an Unrestricted Subsidiary shall be evidenced by the Borrower’s delivery to the Administrative Agent a certified copy of a resolution of the board of directors of the Borrower giving effect to such designation and a certificate of a Responsible Officer certifying that such designation complied with the preceding conditions and was permitted by Section 7.5. If, at any time, any Unrestricted Subsidiary would fail to meet as a Restricted Subsidiary shall constitute the requirements incurrence or making, as applicable, at the time of an Unrestricted designation of any then-existing Investment, Indebtedness or Liens of such Subsidiary, it will thereafter cease to be an as applicable, existing at such time; provided that upon the designation of any Unrestricted Subsidiary for purposes of this Agreementas a Restricted Subsidiary, and any Indebtedness of such Subsidiary will Holdings shall be deemed to be incurred by a continue to have an Investment in such resulting Restricted Subsidiary in an amount (if positive) equal to (i) Holdings’ Investment in such Restricted Subsidiary at the time of designation, less (ii) the portion of the Borrower fair market value (as reasonably determined by Holdings) of the net assets of such date and, if such Indebtedness is not permitted Restricted Subsidiary attributable to be incurred Holdings’ or its Restricted Subsidiary’s (as of such date under Section 7.1, the Borrower will be in default of Section 7.1 unless such Unrestricted Subsidiary is made to meet such requirementsapplicable) Investment therein (as reasonably estimated by Holdings). (c) The Borrower designation of any Subsidiary as an Unrestricted Subsidiary shall (i) constitute an Investment by Holdings (or its applicable Restricted Subsidiary) therein at the date of designation in an amount equal to the fair market value (as reasonably determined by Holdings) of the net assets of such Subsidiary attributable to Holdings’ or its Restricted Subsidiary’s (as applicable) Investment therein (as reasonably estimated by Holdings) and (ii) be permitted to the extent such Investment is permitted under Section 6.6. Neither Holdings nor any Restricted Subsidiary may at any time designate contribute or otherwise sell or transfer to any Unrestricted Subsidiary to be a Restricted Subsidiary any material intellectual property utilized in the business of the Borrower; provided that such designation will be deemed to be an incurrence of Indebtedness Credit Parties and Liens by a their Restricted Subsidiary of the Borrower of any outstanding Indebtedness and Liens of such Unrestricted Subsidiary, and such designation will only be permitted if (x) such Indebtedness and Liens are permitted under Sections 7.1 and 7.2, (y) the Borrower shall have delivered to the Administrative Agent a Pro Forma Compliance Certificate demonstrating that after giving effect to such designation on a Pro Forma Basis, the Loan Parties would be in compliance with the financial covenants set forth in Article VI recomputed as of the end of the period of the four Fiscal Quarters most recently ended for which the Borrower has delivered financial statements pursuant to Section 5.1(a) or (b); and (z) no Default or Event of Default would be in existence following such designationSubsidiaries.

Unrestricted Subsidiaries. (a) The Borrower Borrowers may at any time after the Closing Date designate any of its Restricted Subsidiaries to be an Unrestricted Subsidiary if that designation would not cause a Default and if that designation otherwise is consistent with this definition of an Unrestricted Subsidiary. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the Fair Market Value of all outstanding Investments owned by the Borrower and its or designate any Restricted Subsidiaries in the Subsidiary properly designated shall be deemed to be an Investment made as of the time of the designation and will either reduce the amount available for Restricted Payments under Section 7.5 or be an Investment permitted under Section 7.4, as determined by the Borrower; provided that no designation of an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided: (i) immediately before and after such designation, no Event of Default shall have occurred and be continuing or result therefrom; (ii) no Unrestricted Subsidiary shall own any Equity Interests in Holdings, any Borrower or any Restricted Subsidiary; (iii) (x) no Unrestricted Subsidiary shall hold any Indebtedness of, or any Lien on any property of Holdings, any Borrower or any of the Restricted Subsidiaries and (y) none of Holdings, any Borrower nor any of the Restricted Subsidiaries shall at any time be directly or indirectly liable for any Indebtedness of any Unrestricted Subsidiary; (iv) no Subsidiary may be made in reliance on Section 7.5(c). Such designation will only be permitted designated as an Unrestricted Subsidiary or continue as an Unrestricted Subsidiary if it is a “restricted subsidiary” for purposes of the Investment would be permitted at that time and if Second Lien Term Facility Indebtedness, any other Junior Financing or any other Indebtedness of the Borrowers or the Restricted Subsidiaries outstanding at such time with an outstanding principal amount in excess of $5,000,000 (to the extent such other Indebtedness has comparable provisions for the designation of Unrestricted Subsidiaries); and (v) no Restricted Subsidiary otherwise meets the definition of may be designated an Unrestricted SubsidiarySubsidiary (A) if it was previously designated an Unrestricted Subsidiary or (B) if it owns material intellectual property utilized in the business of the Credit Parties and their Restricted Subsidiaries. (b) Any The designation of a Subsidiary of the Borrower as an Unrestricted Subsidiary shall be evidenced by the Borrower’s delivery to the Administrative Agent a certified copy of a resolution of the board of directors of the Borrower giving effect to such designation and a certificate of a Responsible Officer certifying that such designation complied with the preceding conditions and was permitted by Section 7.5. If, at any time, any Unrestricted Subsidiary would fail to meet as a Restricted Subsidiary shall constitute the requirements incurrence or making, as applicable, at the time of an Unrestricted designation of any then-existing Investment, Indebtedness or Liens of such Subsidiary, it will thereafter cease to be an as applicable, existing at such time; provided that upon the designation of any Unrestricted Subsidiary for purposes of this Agreementas a Restricted Subsidiary, and any Indebtedness of such Subsidiary will Holdings shall be deemed to be incurred by a continue to have an Investment in such resulting Restricted Subsidiary in an amount (if positive) equal to (i) Holdings’ Investment in such Restricted Subsidiary at the time of designation, less (ii) the portion of the Borrower fair market value (as reasonably determined by Holdings) of the net assets of such date and, if such Indebtedness is not permitted Restricted Subsidiary attributable to be incurred Holdings’ or its Restricted Subsidiary’s (as of such date under Section 7.1, the Borrower will be in default of Section 7.1 unless such Unrestricted Subsidiary is made to meet such requirementsapplicable) Investment therein (as reasonably estimated by Holdings). (c) The Borrower designation of any Subsidiary as an Unrestricted Subsidiary shall (i) constitute an Investment by Holdings (or its applicable Restricted Subsidiary) therein at the date of designation in an amount equal to the fair market value (as reasonably determined by Holdings) of the net assets of such Subsidiary attributable to Holdings’ or its Restricted Subsidiary’s (as applicable) Investment therein (as reasonably estimated by Holdings) and (ii) be permitted to the extent such Investment is permitted under Section 6.6. Neither Holdings nor any Restricted Subsidiary may at any time designate contribute or otherwise sell or transfer to any Unrestricted Subsidiary to be a Restricted Subsidiary any material intellectual property utilized in the business of the Borrower; provided that such designation will be deemed to be an incurrence of Indebtedness Credit Parties and Liens by a their Restricted Subsidiary of the Borrower of any outstanding Indebtedness and Liens of such Unrestricted Subsidiary, and such designation will only be permitted if (x) such Indebtedness and Liens are permitted under Sections 7.1 and 7.2, (y) the Borrower shall have delivered to the Administrative Agent a Pro Forma Compliance Certificate demonstrating that after giving effect to such designation on a Pro Forma Basis, the Loan Parties would be in compliance with the financial covenants set forth in Article VI recomputed as of the end of the period of the four Fiscal Quarters most recently ended for which the Borrower has delivered financial statements pursuant to Section 5.1(a) or (b); and (z) no Default or Event of Default would be in existence following such designationSubsidiaries.

Unrestricted Subsidiaries. (a) The Administrative Borrower may designate at any time designate, by a certificate executed by a Responsible Officer of its the Administrative Borrower, (i) any Restricted Subsidiaries to be Subsidiary (other than the Subsidiary Borrower) as an Unrestricted Subsidiary if and (ii) any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (w) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing, (x) the Administrative Borrower is in Financial Covenant Compliance immediately after giving effect to such designation would not cause a Default and if that designation otherwise is consistent with this definition of (y) no Material Contracts may be assigned to an Unrestricted Subsidiary. If The designation of any Restricted Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Administrative Borrower or the relevant Restricted Subsidiary (as applicable) therein at the date of designation in an amount equal to the aggregate fair market value of all such Person’s outstanding investment therein, and such designation will only be permitted if such Investment is permitted under Section 6.04. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the Fair Market Value of all outstanding Investments owned by the Borrower and its Restricted Subsidiaries in the Subsidiary properly designated shall be deemed to be an Investment made as incurrence of the time Indebtedness, Liens and Investments by a Restricted Subsidiary of the designation any outstanding Indebtedness, Liens and will either reduce the amount available for Restricted Payments under Section 7.5 or be an Investment permitted under Section 7.4, as determined by the Borrower; provided that no designation Investments of an such Unrestricted Subsidiary may be made in reliance on Section 7.5(c). Such at the date of designation, and such designation will only be permitted if the Investment would be such Indebtedness is permitted at that time under Section 6.01, such Liens are permitted under Section 6.02 and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiarysuch Investments are permitted by Section 6.04. (b) Any designation of a Subsidiary of the Borrower as an Unrestricted Subsidiary shall will be evidenced to the Administrative Agent by the Borrower’s delivery delivering to the Administrative Agent a certified copy of a resolution of the board of directors of the Borrower giving effect to such designation and a certificate of executed by a Responsible Officer of the Administrative Borrower certifying that such designation complied with the preceding applicable conditions and was permitted by set forth in Section 7.5. 5.14(a). (c) If, at any time, any Unrestricted Subsidiary would should fail to meet the preceding requirements of as an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for the purposes of this Agreement, Agreement and any Indebtedness Indebtedness, Liens and Investments of such Subsidiary will be deemed to be incurred by a Restricted Subsidiary of the Borrower as of such date and, if such Indebtedness is Indebtedness, Liens and Investments are not permitted to be incurred as of such date under Section 7.16.01, Section 6.02 or Section 6.04, as applicable, the Borrower Borrowers will be in default of Section 7.1 unless such Unrestricted Subsidiary is made to meet such requirementscovenants. (c) The Borrower may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of the Borrower; provided that such designation will be deemed to be an incurrence of Indebtedness and Liens by a Restricted Subsidiary of the Borrower of any outstanding Indebtedness and Liens of such Unrestricted Subsidiary, and such designation will only be permitted if (x) such Indebtedness and Liens are permitted under Sections 7.1 and 7.2, (y) the Borrower shall have delivered to the Administrative Agent a Pro Forma Compliance Certificate demonstrating that after giving effect to such designation on a Pro Forma Basis, the Loan Parties would be in compliance with the financial covenants set forth in Article VI recomputed as of the end of the period of the four Fiscal Quarters most recently ended for which the Borrower has delivered financial statements pursuant to Section 5.1(a) or (b); and (z) no Default or Event of Default would be in existence following such designation.

Unrestricted Subsidiaries. (a) The Borrower Parent may at any time after the A&R Closing Date designate any of its Restricted Subsidiaries to be an Unrestricted Subsidiary if that designation would not cause a Default and if that designation otherwise is consistent with this definition of an Unrestricted Subsidiary. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the Fair Market Value of all outstanding Investments owned by the Borrower and its Restricted Subsidiaries in the Subsidiary properly designated shall be deemed to be an Investment made as of the time of the designation and will either reduce the amount available for Restricted Payments under Section 7.5 or be an Investment permitted under Section 7.4, as determined by the Borrower; provided that no designation of an Unrestricted Subsidiary may be made in reliance on Section 7.5(c). Such designation will only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. (b) Any designation of a Subsidiary of the Borrower as an Unrestricted Subsidiary shall be evidenced by the Borrower’s delivery to the Administrative Agent a certified copy of a resolution of the board of directors of the Borrower giving effect to such designation and a certificate of a Responsible Officer certifying that such designation complied with the preceding conditions and was permitted by Section 7.5. If, at any time, any Unrestricted Subsidiary would fail to meet the requirements of or remove an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of this Agreement, and any Indebtedness of ’s designation as such Subsidiary will be deemed to be incurred by (a Restricted Subsidiary of the Borrower as of such date and, if such Indebtedness is not permitted to be incurred as of such date under Section 7.1, the Borrower will be in default of Section 7.1 unless such Unrestricted Subsidiary is made to meet such requirements. (c) The Borrower may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of the Borrower“Designation Removal”); provided that (i) immediately before and after any such designation will be deemed to be an incurrence of Indebtedness and Liens by a Restricted Subsidiary of the Borrower of any outstanding Indebtedness and Liens of such Unrestricted Subsidiarydesignation, and such designation will only be permitted if (x) such Indebtedness and Liens are permitted under Sections 7.1 and 7.2, (y) the Borrower shall have delivered to the Administrative Agent a Pro Forma Compliance Certificate demonstrating that after giving effect to such designation on a Pro Forma Basis, the Loan Parties would be in compliance with the financial covenants set forth in Article VI recomputed as of the end of the period of the four Fiscal Quarters most recently ended for which the Borrower has delivered financial statements pursuant to Section 5.1(a) or (b); and (z) no Default or Event of Default would has occurred and is continuing (including after giving effect to the reclassification of Investments in, Indebtedness of, and Liens on the assets of, the applicable Subsidiary or Unrestricted Subsidiary) and (ii) after giving effect to any such designation, the Parent shall be in existence following compliance with the Financial Covenants on a pro forma basis as of the last day of the most recently ended TTM Period and (iii) as of the date of the designation thereof, no Unrestricted Subsidiary shall own any Capital Stock in any Subsidiary of the Parent (other than another Unrestricted Subsidiary) or hold any Indebtedness of, or any Lien on, any property of the Parent and its Subsidiaries; provided, further, that any Unrestricted Subsidiary that is re-designated as a Subsidiary pursuant to a Designation Removal may not subsequently be designated as an Unrestricted Subsidiary. The designation of any Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Parent (or its applicable Subsidiary) therein at the date of designation in an amount equal to the portion of the fair market value of the net assets of such Subsidiary attributable to the Parent’s (or its applicable Subsidiary’s) equity interests therein as reasonably estimated by the Parent (and such designation shall only be permitted to the extent such Investment is permitted under Section 9.14). A Designation Removal shall constitute the making, incurrence or granting, as applicable, at the time of designation of any then-existing Investment, Indebtedness or Lien of such Subsidiary, as applicable; provided that upon any Designation Removal, the Parent shall be deemed to have received a return on any Investment by the Parent and its Subsidiaries in the resulting Subsidiary in an amount equal to the portion of the fair market value of the net assets of such Subsidiary attributable to the Parent’s equity therein at the time of such re-designation.

Unrestricted Subsidiaries. The Borrower may form or otherwise acquire Unrestricted Subsidiaries with the prior written consent of the Majority Banks. The Borrower shall not permit any Unrestricted Subsidiary to: (a) The create, assume, incur or otherwise become or remain obligated in respect of or permit to be outstanding any Indebtedness, other than Indebtedness which is non-recourse to the Borrower may designate and the Restricted Subsidiaries; (b) create, assume, incur or permit to exist or to be created, any Lien on any of its Restricted Subsidiaries properties or assets, whether now owned or hereafter acquired, other than Liens securing Indebtedness which is non-recourse to be an Unrestricted Subsidiary if that designation would not cause a Default and if that designation otherwise is consistent with this definition of an Unrestricted Subsidiary. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the Fair Market Value of all outstanding Investments owned by the Borrower and its the Restricted Subsidiaries in the Subsidiary properly designated shall Subsidiaries; (c) Guaranty, assume, be deemed obligated with respect to, or permit to be an Investment made as outstanding any Guaranty of, any obligation of any other Person other than Guaranties which are non-recourse to the Borrower and the Restricted Subsidiaries; or (d) own any assets or conduct any business or other activities without the prior written consent of the time Majority Banks. In addition, the Borrower shall not and shall not permit any of its Subsidiaries to: (x) pledge or permit the pledge of the designation and will either reduce the amount available for Restricted Payments under Section 7.5 Capital Stock or be an Investment permitted under Section 7.4, as determined by the Borrower; provided that no designation other ownership interests of an any Unrestricted Subsidiary may be made in reliance on Section 7.5(c). Such designation will only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. to any Person (b) Any designation of a Subsidiary of the Borrower as an Unrestricted Subsidiary shall be evidenced by the Borrower’s delivery other than to the Administrative Agent a certified copy of a resolution of as additional Collateral for the board of directors of the Borrower giving effect to such designation and a certificate of a Responsible Officer certifying that such designation complied with the preceding conditions and was permitted by Section 7.5. IfObligations); (y) make any loan or advance to, at or Guaranty any timeobligations of, any Unrestricted Subsidiary would fail to meet the requirements or otherwise acquire for consideration evidences of an Indebtedness, Capital Stock or other securities of any Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of this Agreement, and any Indebtedness of such Subsidiary will be deemed to be incurred by a Restricted Subsidiary of the Borrower as of such date and, if such Indebtedness is not other than investments permitted to be incurred as of such date under Section 7.1, 7.6 hereof and other than intercompany loans and advances among the Borrower will be in default of Section 7.1 unless such Unrestricted Subsidiary is made Subsidiaries; or (z) transfer any assets to meet such requirements. (c) any Unrestricted Subsidiary. The Borrower may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of shall not permit the Borrower; provided that such designation will be deemed to be an incurrence of Indebtedness and Liens by a Restricted Subsidiary of the Borrower net worth of any outstanding Indebtedness and Liens of such Unrestricted Subsidiary, and such designation will only be permitted if (x) such Indebtedness and Liens are permitted under Sections 7.1 and 7.2, (y) the Borrower shall have delivered to the Administrative Agent a Pro Forma Compliance Certificate demonstrating that after giving effect to such designation on a Pro Forma Basisall contingent liabilities and as otherwise determined in accordance with GAAP, the Loan Parties would to be in compliance with the financial covenants set forth in Article VI recomputed as of the end of the period of the four Fiscal Quarters most recently ended for which the Borrower has delivered financial statements pursuant to Section 5.1(a) or (b); and (z) no Default or Event of Default would be in existence following such designationless than zero at any time.

Unrestricted Subsidiaries. Celestica may, from time to time and at any time hereafter, designate any Subsidiary as an Unrestricted Subsidiary so long as: (a) The Borrower may designate (i) such Subsidiary shall not be a Subsidiary existing as at the date of this Agreement; (ii) such Subsidiary shall never have been a Designated Subsidiary; and (iii) such Subsidiary shall never have been a Restricted Subsidiary; (b) neither Celestica nor any of its Subsidiaries (other than Unrestricted Subsidiaries) shall be liable, contingently or otherwise, for any indebtedness or other liability or obligation of the Unrestricted Subsidiary, except for guarantees provided by the immediate parent of such Unrestricted Subsidiary in respect of indebtedness of such Unrestricted Subsidiary, where such guarantees are: (i) made solely for the purpose of facilitating a pledge by the guarantor of Shares of such Unrestricted Subsidiary; and (ii) the recourse under such guarantees are limited to such pledged Shares; and (c) neither Celestica nor any of its Restricted Subsidiaries shall have applied the proceeds of any Advance under the Facility to be fund the equity of, or otherwise capitalize the Unrestricted Subsidiary. Provided that an Event of Default has not occurred and is not continuing, Celestica may from time to time and at any time hereafter, designate an Unrestricted Subsidiary if that designation would not cause a Default and if that designation otherwise is consistent with this definition of an Unrestricted Subsidiary. If as a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the Fair Market Value of all outstanding Investments owned by the Borrower and its Restricted Subsidiaries in the Subsidiary properly designated shall be deemed to be an Investment made as of the time of the designation and will either reduce the amount available for Restricted Payments under Section 7.5 or be an Investment permitted under Section 7.4, as determined by the Borrower; provided that no designation of an Unrestricted Subsidiary may be made in reliance on Section 7.5(c). Such designation will only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary.that: (bi) Any designation of a Subsidiary of the Borrower as an Unrestricted Subsidiary shall be evidenced by the Borrower’s delivery to the Administrative Agent a certified copy of a resolution of the board of directors of the Borrower immediately upon giving effect to such designation, Celestica shall remain in compliance with all covenants set out in Section 9.3 on a pro-forma (four quarter) basis; and (ii) the designation and a certificate of a Responsible Officer certifying that such designation complied with the preceding conditions and was permitted by Section 7.5. If, at any time, any Unrestricted Subsidiary would fail to meet the requirements of an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of this Agreement, and any Indebtedness of such Subsidiary will be deemed to be incurred by as a Restricted Subsidiary would not otherwise result in the occurrence of the Borrower as of such date and, if such Indebtedness is not permitted to be incurred as of such date under Section 7.1, the Borrower will be in default of Section 7.1 unless such Unrestricted Subsidiary is made to meet such requirements. (c) The Borrower may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of the Borrower; provided that such designation will be deemed to be an incurrence of Indebtedness and Liens by a Restricted Subsidiary of the Borrower of any outstanding Indebtedness and Liens of such Unrestricted Subsidiary, and such designation will only be permitted if (x) such Indebtedness and Liens are permitted under Sections 7.1 and 7.2, (y) the Borrower shall have delivered to the Administrative Agent a Pro Forma Compliance Certificate demonstrating that after giving effect to such designation on a Pro Forma Basis, the Loan Parties would be in compliance with the financial covenants set forth in Article VI recomputed as of the end of the period of the four Fiscal Quarters most recently ended for which the Borrower has delivered financial statements pursuant to Section 5.1(a) or (b); and (z) no Default or an Event of Default would be in existence following such designationDefault.

Unrestricted Subsidiaries. (a) The Borrower may designate any of its Restricted Subsidiaries to be Subsidiary as an Unrestricted Subsidiary if that designation would not cause a Default and if that designation otherwise is consistent with this definition of an and, subject to Section 8.18(c), any Unrestricted Subsidiary. If Subsidiary as a Restricted Subsidiary is designated upon delivery to the Administrative Agent of written notice from the Borrower; provided that immediately before and after such designation, (i) no Default or Event of Default shall have occurred and be continuing, (ii) immediately after giving effect to such designation, the Borrower shall be in pro forma compliance with the Financial Performance Covenants (iii) no Borrowing Base Deficiency not otherwise cured shall be existing or result therefrom and (iv) the representations and warranties of the Borrower and the Guarantors set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (unless already qualified by materiality in which case such applicable representation and warranty shall be true and correct) on and as of the date of such designation, except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of such designation, such representations and warranties shall continue to be true and correct in all material respects (unless already qualified by materiality in which case such applicable representation and warranty shall be true and correct) as of such specified earlier date. (b) The designation of any Restricted Subsidiary as an Unrestricted SubsidiarySubsidiary and any Disposition of Property to an Unrestricted Subsidiary shall constitute (i) an Investment under Section 9.05 as of the date of designation or Disposition, as applicable, in an amount equal to the Fair Market Value of all outstanding Investments owned by the Borrower Borrower’s investment therein and its Restricted Subsidiaries in (ii) a Disposition as of the Subsidiary properly designated date of designation or Disposition, including (A) for purposes of the provisions of Section 2.08 and (B) for purposes of EBITDAX where such Disposition shall be deemed to be an Investment made a Material Disposition. (c) The Borrower may designate any Unrestricted Subsidiary as a Restricted Subsidiary once upon delivery of written notice to the Administrative Agent; provided that such designation (i) shall constitute the incurrence at the time of the designation of any Indebtedness and will either reduce the amount available for Restricted Payments Liens of such Subsidiary existing at such time, (ii) shall constitute a reduction in any Investment under Section 7.5 or be an 9.05 to the extent that such Investment permitted under Section 7.4, as determined by the Borrower; provided that no designation of was attributable to such Restricted Subsidiary being an Unrestricted Subsidiary may at the date of designation in an amount equal to the Fair Market Value of the Borrower’s investment therein, it being understood that any incurrence of Indebtedness and Liens in connection herewith shall require compliance with Section 9.02 and Section 9.03, as applicable and (iii) shall require the Borrower to be made in reliance on Section 7.5(c). Such compliance with the Financial Performance Covenants immediately before such designation will only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiaryin pro forma compliance immediately after such designation. (bd) Any designation of a Restricted Subsidiary of the Borrower as an Unrestricted Subsidiary, any designation of a Unrestricted Subsidiary shall be evidenced by as a Restricted Subsidiary and any Disposition to an Unrestricted Subsidiary will require the Borrower’s delivery Borrower to provide the Administrative Agent a certified copy of certificate signed by a resolution of the board of directors Responsible Officer of the Borrower giving effect to such designation and a certificate of a Responsible Officer certifying that such designation complied with the preceding conditions and was permitted by in Section 7.5. If, at any time, any Unrestricted Subsidiary would fail to meet the requirements of an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of this Agreement, and any Indebtedness of such Subsidiary will be deemed to be incurred by a Restricted Subsidiary of the Borrower as of such date and, if such Indebtedness is not permitted to be incurred as of such date under Section 7.1, the Borrower will be in default of Section 7.1 unless such Unrestricted Subsidiary is made to meet such requirements. (c) The Borrower may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of the Borrower; provided that such designation will be deemed to be an incurrence of Indebtedness and Liens by a Restricted Subsidiary of the Borrower of any outstanding Indebtedness and Liens of such Unrestricted Subsidiary, and such designation will only be permitted if (x) such Indebtedness and Liens are permitted under Sections 7.1 and 7.2, (y) the Borrower shall have delivered to the Administrative Agent a Pro Forma Compliance Certificate demonstrating that after giving effect to such designation on a Pro Forma Basis, the Loan Parties would be in compliance with the financial covenants set forth in Article VI recomputed as of the end of the period of the four Fiscal Quarters most recently ended for which the Borrower has delivered financial statements pursuant to Section 5.1(a8.18(b) or (bSection 8.18(c); and (z) no Default or Event of Default would be in existence following such designation, as applicable.

Unrestricted Subsidiaries. (a) The Borrower may designate any of its Restricted Subsidiaries to be an Unrestricted Subsidiary if that designation would not cause a Default and if that designation otherwise is consistent with this definition of an Unrestricted Subsidiary. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the Fair Market Value of all outstanding Investments owned by the Borrower and its Restricted Subsidiaries in the Subsidiary properly designated shall be deemed to be an Investment made as of the time of the designation and will either reduce the amount available for Restricted Payments under Section 7.5 or be an Investment permitted under Section 7.4, as determined by the Borrower; provided that no designation of an Unrestricted Subsidiary may be made in reliance on Section 7.5(c). Such designation will only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. (b) Any designation of a Subsidiary of the Borrower as an Unrestricted Subsidiary shall be evidenced by the Borrower’s delivery to the Administrative Agent a certified copy of a resolution of the board of directors of the Borrower giving effect to such designation and a certificate of a Responsible Officer certifying that such designation complied with the preceding conditions and was permitted by Section 7.5. If, at any time, any Unrestricted Subsidiary would fail to meet the requirements of an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of this Agreement, and any Indebtedness of such Subsidiary will be deemed to be incurred by a Restricted Subsidiary of the Borrower as of such date and, if such Indebtedness is not permitted to be incurred as of such date under Section 7.1, the Borrower will be in default of Section 7.1 unless such Unrestricted Subsidiary is made to meet such requirements. (c) The Borrower may at any time after the Closing Date (a) designate any Subsidiary (other than a Borrower), as an Unrestricted Subsidiary or (b) redesignate any Unrestricted Subsidiary to be as a Restricted Subsidiary Subsidiary; provided, that (i) immediately before and after any such designation, no Default or Event of the Borrower; provided that such designation will Default shall have occurred and be deemed to be an incurrence of Indebtedness and Liens by a Restricted Subsidiary of the Borrower of any outstanding Indebtedness and Liens of such Unrestricted Subsidiary, and such designation will only be permitted if (x) such Indebtedness and Liens are permitted under Sections 7.1 and 7.2continuing, (yii) the Borrower shall have delivered to the Administrative Agent a Pro Forma Compliance Certificate demonstrating that immediately after giving effect to such designation on a Pro Forma Basisdesignation, the Loan Parties would Companies shall be in compliance with the financial covenants set forth in Article VI recomputed Section 6.10, determined on a Pro Forma Basis as of the end last day of the period of the four Fiscal Quarters most recently ended four fiscal quarters of Administrative Borrower for which the Borrower has delivered financial statements have been delivered pursuant to Section 5.1(a5.01(a) or (b); , as applicable, regardless whether such date of determination precedes the first test date for such covenant, (iii) no Subsidiary of Administrative Borrower may be designated as an Unrestricted Subsidiary for purposes of this Agreement if it is not an “Unrestricted Subsidiary” for the purpose of any other Material Indebtedness of Administrative Borrower or any of the Restricted Subsidiaries that has a Restricted/Unrestricted Subsidiary provision, and (ziv) no Default any Subsidiary that was an Unrestricted Subsidiary and then was designated as a Restricted Subsidiary may not thereafter be redesignated as an Unrestricted Subsidiary. The designation of any Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by Administrative Borrower (or Event its relevant Restricted Subsidiary) therein at the date of Default would designation in an amount equal to the book value of Administrative Borrower’s (or such Restricted Subsidiary’s) Investment therein. On the date of redesignation of any Subsidiary as a Restricted Subsidiary, Administrative Borrower (or such Restricted Subsidiary) shall be deemed to continue to have a permanent “Investment” in existence following an Unrestricted Subsidiary equal to the amount (if positive) equal to (a) the “Investment” of Administrative Borrower or such designationRestricted Subsidiary, as the case may be, in such Subsidiary at the time of such redesignation, less (b) the fair market value (as determined in good faith by Administrative Borrower) of the net assets of such Subsidiary at the time of such redesignation.

Unrestricted Subsidiaries. (a) The Borrower may designate any of its Restricted Subsidiaries to be Subsidiary as an Unrestricted Subsidiary if that designation would not cause a Default and if that designation otherwise is consistent with this definition of an and, subject to Section 8.18(c), any Unrestricted Subsidiary. If Subsidiary as a Restricted Subsidiary is designated upon delivery to the Administrative Agent of written notice from the Borrower; provided that immediately before and after such designation, (i) no Default or Event of Default shall have occurred and be continuing, (ii) immediately after giving effect to such designation, the Borrower shall be in pro forma compliance with Section 9.01(a) and Section 9.01(b), (iii) no Borrowing Base Deficiency not otherwise cured shall be existing or result therefrom and (iv) the representations and warranties of the Borrower and the Guarantors set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (unless already qualified by materiality in which case such applicable representation and warranty shall be true and correct) on and as of the date of such designation, except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of such designation, such representations and warranties shall continue to be true and correct in all material respects (unless already qualified by materiality in which case such applicable representation and warranty shall be true and correct) as of such specified earlier date. (b) The designation of any Restricted Subsidiary as an Unrestricted SubsidiarySubsidiary and any Disposition of Property to an Unrestricted Subsidiary shall constitute (i) an Investment under Section 9.05 as of the date of designation or Disposition, as applicable, in an amount equal to the Fair Market Value of all outstanding Investments owned by the Borrower Borrower’s investment therein and its Restricted Subsidiaries in (ii) a Disposition as of the Subsidiary properly designated date of designation or Disposition, including (A) for purposes of the provisions of Section 2.08 and (B) for purposes of EBITDA where such Disposition shall be deemed to be an Investment made a Material Disposition. (c) The Borrower may designate any Unrestricted Subsidiary as a Restricted Subsidiary once upon delivery of written notice to the Administrative Agent; provided that such designation (i) shall constitute the incurrence at the time of the designation of any Indebtedness and will either reduce the amount available for Restricted Payments Liens of such Subsidiary existing at such time, (ii) shall constitute a reduction in any Investment under Section 7.5 or be an 9.05 to the extent that such Investment permitted under Section 7.4, as determined by the Borrower; provided that no designation of was attributable to such Restricted Subsidiary being an Unrestricted Subsidiary may at the date of designation in an amount equal to the Fair Market Value of the Borrower’s investment therein, it being understood that any incurrence of Indebtedness and Liens in connection herewith shall require compliance with Section 9.02 and Section 9.03, as applicable and (iii) shall require the Borrower to be made in reliance on compliance with Section 7.5(c). Such 9.01(a) and Section 9.01(b) immediately before such designation will only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiaryin pro forma compliance immediately after such designation. (bd) Any designation of a Restricted Subsidiary of the Borrower as an Unrestricted Subsidiary, any designation of a Unrestricted Subsidiary shall be evidenced by as a Restricted Subsidiary and any Disposition to an Unrestricted Subsidiary will require the Borrower’s delivery Borrower to provide the Administrative Agent a certified copy of certificate signed by a resolution of the board of directors Responsible Officer of the Borrower giving effect to such designation and a certificate of a Responsible Officer certifying that such designation complied with the preceding conditions and was permitted by in Section 7.5. If, at any time, any Unrestricted Subsidiary would fail to meet the requirements of an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of this Agreement, and any Indebtedness of such Subsidiary will be deemed to be incurred by a Restricted Subsidiary of the Borrower as of such date and, if such Indebtedness is not permitted to be incurred as of such date under Section 7.1, the Borrower will be in default of Section 7.1 unless such Unrestricted Subsidiary is made to meet such requirements. (c) The Borrower may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of the Borrower; provided that such designation will be deemed to be an incurrence of Indebtedness and Liens by a Restricted Subsidiary of the Borrower of any outstanding Indebtedness and Liens of such Unrestricted Subsidiary, and such designation will only be permitted if (x) such Indebtedness and Liens are permitted under Sections 7.1 and 7.2, (y) the Borrower shall have delivered to the Administrative Agent a Pro Forma Compliance Certificate demonstrating that after giving effect to such designation on a Pro Forma Basis, the Loan Parties would be in compliance with the financial covenants set forth in Article VI recomputed as of the end of the period of the four Fiscal Quarters most recently ended for which the Borrower has delivered financial statements pursuant to Section 5.1(a8.18(b) or (bSection 8.18(c); and (z) no Default or Event of Default would be in existence following such designation, as applicable.

Unrestricted Subsidiaries. (a) The Borrower may designate any of its Restricted Subsidiaries to be an Unrestricted Subsidiary if that designation would not cause a Default and if that designation otherwise is consistent with this definition of an Unrestricted Subsidiary. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the Fair Market Value of all outstanding Investments owned by the Borrower and its Restricted Subsidiaries in the Subsidiary properly designated shall be deemed to be an Investment made as of the time of the designation and will either reduce the amount available for Restricted Payments under Section 7.5 or be an Investment permitted under Section 7.4, as determined by the Borrower; provided that no designation of an Unrestricted Subsidiary may be made in reliance on Section 7.5(c). Such designation will only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. (b) Any designation of a Subsidiary of the Borrower as an Unrestricted Subsidiary shall be evidenced by the Borrower’s delivery to the Administrative Agent a certified copy of a resolution of the board of directors of the Borrower giving effect to such designation and a certificate of a Responsible Officer certifying that such designation complied with the preceding conditions and was permitted by Section 7.5. If, at any time, any Unrestricted Subsidiary would fail to meet the requirements of an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of this Agreement, and any Indebtedness of such Subsidiary will be deemed to be incurred by a Restricted Subsidiary of the Borrower as of such date and, if such Indebtedness is not permitted to be incurred as of such date under Section 7.1, the Borrower will be in default of Section 7.1 unless such Unrestricted Subsidiary is made to meet such requirements. (c) The Borrower may at any time designate any Restricted Subsidiary as an Unrestricted Subsidiary to or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation, no Default shall have occurred and be continuing, (ii) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary or if any of its Subsidiaries is a Restricted Subsidiary of the Borrower; provided that (unless such designation will be deemed to be an incurrence of Indebtedness and Liens by a Restricted Subsidiary of the Borrower of any outstanding Indebtedness and Liens of such Subsidiaries are being designated as Unrestricted Subsidiary, and such designation will only be permitted if (x) such Indebtedness and Liens are permitted under Sections 7.1 and 7.2Subsidiaries simultaneously therewith), (yiii) the Borrower shall have delivered to the Administrative Agent a Pro Forma Compliance Certificate demonstrating that immediately after giving effect to such designation on a Pro Forma Basis, (A) the Loan Parties would Borrower and the Restricted Subsidiaries shall be in compliance compliance, on an historical pro forma basis, with the financial covenants set forth in Article VI recomputed as Sections 8.02 and 8.12, (B) the aggregate amount of revenues of the end Unrestricted Subsidiaries shall not exceed 10% of the period aggregate amount of revenues of the four Fiscal Quarters most recently ended Borrower and its Subsidiaries on a consolidated basis, (C) the consolidated EBITDA (measured on the same basis as “Consolidated EBITDA” provided herein, but for which the Unrestricted Subsidiaries only) of the Unrestricted Subsidiaries shall not exceed 10% of the Consolidated EBITDA (measured as if all Subsidiaries were Restricted Subsidiaries for this purpose) of the Borrower has delivered financial statements pursuant and its Subsidiaries on a consolidated basis, and (D) the aggregate amount of total assets of the Unrestricted Subsidiaries shall not exceed 10% of the total assets of the Borrower and its Subsidiaries, and (iv) prior to the effectiveness of any such designation, the Borrower shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating compliance with the preceding subsections (iii)(A) through (iii)(D). The designation of any Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Borrower therein at the date of designation in an amount equal to the sum of (i) the Borrower’s direct or indirect equity ownership percentage of the net worth of such designated Restricted Subsidiary immediately prior to such designation (such net worth to be calculated without regard to any guarantee provided by such designated Restricted Subsidiary) and (ii) without duplication, the aggregate principal amount of all Indebtedness owed by such designated Unrestricted Subsidiary and its Subsidiaries (to the extent such Subsidiaries are not previously Unrestricted Subsidiaries) to the Borrower or any Restricted Subsidiary immediately prior to such designation, all calculated, except as set forth in the parenthetical to clause (i), on a consolidated basis in accordance with GAAP (and such designation shall only be permitted to the extent such Investment is permitted under Section 5.1(a) or 8.03). (b); ) If at any time: (i) an Unrestricted Subsidiary becomes a guarantor of the Subordinated Notes or of any other Indebtedness of the Borrower or any Restricted Subsidiary, then the Borrower shall provide prompt notice thereof to the Administrative Agent, and in any case within 10 days of such occurrence, and such Subsidiary shall automatically become a Restricted Subsidiary and shall become a Guarantor in compliance with, and otherwise satisfy the provisions of, Section 7.12, or (ii) any of the following occurs: (x) the aggregate amount of revenues of the Unrestricted Subsidiaries exceeds 10% of the aggregate amount of revenues of the Borrower and its Subsidiaries on a consolidated basis, (y) the consolidated EBITDA (measured on the same basis as “Consolidated EBITDA” provided herein, but for the Unrestricted Subsidiaries only) of the Unrestricted Subsidiaries exceeds 10% of the Consolidated EBITDA (measured as if all Subsidiaries were Restricted Subsidiaries for this purpose) of the Borrower and its Subsidiaries on a consolidated basis, or (z) no Default the aggregate amount of total assets of the Unrestricted Subsidiaries exceeds 10% of the total assets of the Borrower and its Subsidiaries, then in any such case the Borrower will promptly, and in any event within 10 days thereafter, designate one or Event of Default would be in existence following more Unrestricted Subsidiaries as Restricted Subsidiaries so that, after such designation, none of the tests in subsections (i), (ii) and (iii) is then violated. (c) If at any time a Restricted Subsidiary is designated as an Unrestricted Subsidiary in compliance with this Agreement, the Administrative Agent shall be authorized to, and shall at the request of the Borrower, release such Unrestricted Subsidiary from any Loan Document to which it is a party, and release the Equity Interests of such Unrestricted Subsidiary from the pledge thereof pursuant to the Pledge Agreement. (d) If at any time any Unrestricted Subsidiary is designated or becomes a Restricted Subsidiary pursuant to the terms of this Agreement, such Restricted Subsidiary shall, to the extent required thereby, comply with the provisions of Section 7.12 within the time required therein.

Unrestricted Subsidiaries. (a) The Parent Borrower may at any time after the Funding Date, substantially contemporaneously upon the organization or acquisition of any Subsidiary, designate any of its Restricted Subsidiaries to be an Unrestricted such Subsidiary if that designation would not cause a Default and if that designation otherwise is consistent with this definition of an Unrestricted Subsidiary. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the Fair Market Value of all outstanding Investments owned by the Borrower and its or designate any Restricted Subsidiaries in the Subsidiary properly designated shall be deemed to be an Investment made as of the time of the designation and will either reduce the amount available for Restricted Payments under Section 7.5 or be an Investment permitted under Section 7.4, as determined by the Borrower; provided that no designation of an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided, that, (i) immediately before and after such designation (x) no Default or Event of Default shall have occurred and be continuing, and (y) the Parent Borrower shall be in compliance, on a pro forma basis after giving effect to such designation, with the covenants contained in Section 6.1, in each case recomputed as at the last day of the most recently ended fiscal quarter of the Parent Borrower for which the relevant information is available as if such designation had occurred on the first day of each relevant period for testing such compliance; (ii) no Unrestricted Subsidiary shall own any Capital Stock in any Borrower or any Restricted Subsidiary; (iii) no Unrestricted Subsidiary shall hold any Indebtedness of, or any Lien on any property of, any Borrower or any Restricted Subsidiary; and (iv) no Restricted Subsidiary may be made in reliance on Section 7.5(c). Such designation will only be permitted designated an Unrestricted Subsidiary if the Investment would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of it was previously designated an Unrestricted Subsidiary. (b) Any The designation of a any Subsidiary of the Borrower as an Unrestricted Subsidiary after the Funding Date shall be evidenced constitute an Investment by the Borrower’s delivery Parent Borrower therein at the date of designation in an amount equal to the Administrative Agent a certified copy of a resolution of fair market value as determined in good faith by the board of directors of the Parent Borrower giving effect to such designation and a certificate of a Responsible Officer certifying that such designation complied with the preceding conditions and was permitted by Section 7.5. If, at any time, any Unrestricted Subsidiary would fail to meet the requirements of an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of this Agreement, and any Indebtedness of such Subsidiary will be deemed to be incurred by a Restricted Subsidiary of the Borrower as of such date and, if such Indebtedness is not permitted to be incurred as of such date under Section 7.1, the Borrower will be in default of Section 7.1 unless such Unrestricted Subsidiary is made to meet such requirementsInvestment. (c) The Borrower may at any time designate designation of any Unrestricted Subsidiary to be as a Restricted Subsidiary shall constitute the incurrence by the Parent Borrower at the time of the Borrower; provided that such designation will be deemed to be an incurrence of Indebtedness and Liens by a Restricted Subsidiary of the Borrower of any outstanding Investment, Indebtedness and or Liens of such Unrestricted Subsidiary, and Subsidiary existing at such designation will only be permitted if (x) such Indebtedness and Liens are permitted under Sections 7.1 and 7.2, (y) the Borrower shall have delivered to the Administrative Agent a Pro Forma Compliance Certificate demonstrating that after giving effect to such designation on a Pro Forma Basis, the Loan Parties would be in compliance with the financial covenants set forth in Article VI recomputed as of the end of the period of the four Fiscal Quarters most recently ended for which the Borrower has delivered financial statements pursuant to Section 5.1(a) or (b); and (z) no Default or Event of Default would be in existence following such designationtime.

Unrestricted Subsidiaries. (a) The Borrower Schedule 6.08 sets forth those Subsidiaries that have been designated as Unrestricted Subsidiaries as of the date hereof, which Subsidiaries do not include any Borrower. TWC may designate any other of its Subsidiaries (other than a Borrower) as Unrestricted Subsidiaries from time to time in compliance with the provisions of this Section 6.08. TWC will not designate any of its Restricted Subsidiaries to be as an Unrestricted Subsidiary if that designation would not cause a Default and if that designation otherwise is consistent with this definition of an Unrestricted Subsidiary. If a Restricted unless at the time such Subsidiary is designated as an Unrestricted Subsidiary, the Fair Market Value of all outstanding Investments owned by the Borrower before and its Restricted Subsidiaries in the Subsidiary properly designated shall be deemed to be an Investment made as of the time of the designation and will either reduce the amount available for Restricted Payments under Section 7.5 or be an Investment permitted under Section 7.4, as determined by the Borrower; provided that no designation of an Unrestricted Subsidiary may be made in reliance on Section 7.5(c). Such designation will only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. (b) Any designation of a Subsidiary of the Borrower as an Unrestricted Subsidiary shall be evidenced by the Borrower’s delivery to the Administrative Agent a certified copy of a resolution of the board of directors of the Borrower giving effect to such designation and a certificate of a Responsible Officer certifying that such designation complied with the preceding conditions and was permitted by Section 7.5. If, at any time, any Unrestricted Subsidiary would fail to meet the requirements of an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of this Agreement, and any Indebtedness of such Subsidiary will be deemed to be incurred by a Restricted Subsidiary of the Borrower as of such date and, if such Indebtedness is not permitted to be incurred as of such date under Section 7.1, the Borrower will be in default of Section 7.1 unless such Unrestricted Subsidiary is made to meet such requirements. (c) The Borrower may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of the Borrower; provided that such designation will be deemed to be an incurrence of Indebtedness and Liens by a Restricted Subsidiary of the Borrower of any outstanding Indebtedness and Liens of such Unrestricted Subsidiary, and such designation will only be permitted if (x) such Indebtedness and Liens are permitted under Sections 7.1 and 7.2, (y) the Borrower shall have delivered to the Administrative Agent a Pro Forma Compliance Certificate demonstrating that after giving effect to such designation on a Pro Forma Basispro forma basis, no Event of Default shall have occurred and be continuing, as certified in an Officers' Certificate delivered to the Loan Parties would Administrative Agent at the time of such designation. Such Officers' Certificate also shall state the specific purpose for which such designation is being made. All Subsidiaries of Unrestricted Subsidiaries shall be Unrestricted Subsidiaries. (b) TWC may designate or re-designate any Unrestricted Subsidiary as a Restricted Subsidiary from time to time in compliance with the financial covenants set forth in Article VI recomputed provisions of this Section 6.08. TWC will not designate or re-designate any Unrestricted Subsidiary as of a Restricted Subsidiary, unless at the end of the period of the four Fiscal Quarters most recently ended for which the Borrower has delivered financial statements pursuant time such Unrestricted Subsidiary is so designated or re-designated as a Restricted Subsidiary, after giving effect to Section 5.1(a) such designation or (b); and (z) re-designation on a pro forma basis, no Default or Event of Default would shall have occurred and be continuing, as certified in existence following an Officer's Certificate delivered to the Administrative Agent at the time of such designation or re-designation.

Unrestricted Subsidiaries. Concurrently with the delivery of any financial statements pursuant to Sections 6.01(a) and (b) above, a reconciliation statement or other statement (which may be unaudited) reflecting the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) from such consolidated financial statements. Notwithstanding the foregoing, (A) the obligations in clauses (a) The and (b) of this Section 6.01 may be satisfied by furnishing, at the Parent Borrower’s option, the applicable financial statements or, as applicable, forecasts of (I) any successor of the Parent Borrower may designate or (II) any of its Restricted Subsidiaries to be an Unrestricted Subsidiary if that designation would not cause a Default and if that designation otherwise is consistent with this definition of an Unrestricted Subsidiary. If a Wholly Owned Restricted Subsidiary is designated as an Unrestricted Subsidiaryof the Parent Borrower that, together with its combined and consolidated Restricted Subsidiaries, constitutes substantially all of the Fair Market Value assets of all outstanding Investments owned by the Parent Borrower and its Restricted combined and consolidated Subsidiaries in the Subsidiary properly designated shall be deemed to be an Investment made as of the time of the designation and will either reduce the amount available for Restricted Payments under Section 7.5 or be an Investment permitted under Section 7.4, as determined by the Borrower(a “Qualified Reporting Subsidiary”); provided that no designation of an Unrestricted Subsidiary to the extent such information relates to a Qualified Reporting Subsidiary, such information is accompanied by customary consolidating information (which may be made unaudited) that explains in reliance reasonable detail the material differences between the information relating to such Qualified Reporting Subsidiary, on Section 7.5(c). Such designation will only be permitted if the Investment would be permitted at that time one hand, and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. (b) Any designation of a Subsidiary of information relating to the Borrower Parties on a standalone basis, on the other hand, (B) (i) in the event that the Parent Borrower or a Qualified Reporting Subsidiary delivers to the Administrative Agent an Annual Report on Form 10-K for any fiscal year (or similar filing in the applicable jurisdiction), as an Unrestricted filed with the SEC or in such form as would have been suitable for filing with the SEC (or similar governing body in the applicable jurisdiction, in each case), within the time frames set forth in clause (a) above, such Form 10-K shall satisfy all requirements of clause (a) of this Section 6.01 with respect to such fiscal year to the extent that it contains the information and report and opinion required by such clause (a) and such report and opinion does not contain any “going concern” exception and without any exception as to the scope of such audit (other than any such qualification, exception, explanatory note or explanatory paragraph expressly permitted to be contained therein under clause (a) of this Section 6.01) and (ii) in the event that the Parent Borrower or any Qualified Reporting Subsidiary shall be evidenced by the Borrower’s delivery delivers to the Administrative Agent a certified copy Quarterly Report on Form 10-Q for any fiscal quarter (or similar filing in the applicable jurisdiction), as filed with the SEC or in such form as would have been suitable for filing with the SEC (or similar governing body in the applicable jurisdiction, in each case), within the time frames set forth in clause (b) above, such Form 10-Q shall satisfy all requirements of a resolution clause (b) of the board of directors of the Borrower giving effect this Section 6.01 with respect to such designation fiscal quarter to the extent that it contains the information required by such clause (b), (C) any financial statements required to be delivered pursuant to Sections 6.01(a) and a certificate 6.01(b) shall not be required to contain all purchase accounting adjustments relating to the Transactions or any other transactions permitted hereunder to the extent it is not practicable to include any such adjustments in such financial statements, and (D) following the consummation of a Responsible Officer certifying that an acquisition in the applicable period or the period thereafter, the obligations in clauses (a) and (b) of this Section 6.01 with respect to the target of such designation complied with the preceding conditions and was permitted by Section 7.5. Ifacquisition may be satisfied by, at any timethe option of Parent Borrower, any Unrestricted Subsidiary would fail to meet the requirements of an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of this Agreement, and any Indebtedness of such Subsidiary will be deemed to be incurred by a Restricted Subsidiary of the Borrower as of such date and, if such Indebtedness is not permitted to be incurred as of such date under Section 7.1, the Borrower will be in default of Section 7.1 unless such Unrestricted Subsidiary is made to meet such requirements. (c) The Borrower may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of the Borrower; provided that such designation will be deemed to be an incurrence of Indebtedness and Liens by a Restricted Subsidiary of the Borrower of any outstanding Indebtedness and Liens of such Unrestricted Subsidiary, and such designation will only be permitted if (x) furnishing management accounts for the target of such Indebtedness and Liens are permitted under Sections 7.1 and 7.2, acquisition or (y) omitting the Borrower shall have delivered to target of such acquisition from the Administrative Agent a Pro Forma Compliance Certificate demonstrating that after giving effect to such designation on a Pro Forma Basis, the Loan Parties would be in compliance with the required financial covenants set forth in Article VI recomputed as statements of the end of Parent Borrower and its Subsidiaries for the applicable period and the period of the four Fiscal Quarters most recently ended for which the Borrower has delivered financial statements pursuant to Section 5.1(a) or (b); and (z) no Default or Event of Default would be in existence following such designationthereafter.

Unrestricted Subsidiaries. (a) The Borrower may designate at any time designate, by a certificate executed by a Responsible Officer of its the Borrower, any Restricted Subsidiaries Subsidiary as an Unrestricted Subsidiary; provided that (i) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing, (ii) the Borrower is in compliance on a Pro Forma Basis with the financial covenants set forth in Section 7.11 immediately after giving effect to such designation as of the last day of the most recent fiscal quarter of the Borrower for which financial statements have been delivered pursuant to Section 6.1(a) or (b), and (iii) at all times after giving effect to such designation, (A) such Unrestricted Subsidiary shall have no Indebtedness other than Non-Recourse Debt, other than as contemplated by Section 7.2(d)(iii), (B) neither the Borrower nor any Restricted Subsidiary will have any direct or indirect obligation for any obligation or liability of such Unrestricted Subsidiary, other than as contemplated by Section 7.2(d)(iii) and (C) neither the Borrower nor any Restricted Subsidiary will be required to maintain or preserve such Unrestricted Subsidiary’s financial condition or cause such Unrestricted Subsidiary to achieve any specified level of operating results, (iv) such Unrestricted Subsidiary does not own, directly or indirectly, any Equity Interests in the Borrower or any Restricted Subsidiary and (v) no Subsidiary may be designated as an Unrestricted Subsidiary if that designation would not cause it is a Default and if that designation otherwise is consistent with this definition “Restricted Subsidiary” for the purpose of an Unrestricted Subsidiary. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the Fair Market Value of all outstanding Investments owned by the Borrower and its Restricted Subsidiaries in the Subsidiary properly designated shall be deemed to be an Investment made as of the time of the designation and will either reduce the amount available for Restricted Payments under Section 7.5 or be an Investment permitted under Section 7.4, as determined by the Borrower; provided that no designation of an Unrestricted Subsidiary may be made in reliance on Section 7.5(c). Such designation will only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. (b) Any designation of a Subsidiary any Indebtedness of the Borrower or its Restricted Subsidiaries. The designation of any Subsidiary as an Unrestricted Subsidiary shall be evidenced constitute an Investment by the Borrower’s delivery Borrower or the relevant Restricted Subsidiary (as applicable) therein at the date of designation in an amount equal to the Administrative Agent a certified copy fair market value of a resolution of the board of directors of the Borrower giving effect to all such designation and a certificate of a Responsible Officer certifying that such designation complied with the preceding conditions and was permitted by Section 7.5. If, at any time, any Unrestricted Subsidiary would fail to meet the requirements of an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of this Agreement, and any Indebtedness of such Subsidiary will be deemed to be incurred by a Restricted Subsidiary of the Borrower as of such date and, if such Indebtedness is not permitted to be incurred as of such date under Section 7.1, the Borrower will be in default of Section 7.1 unless such Unrestricted Subsidiary is made to meet such requirementsPerson’s outstanding Investment therein. (cb) The Borrower may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of the BorrowerSubsidiary; provided that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of any outstanding Indebtedness of such Unrestricted Subsidiary and an incurrence of Liens by a Restricted Subsidiary of on the Borrower of any outstanding Indebtedness and Liens property of such Unrestricted SubsidiarySubsidiary then subject to any Liens, and such designation will only be permitted if (xi) such Indebtedness is permitted under Section 7.2 and such Liens are permitted under Sections 7.1 and 7.2Section 7.1, (y) the Borrower shall have delivered to the Administrative Agent a Pro Forma Compliance Certificate demonstrating that after giving effect to such designation on a Pro Forma Basis, the Loan Parties would be in compliance with the financial covenants set forth in Article VI recomputed as of the end of the period of the four Fiscal Quarters most recently ended for which the Borrower has delivered financial statements pursuant to Section 5.1(a) or (b); and (zii) no Default or Event of Default would be in existence immediately following such designation, (iii) all representations and warranties herein with respect to such designated Subsidiary will be true and correct in all material respects as if remade at the time of such designation, except to the extent such representations and warranties specifically refer to an earlier date, in which case they were true and correct in all material respects as of such earlier date, (iv) the Borrower is in compliance on a Pro Forma Basis with the financial covenants set forth in Section 7.11 immediately after giving effect to such designation as of the last day of the most recent fiscal quarter of the Borrower for which financial statements have been delivered pursuant to Section 6.1(a) or (b) and (v) such Subsidiary becomes a Loan Party to the extent required by Section 6.12.

Unrestricted Subsidiaries. (a) The Borrower may designate any of its Restricted Subsidiaries to be an Unrestricted Subsidiary if that designation would not cause a Default and if that designation otherwise is consistent with this definition of an Unrestricted Subsidiary. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the Fair Market Value of all outstanding Investments owned by the Borrower and its Restricted Subsidiaries in the Subsidiary properly designated shall be deemed to be an Investment made as of the time of the designation and will either reduce the amount available for Restricted Payments under Section 7.5 or be an Investment permitted under Section 7.4, as determined by the Borrower; provided that no designation of an Unrestricted Subsidiary may be made in reliance on Section 7.5(c). Such designation will only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. (b) Any designation of a Subsidiary of the Borrower as an Unrestricted Subsidiary shall be evidenced by the Borrower’s delivery to the Administrative Agent a certified copy of a resolution of the board of directors of the Borrower giving effect to such designation and a certificate of a Responsible Officer certifying that such designation complied with the preceding conditions and was permitted by Section 7.5. If, at any time, any Unrestricted Subsidiary would fail to meet the requirements of an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of this Agreement, and any Indebtedness of such Subsidiary will be deemed to be incurred by a Restricted Subsidiary of the Borrower as of such date and, if such Indebtedness is not permitted to be incurred as of such date under Section 7.1, the Borrower will be in default of Section 7.1 unless such Unrestricted Subsidiary is made to meet such requirements. (c) The Borrower may at any time after the Closing Date designate (or redesignate) any subsidiary as an Unrestricted Subsidiary to be or remove an Unrestricted Subsidiary’s designation as such (a Restricted Subsidiary of the Borrower“Designation Removal”); provided that (i) immediately before and after any such designation will be deemed to be an incurrence of Indebtedness and Liens by a Restricted Subsidiary of the Borrower of any outstanding Indebtedness and Liens of such Unrestricted Subsidiarydesignation, and such designation will only be permitted if (x) such Indebtedness and Liens are permitted under Sections 7.1 and 7.2, (y) the Borrower shall have delivered to the Administrative Agent a Pro Forma Compliance Certificate demonstrating that after giving effect to such designation on a Pro Forma Basis, the Loan Parties would be in compliance with the financial covenants set forth in Article VI recomputed as of the end of the period of the four Fiscal Quarters most recently ended for which the Borrower has delivered financial statements pursuant to Section 5.1(a) or (b); and (z) no Default or Event of Default would exists (including after giving effect to the reclassification of Investments in, Indebtedness of, and Liens on the assets of, the applicable Subsidiary or Unrestricted Subsidiary) and (ii) as of the date of the designation thereof, no Unrestricted Subsidiary shall own any Capital Stock in any Subsidiary of the Borrower or hold any Indebtedness of, or any Lien on, any property of the Borrower or its Subsidiaries. The designation of any subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Borrower (or its applicable Subsidiary) therein at the date of designation in an amount equal to the portion of the fair market value of the net assets of such Subsidiary attributable to the Borrower’s (or its applicable Subsidiary’s) equity interest therein as reasonably estimated by the Borrower (and such designation shall only be permitted to the extent such Investment is permitted under Section 7.7). A Designation Removal shall constitute the making, incurrence or granting, as applicable, at the time of designation of any then-existing Investment, Indebtedness or Lien of such subsidiary, as applicable; provided that upon any Designation Removal, the Borrower shall be deemed to continue to have an Investment in existence following the resulting Subsidiary in an amount (if positive) equal to (a) the Borrower’s “Investment” in such Subsidiary at the time of such re-designation, less (b) the portion of the fair market value of the net assets of such Subsidiary attributable to the Borrower’s equity therein at the time of such re-designation.

Unrestricted Subsidiaries. (a) The Borrower Borrowers may designate at any time from and after the Fifth Amendment Effective Date designate, by a certificate executed by a Responsible Officer of its Restricted Subsidiaries to be the Borrowers, (i) any Subsidiary as an Unrestricted Subsidiary if that designation would not cause a Default and if that designation otherwise is consistent with this definition of an (ii) any Unrestricted Subsidiary. If Subsidiary as a Restricted Subsidiary, provided, that (w) immediately before and after such designation, no Event of Default shall have occurred and be continuing; (x) the Loan Parties are in compliance with all of the covenants contained in Section 7.18 hereof both before and immediately after giving effect to such designation, and (y) to the extent a Subsidiary is being designated as an Unrestricted Subsidiary, such Subsidiary does not own any Equity Interests in any Borrower or Guarantor. The designation of any Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Fair Market Value applicable Loan Party therein at the date of designation in an amount equal to the aggregate fair market value of all of such Person’s outstanding Investments owned by the Borrower investment therein, and its such designation will only be permitted if such Investment is permitted under Section 7.02 hereof. The designation of any Unrestricted Subsidiary as a Restricted Subsidiaries in the Subsidiary properly designated shall be deemed to be an Investment made as incurrence of the time any then outstanding Indebtedness, Liens and Investments of the designation and will either reduce the amount available for Restricted Payments under Section 7.5 or be an Investment permitted under Section 7.4, as determined by the Borrower; provided that no designation of an such former Unrestricted Subsidiary may be made in reliance on Section 7.5(c). Such designated as a Restricted Subsidiary by such Restricted Subsidiary at the date of designation, and such designation will shall only be permitted if the Investment would be such Indebtedness is permitted at that time under Section 7.03 hereof, such Liens are permitted under Section 7.01 hereof and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiarysuch Investments are permitted under Section 7.02 hereof. (b) Any designation of a Subsidiary of the Borrower as an Unrestricted Subsidiary shall will be evidenced to the Administrative Agent by the Borrower’s delivery delivering to the Administrative Agent a certified copy of a resolution of the board of directors of the Borrower giving effect to such designation and a certificate of executed by a Responsible Officer of the Borrowers certifying that such designation complied with the preceding applicable conditions and was permitted by set forth in this Section 7.5. 6.18. (c) If, at any time, any Unrestricted Subsidiary would should fail to meet the preceding requirements of as an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of this Agreement, Agreement and any Indebtedness Indebtedness, Liens and Investments of such Subsidiary will shall be deemed to be incurred an incurrence of Indebtedness, Liens and Investments by a Restricted Subsidiary of the Borrower as of such date and, if such Indebtedness is Indebtedness, Liens and Investments are not permitted to be incurred as of such date under Section 7.1Sections 7.01, 7.02 or 7.03, as applicable, the Borrower will Loan Parties shall be in default of Section 7.1 unless such Unrestricted Subsidiary is made to meet such requirementscovenants. (cd) The Borrower may at any time designate income, assets and liabilities of any Unrestricted Subsidiary to shall not be a Restricted Subsidiary included for purposes of calculating any financial or other covenants contained herein and shall not be included in the Borrower; provided that such designation will be deemed to be an incurrence of Indebtedness and Liens by a Restricted Subsidiary of the Borrower of any outstanding Indebtedness and Liens of such Unrestricted Subsidiary, and such designation will only be permitted if (x) such Indebtedness and Liens are permitted under Sections 7.1 and 7.2, (y) the Borrower shall have delivered to the Administrative Agent a Pro Forma Compliance Certificate demonstrating that after giving effect to such designation on a Pro Forma Basis, the Loan Parties would be in compliance with the financial covenants set forth in Article VI recomputed as of the end of the period of the four Fiscal Quarters most recently ended for which the Borrower has delivered financial statements pursuant to Section 5.1(a) or (b); and (z) no Default or Event of Default would be in existence following such designationBorrowing Base.

Unrestricted Subsidiaries. Simultaneously with the delivery of each set of consolidated financial statements referred to in Sections 6.01(a) and 6.01(b) above, such supplemental financial information (which need not be audited) as is necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) from such consolidated financial statements. Notwithstanding the foregoing, the obligations in paragraphs (a) The Borrower and (b) of this Section 6.01 may designate be satisfied by furnishing, at the Borrower’s option, (i) the applicable financial statements of (1) any of its Restricted Subsidiaries to be an Unrestricted Subsidiary if that designation would not cause a Default and if that designation otherwise is consistent with this definition of an Unrestricted Subsidiary. If a wholly-owned Restricted Subsidiary is designated as an Unrestricted Subsidiaryof the Borrower that, together with its combined and consolidated Restricted Subsidiaries, constitutes substantially all of the Fair Market Value assets of all outstanding Investments owned by the Borrower and its Restricted combined consolidated Subsidiaries in (a “Qualified Reporting Subsidiary”) or (2) any Person of which the Borrower is a Subsidiary properly designated shall be deemed to be an Investment made (such Person, a “Parent Entity”) or (ii) the Borrower or a Qualified Reporting Subsidiary’s or Parent Entity’s Form 10-K or 10-Q, as applicable, filed with the SEC (or equivalent form whether or not filed with the SEC consistent with the Borrower’s practice as of the time of the designation and will either reduce the amount available for Restricted Payments under Section 7.5 or be an Investment permitted under Section 7.4, as determined by the BorrowerClosing Date); provided that no designation with respect to each of an Unrestricted clauses (i) and (ii), (A) to the extent such information relates to a Qualified Reporting Subsidiary, or a Parent Entity, such information is accompanied by customary consolidating information (which need not be audited) that explains in reasonable detail the material differences between the information relating to such Qualified Reporting Subsidiary may be made in reliance or Parent Entity, on Section 7.5(c). Such designation will only be permitted if the Investment would be permitted at that time one hand, and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. (b) Any designation of a Subsidiary of information relating to the Borrower as an Unrestricted and its Subsidiaries, on the other hand; (B) (i) in the event that the Borrower (or any Qualified Reporting Subsidiary shall be evidenced by the Borrower’s delivery or Parent Entity) delivers to the Administrative Agent a certified copy Form 10K for any fiscal year (or similar filing in the Applicable Jurisdiction), as filed with the SEC or in such form as would have been suitable for filing with the SEC (or similar governing body in the Applicable Jurisdiction, in each case), within the time frames set forth in paragraph (a) of a resolution this Section 6.01, such Form 10-K shall satisfy all requirements of paragraph (a) of this Section 6.01 with respect to such fiscal year to the board of directors of extent that it contains the information and report and opinion required by such paragraph (a) and (ii) in the event that the Borrower giving effect to such designation and a certificate of a Responsible Officer certifying that such designation complied with the preceding conditions and was permitted by Section 7.5. If, at (or any time, any Unrestricted Qualified Reporting Subsidiary would fail to meet the requirements of an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of this Agreement, and any Indebtedness of such Subsidiary will be deemed to be incurred by a Restricted Subsidiary of the Borrower as of such date and, if such Indebtedness is not permitted to be incurred as of such date under Section 7.1, the Borrower will be in default of Section 7.1 unless such Unrestricted Subsidiary is made to meet such requirements. (cor Parent Entity) The Borrower may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of the Borrower; provided that such designation will be deemed to be an incurrence of Indebtedness and Liens by a Restricted Subsidiary of the Borrower of any outstanding Indebtedness and Liens of such Unrestricted Subsidiary, and such designation will only be permitted if (x) such Indebtedness and Liens are permitted under Sections 7.1 and 7.2, (y) the Borrower shall have delivered delivers to the Administrative Agent a Pro Forma Compliance Certificate demonstrating that after giving effect to such designation Quarterly Report on a Pro Forma BasisForm 10-Q for any fiscal quarter (or similar filing in the Applicable Jurisdiction), the Loan Parties would be in compliance as filed with the financial covenants SEC or in such form as would have been suitable for filing with the SEC (or similar governing body in the Applicable Jurisdiction, in each case), within the time frames set forth in Article VI recomputed as paragraph (b) of this Section 6.01, such Form 10-Q shall satisfy all requirements of paragraph (b) of this Section 6.01 with respect to such fiscal quarter to the end of extent that it contains the period of the four Fiscal Quarters most recently ended for which the Borrower has delivered financial statements pursuant to Section 5.1(a) or information required by such paragraph (b); , (C) any financial statements required to be delivered pursuant to this Section 6.01 shall not be required to contain purchase accounting adjustments and (zD) no Default following the consummation of an acquisition in the applicable period or Event the period thereafter, the obligations in paragraphs (a) and (b) of Default would this Section 6.01 with respect to the target of such acquisition may be satisfied by, at the option of the Borrower, (1) furnishing management accounts for the target of such acquisition or (2) omitting the target of such acquisition from the required financial statements of the Borrower and its Subsidiaries for the applicable period and period thereafter. Notwithstanding the foregoing, upon the request of the Borrower in existence following such designationconnection with any material Permitted Investment or other acquisition permitted hereunder, the Administrative Agent may consent to a thirty-day extension to the deadlines in this Section 6.01.

Unrestricted Subsidiaries. (a) The Borrower may shall not designate any of its Restricted Subsidiaries to be an Unrestricted Subsidiary if that designation would not cause a Default and if that designation otherwise is consistent with this definition of an Unrestricted Subsidiary. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the Fair Market Value of all outstanding Investments owned by the Borrower and its Restricted Subsidiaries in the Subsidiary properly designated shall be deemed to be an Investment made as of the time of the designation and will either reduce the amount available for Restricted Payments under Section 7.5 or be an Investment permitted under Section 7.4, as determined by the Borrower; provided that no designation of an Unrestricted Subsidiary may be made in reliance on Section 7.5(c). Such designation will only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. (b) Any designation of a Subsidiary of the Borrower as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary unless (i) no Default or Event of Default shall be evidenced by the Borrower’s delivery to the Administrative Agent a certified copy of a resolution of the board of directors of the Borrower exist immediately prior or immediately after giving effect to such designation and a certificate of a Responsible Officer certifying that such designation complied with the preceding conditions and was permitted by Section 7.5. If, at any time, any Unrestricted Subsidiary would fail to meet the requirements of an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of this Agreement, and any Indebtedness of such Subsidiary will be deemed to be incurred by a Restricted Subsidiary of the Borrower as of such date and, if such Indebtedness is not permitted to be incurred as of such date under Section 7.1, the Borrower will be in default of Section 7.1 unless such Unrestricted Subsidiary is made to meet such requirements. designation; (c) The Borrower may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of the Borrower; provided that such designation will be deemed to be an incurrence of Indebtedness and Liens by a Restricted Subsidiary of the Borrower of any outstanding Indebtedness and Liens of such Unrestricted Subsidiary, and such designation will only be permitted if (x) such Indebtedness and Liens are permitted under Sections 7.1 and 7.2, (yii) the Borrower shall have delivered to the Administrative Agent a Pro Forma Compliance Certificate demonstrating that after giving effect to such designation on a Pro Forma Basis, the Loan Parties would be in compliance with the financial covenants set forth in Article VI recomputed as of the end of the period of the four Fiscal Quarters most recently ended for which the Borrower has delivered financial statements pursuant to Section 5.1(a) or (b)Pro Forma Compliance; and (ziii) no Default Restricted Subsidiary may be designated as an Unrestricted Subsidiary if such Restricted Subsidiary Guarantees any indebtedness in excess of the Threshold Amount of the Borrower or Event any Restricted Subsidiary. (i) No Unrestricted Subsidiary that has been designated as a Restricted Subsidiary may subsequently be re-designated as an Unrestricted Subsidiary; and (ii) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary unless concurrent with such designation such Restricted Subsidiary is designated as an “unrestricted subsidiary” (or otherwise not be subject to the covenants) under any Additional Indebtedness. (c) The designation of Default any Restricted Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Borrower in such Subsidiary on the date of such designation in an amount equal to the fair market value of such Subsidiary (as determined by the Borrower in good faith) on such date. Accordingly, such designation shall be permitted only if the Investment represented thereby would be permitted under Section 7.02. (d) The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence on the date of such designation of any Investment, Indebtedness or Liens of such Subsidiary existing on such date and (ii) for purposes of calculating the outstanding amount of Investments by the Borrower and its Restricted Subsidiaries in existence following all Unrestricted Subsidiaries, a return on all Investments by the Borrower and its Restricted Subsidiaries in such Subsidiary in an amount equal to the outstanding amount of all such Investments in such Subsidiary on the date of such designation.

Unrestricted Subsidiaries. (a) The Borrower Board of Directors of the Company may designate any of its Restricted Subsidiaries Subsidiary (including any newly acquired or newly formed Subsidiary) to be an Unrestricted Subsidiary if that designation would not cause a Default and if that designation otherwise is consistent with this definition of an Unrestricted Subsidiary. If a so long as (i) neither the Company nor any Restricted Subsidiary is designated as an Unrestricted directly or indirectly liable for any Indebtedness of such Subsidiary, (ii) no default with respect to any Indebtedness of such Subsidiary would permit (upon notice, lapse of time or otherwise) any holder of any other Indebtedness of the Fair Market Value of all outstanding Investments owned by Company or any Restricted Subsidiary to declare a default on such other Indebtedness or cause the Borrower and its Restricted Subsidiaries in the Subsidiary properly designated shall be deemed payment thereof to be an accelerated or payable prior to its stated maturity, (iii) any Investment in such Subsidiary made as a result of the time of the designation and will either reduce the amount available for Restricted Payments under Section 7.5 or be an Investment permitted under Section 7.4, as determined by the Borrower; provided that no designation of designating such Subsidiary an Unrestricted Subsidiary may be made in reliance on will not violate the provisions of Section 7.5(c). Such designation will only be permitted if 1011, (iv) neither the Investment would be permitted at that time and if the Company nor any Restricted Subsidiary otherwise meets has a contract, agreement, arrangement, understanding or obligation of any kind, whether written or oral, with such Subsidiary other than those that might be obtained at the definition time from persons who are not Affiliates of an Unrestricted the Company and (v) neither the Company nor any Restricted Subsidiary has any obligation to subscribe for additional shares of Capital Stock or other equity interest in such Subsidiary, or to maintain or preserve such Subsidiary's financial condition or to cause such Subsidiary to achieve certain levels of operating results. (b) Any designation The Board of a Subsidiary Directors of the Borrower as an Unrestricted Subsidiary shall be evidenced by the Borrower’s delivery to the Administrative Agent a certified copy of a resolution of the board of directors of the Borrower giving effect to such designation and a certificate of a Responsible Officer certifying that such designation complied with the preceding conditions and was permitted by Section 7.5. If, at any time, any Unrestricted Subsidiary would fail to meet the requirements of an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of this Agreement, and any Indebtedness of such Subsidiary will be deemed to be incurred by a Restricted Subsidiary of the Borrower as of such date and, if such Indebtedness is not permitted to be incurred as of such date under Section 7.1, the Borrower will be in default of Section 7.1 unless such Unrestricted Subsidiary is made to meet such requirements. (c) The Borrower Company may at any time designate any Unrestricted Subsidiary to be as a Restricted Subsidiary of the BorrowerSubsidiary; provided PROVIDED that such designation will be deemed to be an incurrence of Indebtedness and Liens by a Restricted Subsidiary of the Borrower of any outstanding Indebtedness and Liens of such Unrestricted Subsidiary, and such designation will only be permitted if (x) such Indebtedness and Liens are permitted under Sections 7.1 and 7.2, (y) the Borrower shall have delivered to the Administrative Agent a Pro Forma Compliance Certificate demonstrating that after giving effect to such designation on a Pro Forma Basis, the Loan Parties would be in compliance with the financial covenants set forth in Article VI recomputed as of the end of the period of the four Fiscal Quarters most recently ended for which the Borrower has delivered financial statements pursuant to Section 5.1(a) or (b); and (zi) no Default or Event of Default would be in existence has occurred and is continuing following such designationdesignation and (ii) the Company could incur at least $1.00 of additional Debt (other than Permitted Debt) pursuant to the first paragraph of Section 1010 (treating any Debt of such Unrestricted Subsidiary as the incurrence of Debt by a Restricted Subsidiary).

Unrestricted Subsidiaries. (a) The Borrower may designate at any time designate, by a certificate executed by a Responsible Officer of its the Borrower, any Restricted Subsidiaries Subsidiary as an Unrestricted Subsidiary; provided that (i) immediately before and after such designation, no Event of Default shall have occurred and be continuing, (ii) the Borrower is in compliance on a Pro Forma Basis with the financial covenants set forth in Section 7.11 immediately after giving effect to such designation as of the last day of the most recent fiscal quarter of the Borrower for which financial statements have been delivered pursuant to Section 6.1(a) or (b), and (iii) at all times after giving effect to such designation, such Unrestricted Subsidiary shall have no Indebtedness other than Non-Recourse Debt, (iv) such Unrestricted Subsidiary does not own, directly or indirectly, any Equity Interests in the Borrower or any Restricted Subsidiary and (v) no Subsidiary may be designated as an Unrestricted Subsidiary if that designation would not cause it is a Default and if that designation otherwise is consistent with this definition “Restricted Subsidiary” for the purpose of an Unrestricted Subsidiary. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the Fair Market Value of all outstanding Investments owned by the Borrower and its Restricted Subsidiaries in the Subsidiary properly designated shall be deemed to be an Investment made as of the time of the designation and will either reduce the amount available for Restricted Payments under Section 7.5 or be an Investment permitted under Section 7.4, as determined by the Borrower; provided that no designation of an Unrestricted Subsidiary may be made in reliance on Section 7.5(c). Such designation will only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. (b) Any designation of a Subsidiary any Indebtedness of the Borrower or its Restricted Subsidiaries. The designation of any Subsidiary as an Unrestricted Subsidiary shall be evidenced constitute an Investment by the Borrower’s delivery Borrower or the relevant Restricted Subsidiary (as applicable) therein at the date of designation in an amount equal to the Administrative Agent a certified copy fair market value of a resolution of the board of directors of the Borrower giving effect to all such designation and a certificate of a Responsible Officer certifying that such designation complied with the preceding conditions and was permitted by Section 7.5. If, at any time, any Unrestricted Subsidiary would fail to meet the requirements of an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of this Agreement, and any Indebtedness of such Subsidiary will be deemed to be incurred by a Restricted Subsidiary of the Borrower as of such date and, if such Indebtedness is not permitted to be incurred as of such date under Section 7.1, the Borrower will be in default of Section 7.1 unless such Unrestricted Subsidiary is made to meet such requirementsPerson’s outstanding Investment therein. (cb) The Borrower may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of the BorrowerSubsidiary; provided that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of any outstanding Indebtedness of such Unrestricted Subsidiary and an incurrence of Liens by a Restricted Subsidiary of on the Borrower of any outstanding Indebtedness and Liens property of such Unrestricted SubsidiarySubsidiary then subject to any Liens, and such designation will only be permitted if (xi) such Indebtedness is permitted under Section 7.2 and such Liens are permitted under Sections 7.1 and 7.2Section 7.1, (yii) no Event of Default would be in existence immediately following such designation, (iii) all representations and warranties herein with respect to such designated Subsidiary will be true and correct in all material respects as if remade at the time of such designation, except to the extent such representations and warranties specifically refer to an earlier date, in which case they were true and correct in all material respects as of such earlier date, (iv) the Borrower shall have delivered to the Administrative Agent a Pro Forma Compliance Certificate demonstrating that after giving effect to such designation is in compliance on a Pro Forma Basis, the Loan Parties would be in compliance Basis with the financial covenants set forth in Article VI recomputed Section 7.11 immediately after giving effect to such designation as of the end last day of the period most recent fiscal quarter of the four Fiscal Quarters most recently ended Borrower for which the Borrower has delivered financial statements have been delivered pursuant to Section 5.1(a6.1(a) or (b); ) and (zv) no Default or Event of Default would be in existence following such designationSubsidiary becomes a Loan Party to the extent required by Section 6.12.

Unrestricted Subsidiaries. (a) The Borrower may designate any of its Restricted Subsidiaries to be an Unrestricted Subsidiary if that designation would not cause a Default and if that designation otherwise is consistent with this definition of an Unrestricted Subsidiary. If a No Restricted Subsidiary is may be designated as an Unrestricted Subsidiary, Subsidiary on or following the Fair Market Value of all outstanding Investments owned by the Borrower and its Restricted Subsidiaries in the Subsidiary properly designated shall be deemed to be an Investment made as of the time of the designation and will either reduce the amount available for Restricted Payments under Section 7.5 or be an Investment permitted under Section 7.4, as determined by the Borrower; provided that no designation of an Closing Date. (a) Any Unrestricted Subsidiary may be made in reliance on Section 7.5(c). Such designation will only be permitted if the Investment would be permitted at that time and if the designated as a Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. (b) Any designation of a Subsidiary of the Borrower as an Unrestricted Subsidiary shall be evidenced by the Borrower’s upon delivery to the Administrative Agent a certified copy of a resolution of the board of directors of written notice from the Borrower giving effect to such designation and a certificate (b) those Subsidiaries identified in the definition of a Responsible Officer certifying that such designation complied with the preceding conditions and was permitted by Section 7.5. If, at any time, any Unrestricted Subsidiary would fail to meet the requirements of an Unrestricted Subsidiary, it will thereafter cease may continue to be an Unrestricted Subsidiary for purposes of this Agreement, and any Indebtedness of such Subsidiary will be deemed to be incurred by a Restricted Subsidiary of the Borrower as of such date and, if such Indebtedness is not permitted to be incurred as of such date under Section 7.1, the Borrower will be in default of Section 7.1 unless such Unrestricted Subsidiary is made to meet such requirements. (c) The Borrower may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of the BorrowerSubsidiaries hereunder; provided that such designation will be deemed that, in respect to be an incurrence each of Indebtedness clauses (a) and Liens by a Restricted Subsidiary of the Borrower of any outstanding Indebtedness and Liens of such Unrestricted Subsidiary, and such designation will only be permitted if (x) such Indebtedness and Liens are permitted under Sections 7.1 and 7.2b), (yi) the Borrower immediately before and after such designation, no Default or Event of Default shall have delivered to the Administrative Agent a Pro Forma Compliance Certificate demonstrating that occurred and be continuing, (ii) immediately after giving effect to such designation designation, on a Pro Forma Basis, the Loan Parties would Total Leverage Ratio shall be in compliance with the financial covenants set forth in Article VI recomputed as equal to or less than 2.50:1.00, (iii) no Subsidiary may continue to be an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for purposes of any of the end Priority Lien Documents (other than this Agreement) and (iv) each Restricted Subsidiary designated as an Unrestricted Subsidiary and its Subsidiaries has not, at the time of designation, and does not thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect to any Indebtedness other than (x) Non-Recourse Debt or (y) to the extent it does not constitute Non-Recourse Debt, the Wilpinjong Mandatory Offer. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary constituted an Investment under Section 7.02 by the Borrower therein at the date of designation under the Existing Credit Agreement in an amount equal to the net book value of the period Borrower’s investment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the four Fiscal Quarters most recently ended for which incurrence at the Borrower has delivered financial statements pursuant to Section 5.1(a) time of designation of any Indebtedness or (b); and (z) no Default or Event Liens of Default would be in existence following such designationRestricted Subsidiary existing at such time.

Unrestricted Subsidiaries. The Parent Borrower: (a) The Borrower may designate, by written notification thereof to the Administrative Agent, any Restricted Subsidiary, including a newly formed or newly acquired Subsidiary, as an Unrestricted Subsidiary if (i) immediately prior, and after immediately giving effect, to such designation, no Default has occurred and is continuing, and (ii) such designation is deemed to be an Investment in an Unrestricted Subsidiary in an amount equal to the Fair Market Value as of the date of such designation of the Parent Borrower’s direct and indirect ownership interest in such Subsidiary and such Investment would not be prohibited under Section 7.5 at the time of such designation; (b) may designate or redesignate, by written notification thereof to the Administrative Agent, any Unrestricted Subsidiary to be a Restricted Subsidiary if immediately after giving effect to such designation or redesignation, (i) the representations and warranties of the Parent Borrower and its Restricted Subsidiaries contained in each of the Credit Documents are true and correct in all material respects on and as of such date as if made on and as of such redesignation (or, if stated to have been made expressly as of an earlier date, were true and correct in all material respects as of such date), (ii) no Default has occurred and is continuing, (iii) such designation is deemed to be an Investment in an Unrestricted Subsidiary and (iv) all Liens, Indebtedness and Investments of such Unrestricted Subsidiary outstanding immediately following such designation or redesignation would, if Incurred or made at such time, have been permitted to be Incurred or made for all purposes hereof; and (c) will not permit any Unrestricted Subsidiary (i) to Incur any Indebtedness other than Unrestricted Subsidiary Non-Recourse Debt, except any Guaranty given solely to support a pledge by the Parent Borrower or any Restricted Subsidiary of the Capital Stock of such Unrestricted Subsidiary, which Guaranty is not recourse to the Parent Borrower or any Restricted Subsidiary, and except for obligations of the Parent Borrower or any Restricted Subsidiary in respect of Indebtedness of such Unrestricted Subsidiary that is permitted as both an Incurrence of Indebtedness under Section 7.3 and is an Investment not prohibited by Section 7.5, (ii) to guarantee or otherwise directly or indirectly provide credit support for any Indebtedness of the Parent Borrower or any of its Restricted Subsidiaries, except for any pledge of Capital Stock of such Unrestricted Subsidiary to secure Indebtedness of the Parent Borrower or any of its Restricted Subsidiaries and (iii) to be an Unrestricted Subsidiary if that designation would not cause a Default and if that designation otherwise is consistent with this definition of an Unrestricted Subsidiary. If a Restricted Subsidiary is designated as an Unrestricted Subsidiaryhold any Capital Stock in, or any Indebtedness of, the Fair Market Value of all outstanding Investments owned by the Parent Borrower and its or any Restricted Subsidiaries in the Subsidiary properly designated shall be deemed to be an Investment made as of the time of the designation and will either reduce the amount available for Restricted Payments under Section 7.5 or be an Investment permitted under Section 7.4, as determined by the Borrower; provided that no designation of an Unrestricted Subsidiary may be made in reliance on Section 7.5(c). Such designation will only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. (b) Any designation of a Subsidiary of the Borrower as an Unrestricted Subsidiary shall be evidenced by the Borrower’s delivery to the Administrative Agent a certified copy of a resolution of the board of directors of the Borrower giving effect to such designation and a certificate of a Responsible Officer certifying that such designation complied with the preceding conditions and was permitted by Section 7.5. If, at any time, any Unrestricted Subsidiary would fail fails to meet the requirements of an Unrestricted SubsidiarySection 7.9(c), it will shall thereafter cease to be an Unrestricted Subsidiary for purposes of this Agreement, hereof and any Indebtedness and Investments of the Subsidiary and any Liens on assets of such Subsidiary will shall be deemed to be incurred Incurred or made by a Restricted Subsidiary at such time and the Parent Borrower shall not be deemed to be in default of this Section 7.9, but if the Borrower as of such date and, if such Indebtedness is not permitted to be incurred as of such date Incurred under Section 7.17.3, the Investments are prohibited by Section 7.5, or the Lien is not permitted under Section 7.2, the Parent Borrower will shall be in default of Section 7.1 unless such Unrestricted Subsidiary is made to meet such requirementsthe applicable covenant. (c) The Borrower may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of the Borrower; provided that such designation will be deemed to be an incurrence of Indebtedness and Liens by a Restricted Subsidiary of the Borrower of any outstanding Indebtedness and Liens of such Unrestricted Subsidiary, and such designation will only be permitted if (x) such Indebtedness and Liens are permitted under Sections 7.1 and 7.2, (y) the Borrower shall have delivered to the Administrative Agent a Pro Forma Compliance Certificate demonstrating that after giving effect to such designation on a Pro Forma Basis, the Loan Parties would be in compliance with the financial covenants set forth in Article VI recomputed as of the end of the period of the four Fiscal Quarters most recently ended for which the Borrower has delivered financial statements pursuant to Section 5.1(a) or (b); and (z) no Default or Event of Default would be in existence following such designation.

Unrestricted Subsidiaries. (a) The Borrower may designate at any time designate, by a certificate executed by a Responsible Officer of its the Borrower, any Restricted Subsidiaries Subsidiary as an Unrestricted Subsidiary; provided that (i) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing, (ii) the Borrower is in pro forma compliance with the financial covenants set forth in Section 7.11 immediately after giving effect to such designation as of the last day of the most recent fiscal quarter of the Borrower for which financial statements have been delivered pursuant to Section 6.01(a) or (b) and (iii) at all times after giving effect to such designation, (A) such Unrestricted Subsidiary shall have no Indebtedness other than Non-Recourse Debt, other than as contemplated by Section 7.02(d)(iii), (B) neither the Borrower nor any Restricted Subsidiary will have any direct or indirect obligation for any obligation or liability of such Unrestricted Subsidiary, other than as contemplated by Section 7.02(d)(iii) and (C) neither the Borrower nor any Restricted Subsidiary will be required to maintain or preserve such Unrestricted Subsidiary’s financial condition or cause such Unrestricted Subsidiary to achieve any specified level of operating results, (iv) such Unrestricted Subsidiary does not own, directly or indirectly, any Equity Interests in the Borrower or any Restricted Subsidiary and (v) no Subsidiary may be designated as an Unrestricted Subsidiary if that designation would not cause it is a Default and if that designation otherwise is consistent with this definition “Restricted Subsidiary” for the purpose of an Unrestricted Subsidiary. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the Fair Market Value of all outstanding Investments owned by the Borrower and its Restricted Subsidiaries in the Subsidiary properly designated shall be deemed to be an Investment made as of the time of the designation and will either reduce the amount available for Restricted Payments under Section 7.5 or be an Investment permitted under Section 7.4, as determined by the Borrower; provided that no designation of an Unrestricted Subsidiary may be made in reliance on Section 7.5(c). Such designation will only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. (b) Any designation of a Subsidiary any Indebtedness of the Borrower or its Restricted Subsidiaries. The designation of any Subsidiary as an Unrestricted Subsidiary shall be evidenced constitute an Investment by the Borrower’s delivery Borrower or the relevant Restricted Subsidiary (as applicable) therein at the date of designation in an amount equal to the Administrative Agent a certified copy fair market value of a resolution of the board of directors of the Borrower giving effect to all such designation and a certificate of a Responsible Officer certifying that such designation complied with the preceding conditions and was permitted by Section 7.5. If, at any time, any Unrestricted Subsidiary would fail to meet the requirements of an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of this Agreement, and any Indebtedness of such Subsidiary will be deemed to be incurred by a Restricted Subsidiary of the Borrower as of such date and, if such Indebtedness is not permitted to be incurred as of such date under Section 7.1, the Borrower will be in default of Section 7.1 unless such Unrestricted Subsidiary is made to meet such requirementsPerson’s outstanding Investment therein. (ca) The Borrower may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of the BorrowerSubsidiary; provided that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of any outstanding Indebtedness of such Unrestricted Subsidiary and an incurrence of Liens by a Restricted Subsidiary of on the Borrower of any outstanding Indebtedness and Liens property of such Unrestricted SubsidiarySubsidiary then subject to any Liens, and such designation will only be permitted if (xi) such Indebtedness is permitted under Section 7.02 and such Liens are permitted under Sections 7.1 and 7.2Section 7.01, (y) the Borrower shall have delivered to the Administrative Agent a Pro Forma Compliance Certificate demonstrating that after giving effect to such designation on a Pro Forma Basis, the Loan Parties would be in compliance with the financial covenants set forth in Article VI recomputed as of the end of the period of the four Fiscal Quarters most recently ended for which the Borrower has delivered financial statements pursuant to Section 5.1(a) or (b); and (zii) no Default or Event of Default would be in existence immediately following such designation, (iii) all representations and warranties herein will be true and correct in all material respects as if remade at the time of such designation, except to the extent such representations and warranties specifically refer to an earlier date, in which case they were true and correct in all material respects as of such earlier date, (iv) the Borrower is in pro forma compliance with the financial covenants set forth in Section 7.11 immediately after giving effect to such designation as of the last day of the most recent fiscal quarter of the Borrower for which financial statements have been delivered pursuant to Section 6.01(a) or (b) and (v) such Subsidiary becomes a Loan Party to the extent required by Section 6.12.

Unrestricted Subsidiaries. (a) The If any Unsecured Subsidiary incurs Unsecured Subsidiaries’ Permitted Project Debt, the Borrower may designate any of its Restricted Subsidiaries to request that such Unsecured Subsidiary be designated an Unrestricted Subsidiary if such that designation would not cause a the representations, covenants, Events of Default and if that designation otherwise is consistent with this definition of an Unrestricted Subsidiary. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the Fair Market Value of all outstanding Investments owned by the Borrower and its Restricted Subsidiaries in the Subsidiary properly designated shall be deemed to be an Investment made as of the time of the designation and will either reduce the amount available for Restricted Payments under Section 7.5 or be an Investment permitted under Section 7.4, as determined by the Borrower; provided that no designation of an Unrestricted Subsidiary may be made in reliance on Section 7.5(c). Such designation will only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. (b) Any designation of a Subsidiary of the Borrower as an Unrestricted Subsidiary shall be evidenced by the Borrower’s delivery to the Administrative Agent a certified copy of a resolution of the board of directors of the Borrower giving effect to such designation and a certificate of a Responsible Officer certifying that such designation complied with the preceding conditions and was permitted by Section 7.5. If, at any time, any Unrestricted Subsidiary would fail to meet the requirements of an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes other relevant provisions of this Agreement, and any Indebtedness of such Subsidiary will be deemed to be incurred by a Restricted Subsidiary of the Borrower as of such date and, if such Indebtedness is Agreement shall not permitted to be incurred as of such date under Section 7.1, the Borrower will be apply in default of Section 7.1 unless such Unrestricted Subsidiary is made to meet such requirements. (c) The Borrower may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of the Borrower; provided that such designation will be deemed to be an incurrence of Indebtedness and Liens by a Restricted Subsidiary of the Borrower of any outstanding Indebtedness and Liens respect of such Unrestricted Subsidiary, and the Lenders agree to act reasonably in considering any such request. Any such designation will only shall be permitted if (x) such Indebtedness approved in writing by the Lenders acting unanimously, and Liens are permitted under Sections 7.1 and 7.2, (y) the Borrower shall have delivered be subject to the Administrative Agent a Pro Forma Compliance Certificate demonstrating that after giving effect execution and delivery of an amendment to this Agreement to reflect all conditions and restrictions the Lenders acting reasonably may require. Without limiting the generality of the foregoing, such designation on a Pro Forma Basis, amendment may include provisions with respect to the Loan Parties would be in compliance with following: • amendments to the financial covenants set forth in Article VI recomputed as herein; • the assets of the end Unrestricted Subsidiary may not be commingled with the assets of the period other Companies; • the liabilities of the four Fiscal Quarters most recently ended for Unrestricted Subsidiary may not be commingled with the liabilities of the other Companies; • the books and records of the Unrestricted Subsidiary will be maintained separately from the books and records of the other Companies; • the Unrestricted Subsidiary and the other Companies will not take any action or omit to take any action which would, or would reasonably be expected to, result in any Company becoming subject to any Insolvency Proceeding in respect of the Unrestricted Subsidiary by way of procedural or substantive consolidation of their estates, joint administration or any other procedure or proceeding which may result in anything other than a completely separate “ring-fenced” administration of the assets and liabilities of each of Unrestricted Subsidiary and the other Companies; • the other Companies shall not be permitted to guarantee any indebtedness or other obligations of the Unrestricted Subsidiary; • limits on the amount of Investments which the Borrower has delivered financial statements pursuant to Section 5.1(a) or (b)Companies may make in the Unrestricted Subsidiary; • all dealings between the Companies and the Unrestricted Subsidiary must be on a commercially reasonable basis; and (z) no Default or Event of Default would be in existence following such designation• ancillary amendments.

Unrestricted Subsidiaries. The Parent: (a) The Borrower may designate designate, by written notification thereof to the Administrative Agent, any of its Restricted Subsidiaries to be Subsidiary, including a newly formed or newly acquired Subsidiary, as an Unrestricted Subsidiary if that (i) immediately prior, and after immediately giving effect, to such designation, no Default has occurred and is continuing, and (ii) such designation would not cause a Default and if that designation otherwise is consistent with this definition of an Unrestricted Subsidiary. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the Fair Market Value of all outstanding Investments owned by the Borrower and its Restricted Subsidiaries in the Subsidiary properly designated shall be deemed to be an Investment made in an Unrestricted Subsidiary in an amount equal to the Fair Market Value as of the time date of such designation of the designation Parent’s direct and will either reduce the amount available for Restricted Payments indirect ownership interest in such Subsidiary and such Investment would not be prohibited under Section 7.5 or be an Investment permitted under Section 7.4, as determined by at the Borrowertime of such designation; provided that no designation of an Unrestricted Subsidiary may be made in reliance on Section 7.5(c). Such designation will only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary.and (b) Any designation of a Subsidiary of the Borrower as an Unrestricted Subsidiary shall be evidenced may designate or redesignate, by the Borrower’s delivery written notification thereof to the Administrative Agent Agent, any Unrestricted Subsidiary to be a certified copy of a resolution of the board of directors of the Borrower Restricted Subsidiary if immediately after giving effect to such designation or redesignation, (i) no Default has occurred and a certificate of a Responsible Officer certifying that is continuing, (ii) such designation complied with the preceding conditions is deemed to be an Investment in an Unrestricted Subsidiary and was (iii) all Liens, Indebtedness and Investments of such Unrestricted Subsidiary outstanding immediately following such designation or redesignation would, if Incurred or made at such time, have been permitted by Section 7.5to be Incurred or made for all purposes hereof. If, at any time, any Unrestricted Subsidiary would fail fails to meet the requirements of an the definition of “Unrestricted Subsidiary”, it will shall thereafter cease to be an Unrestricted Subsidiary for purposes of this Agreement, hereof and any Indebtedness and Investments of the Subsidiary and any Liens on assets of such Subsidiary will shall be deemed to be incurred Incurred or made by a Restricted Subsidiary at such time and the Parent shall not be deemed to be in default of this Section 7.8, but if the Borrower as of such date and, if such Indebtedness is not permitted to be incurred as of such date Incurred under Section 7.17.3, the Borrower will Investments are prohibited by Section 7.5, or the Lien is not permitted under Section 7.2, the Parent shall be in default of Section 7.1 unless such Unrestricted Subsidiary is made to meet such requirementsthe applicable covenant. (c) The Borrower may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of the Borrower; provided that such designation will be deemed to be an incurrence of Indebtedness and Liens by a Restricted Subsidiary of the Borrower of any outstanding Indebtedness and Liens of such Unrestricted Subsidiary, and such designation will only be permitted if (x) such Indebtedness and Liens are permitted under Sections 7.1 and 7.2, (y) the Borrower shall have delivered to the Administrative Agent a Pro Forma Compliance Certificate demonstrating that after giving effect to such designation on a Pro Forma Basis, the Loan Parties would be in compliance with the financial covenants set forth in Article VI recomputed as of the end of the period of the four Fiscal Quarters most recently ended for which the Borrower has delivered financial statements pursuant to Section 5.1(a) or (b); and (z) no Default or Event of Default would be in existence following such designation.

Unrestricted Subsidiaries. (a) The Board of Directors of Borrower may at any time designate any Subsidiary of its Restricted Subsidiaries Borrower (other than any Loan Party) to be an Unrestricted Subsidiary if that designation no Default or Event of Default has occurred and is continuing or would not cause a Default and if that designation otherwise is consistent with this definition of an Unrestricted Subsidiaryresult therefrom. If a Restricted Subsidiary of Borrower is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value of all outstanding Investments owned by the of Borrower and its Restricted Subsidiaries in the Subsidiary properly designated as an Unrestricted Subsidiary shall be deemed to be an Investment made as of the time of the designation and will either shall reduce the amount available for Restricted Payments under Section 7.5 6.9 or be an Investment permitted under Section 7.4one or more clauses of the definition of Permitted Investments, as determined by Borrower, by an amount equal to the Borrower; provided that no amount of such Investment. The designation of a Subsidiary of Borrower as an Unrestricted Subsidiary may be made in reliance on Section 7.5(c). Such designation will shall only be permitted if the Investment would be permitted by this Agreement at that the time of designation and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. (b) . Additionally, no Subsidiary of Borrower may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purposes of any Senior Note Document or any Refinancing Indebtedness incurred to refinance such Indebtedness. Any designation of a Subsidiary of the Borrower as an Unrestricted Subsidiary shall be evidenced to Agent by the Borrower’s delivery Borrower submitting to the Administrative Agent a certified copy of a resolution of the board Board of directors Directors of the Borrower giving effect to such designation and a certificate of a Responsible Officer an Officer’s Certificate certifying that such designation complied with the preceding requirements and conditions set forth in this clause (a) and was permitted by Section 7.56.9. If, at any time, any Unrestricted Subsidiary would fail fails to meet the preceding requirements of as an Unrestricted Subsidiary, it will shall thereafter cease to be an Unrestricted Subsidiary for purposes of this Agreement, Agreement and any Indebtedness of such Subsidiary will and Liens on such Subsidiary’s assets shall be deemed to be incurred by a Restricted Subsidiary of the Borrower as of such date and, if such Indebtedness is not permitted to be incurred as of such date under Section 7.16.1 or such Liens are not permitted to be incurred as of such date under Section 6.2, the Borrower will be in default an Event of Section 7.1 unless such Unrestricted Subsidiary is made to meet such requirementsDefault shall immediately arise. (cb) The Board of Directors of Borrower may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of the Borrower; provided that such designation will shall be deemed to be an incurrence of Indebtedness and Liens by a Restricted Subsidiary of the Borrower of any outstanding Indebtedness and Liens of such Unrestricted Subsidiary and the incurrence of Liens on the assets of a Restricted Subsidiary of Borrower of any Liens on such Unrestricted Subsidiary’s assets, and such designation will only be permitted if (xi) such Indebtedness is permitted under Section 6.1 and such Liens are permitted under Sections 7.1 and 7.2Section 6.2, (y) the Borrower shall have delivered to the Administrative Agent calculated on a Pro Forma Compliance Certificate demonstrating that after giving effect to pro forma basis as if such designation on a Pro Forma Basis, had occurred at the Loan Parties would be in compliance with the financial covenants set forth in Article VI recomputed as beginning of the end of the period of the four Fiscal Quarters most recently ended for which the Borrower has delivered financial statements pursuant to Section 5.1(a) or (b)applicable reference period; and (zii) no Default or Event of Default has occurred and is continuing or would be in existence following such designationresult therefrom.

Unrestricted Subsidiaries. (a) The Schedule 6.08 sets forth those Subsidiaries that have been designated as Unrestricted Subsidiaries as of the date hereof, which Subsidiaries do not include any Guarantor or a Borrower. A Borrower may designate any other of its Restricted Subsidiaries (other than a Borrower or a Guarantor) as Unrestricted Subsidiaries from time to be time in compliance with the provisions of this Section 6.08. Such Borrower will not designate any of its Subsidiaries as an Unrestricted Subsidiary if that designation would not cause a Default and if that designation otherwise is consistent with this definition of an Unrestricted Subsidiary. If a Restricted unless at the time such Subsidiary is designated as an Unrestricted Subsidiary, the Fair Market Value of all outstanding Investments owned by the Borrower before and its Restricted Subsidiaries in the Subsidiary properly designated shall be deemed to be an Investment made as of the time of the designation and will either reduce the amount available for Restricted Payments under Section 7.5 or be an Investment permitted under Section 7.4, as determined by the Borrower; provided that no designation of an Unrestricted Subsidiary may be made in reliance on Section 7.5(c). Such designation will only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. (b) Any designation of a Subsidiary of the Borrower as an Unrestricted Subsidiary shall be evidenced by the Borrower’s delivery to the Administrative Agent a certified copy of a resolution of the board of directors of the Borrower giving effect to such designation and a certificate of a Responsible Officer certifying that such designation complied with the preceding conditions and was permitted by Section 7.5. If, at any time, any Unrestricted Subsidiary would fail to meet the requirements of an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of this Agreement, and any Indebtedness of such Subsidiary will be deemed to be incurred by a Restricted Subsidiary of the Borrower as of such date and, if such Indebtedness is not permitted to be incurred as of such date under Section 7.1, the Borrower will be in default of Section 7.1 unless such Unrestricted Subsidiary is made to meet such requirements. (c) The Borrower may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of the Borrower; provided that such designation will be deemed to be an incurrence of Indebtedness and Liens by a Restricted Subsidiary of the Borrower of any outstanding Indebtedness and Liens of such Unrestricted Subsidiary, and such designation will only be permitted if (x) such Indebtedness and Liens are permitted under Sections 7.1 and 7.2, (y) the Borrower shall have delivered to the Administrative Agent a Pro Forma Compliance Certificate demonstrating that after giving effect to such designation on a Pro Forma Basispro forma basis, no Event of Default shall have occurred and be continuing, as certified in an Officers' Certificate delivered to the Loan Parties would Administrative Agent at the time of such designation. Such Officers' Certificate also shall state the specific purpose for which such designation is being made. All Subsidiaries of Unrestricted Subsidiaries shall be Unrestricted Subsidiaries. It is understood and agreed that, notwithstanding anything in this Agreement to the contrary, upon designation by AOLTW of TWE or TWEAN as an Unrestricted Subsidiary in accordance with this Section 6.08 subsequent to termination of its status as a Borrower in accordance with Section 2.21, for purposes of determining compliance with the provisions of this Agreement and the other Credit Documents, including the foregoing provisions of this Section 6.08, all representations and warranties, conditions, covenants and/or Defaults to the extent otherwise applicable to any such terminated Borrower but not applicable to all Unrestricted Subsidiaries generally, shall thereafter be deemed inapplicable with respect to such terminated Borrower until such time, if any, as such terminated Borrower shall subsequently be designated or redesignated a Restricted Subsidiary. (b) A Borrower may designate or re-designate any Unrestricted Subsidiary as a Restricted Subsidiary from time to time in compliance with the financial covenants set forth in Article VI recomputed as provisions of the end of the period of the four Fiscal Quarters most recently ended for which the Borrower has delivered financial statements pursuant to this Section 5.1(a) or (b); and (z) no Default or Event of Default would be in existence following such designation6.

Unrestricted Subsidiaries. (a) Schedule 6.08 sets forth those Subsidiaries that have been designated as Unrestricted Subsidiaries as of the date hereof, which Subsidiaries do not include any Guarantor. The Borrower may designate any of its Restricted Subsidiaries (other than a Guarantor) as Unrestricted Subsidiaries from time to be time in compliance with the provisions of this Section 6.08. The Borrower will not designate any of its Subsidiaries as an Unrestricted Subsidiary if that designation would not cause a Default and if that designation otherwise is consistent with this definition of an Unrestricted Subsidiary. If a Restricted unless at the time such Subsidiary is designated as an Unrestricted Subsidiary, the Fair Market Value of all outstanding Investments owned by the Borrower before and its Restricted Subsidiaries in the Subsidiary properly designated shall be deemed to be an Investment made as of the time of the designation and will either reduce the amount available for Restricted Payments under Section 7.5 or be an Investment permitted under Section 7.4, as determined by the Borrower; provided that no designation of an Unrestricted Subsidiary may be made in reliance on Section 7.5(c). Such designation will only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. (b) Any designation of a Subsidiary of the Borrower as an Unrestricted Subsidiary shall be evidenced by the Borrower’s delivery to the Administrative Agent a certified copy of a resolution of the board of directors of the Borrower giving effect to such designation and a certificate of a Responsible Officer certifying that such designation complied with the preceding conditions and was permitted by Section 7.5. If, at any time, any Unrestricted Subsidiary would fail to meet the requirements of an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of this Agreement, and any Indebtedness of such Subsidiary will be deemed to be incurred by a Restricted Subsidiary of the Borrower as of such date and, if such Indebtedness is not permitted to be incurred as of such date under Section 7.1, the Borrower will be in default of Section 7.1 unless such Unrestricted Subsidiary is made to meet such requirements. (c) The Borrower may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of the Borrower; provided that such designation will be deemed to be an incurrence of Indebtedness and Liens by a Restricted Subsidiary of the Borrower of any outstanding Indebtedness and Liens of such Unrestricted Subsidiary, and such designation will only be permitted if (x) such Indebtedness and Liens are permitted under Sections 7.1 and 7.2, (y) the Borrower shall have delivered to the Administrative Agent a Pro Forma Compliance Certificate demonstrating that after giving effect to such designation on a Pro Forma Basispro forma basis, no Event of Default shall have occurred and be continuing, as certified in a certificate of a Responsible Officer delivered to the Loan Parties would Administrative Agent at the time of such designation. Such certificate also shall state the specific purpose for which such designation is being made. All Subsidiaries of Unrestricted Subsidiaries shall be Unrestricted Subsidiaries. (b) The Borrower may designate or re-designate any Unrestricted Subsidiary as a Restricted Subsidiary from time to time in compliance with the financial covenants set forth in Article VI recomputed provisions of this Section 6.08. The Borrower will not designate or re-designate any Unrestricted Subsidiary as of a Restricted Subsidiary, unless at the end of the period of the four Fiscal Quarters most recently ended for which the Borrower has delivered financial statements pursuant time such Unrestricted Subsidiary is so designated or re-designated as a Restricted Subsidiary, after giving effect to Section 5.1(a) such designation or (b); and (z) re-designation on a pro forma basis, no Default or Event of Default would shall have occurred and be continuing, as certified in existence following a certificate of a Responsible Officer delivered to the Administrative Agent at the time of such designation or re-designation.

Unrestricted Subsidiaries. (a) The Borrower may Loan Parties shall only designate any of its Restricted Subsidiaries to be an Unrestricted Subsidiary if that designation would not cause a Default and if that designation otherwise is consistent with this definition of an Unrestricted Subsidiary. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the Fair Market Value of all outstanding Investments owned by the Borrower and its Restricted Subsidiaries in the Subsidiary properly designated shall be deemed to be an Investment made as of the time of the designation and will either reduce the amount available for Restricted Payments under Section 7.5 or be an Investment permitted under Section 7.4, as determined by the Borrower; provided that no designation of an Unrestricted Subsidiary may be made in reliance on Section 7.5(c). Such designation will only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. (b) Any designation of redesignate a Subsidiary of the Borrower as an Unrestricted Subsidiary shall be evidenced after the Closing Date by written notice from the Borrower’s delivery Borrower to the Administrative Agent a certified copy if such designation or redesignation is in compliance with the following conditions: (i) immediately before and after such designation (or redesignation), (x) no Event of a resolution of the board of directors of the Borrower Default shall have occurred and be continuing or shall exist after giving effect to such designation and a certificate of a Responsible Officer certifying that such designation complied (y) the Borrower shall be in compliance with the preceding conditions and was permitted by Section 7.5. If, at any time, any Unrestricted Subsidiary would fail to meet the requirements of an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary Financial Condition Covenant on a Pro Forma Basis (for purposes of this Agreementsuch compliance at any time prior to September 30, and any Indebtedness of such Subsidiary will 2016, the maximum First Lien Leverage Ratio permitted under the Financial Condition Covenant shall be deemed to be incurred 5.75:1.00), (ii) no Subsidiary may be designated (or redesignated) as an Unrestricted Subsidiary if, after such designation (or redesignation), it would be a “Restricted Subsidiary” for the purpose of any Specified Junior Debt Facility, any Incremental Facility or any Incremental Equivalent Debt, (iii) the designation (or redesignation) of any Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by a Restricted Subsidiary the applicable Group Members therein at the date of designation (or redesignation) in an amount equal to the Fair Market Value of the Borrower as of such date and, if such Indebtedness is not permitted to be incurred as of such date under Section 7.1, the Borrower will be in default of Section 7.1 unless such Unrestricted Subsidiary is made to meet such requirements. (c) The Borrower may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of the Borrower; provided that such designation will be deemed to be an incurrence of Indebtedness and Liens by a Restricted Subsidiary of the Borrower of any outstanding Indebtedness and Liens of such Unrestricted SubsidiaryGroup Members’ Investment therein, and such designation will only be permitted if (x) such Indebtedness and Liens are permitted under Sections 7.1 and 7.2, (yiv) the Borrower shall have delivered to the Administrative Agent an officer’s certificate executed by a Pro Forma Compliance Certificate demonstrating Responsible Officer of the Borrower, certifying compliance with the requirements of the preceding clauses (i) through (iii); provided, that no Unrestricted Subsidiary that has been designated as a Restricted Subsidiary may again be designated as an Unrestricted Subsidiary. (b) The Loan Parties shall only designate an Unrestricted Subsidiary as Restricted Subsidiary after the Closing Date by written notice from the Borrower to the Administrative Agent if (i) immediately before and after such designation, (x) no Event of Default shall have occurred and be continuing or shall exist after giving effect to such designation on a Pro Forma Basis, and (y) the Loan Parties would Borrower shall be in compliance with the financial covenants set forth in Article VI recomputed as Financial Condition Covenant on a Pro Forma Basis (for purposes of such compliance at any time prior to September 30, 2016, the maximum First Lien Leverage Ratio permitted under the Financial Condition Covenant shall be deemed to be 5.75:1.00), (ii) the incurrence at the time of designation of any Indebtedness or Liens of such Subsidiary existing at such time is permitted under Sections 7.2 and 7.3, respectively, and (iii) the Borrower shall have delivered to the Administrative Agent an officer’s certificate executed by a Responsible Officer of the end Borrower, certifying compliance with the requirements of the period of the four Fiscal Quarters most recently ended for which the Borrower has delivered financial statements pursuant to Section 5.1(apreceding clauses (i) or (b); and (z) no Default or Event of Default would be in existence following such designationii).

Unrestricted Subsidiaries. (a) The Borrower Unless designated as an Unrestricted Subsidiary in accordance with this Section 5.16, each Subsidiary of Kodiak Corp shall be classified as a Restricted Subsidiary. Kodiak Corp may at any time designate by written notification thereof to the Administrative Agent any of its Restricted Subsidiaries to be Subsidiary (other than the Kodiak Borrower) as an Unrestricted Subsidiary if that (i) prior, and after giving effect, to such designation would not cause a (including after giving effect to the reclassification of any Investments in, Indebtedness of, and/or Liens on the assets of, such Subsidiary), no Event of Default and if that exists, (ii) such designation otherwise is consistent with this definition of an Unrestricted Subsidiary. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the Fair Market Value of all outstanding Investments owned by the Borrower and its Restricted Subsidiaries in the Subsidiary properly designated shall be deemed to be an Investment made in an Unrestricted Subsidiary in an amount equal to the fair market value as of the time date of such designation of the designation applicable Obligor’s direct and will either reduce the amount available for Restricted Payments under Section 7.5 or be an Investment permitted under Section 7.4, as determined by the Borrower; provided that no designation of an Unrestricted indirect ownership interest in such Subsidiary may be made in reliance on Section 7.5(c). Such designation will only be permitted if the and such Investment would be permitted to be made at that the time of such designation under Section 6.04 and if the Restricted (iii) such Subsidiary otherwise meets the definition is not a guarantor of an any Indebtedness (other than of such Unrestricted Subsidiary’s own Subsidiaries) in excess of $75,000,000. (b) Any designation of a Subsidiary of the Borrower as an Unrestricted Subsidiary shall be evidenced by the Borrower’s delivery to the Administrative Agent a certified copy of a resolution of the board of directors of the Borrower giving effect to such designation and a certificate of a Responsible Officer certifying that such designation complied with the preceding conditions and was permitted by Section 7.5. If, at any time, any Unrestricted Subsidiary would fail to meet the requirements of an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of this Agreement, and any Indebtedness of such Subsidiary will be deemed to be incurred by a Restricted Subsidiary of the Borrower as of such date and, if such Indebtedness is not permitted to be incurred as of such date under Section 7.1, the Borrower will be in default of Section 7.1 unless such Unrestricted Subsidiary is made to meet such requirements. (c) The Borrower Kodiak Corp may at any time designate any Subsidiary which is then an Unrestricted Subsidiary to be a Restricted Subsidiary by (i) providing the Administrative Agent with written notice of such redesignation and thereafter (ii) causing such Subsidiary to comply with the Borrower; provided that requirements of Section 5.15, if applicable, at which time, such designation will be deemed Subsidiary shall cease to be an incurrence “Unrestricted Subsidiary” and shall become a “Restricted Subsidiary” for purposes of Indebtedness this Agreement and Liens the other Loan Documents without any amendment, modification or other supplement to any of the foregoing. (c) No Obligor may (i) transfer any contract or agreement constituting a Material Designated Contract (as determined immediately prior to such transfer) to an Unrestricted Subsidiary (whether by Investment, Restricted Payment, disposition or otherwise) or (ii) designate a Restricted Subsidiary that is party to any contract or agreement constituting a Material Designated Contract (as determined immediately prior to such designation) as an Unrestricted Subsidiary. (d) The Unrestricted Subsidiaries may not hold or exclusively license (or receive from the Obligors or any Restricted Subsidiary), individually or in the aggregate, any Material Intellectual Property. (e) The Obligors will cause the management, business and affairs of Kodiak Corp and its Restricted Subsidiaries to be conducted in such a manner (including, without limitation, by keeping separate books of account, furnishing separate balance sheets and income statements of Unrestricted Subsidiaries to creditors and potential creditors thereof (to the extent required hereunder) and by not permitting properties of Unrestricted Subsidiaries to be commingled with those of the Borrower of Obligors) so that each Unrestricted Subsidiary that is a corporation will be treated as a corporate entity separate and distinct from Parent and its Restricted Subsidiaries. The Obligors will not permit any outstanding Unrestricted Subsidiary to hold any Equity Interest in, or any Indebtedness and Liens of such Unrestricted Subsidiaryof, and such designation will only be permitted if (x) such Indebtedness and Liens are permitted under Sections 7.1 and 7.2, (y) the Borrower shall have delivered to the Administrative Agent a Pro Forma Compliance Certificate demonstrating that after giving effect to such designation on a Pro Forma BasisKodiak Corp, the Loan Parties would be in compliance with the financial covenants set forth in Article VI recomputed as of the end of the period of the four Fiscal Quarters most recently ended for which the Kodiak Borrower has delivered financial statements pursuant to Section 5.1(a) or (b); and (z) no Default or Event of Default would be in existence following such designationany Restricted Subsidiary.

Unrestricted Subsidiaries. (a) The Borrower may designate any of its Restricted Subsidiaries to be an Unrestricted Subsidiary if that designation would not cause a Default and if that designation otherwise is consistent with this definition of an Unrestricted Subsidiary. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the Fair Market Value of all outstanding Investments owned by the Borrower and its Restricted Subsidiaries in the Subsidiary properly designated shall be deemed to be an Investment made as of the time of the designation and will either reduce the amount available for Restricted Payments under Section 7.5 or be an Investment permitted under Section 7.4, as determined by the Borrower; provided that no designation of an Unrestricted Subsidiary may be made in reliance on Section 7.5(c). Such designation will only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. (b) Any designation of a Subsidiary of the Borrower as an Unrestricted Subsidiary shall be evidenced by the Borrower’s delivery to the Administrative Agent a certified copy of a resolution of the board of directors of the Borrower giving effect to such designation and a certificate of a Responsible Officer certifying that such designation complied with the preceding conditions and was permitted by Section 7.5. If, at any time, any Unrestricted Subsidiary would fail to meet the requirements of an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of this Agreement, and any Indebtedness of such Subsidiary will be deemed to be incurred by a Restricted Subsidiary of the Borrower as of such date and, if such Indebtedness is not permitted to be incurred as of such date under Section 7.1, the Borrower will be in default of Section 7.1 unless such Unrestricted Subsidiary is made to meet such requirements. (c) The Borrower may at any time after the Closing Date (i) substantially contemporaneously upon the organization or acquisition of any Subsidiary, designate such Subsidiary as an Unrestricted Subsidiary or (ii) designate any Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary to be as a Restricted Subsidiary of the BorrowerSubsidiary; provided that that, in each case, (i) immediately before and after such designation will be deemed to be an incurrence of Indebtedness and Liens by a Restricted Subsidiary of the Borrower of any outstanding Indebtedness and Liens of such Unrestricted Subsidiary, and such designation will only be permitted if (x) such Indebtedness and Liens are permitted under Sections 7.1 and 7.2, (y) the Borrower shall have delivered to the Administrative Agent a Pro Forma Compliance Certificate demonstrating that after giving effect to such designation on a Pro Forma Basis, the Loan Parties would be in compliance with the financial covenants set forth in Article VI recomputed as of the end of the period of the four Fiscal Quarters most recently ended for which the Borrower has delivered financial statements pursuant to Section 5.1(a) or (b); and (z) no Default or Event of Default would shall have occurred and be continuing, and (y) the Borrower shall be in existence following compliance, on a Pro Forma Basis after giving effect to such designation, with the covenant contained in clause (a) of Section 8.8, in each case recomputed as at the last day of the most recently ended Fiscal Quarter of the Borrower for which the relevant information is available as if such designation had occurred on the first day of each relevant period for testing such compliance; (ii) no Unrestricted Subsidiary shall own any Equity Interests in the Borrower, any Guarantor or any Restricted Subsidiary; (iii) no Unrestricted Subsidiary shall hold any Indebtedness of, or any Lien on any property of, the Borrower, any Guarantor or any Restricted Subsidiary; and (iv) no Restricted Subsidiary may be designated an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary. Each Unrestricted Subsidiary as of the First Amendment Effective Date is set forth on Schedule I. (b) The designation of any Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the Borrower therein at the date of designation in an amount equal to the fair market value as determined in good faith by the Borrower of such Investment; provided that, the designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment pursuant to Section 8.6(k) by the Borrower therein at the date of designation in an amount equal to the fair market value as determined in good faith by the Borrower of such Investment. (c) The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the incurrence by the Borrower at the time of such designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time.

Unrestricted Subsidiaries. (a) The Borrower may designate any Board of its Restricted Subsidiaries to be an Unrestricted Subsidiary if that designation would not cause a Default and if that designation otherwise is consistent with this definition of an Unrestricted Subsidiary. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the Fair Market Value of all outstanding Investments owned by the Borrower and its Restricted Subsidiaries in the Subsidiary properly designated shall be deemed to be an Investment made as Directors or other applicable governing body of the time of the designation and will either reduce the amount available for Restricted Payments under Section 7.5 or be an Investment permitted under Section 7.4, as determined by the Borrower; provided that no designation of an Unrestricted Subsidiary may be made in reliance on Section 7.5(c). Such designation will only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. (b) Any designation of a Subsidiary of the Borrower as an Unrestricted Subsidiary shall be evidenced by the Borrower’s delivery to the Administrative Agent a certified copy of a resolution of the board of directors of the Borrower giving effect to such designation and a certificate of a Responsible Officer certifying that such designation complied with the preceding conditions and was permitted by Section 7.5. If, at any time, any Unrestricted Subsidiary would fail to meet the requirements of an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of this Agreement, and any Indebtedness of such Subsidiary will be deemed to be incurred by a Restricted Subsidiary of the Borrower as of such date and, if such Indebtedness is not permitted to be incurred as of such date under Section 7.1, the Borrower will be in default of Section 7.1 unless such Unrestricted Subsidiary is made to meet such requirements. (c) The Borrower may at any time designate any Restricted Subsidiary as an Unrestricted Subsidiary or designate any Unrestricted Subsidiary as a Restricted Subsidiary, upon receipt by the Administrative Agent of written notice from the Borrower that from and after such notice such subsidiary shall be or cease to be an Unrestricted Subsidiary, as applicable; provided that (i) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing, (ii) other than for purposes of designating a Restricted Subsidiary of the Borrower; provided as an Unrestricted Subsidiary that such designation will be deemed to be an incurrence of Indebtedness and Liens by is a Restricted Subsidiary of the Borrower of any outstanding Indebtedness and Liens of such Unrestricted Special Purpose Receivables Subsidiary, and such designation will only be permitted if (x) such Indebtedness and Liens are permitted under Sections 7.1 and 7.2, (y) the Borrower shall have delivered to the Administrative Agent a Pro Forma Compliance Certificate demonstrating that immediately after giving effect to such designation designation, on a Pro Forma Basis, the Loan Parties would Borrower shall be in compliance with Sections 6.10 and 6.11, and, as a condition precedent to the financial covenants set effectiveness of any such designation, the Borrower shall deliver to the Administrative Agent a certificate notifying the Administrative Agent of any such designation and also setting forth in Article VI recomputed reasonable detail the calculations demonstrating compliance with the such covenants. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary shall constitute an Investment under Section 6.01 by the Borrower therein at the date of designation in an amount equal to the net book value of the end Borrower’s investment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the incurrence at the time of designation of any Indebtedness or Liens of such Restricted Subsidiary existing at such time. (b) The Borrower shall cause each Unrestricted Subsidiary to: (i) maintain entity records and books of account separate from those of the period Borrower and its Restricted Subsidiaries, (ii) not commingle its funds or assets with those of any of the four Fiscal Quarters most recently ended for Borrower and its Restricted Subsidiaries and (iii) provide that its board of directors or other analogous governing body will hold all appropriate meetings to authorize and approve such entity’s actions, which meetings will be separate from those of the Borrower has delivered financial statements pursuant to Section 5.1(a) or (b); and (z) no Default or Event of Default would be in existence following such designationits Restricted Subsidiaries.

Unrestricted Subsidiaries. (a) The Borrower may designate any of its Restricted Subsidiaries to be an Unrestricted Subsidiary if that designation would not cause a Default and if that designation otherwise is consistent with this definition of an Unrestricted Subsidiary. If a Any Restricted Subsidiary is may be designated as an Unrestricted Subsidiary, the Fair Market Value of all outstanding Investments owned by the Borrower Subsidiary and its Restricted Subsidiaries in the Subsidiary properly designated shall be deemed to be an Investment made as of the time of the designation and will either reduce the amount available for Restricted Payments under Section 7.5 or be an Investment permitted under Section 7.4, as determined by the Borrower; provided that no designation of an any Unrestricted Subsidiary may be made in reliance on Section 7.5(c). Such designation will only be permitted if the Investment would be permitted at that time and if the designated as a Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. (b) Any designation of a Subsidiary of the Borrower as an Unrestricted Subsidiary shall be evidenced by the Borrower’s upon delivery to the Administrative Agent a certified copy of a resolution of the board of directors of written notice from the Borrower giving effect to Representative; provided, that (a) immediately before and after such designation and a certificate of a Responsible Officer certifying that such designation complied with the preceding conditions and was permitted by Section 7.5. Ifdesignation, at any time, any Unrestricted Subsidiary would fail to meet the requirements of an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of this Agreement, and any Indebtedness of such Subsidiary will be deemed to be incurred by a Restricted Subsidiary of the Borrower as of such date and, if such Indebtedness is not permitted to be incurred as of such date under Section 7.1, the Borrower will be in default of Section 7.1 unless such Unrestricted Subsidiary is made to meet such requirements. (c) The Borrower may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of the Borrower; provided that such designation will be deemed to be an incurrence of Indebtedness and Liens by a Restricted Subsidiary of the Borrower of any outstanding Indebtedness and Liens of such Unrestricted Subsidiary, and such designation will only be permitted if (x) such Indebtedness and Liens are permitted under Sections 7.1 and 7.2, (y) the Borrower shall have delivered to the Administrative Agent a Pro Forma Compliance Certificate demonstrating that after giving effect to such designation on a Pro Forma Basis, the Loan Parties would be in compliance with the financial covenants set forth in Article VI recomputed as of the end of the period of the four Fiscal Quarters most recently ended for which the Borrower has delivered financial statements pursuant to Section 5.1(a) or (b); and (z) no Default or Event of Default would shall have occurred and be in existence following continuing, (b) immediately after giving effect to such designation, the Payment Conditions shall have been satisfied, (c) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” (or equivalent) for purposes of any of the Term Loan Credit Documents or any documents evidencing any Permitted Refinancing Indebtedness or any Subordinated Indebtedness or Junior Lien Indebtedness and (d) each Restricted Subsidiary to be designated as an Unrestricted Subsidiary and its Subsidiaries has not at the time of designation, and does not thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect to any Indebtedness other than Non-Recourse Debt. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary shall constitute an Investment under Section 7.02 by the Borrower Representative in such Unrestricted Subsidiary at the date of designation in an amount equal to the net book value of the Borrowers’ investment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the incurrence at the time of designation of any Indebtedness or Liens of such Restricted Subsidiary existing at such time.

Unrestricted Subsidiaries. The Borrower: (a) The Borrower may designate designate, by written notification thereof to the Administrative Agent, any of its Restricted Subsidiaries to be Subsidiary, including a newly formed or newly acquired Subsidiary, as an Unrestricted Subsidiary if that (i) immediately prior, and after immediately giving effect, to such designation, no Default has occurred and is continuing, and (ii) such designation would not cause a Default and if that designation otherwise is consistent with this definition of deemed to be an Investment in an Unrestricted Subsidiary. If a Restricted Subsidiary is designated as in an Unrestricted Subsidiary, amount equal to the Fair Market Value as of all outstanding Investments owned the date of such designation of the Borrower’s direct and indirect ownership interest in such Subsidiary and such Investment would not be prohibited under Section 7.5 at the time of such designation; (b) may designate or redesignate, by written notification thereof to the Administrative Agent, any Unrestricted Subsidiary to be a Restricted Subsidiary if immediately after giving effect to such designation or redesignation, (i) the representations and warranties of the Borrower and its Restricted Subsidiaries contained in each of the Subsidiary properly designated shall be Credit Documents are true and correct in all material respects on and as of such date as if made on and as of such redesignation (or, if stated to have been made expressly as of an earlier date, were true and correct in all material respects as of such date), (ii) no Default has occurred and is continuing, (iii) such designation is deemed to be an Investment made as of the time of the designation and will either reduce the amount available for Restricted Payments under Section 7.5 or be an Investment permitted under Section 7.4, as determined by the Borrower; provided that no designation of in an Unrestricted Subsidiary may and (iv) all Liens, Indebtedness and Investments of such Unrestricted Subsidiary outstanding immediately following such designation or redesignation would, if Incurred or made at such time, have been permitted to be Incurred or made in reliance on Section 7.5(c). Such designation will only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary.for all purposes hereof; and (bc) Any designation of will not permit any Unrestricted Subsidiary (i) to Incur any Indebtedness other than Unrestricted Subsidiary Non-Recourse Debt, except any Guaranty given solely to support a pledge by the Borrower or any Restricted Subsidiary of the Borrower as an Capital Stock of such Unrestricted Subsidiary shall be evidenced by the Borrower’s delivery Subsidiary, which Guaranty is not recourse to the Administrative Agent a certified copy of a resolution of the board of directors Borrower or any Restricted Subsidiary, and except for obligations of the Borrower giving effect to or any Restricted Subsidiary in respect of Indebtedness of such designation Unrestricted Subsidiary that is permitted as both an Incurrence of Indebtedness under Section 7.3 and a certificate of a Responsible Officer certifying that such designation complied with the preceding conditions and was permitted is an Investment not prohibited by Section 7.5, (ii) to guarantee or otherwise directly or indirectly provide credit support for any Indebtedness of the Borrower or any of its Restricted Subsidiaries, except for any pledge of Capital Stock of such Unrestricted Subsidiary to secure Indebtedness of the Borrower or any of its Restricted Subsidiaries and (iii) to hold any Capital Stock in, or any Indebtedness of, the Borrower or any Restricted Subsidiary. If, at any time, any Unrestricted Subsidiary would fail fails to meet the requirements of an Unrestricted SubsidiarySection 7.9(c), it will shall thereafter cease to be an Unrestricted Subsidiary for purposes of this Agreement, hereof and any Indebtedness and Investments of the Subsidiary and any Liens on assets of such Subsidiary will shall be deemed to be incurred Incurred or made by a Restricted Subsidiary of at such time and the Borrower as shall not be deemed to be in default of such date andthis Section 7.9, but if such the Indebtedness is not permitted to be incurred as of such date Incurred under Section 7.17.3, the Investments are prohibited by Section 7.5, or the Lien is not permitted under Section 7.2, the Borrower will shall be in default of Section 7.1 unless such Unrestricted Subsidiary is made to meet such requirementsthe applicable covenant. (c) The Borrower may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of the Borrower; provided that such designation will be deemed to be an incurrence of Indebtedness and Liens by a Restricted Subsidiary of the Borrower of any outstanding Indebtedness and Liens of such Unrestricted Subsidiary, and such designation will only be permitted if (x) such Indebtedness and Liens are permitted under Sections 7.1 and 7.2, (y) the Borrower shall have delivered to the Administrative Agent a Pro Forma Compliance Certificate demonstrating that after giving effect to such designation on a Pro Forma Basis, the Loan Parties would be in compliance with the financial covenants set forth in Article VI recomputed as of the end of the period of the four Fiscal Quarters most recently ended for which the Borrower has delivered financial statements pursuant to Section 5.1(a) or (b); and (z) no Default or Event of Default would be in existence following such designation.

Unrestricted Subsidiaries. (a) The Schedule 6.08 sets forth those Subsidiaries that have been designated as Unrestricted Subsidiaries as of the date hereof, which Subsidiaries do not include any Guarantor or a Borrower. A Borrower may designate any other of its Restricted Subsidiaries (other than a Borrower or a Guarantor) as Unrestricted Subsidiaries from time to be time in compliance with the provisions of this Section 6.08. Such Borrower will not designate any of its Subsidiaries as an Unrestricted Subsidiary if that designation would not cause a Default and if that designation otherwise is consistent with this definition of an Unrestricted Subsidiary. If a Restricted unless at the time such Subsidiary is designated as an Unrestricted Subsidiary, the Fair Market Value of all outstanding Investments owned by the Borrower before and its Restricted Subsidiaries in the Subsidiary properly designated shall be deemed to be an Investment made as of the time of the designation and will either reduce the amount available for Restricted Payments under Section 7.5 or be an Investment permitted under Section 7.4, as determined by the Borrower; provided that no designation of an Unrestricted Subsidiary may be made in reliance on Section 7.5(c). Such designation will only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. (b) Any designation of a Subsidiary of the Borrower as an Unrestricted Subsidiary shall be evidenced by the Borrower’s delivery to the Administrative Agent a certified copy of a resolution of the board of directors of the Borrower giving effect to such designation and a certificate of a Responsible Officer certifying that such designation complied with the preceding conditions and was permitted by Section 7.5. If, at any time, any Unrestricted Subsidiary would fail to meet the requirements of an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of this Agreement, and any Indebtedness of such Subsidiary will be deemed to be incurred by a Restricted Subsidiary of the Borrower as of such date and, if such Indebtedness is not permitted to be incurred as of such date under Section 7.1, the Borrower will be in default of Section 7.1 unless such Unrestricted Subsidiary is made to meet such requirements. (c) The Borrower may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of the Borrower; provided that such designation will be deemed to be an incurrence of Indebtedness and Liens by a Restricted Subsidiary of the Borrower of any outstanding Indebtedness and Liens of such Unrestricted Subsidiary, and such designation will only be permitted if (x) such Indebtedness and Liens are permitted under Sections 7.1 and 7.2, (y) the Borrower shall have delivered to the Administrative Agent a Pro Forma Compliance Certificate demonstrating that after giving effect to such designation on a Pro Forma Basispro forma basis, no Event of Default shall have occurred and be continuing, as certified in an Officers’ Certificate delivered to the Loan Parties would Administrative Agent at the time of such designation. Such Officers’ Certificate also shall state the specific purpose for which such designation is being made. All Subsidiaries of Unrestricted Subsidiaries shall be Unrestricted Subsidiaries. (b) A Borrower may designate or redesignate any Unrestricted Subsidiary as a Restricted Subsidiary from time to time in compliance with the financial covenants set forth in Article VI recomputed provisions of this Section 6.08. Such Borrower will not designate or redesignate any Unrestricted Subsidiary as of a Restricted Subsidiary, unless at the end of the period of the four Fiscal Quarters most recently ended for which the Borrower has delivered financial statements pursuant time such Unrestricted Subsidiary is so designated or redesignated as a Restricted Subsidiary, after giving effect to Section 5.1(a) such designation or (b); and (z) redesignation on a pro forma basis, no Default or Event of Default would shall have occurred and be continuing, as certified in existence following an Officer’s Certificate delivered to the Administrative Agent at the time of such designationdesignation or redesignation.

Unrestricted Subsidiaries. (a) The Borrower may designate at any time designate, by a certificate executed by a Responsible Officer of its the Borrower, any Restricted Subsidiaries to be an Unrestricted Subsidiary if that designation would not cause Subsidiary, including a Default and if that designation otherwise is consistent with this definition of an Unrestricted newly formed or newly acquired Subsidiary. If a Restricted Subsidiary is designated , as an Unrestricted Subsidiary; provided that (x) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing, (y) the Fair Market Value Borrower is in Financial Covenant Compliance immediately after giving effect to such designation as of the most recent Date of Determination and (z) the total assets of all outstanding Investments owned Unrestricted Subsidiaries shall be less than 15% of Consolidated Total Assets immediately after giving effect to such designation. The designation of any Subsidiary as an Unrestricted Subsidiary shall constitute an investment by the Borrower and its Restricted Subsidiaries in or the Subsidiary properly designated shall be deemed to be an Investment made as of the time of the designation and will either reduce the amount available for Restricted Payments under Section 7.5 or be an Investment permitted under Section 7.4, as determined by the Borrower; provided that no designation of an Unrestricted Subsidiary may be made in reliance on Section 7.5(c). Such designation will only be permitted if the Investment would be permitted at that time and if the relevant Restricted Subsidiary otherwise meets (as applicable) therein at the definition date of designation in an Unrestricted Subsidiaryamount equal to the aggregate fair market value of all such Person’s outstanding investment therein. (b) Any designation of a Subsidiary of the Borrower as an Unrestricted Subsidiary shall will be evidenced by the Borrower’s delivery to the Administrative Agent a certified copy of a resolution of by delivering to the board of directors of the Borrower giving effect to such designation and a certificate of a Responsible Officer Administrative Agent an Officers’ Certificate certifying that such designation complied with the preceding conditions and was permitted by Section 7.56.04. If, at any time, any Unrestricted Subsidiary would should fail to meet the preceding requirements of as an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for the purposes of this AgreementAgreement (subject to the Administrative Agent approval, that shall not be unreasonably withheld) and any Indebtedness of such Subsidiary will be deemed to be incurred by a Restricted Subsidiary of the Borrower as of such date and, if such Indebtedness is not permitted to be incurred as of such date under Section 7.16.01, the Borrower will be in default of Section 7.1 unless such Unrestricted Subsidiary is made to meet such requirementscovenant. (c) The Borrower may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of the BorrowerSubsidiary; provided that (i) such designation will be deemed to be an incurrence of Indebtedness and Liens by a Restricted Subsidiary of the Borrower of any outstanding Indebtedness and Liens of such Unrestricted Subsidiary, and such designation will only be permitted if (x) such Indebtedness and Liens are is permitted under Sections 7.1 and 7.2Section 6.01, (y) the Borrower shall have delivered to the Administrative Agent a Pro Forma Compliance Certificate demonstrating that after giving effect to such designation on a Pro Forma Basis, the Loan Parties would be in compliance with the financial covenants set forth in Article VI recomputed as of the end of the period of the four Fiscal Quarters most recently ended for which the Borrower has delivered financial statements pursuant to Section 5.1(a) or (b); and (zii) no Default or Event of Default would be in existence immediately following such designationdesignation and (iii) the Borrower is in Financial Covenant Compliance immediately after giving effect to such designation as of the most recent Date of Determination.

Unrestricted Subsidiaries. (a) The Borrower Board of Directors may designate any of its Restricted Subsidiaries to be Subsidiary (including any newly acquired or newly formed Subsidiary) an Unrestricted Subsidiary if that designation would not cause a Default and if that designation otherwise is consistent with this definition of an Unrestricted Subsidiary. If a so long as: (i) neither Baytex nor any Restricted Subsidiary is designated as an Unrestricted directly or indirectly liable for any Indebtedness of such Subsidiary; (ii) no default with respect to any Indebtedness of such Subsidiary would permit (upon notice, lapse of time or otherwise) any holder of any other Indebtedness of Baytex or any Restricted Subsidiary to declare a default on such other Indebtedness or cause the Fair Market Value of all outstanding Investments owned by the Borrower and its Restricted Subsidiaries in the Subsidiary properly designated shall be deemed payment thereof to be an accelerated or payable prior to its stated Maturity; (iii) any Investment in such Subsidiary made as a result of the time of the designation and will either reduce the amount available for Restricted Payments under Section 7.5 or be an Investment permitted under Section 7.4, as determined by the Borrower; provided that no designation of designating such Subsidiary an Unrestricted Subsidiary may be made in reliance on will not violate the provisions of Section 7.5(c). Such designation will only be permitted if the Investment would be permitted at that time and if the 5.9; (iv) neither Baytex nor any Restricted Subsidiary otherwise meets has a contract, agreement, arrangement, understanding or obligation of any kind, whether written or oral, with such Subsidiary other than those that might be obtained at the definition time from Persons who are not Affiliates of an Unrestricted Baytex; and (v) neither Baytex nor any Restricted Subsidiary has any obligation to subscribe for additional shares of Capital Stock or other equity interest in such Subsidiary, or to maintain or preserve such Subsidiary's financial condition or to cause such Subsidiary to achieve certain levels of operating results. (b) Any designation of a Subsidiary of the Borrower as an Baytex may designate any Unrestricted Subsidiary shall be as a Restricted Subsidiary, provided that: (i) no Default or Event of Default has occurred and is continuing following such designation; (ii) Baytex could incur at least $1.00 of additional Indebtedness (except for Permitted Indebtedness) pursuant to the first paragraph of Section 5.8 (treating any Indebtedness of such Unrestricted Subsidiary as the incurrence of Indebtedness by a Restricted Subsidiary); and (iii) such designation is evidenced by a Board Resolution, which is filed with the Borrower’s delivery to the Administrative Agent a certified copy of a resolution of the board of directors of the Borrower giving effect to such designation and a certificate of a Responsible Officer Indenture Trustee, together with an Officers' Certificate certifying that such designation complied with the preceding conditions and was permitted by Section 7.5. If, at any time, any Unrestricted Subsidiary would fail to meet the requirements of an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes provisions of this Agreement, and any Indebtedness of such Subsidiary will be deemed to be incurred by a Restricted Subsidiary of the Borrower as of such date and, if such Indebtedness is not permitted to be incurred as of such date under Section 7.1, the Borrower will be in default of Section 7.1 unless such Unrestricted Subsidiary is made to meet such requirements. (c) The Borrower may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of the Borrower; provided that such designation will be deemed to be an incurrence of Indebtedness and Liens by a Restricted Subsidiary of the Borrower of any outstanding Indebtedness and Liens of such Unrestricted Subsidiary, and such designation will only be permitted if (x) such Indebtedness and Liens are permitted under Sections 7.1 and 7.2, (y) the Borrower shall have delivered to the Administrative Agent a Pro Forma Compliance Certificate demonstrating that after giving effect to such designation on a Pro Forma Basis, the Loan Parties would be in compliance with the financial covenants set forth in Article VI recomputed as of the end of the period of the four Fiscal Quarters most recently ended for which the Borrower has delivered financial statements pursuant to Section 5.1(a) or subsection (b); and (z) no Default or Event of Default would be in existence following such designation.

Unrestricted Subsidiaries. (a) The Borrower may designate For any period for which the Unrestricted Subsidiaries, taken together, are reasonably anticipated to have had revenues or total assets in an amount that is equal to or greater than 5.0% of its Restricted Subsidiaries to be an Unrestricted Subsidiary if that designation would not cause a Default and if that designation otherwise is consistent with this definition the consolidated revenues or total assets, as applicable, of an Unrestricted Subsidiary. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the Fair Market Value of all outstanding Investments owned by the Borrower and its Restricted Subsidiaries, simultaneously with the delivery of each set of consolidated financial statements referred to in Sections 9.1(a) and 9.1(b) above, the related consolidating financial statements reflecting the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) (which may be in the Subsidiary properly designated footnote form only) from such consolidated financial statements. Documents required to be delivered pursuant to Sections 9.1(a), 9.1(b) and 9.1(g)(i) may be delivered electronically and if so delivered, shall be deemed to be an Investment made as of have been delivered on the time of the designation and will either reduce the amount available for Restricted Payments under Section 7.5 or be an Investment permitted under Section 7.4, as determined by the Borrower; provided that no designation of an Unrestricted Subsidiary may be made in reliance date (i) on Section 7.5(c). Such designation will only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. (b) Any designation of a Subsidiary of which the Borrower as an Unrestricted Subsidiary shall be evidenced by posts such documents, or provides a link thereto on the Borrower’s delivery website on the Internet at the website address listed in Schedule 13.2; or (ii) on which such documents are transmitted by electronic mail to the Administrative Agent; provided that: (A) upon written request by the Administrative Agent, the Borrower shall deliver paper copies of such documents to the Administrative Agent for further distribution to each Lender until a certified copy of a resolution of written request to cease delivering paper copies is given by the board of directors of the Borrower giving effect to such designation Administrative Agent and a certificate of a Responsible Officer certifying that such designation complied with the preceding conditions and was permitted by Section 7.5. If, at any time, any Unrestricted Subsidiary would fail to meet the requirements of an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of this Agreement, and any Indebtedness of such Subsidiary will be deemed to be incurred by a Restricted Subsidiary of the Borrower as of such date and, if such Indebtedness is not permitted to be incurred as of such date under Section 7.1, the Borrower will be in default of Section 7.1 unless such Unrestricted Subsidiary is made to meet such requirements. (c) The Borrower may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of the Borrower; provided that such designation will be deemed to be an incurrence of Indebtedness and Liens by a Restricted Subsidiary of the Borrower of any outstanding Indebtedness and Liens of such Unrestricted Subsidiary, and such designation will only be permitted if (x) such Indebtedness and Liens are permitted under Sections 7.1 and 7.2, (yB) the Borrower shall have delivered notify (which may be by facsimile or electronic mail) the Administrative Agent of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Each Lender shall be solely responsible for timely accessing posted documents or requesting delivery of paper copies of such documents from the Administrative Agent and maintaining its copies of such documents. The Borrower hereby acknowledges that (a) the Administrative Agent and/or the Joint Lead Arrangers will make available to the Lenders and the Letter of Credit Issuers materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on Debt Domain, IntraLinks, Syndtrak or another similar electronic system (the “Platform”) and (b) certain of the Lenders may be “public-side” Lenders (i.e., Lenders that wish to receive only information that (i) is publicly available or (ii) is not material with respect to Borrower and its Subsidiaries or its or their respective securities for purposes of United States federal and state securities laws (collectively, the “Public Side Information”) and who may be engaged in investment and other market related activities with respect to the Borrower, its Subsidiaries or its or their respective securities (each, a Pro Forma Compliance Certificate demonstrating “Public Lender”). Before distribution of any Borrower Materials to Lenders, the Borrower agrees to identify that after giving effect portion of the Borrower Materials that may be distributed to the Public Lenders as “Public Side Information,” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof (it being understood that if the Borrower is unable to reasonably determine if any such designation information is or is not Public Side Information the Borrower shall not be obligated to mark such information as “PUBLIC”). By marking Borrower Materials as “PUBLIC,” the Borrower shall be deemed to have authorized the Administrative Agent, the Joint Lead Arrangers, the Letter of Credit Issuers and the Lenders to treat such Borrower Materials as containing only Public Side Information. All Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information.” The Administrative Agent and the Joint Lead Arrangers shall treat the Borrower Materials that are not marked “PUBLIC” as being suitable only for posting, and shall only post such Borrower Materials, on a Pro Forma Basis, the Loan Parties would be in compliance with the financial covenants set forth in Article VI recomputed as portion of the end of the period of the four Fiscal Quarters most recently ended for which the Borrower has delivered financial statements pursuant to Section 5.1(a) or (b); and (z) no Default or Event of Default would be in existence following such designationPlatform not designated “Public Side Information”.

Unrestricted Subsidiaries. (a) The Borrower may designate any of its Restricted Subsidiaries to be an Unrestricted Subsidiary if that designation would not cause a Default and if that designation otherwise is consistent with this definition of an Unrestricted Subsidiary. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the Fair Market Value of all outstanding Investments owned by the Borrower and its Restricted Subsidiaries in the Subsidiary properly designated shall be deemed to be an Investment made as of the time of the designation and will either reduce the amount available for Restricted Payments under Section 7.5 or be an Investment permitted under Section 7.4, as determined by the Borrower; provided that no designation of an Unrestricted Subsidiary may be made in reliance on Section 7.5(c). Such designation will only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. (b) Any designation of a Subsidiary of the Borrower as an Unrestricted Subsidiary shall be evidenced by the Borrower’s delivery to the Administrative Agent a certified copy of a resolution of the board of directors (or similar governing body) of the Borrower giving effect to such designation and a certificate of a Responsible Officer certifying that such designation complied with the preceding conditions and was permitted by Section 7.5. If, at any time, any Unrestricted Subsidiary would fail to meet the requirements of an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of this Agreement, and any Indebtedness of such Subsidiary will be deemed to be incurred by a Restricted Subsidiary of the Borrower as of such date and, if such Indebtedness is not permitted to be incurred as of such date under Section 7.1, the Borrower will be in default of Section 7.1 unless such Unrestricted Subsidiary is made to meet such requirements. (c) The Borrower may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of Borrower acquired or formed after the Borrower; provided that such designation will be deemed to be Effective Date as an incurrence of Indebtedness and Liens by Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary of the Borrower of any outstanding Indebtedness and Liens of such Unrestricted Subsidiary; provided, and such designation will only be permitted if (x) such Indebtedness and Liens are permitted under Sections 7.1 and 7.2that, (yi) the Borrower shall have delivered to the Administrative Agent a Pro Forma Compliance Certificate demonstrating that immediately before and after giving effect to such designation on a Pro Forma Basisdesignation, the Loan Parties would be in compliance with the financial covenants set forth in Article VI recomputed as of the end of the period of the four Fiscal Quarters most recently ended for which the Borrower has delivered financial statements pursuant to Section 5.1(a) or (b); and (z) no Default or Event of Default shall have occurred and be continuing or would result therefrom, (ii) immediately after giving effect to such designation, the Credit Parties shall be in existence following compliance on a pro forma basis with the covenants set forth in Article VII, recomputed for the most recent Fiscal Quarter for which financial statements have been delivered (or are required to have been delivered), (iii) no Subsidiary may be designated as an Unrestricted Subsidiary if it was previously an unrestricted Subsidiary and has been redesignated as a Restricted Subsidiary, (iv) no Subsidiary may be designated as an Unrestricted Subsidiary to the extent that after giving effect thereto, all Unrestricted Subsidiaries would have total assets (including Stock in other Subsidiaries and excluding investments that are eliminated in consolidation) equal to or greater than 2.50% of Consolidated Total Assets, (v) Borrower shall deliver to Agent at least three Business Days prior to such designationdesignation a certificate of a Responsible Officer of Borrower, together with all relevant financial information reasonably requested by Agent, demonstrating compliance with the foregoing clauses (i) through (iv) of this Section 5.16 and, if applicable, certifying that such Subsidiary meets the requirements of an “Unrestricted Subsidiary” and (vi) at least ten days prior to the designation of any Unrestricted Subsidiary as a Restricted Subsidiary, the Lenders shall have received all documentation and other information required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the USA Patriot Act, with respect to such Subsidiary. The designation of any Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Credit Parties therein at the date of designation in an amount equal to the fair market value of the applicable Credit Parties’ Investment in such Subsidiary; provided that upon a designation of such Unrestricted Subsidiary as a Restricted Subsidiary (including by means of a transfer of assets of an Unrestricted Subsidiary to a Restricted Subsidiary or a combination of an Unrestricted Subsidiary with a Restricted Subsidiary in which the Restricted Subsidiary survives), the Credit Parties shall be deemed to continue to have a permanent Investment in an Unrestricted Subsidiary in an amount (if positive) equal to (i) the lesser of (A) the fair market value of the Investments of the Credit Parties and their Restricted Subsidiaries in such Unrestricted Subsidiary at the time of such redesignation, combination or transfer (or of the assets transferred or conveyed, as applicable) and (B) the fair market value of Investments of the Credit Parties and their Restricted Subsidiaries made in connection with the designation of such Restricted Subsidiary as an Unrestricted Subsidiary minus (ii) the portion (proportionate to the Credit Parties’ and their Subsidiaries’ Stock in such resulting Restricted Subsidiary) of the fair market value of the net assets of such Restricted Subsidiary at the time of such redesignation, combination or transfer (or of the assets transferred or conveyed, as applicable). The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the incurrence or making, as applicable, at the time of designation of any Investments, Indebtedness or Liens of such Subsidiary existing at such time.

Unrestricted Subsidiaries. After the Closing Date, the Borrower shall have the right to designate any Subsidiary from time to time as an “Unrestricted Subsidiary” for purposes of this Agreement, by giving written notice thereof to the Administrative Agent so long as no Default or Event of Default has occurred and is continuing or, after giving pro forma effect thereto, would result therefrom (a) including, without limitation, under Section 7.04 and Section 7.07). The Borrower may designate redesignate any Unrestricted Subsidiary as a Restricted Subsidiary so long as no Default or Event of its Restricted Subsidiaries to be Default has occurred and is continuing or would result therefrom. The designation of any Subsidiary as an Unrestricted Subsidiary if that subsequent to the date of this Agreement shall constitute an Investment by the Borrower and the other Restricted Subsidiaries therein at the date of designation would not cause a Default and if that designation otherwise is consistent with this definition in an amount equal to the fair market value of an Unrestricted the Borrower’s or Restricted Subsidiary’s Investment in such Subsidiary. If Upon a Restricted redesignation of any Unrestricted Subsidiary is that was designated as an Unrestricted Subsidiary after the Closing Date as a Restricted Subsidiary, the Fair Market Value Borrower and its Restricted Subsidiaries shall be deemed to continue to have an Investment in the Equity Interests of all outstanding an Unrestricted Subsidiary in an amount (if positive) equal to (i) the lesser of (A) the fair market value of the Investments owned by of the Borrower and its Restricted Subsidiaries in the such Subsidiary properly designated shall be deemed to be an Investment made as of at the time of such redesignation and (B) the designation and will either reduce the amount available for Restricted Payments under Section 7.5 or be an Investment permitted under Section 7.4, as determined by the Borrower; provided that no designation fair market value of an Unrestricted Subsidiary may be made in reliance on Section 7.5(c). Such designation will only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. (b) Any designation of a Subsidiary Investments of the Borrower as an Unrestricted Subsidiary shall be evidenced by the Borrower’s delivery to the Administrative Agent a certified copy of a resolution of the board of directors of the Borrower giving effect to such designation and a certificate of a Responsible Officer certifying that such designation complied its Restricted Subsidiaries made in connection with the preceding conditions and was permitted by Section 7.5. If, at any time, any Unrestricted designation of such Subsidiary would fail to meet the requirements of as an Unrestricted Subsidiary, it will thereafter cease minus (ii) the portion (proportionate to be an Unrestricted Subsidiary for purposes the Borrower’s and its Restricted Subsidiaries’ Equity Interests in such Subsidiary) of this Agreement, and any Indebtedness the fair market value of the Net Worth of such Subsidiary will be deemed to be incurred by at the time of such redesignation. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the incurrence or making, as applicable, at the time of the Borrower as of such date and, if such Indebtedness is not permitted to be incurred as of such date under Section 7.1, the Borrower will be in default of Section 7.1 unless such Unrestricted Subsidiary is made to meet such requirements. (c) The Borrower may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of the Borrower; provided that such designation will be deemed to be an incurrence of Indebtedness and Liens by a Restricted Subsidiary of the Borrower of any outstanding Indebtedness and Investments, Debt or Liens of such Unrestricted Subsidiary, and Subsidiary existing at such designation will only be permitted if (x) such Indebtedness and Liens are permitted under Sections 7.1 and 7.2, (y) the Borrower shall have delivered to the Administrative Agent a Pro Forma Compliance Certificate demonstrating that after giving effect to such designation on a Pro Forma Basis, the Loan Parties would be in compliance with the financial covenants set forth in Article VI recomputed as of the end of the period of the four Fiscal Quarters most recently ended for which the Borrower has delivered financial statements pursuant to Section 5.1(a) or (b); and (z) no Default or Event of Default would be in existence following such designationtime.

Unrestricted Subsidiaries. (a) The Borrower may designate any So long as no Default or Event of its Restricted Subsidiaries to be an Unrestricted Subsidiary if that designation would not cause a Default has occurred and if that designation otherwise is consistent with this definition of an Unrestricted Subsidiary. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the Fair Market Value of all outstanding Investments owned by the Borrower and its Restricted Subsidiaries in the Subsidiary properly designated shall be deemed to be an Investment made as of the time of the designation and will either reduce the amount available for Restricted Payments under Section 7.5 or be an Investment permitted under Section 7.4, as determined by the Borrower; provided that no designation of an Unrestricted Subsidiary may be made in reliance on Section 7.5(c). Such designation will only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. (b) Any designation of a Subsidiary of the Borrower as an Unrestricted Subsidiary shall be evidenced by the Borrower’s delivery to the Administrative Agent a certified copy of a resolution of the board of directors of the Borrower giving effect to such designation and a certificate of a Responsible Officer certifying that such designation complied with the preceding conditions and was permitted by Section 7.5. If, at any time, any Unrestricted Subsidiary would fail to meet the requirements of an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of this Agreementcontinuing, and any Indebtedness of such Subsidiary will be deemed to be incurred by a Restricted Subsidiary of the Borrower as of such date and, if such Indebtedness is not permitted to be incurred as of such date under Section 7.1, the Borrower will be in default of Section 7.1 unless such Unrestricted Subsidiary is made to meet such requirements. (c) The Borrower may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of the Borrower; provided that such designation will be deemed to be an incurrence of Indebtedness and Liens by a Restricted Subsidiary of the Borrower of any outstanding Indebtedness and Liens of such Unrestricted Subsidiary, and such designation will only be permitted if (x) such Indebtedness and Liens are permitted under Sections 7.1 and 7.2, (y) the Borrower shall have delivered to the Administrative Agent a Pro Forma Compliance Certificate demonstrating that after giving effect to such designation on a Pro Forma Basispro forma basis, the Loan Parties would be in compliance with the financial covenants set forth in Article VI recomputed as of the end of the period of the four Fiscal Quarters most recently ended for which the Borrower has delivered financial statements pursuant to Section 5.1(a) or (b); and (z) no Default or Event of Default would result therefrom, the Borrower or any wholly-owned Subsidiary of the Borrower may designate one or more Subsidiaries as unrestricted Subsidiaries (each such Subsidiary, and each of its Subsidiaries, an “Unrestricted Subsidiary”), which Unrestricted Subsidiaries shall be subject to the following: (a) No Unrestricted Subsidiary shall be deemed to be a “Restricted Person” or a “Subsidiary” of the Borrower for purposes of this Agreement or any other Loan Document, and no Unrestricted Subsidiary shall be subject to or included within the scope of any provision herein or in any other Loan Document, including without limitation any representation, warranty, covenant or Event of Default herein or in any other Loan Document, except as set forth in this Section 7.12. (b) No Restricted Person shall guarantee or otherwise become liable in respect of any Indebtedness of, grant any Lien on any of its property (other than its Equity Interests in an Unrestricted Subsidiary) to secure any Indebtedness of or other obligation of, or provide any other form of credit support to, any Unrestricted Subsidiary, and no Restricted Person shall enter into any contract or agreement with any Unrestricted Subsidiary, except on terms no less favorable to such Restricted Person, as applicable, than could be obtained in a comparable arm’s length transaction with a non-Affiliate of such Restricted Person; provided, Restricted Persons may guarantee trade accounts payable of Unrestricted Subsidiaries that arise in the ordinary course of business in an amount not to exceed five percent (5%) of Consolidated Tangible Net Worth. (c) Borrowers shall at all times maintain, as between Restricted Persons and Unrestricted Subsidiaries, the separate existence following of each Unrestricted Subsidiary. (d) Restricted Persons shall notify each Lender Party, not later than five (5) Business Days after any executive officer of Restricted Persons has knowledge of, any claim, including any claim under any Environmental Law, or any notice of potential liability under any Environmental Law, asserted against any Unrestricted Subsidiary or with respect to any Unrestricted Subsidiary’s properties that would reasonably be expected to result in a Material Adverse Effect, stating that such designationnotice is being given pursuant to this Section 7.12. Borrower may designate any Unrestricted Subsidiary to become a Restricted Person if a Default or Event of Default is not continuing, such designation would not, immediately after giving effect thereto, result in a Default or an Event of Default, and immediately thereafter such Subsidiary has no outstanding Indebtedness. Immediately thereafter, Borrower shall promptly notify Administrative Agent of such designation and provide to it an officer’s certificate that such designation was made in compliance with this Section 7.12.

Unrestricted Subsidiaries. (a) The Borrower may designate any of its Restricted Subsidiaries to be an Unrestricted Subsidiary if that designation would not cause a Default and if that designation otherwise is consistent with this definition of an Unrestricted Subsidiary. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the Fair Market Value of all outstanding Investments owned by the Borrower and its Restricted Subsidiaries in the Subsidiary properly designated shall be deemed to be an Investment made as of the time of the designation and will either reduce the amount available for Restricted Payments under Section 7.5 or be an Investment permitted under Section 7.4, as determined by the Borrower; provided that no designation of an Unrestricted Subsidiary may be made in reliance on Section 7.5(c). Such designation will only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. (b) Any designation of a Subsidiary of the Borrower as an Unrestricted Subsidiary shall be evidenced by the Borrower’s delivery to the Administrative Agent a certified copy of a resolution of the board of directors of the Borrower giving effect to such designation and a certificate of a Responsible Officer certifying that such designation complied with the preceding conditions and was permitted by Section 7.5. If, at any time, any Unrestricted Subsidiary would fail to meet the requirements of an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of this Agreement, and any Indebtedness of such Subsidiary will be deemed to be incurred by a Restricted Subsidiary of the Borrower as of such date and, if such Indebtedness is not permitted to be incurred as of such date under Section 7.1, the Borrower will be in default of Section 7.1 unless such Unrestricted Subsidiary is made to meet such requirements. (c) The Borrower may at any time designate any Restricted Subsidiary as an Unrestricted Subsidiary to or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation, no Default shall have occurred and be continuing, (ii) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary or if any of its Subsidiaries is a Restricted Subsidiary of the Borrower; provided that (unless such designation will be deemed to be an incurrence of Indebtedness and Liens by a Restricted Subsidiary of the Borrower of any outstanding Indebtedness and Liens of such Subsidiaries are being designated as Unrestricted Subsidiary, and such designation will only be permitted if (x) such Indebtedness and Liens are permitted under Sections 7.1 and 7.2Subsidiaries simultaneously therewith), (yiii) the Borrower shall have delivered to the Administrative Agent a Pro Forma Compliance Certificate demonstrating that immediately after giving effect to such designation (A) the Borrower and the Restricted Subsidiaries shall be in compliance, on a Pro Forma Basishistorical pro forma basis, the Loan Parties would be in compliance with the financial covenants set forth in Article VI recomputed as Sections 8.02 and 8.12, (B) the aggregate amount of revenues of the end Unrestricted Subsidiaries shall not exceed 10% of the period aggregate amount of revenues of the four Fiscal Quarters most recently ended Borrower and its Subsidiaries on a consolidated basis, (C) the consolidated EBITDA (measured on the same basis as “Consolidated EBITDA” provided herein, but for which the Unrestricted Subsidiaries only) of the Unrestricted Subsidiaries shall not exceed 10% of the Consolidated EBITDA (measured as if all Subsidiaries were Restricted Subsidiaries for this purpose) of the Borrower has delivered financial statements pursuant and its Subsidiaries on a consolidated basis, and (D) the aggregate amount of total assets of the Unrestricted Subsidiaries shall not exceed 10% of the total assets of the Borrower and its Subsidiaries, and (iv) prior to the effectiveness of any such designation, the Borrower shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating compliance with the preceding subsections (iii)(A) through (iii)(D). The designation of any Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Borrower therein at the date of designation in an amount equal to the sum of (i) the Borrower’s direct or indirect equity ownership percentage of the net worth of such designated Restricted Subsidiary immediately prior to such designation (such net worth to be calculated without regard to any guarantee provided by such designated Restricted Subsidiary) and (ii) without duplication, the aggregate principal amount of all Indebtedness owed by such designated Unrestricted Subsidiary and its Subsidiaries (to the extent such Subsidiaries are not previously Unrestricted Subsidiaries) to the Borrower or any Restricted Subsidiary immediately prior to such designation, all calculated, except as set forth in the parenthetical to clause (i), on a consolidated basis in accordance with GAAP (and such designation shall only be permitted to the extent such Investment is permitted under Section 5.1(a) or 8.03). (b); ) If at any time: (i) an Unrestricted Subsidiary becomes a guarantor of the Subordinated Notes or of any other Indebtedness of the Borrower or any Restricted Subsidiary, then the Borrower shall provide prompt notice thereof to the Administrative Agent, and in any case within 10 days of such occurrence, and such Subsidiary shall automatically become a Restricted Subsidiary and shall become a Guarantor in compliance with, and otherwise satisfy the provisions of, Section 7.12, or (ii) any of the following occurs: (x) the aggregate amount of revenues of the Unrestricted Subsidiaries exceeds 10% of the aggregate amount of revenues of the Borrower and its Subsidiaries on a consolidated basis, (y) the consolidated EBITDA (measured on the same basis as “Consolidated EBITDA” provided herein, but for the Unrestricted Subsidiaries only) of the Unrestricted Subsidiaries exceeds 10% of the Consolidated EBITDA (measured as if all Subsidiaries were Restricted Subsidiaries for this purpose) of the Borrower and its Subsidiaries on a consolidated basis, or (z) no Default the aggregate amount of total assets of the Unrestricted Subsidiaries exceeds 10% of the total assets of the Borrower and its Subsidiaries, then in any such case the Borrower will promptly, and in any event within 10 days thereafter, designate one or Event of Default would be in existence following more Unrestricted Subsidiaries a Restricted Subsidiaries so that, after such designation, none of the tests in subsections (i), (ii) and (iii) is then violated. (c) If at any time a Restricted Subsidiary is designated as an Unrestricted Subsidiary in compliance with this Agreement, the Administrative Agent shall be authorized to, and shall at the request of the Borrower, release such Unrestricted Subsidiary from any Loan Document to which it is a party, and release the Equity Interests of such Unrestricted Subsidiary from the pledge thereof pursuant to the Pledge Agreement. (d) If at any time any Unrestricted Subsidiary is designated or becomes a Restricted Subsidiary pursuant to the terms of this Agreement, such Restricted Subsidiary shall, to the extent required thereby, comply with the provisions of Section 7.12 within the time required therein.

Unrestricted Subsidiaries. (a) The Parent Borrower may designate any Subsidiary of its Restricted Subsidiaries the Parent Borrower (other than a Borrower or any direct or indirect parent of a Borrower) that at the time of determination shall be designated by the Board of Directors of the Parent Borrower in the manner provided, and subject to the restrictions set forth in, clause (b) below. (b) The Board of Directors of the Parent Borrower may designate any Subsidiary of the Parent Borrower (including any existing Subsidiary and any newly acquired or newly formed Subsidiary of the Parent Borrower, but excluding any Borrower or any direct or indirect parent of a Borrower) to be an Unrestricted Subsidiary if Subsidiary; provided, that immediately after giving effect to such designation, no Event of Default shall have occurred and be continuing as a result of such designation. The designation would not cause a Default and if that designation otherwise is consistent with this definition of an Unrestricted Subsidiary. If a any Restricted Subsidiary is designated as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the Parent Borrower (or its applicable Restricted Subsidiary, ) therein at the date of designation in an amount equal to the Fair Market Value of all outstanding Investments owned by the Borrower and its Restricted Subsidiaries in the Subsidiary properly designated shall be deemed to be an Investment made as of the time of the designation and will either reduce the amount available for Restricted Payments under Section 7.5 or be an Investment permitted under Section 7.4, as determined by the Borrower; provided that no designation of an Unrestricted Subsidiary may be made in reliance on Section 7.5(c). Such designation will only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. (b) Any designation of a Subsidiary of the Borrower as an Unrestricted Subsidiary shall be evidenced by the Parent Borrower’s delivery to or the Administrative Agent a certified copy of a resolution of the board of directors of the Borrower giving effect to such designation and a certificate of a Responsible Officer certifying that such designation complied with the preceding conditions and was permitted by Section 7.5. If, at any time, any Unrestricted Subsidiary would fail to meet the requirements of an Unrestricted applicable Restricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of this Agreement, and any Indebtedness of such Subsidiary will be deemed to be incurred by a Restricted Subsidiary of the Borrower as of such date and, if such Indebtedness is not permitted to be incurred as of such date under Section 7.1, the Borrower will be in default of Section 7.1 unless such Unrestricted Subsidiary is made to meet such requirements’s investment therein. (c) The Board of Directors of the Parent Borrower may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary (a “Subsidiary Redesignation”). Any Indebtedness of such Subsidiary and any Liens encumbering its assets at the time of such designation shall be deemed newly incurred or established, as applicable, at such time the Fair Market Value of the Parent Borrower’s or such Restricted Subsidiaries’ investment therein at the time of redesignation shall constitute a return on any investment therein. For the avoidance of doubt, the no Borrower may be designated as an Unrestricted Subsidiary at any time; provided, however, that any Co-Borrower that has ceased to be a Co-Borrower pursuant to Section 11.03 prior to the effectiveness of such designation may be designated as an Unrestricted Subsidiary (provided that such designation will is otherwise permitted hereunder). Notwithstanding the foregoing, (i) no ownership of intellectual property may be deemed transferred to be (including by way of an incurrence of Indebtedness and Liens exclusive license) an Unrestricted Subsidiary by a Restricted Subsidiary any Borrower Party to the extent such intellectual property is material to the business of the Borrower of any outstanding Indebtedness and Liens of such Unrestricted Subsidiary, and such designation will only be permitted if Parties (xtaken as a whole) such Indebtedness and Liens are permitted under Sections 7.1 and 7.2, (y) the Borrower shall have delivered to the Administrative Agent a Pro Forma Compliance Certificate demonstrating that after giving effect to such designation on a Pro Forma Basistransfer (or exclusive license) (such intellectual property, the Loan Parties would be in compliance with the financial covenants set forth in Article VI recomputed as of the end of the period of the four Fiscal Quarters most recently ended for which the Borrower has delivered financial statements pursuant to Section 5.1(a“Material IP”) or (b); and (zii) no Default or Event Restricted Subsidiary may be designated an Unrestricted Subsidiary if, on the date of Default would be in existence following and after giving effect to such designation, such Unrestricted Subsidiary would own (or hold an exclusive license with respect to) any Material IP; provided that the foregoing shall not restrict any Borrower Party from entering into an non-exclusive license of Material IP in the ordinary course of business.

Unrestricted Subsidiaries. (a) The Borrower may designate at any time designate, by a certificate executed by a Responsible Officer of its the Borrower, (i) any Restricted Subsidiaries to be Subsidiary (other than (1) any Person that is a Subsidiary as of the Closing Date or (2) the Southampton Subsidiary) as an Unrestricted Subsidiary if and (ii) any Unrestricted Subsidiary as a Restricted Subsidiary; provided that designation would not cause a (w) immediately before and after such designation, no Default or Event of Default shall have occurred and if that designation otherwise be continuing, (x) the Borrower is consistent in Financial Covenant Compliance immediately after giving effect to such designation, (y) none of the Wood Pellet Production Facilities of the Borrower or any Restricted Subsidiary on the Closing Date or any Wood Pellet Production Facility acquired after the Closing Date with this definition the proceeds of funds on deposit in or credited to the Escrow Account may be transferred to or owned by any Unrestricted Subsidiary and (z) no Material Contracts may be assigned to an Unrestricted Subsidiary. If The designation of any Restricted Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Borrower or the relevant Restricted Subsidiary (as applicable) therein at the date of designation in an amount equal to the aggregate fair market value of all such Person’s outstanding investment therein, and such designation will only be permitted if such Investment is permitted under Section 6.04. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the Fair Market Value of all outstanding Investments owned by the Borrower and its Restricted Subsidiaries in the Subsidiary properly designated shall be deemed to be an Investment made as incurrence of the time Indebtedness, Liens and Investments by a Restricted Subsidiary of the designation any outstanding Indebtedness, Liens and will either reduce the amount available for Restricted Payments under Section 7.5 or be an Investment permitted under Section 7.4, as determined by the Borrower; provided that no designation Investments of an such Unrestricted Subsidiary may be made in reliance on Section 7.5(c). Such at the date of designation, and such designation will only be permitted if the Investment would be such Indebtedness is permitted at that time under Section 6.01, such Liens are permitted under Section 6.02 and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiarysuch Investments are permitted by Section 6.04. (b) Any designation of a Subsidiary of the Borrower as an Unrestricted Subsidiary shall will be evidenced to the Administrative Agent by the Borrower’s delivery delivering to the Administrative Agent a certified copy of certificate executed by a resolution of the board of directors Responsible Officer of the Borrower giving effect to such designation and a certificate of a Responsible Officer certifying that such designation complied with the preceding applicable conditions and was permitted by set forth in Section 7.5. 5.14(a). (c) If, at any time, any Unrestricted Subsidiary would should fail to meet the preceding requirements of as an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for the purposes of this Agreement, Agreement and any Indebtedness Indebtedness, Liens and Investments of such Subsidiary will be deemed to be incurred by a Restricted Subsidiary of the Borrower as of such date and, if such Indebtedness is Indebtedness, Liens and Investments are not permitted to be incurred as of such date under Section 7.16.01, Section 6.02 or Section 6.04, as applicable, the Borrower will be in default of Section 7.1 unless such Unrestricted Subsidiary is made to meet such requirementscovenants. (c) The Borrower may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of the Borrower; provided that such designation will be deemed to be an incurrence of Indebtedness and Liens by a Restricted Subsidiary of the Borrower of any outstanding Indebtedness and Liens of such Unrestricted Subsidiary, and such designation will only be permitted if (x) such Indebtedness and Liens are permitted under Sections 7.1 and 7.2, (y) the Borrower shall have delivered to the Administrative Agent a Pro Forma Compliance Certificate demonstrating that after giving effect to such designation on a Pro Forma Basis, the Loan Parties would be in compliance with the financial covenants set forth in Article VI recomputed as of the end of the period of the four Fiscal Quarters most recently ended for which the Borrower has delivered financial statements pursuant to Section 5.1(a) or (b); and (z) no Default or Event of Default would be in existence following such designation.

Unrestricted Subsidiaries. (a) The Borrower may designate any of its Restricted Subsidiaries to be Subsidiary as an Unrestricted Subsidiary if that designation would not cause a Default and if that designation otherwise is consistent with this definition of an and, subject to Section 8.18(c), any Unrestricted Subsidiary. If Subsidiary as a Restricted Subsidiary is designated upon delivery to the Administrative Agent of written notice from the Borrower; provided that immediately before and after such designation, (i) no Default or Event of Default shall have occurred and be continuing, (ii) immediately after giving effect to such designation, the Borrower shall be in pro forma compliance with the Financial Performance Covenants (iii) no Borrowing Base Deficiency not otherwise cured shall be existing or result therefrom and (iv) the representations and warranties of the Borrower and the Guarantors set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (unless already qualified by materiality in which case such applicable representation and warranty shall be true and correct) on and as of the date of such designation, except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of such designation, such representations and warranties shall continue to be true and correct in all material respects (unless already qualified by materiality in which case such applicable representation and warranty shall be true and correct) as of such specified earlier date. (b) The designation of any Restricted Subsidiary as an Unrestricted SubsidiarySubsidiary and any Disposition of Property to an Unrestricted Subsidiary shall constitute (i) an Investment under Section 9.05 as of the date of designation or Disposition, as applicable, in an amount equal to the Fair Market Value of all outstanding Investments owned by the Borrower Borrower’s investment therein and its Restricted Subsidiaries in (ii) a Disposition as of the Subsidiary properly designated date of designation or Disposition, including (A) for purposes of the provisions of Section 2.08 and (B) for purposes of EBITDAX where such Disposition shall be deemed to be an Investment made a Material Disposition. (c) The Borrower may designate any Unrestricted Subsidiary as a Restricted Subsidiary once upon delivery of written notice to the Administrative Agent; provided that such designation (i) shall constitute the incurrence at the time of the 116 131323342 designation of any Indebtedness and will either reduce the amount available for Restricted Payments Liens of such Subsidiary existing at such time, (ii) shall constitute a reduction in any Investment under Section 7.5 or be an 9.05 to the extent that such Investment permitted under Section 7.4, as determined by the Borrower; provided that no designation of was attributable to such Restricted Subsidiary being an Unrestricted Subsidiary may at the date of designation in an amount equal to the Fair Market Value of the Borrower’s investment therein, it being understood that any incurrence of Indebtedness and Liens in connection herewith shall require compliance with Section 9.02 and Section 9.03, as applicable and (iii) shall require the Borrower to be made in reliance on Section 7.5(c). Such compliance with the Financial Performance Covenants immediately before such designation will only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiaryin pro forma compliance immediately after such designation. (bd) Any designation of a Restricted Subsidiary of the Borrower as an Unrestricted Subsidiary, any designation of a Unrestricted Subsidiary shall be evidenced by as a Restricted Subsidiary and any Disposition to an Unrestricted Subsidiary will require the Borrower’s delivery Borrower to provide the Administrative Agent a certified copy of certificate signed by a resolution of the board of directors Responsible Officer of the Borrower giving effect to such designation and a certificate of a Responsible Officer certifying that such designation complied with the preceding conditions and was permitted by in Section 7.5. If, at any time, any Unrestricted Subsidiary would fail to meet the requirements of an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of this Agreement, and any Indebtedness of such Subsidiary will be deemed to be incurred by a Restricted Subsidiary of the Borrower as of such date and, if such Indebtedness is not permitted to be incurred as of such date under Section 7.1, the Borrower will be in default of Section 7.1 unless such Unrestricted Subsidiary is made to meet such requirements. (c) The Borrower may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of the Borrower; provided that such designation will be deemed to be an incurrence of Indebtedness and Liens by a Restricted Subsidiary of the Borrower of any outstanding Indebtedness and Liens of such Unrestricted Subsidiary, and such designation will only be permitted if (x) such Indebtedness and Liens are permitted under Sections 7.1 and 7.2, (y) the Borrower shall have delivered to the Administrative Agent a Pro Forma Compliance Certificate demonstrating that after giving effect to such designation on a Pro Forma Basis, the Loan Parties would be in compliance with the financial covenants set forth in Article VI recomputed as of the end of the period of the four Fiscal Quarters most recently ended for which the Borrower has delivered financial statements pursuant to Section 5.1(a8.18(b) or (bSection 8.18(c); and (z) no Default or Event of Default would be in existence following such designation, as applicable.

Unrestricted Subsidiaries. (a) The Borrower may designate any of its Restricted Subsidiaries to be Subsidiary as an Unrestricted Subsidiary if that designation would not cause a Default and if that designation otherwise is consistent with this definition of an and, subject to Section 8.18(c), any Unrestricted Subsidiary. If Subsidiary as a Restricted Subsidiary is designated upon delivery to the Administrative Agent of written notice from the Borrower; provided that immediately before and after such designation, (i) no Default or Event of Default shall have occurred and be continuing, (ii) immediately after giving effect to such designation, the Borrower shall be in pro forma compliance with Section 9.01(a) and Section 9.01(b), (iii) no Borrowing Base Deficiency not otherwise cured shall be existing or result therefrom and (iv) the representations and warranties of the Borrower and the Guarantors set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (unless already qualified by materiality in which case such applicable representation and warranty shall be true and correct) on and as of the date of such designation, except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of such designation, such representations and warranties shall continue to be true and correct in all material respects (unless already qualified by materiality in which case such applicable representation and warranty shall be true and correct) as of such specified earlier date. (b) The designation of any Restricted Subsidiary as an Unrestricted SubsidiarySubsidiary and any Disposition of Property to an Unrestricted Subsidiary shall constitute (i) an Investment under Section 9.05 as of the date of designation or Disposition, as applicable, in an amount equal to the Fair Market Value of all outstanding Investments owned by the Borrower Borrower’s investment therein and its Restricted Subsidiaries in (ii) a Disposition as of the Subsidiary properly designated date of designation or Disposition, including (A) for purposes of the provisions of Section 2.08 and (B) for purposes of EBITDA where such Disposition shall be deemed to be an Investment made a Material Disposition. (c) The Borrower may designate any Unrestricted Subsidiary as a Restricted Subsidiary once upon delivery of written notice to the Administrative Agent; provided that such designation (i) shall constitute the incurrence at the time of the designation of any Indebtedness and will either reduce the amount available for Restricted Payments Liens of such Subsidiary existing at such time, (ii) shall constitute a reduction in any Investment under Section 7.5 or be an 9.05 to the extent that such Investment permitted under Section 7.4, as determined by the Borrower; provided that no designation of was attributable to such Restricted Subsidiary being an Unrestricted Subsidiary may at the date of designation in an amount equal to the Fair Market Value of the Borrower’s investment therein, it being understood that any incurrence of Indebtedness and Liens in connection herewith shall require compliance with Section 9.02 and Section 9.03, as applicable and (iii) shall require the Borrower to be made in reliance on compliance with Section 7.5(c). Such 9.01(a) and Section 9.01(b) immediately before such designation will only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiaryin pro forma compliance immediately after such designation. (bd) Any designation of a Restricted Subsidiary of the Borrower as an Unrestricted Subsidiary, any designation of a Unrestricted Subsidiary shall be evidenced by as a Restricted Subsidiary and any Disposition to an Unrestricted Subsidiary will require the Borrower’s delivery Borrower to provide the Administrative Agent a certified copy of certificate signed by a resolution of the board of directors Responsible Officer of the Borrower giving effect to such designation and a certificate of a Responsible Officer certifying that such designation complied with the preceding conditions in Sections 8.18(a) and was permitted by Section 7.5. If, at any time, any Unrestricted Subsidiary would fail to meet the requirements of an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of this Agreement, and any Indebtedness of such Subsidiary will be deemed to be incurred by a Restricted Subsidiary of the Borrower as of such date and, if such Indebtedness is not permitted to be incurred as of such date under Section 7.1, the Borrower will be in default of Section 7.1 unless such Unrestricted Subsidiary is made to meet such requirements. (c) The Borrower may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of the Borrower; provided that such designation will be deemed to be an incurrence of Indebtedness and Liens by a Restricted Subsidiary of the Borrower of any outstanding Indebtedness and Liens of such Unrestricted Subsidiary, and such designation will only be permitted if (x) such Indebtedness and Liens are permitted under Sections 7.1 and 7.2, (y) the Borrower shall have delivered to the Administrative Agent a Pro Forma Compliance Certificate demonstrating that after giving effect to such designation on a Pro Forma Basis, the Loan Parties would be in compliance with the financial covenants set forth in Article VI recomputed as of the end of the period of the four Fiscal Quarters most recently ended for which the Borrower has delivered financial statements pursuant to Section 5.1(a8.18(b) or (b8.18(c); and (z) no Default or Event of Default would be in existence following such designation, as applicable.

Unrestricted Subsidiaries. (a) The Borrower may Not designate any of its Restricted Subsidiaries to be an Unrestricted Subsidiary if that designation would not cause a Default and if that designation otherwise is consistent with this definition of an Unrestricted Subsidiary. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the Fair Market Value of all outstanding Investments owned by the Borrower and its Restricted Subsidiaries in the Subsidiary properly designated shall be deemed to be an Investment made as of the time of the designation and will either reduce the amount available for Restricted Payments under Section 7.5 or be an Investment permitted under Section 7.4, as determined by the Borrower; provided that no designation of an Unrestricted Subsidiary may be made in reliance on Section 7.5(c). Such designation will only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. (b) Any designation of a Subsidiary of the Borrower as an Unrestricted Subsidiary unless (i) immediately before and after such designation, no Event of Default shall have occurred and be evidenced by the Borrower’s delivery to the Administrative Agent a certified copy of a resolution of the board of directors of the Borrower giving effect to such designation and a certificate of a Responsible Officer certifying that such designation complied with the preceding conditions and was permitted by Section 7.5. If, at any time, any Unrestricted Subsidiary continuing or would fail to meet the requirements of an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of this Agreement, and any Indebtedness of such Subsidiary will be deemed to be incurred by a Restricted Subsidiary of the Borrower as of such date and, if such Indebtedness is not permitted to be incurred as of such date under Section 7.1, the Borrower will be in default of Section 7.1 unless such Unrestricted Subsidiary is made to meet such requirements. (c) The Borrower may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of the Borrower; provided that such designation will be deemed to be an incurrence of Indebtedness and Liens by a Restricted Subsidiary of the Borrower of any outstanding Indebtedness and Liens of such Unrestricted Subsidiary, and such designation will only be permitted if (x) such Indebtedness and Liens are permitted under Sections 7.1 and 7.2result therefrom, (yii) the Borrower shall have delivered to the Administrative Agent a Pro Forma Compliance Certificate demonstrating that immediately after giving effect to such designation designation, the Borrowers and the Restricted Subsidiaries shall be in compliance, on a Pro Forma Basis, with the Financial Covenant (regardless of whether the Financial Covenant is then applicable under the parenthetical in Section 7.10(a)) and (iii) such Subsidiary is also designated as an Unrestricted Subsidiary for the purposes of any Credit Agreement Refinancing Indebtedness, any Second Lien Loan Parties Documents or any Permitted Refinancing Indebtedness in respect of any thereof. The designation of any Subsidiary as an Unrestricted Subsidiary after the Initial Closing Date shall constitute an Investment by the Borrowers therein at the date of designation in an amount equal to the fair market value of the Borrowers’ Investment therein. (b) Not re-designate any Unrestricted Subsidiary as a Restricted Subsidiary unless (i) immediately before and after such re-designation, no Event of Default shall have occurred and be continuing or would result therefrom, (ii) immediately after giving effect to such re-designation, the Borrowers and the Restricted Subsidiaries shall be in compliance compliance, on a Pro Forma Basis, with the financial covenants set forth Financial Covenant (regardless of whether the Financial Covenant is then applicable under the parenthetical in Article VI recomputed Section 7.10(a)) and (iii) such Unrestricted Subsidiary is also re-designated as a Restricted Subsidiary for the purposes of any Credit Agreement Refinancing Indebtedness, any Second Lien Loan Documents or any Permitted Refinancing Indebtedness in respect of any thereof. The re-designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the end incurrence at the time of re-designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time. (c) Not designate any Subsidiary as an “Unrestricted Subsidiary” under and as defined in any Credit Agreement Refinancing Indebtedness, any Second Lien Loan Documents or any Permitted Refinancing Indebtedness in respect of any thereof without designating such Subsidiary as an Unrestricted Subsidiary hereunder, or re-designate any “Unrestricted Subsidiary” as a “Restricted Subsidiary”, in each case under and as defined in any definitive debt documentation for the period applicable Credit Agreement Refinancing Indebtedness, Second Lien Loan Documents or Permitted Refinancing Indebtedness in respect of any thereof without re-designating such Person as a Restricted Subsidiary hereunder. (d) Notwithstanding anything to the four Fiscal Quarters most recently ended for which contrary contained here, in no event shall (i) (1) Holdings or the Borrower has delivered financial statements Borrowers or (2) any Restricted Subsidiary that holds any Equity Interests in, any Liens on, any Indebtedness of, any Investments in or any Collateral of any Restricted Subsidiary (unless such Restricted Subsidiary is included in the designation pursuant to Section 5.1(a) 6.17(a)), in each case, be designated as an Unrestricted Subsidiary or (b); and (zii) no Default Holdings, any Borrower or Event of Default would be in existence following such designationany Restricted Subsidiary transfer or otherwise exclusively license any Material IP Assets to any Unrestricted Subsidiary.

Unrestricted Subsidiaries. (a) The Administrative Borrower may designate at any time designate, by a certificate executed by a Responsible Officer of its the Administrative Borrower, (i) any Restricted Subsidiaries to be Subsidiary (other than the Subsidiary Borrower) as an Unrestricted Subsidiary if and (ii) any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (w) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing, (x) the Administrative Borrower is in Financial Covenant Compliance immediately after giving effect to such designation would not cause a Default and if that designation otherwise is consistent with this definition of (y) no Material Contracts may be assigned to an Unrestricted Subsidiary. If The designation of any Restricted Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Administrative Borrower or the relevant Restricted Subsidiary (as applicable) therein at the date of designation in an amount equal to the aggregate fair market value of all such Person’s outstanding investment therein, and such designation will only be permitted if such Investment is permitted under Section 6.04. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the Fair Market Value of all outstanding Investments owned by the Borrower and its Restricted Subsidiaries in the Subsidiary properly designated shall be deemed to be an Investment made as incurrence of the time Indebtedness, Liens and Investments by a Restricted Subsidiary of the designation any outstanding Indebtedness, Liens and will either reduce the amount available for Restricted Payments under Section 7.5 or be an Investment permitted under Section 7.4, as determined by the Borrower; provided that no designation Investments of an such Unrestricted Subsidiary may be made in reliance on Section 7.5(c). Such at the date of designation, and such designation will only be permitted if the Investment would be such Indebtedness is permitted at that time under Section 6.01, such Liens are permitted under Section 6.02 and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiarysuch Investments are permitted by Section 6.04. (b) Any designation of a Subsidiary of the Borrower as an Unrestricted Subsidiary shall will be evidenced to the Administrative Agent by the Borrower’s delivery delivering to the Administrative Agent a certified copy of a resolution of the board of directors of the Borrower giving effect to such designation and a certificate of executed by a Responsible Officer of the Administrative Borrower certifying that such designation complied with the preceding applicable conditions and was permitted by set forth in Section 7.5. 5.14(a). (c) If, at any time, any Unrestricted Subsidiary would should fail to meet the preceding requirements of as an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for the purposes of this Agreement, Agreement and any Indebtedness Indebtedness, Liens and Investments of such Subsidiary will be deemed to be incurred by a Restricted Subsidiary of the Borrower as of such date and, if such Indebtedness is Indebtedness, Liens and Investments are not permitted to be incurred as of such date under Section 7.16.01, Section 6.02 or Section 6.04, as applicable, the Borrower BorrowerBorrowers will be in default of Section 7.1 unless such Unrestricted Subsidiary is made to meet such requirementscovenants. (c) The Borrower may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of the Borrower; provided that such designation will be deemed to be an incurrence of Indebtedness and Liens by a Restricted Subsidiary of the Borrower of any outstanding Indebtedness and Liens of such Unrestricted Subsidiary, and such designation will only be permitted if (x) such Indebtedness and Liens are permitted under Sections 7.1 and 7.2, (y) the Borrower shall have delivered to the Administrative Agent a Pro Forma Compliance Certificate demonstrating that after giving effect to such designation on a Pro Forma Basis, the Loan Parties would be in compliance with the financial covenants set forth in Article VI recomputed as of the end of the period of the four Fiscal Quarters most recently ended for which the Borrower has delivered financial statements pursuant to Section 5.1(a) or (b); and (z) no Default or Event of Default would be in existence following such designation.

Unrestricted Subsidiaries. Celestica may, from time to time and at any time hereafter, designate any Subsidiary as an Unrestricted Subsidiary so long as: (a) The Borrower may designate (i) such Subsidiary shall not be a Subsidiary of Celestica existing as at the date of this Agreement; (ii) such Subsidiary shall never have been a Designated Subsidiary; and (iii) such Subsidiary shall never have been a Restricted Subsidiary; (b) neither Celestica nor any of its Subsidiaries (other than Unrestricted Subsidiaries) shall be liable, contingently or otherwise, for any indebtedness or other liability or obligation of the Unrestricted Subsidiary, except for guarantees provided by the immediate parent of such Unrestricted Subsidiary in respect of indebtedness of such Unrestricted Subsidiary, where such guarantees are: (i) made solely for the purpose of facilitating a pledge by the guarantor of Shares of such Unrestricted Subsidiary; and (ii) the recourse under such guarantees are limited to such pledged Shares; and (c) neither Celestica nor any of its Restricted Subsidiaries shall have applied the proceeds of any Advance under the Facility to be fund the equity of, or otherwise capitalize the Unrestricted Subsidiary. Provided that an Event of Default has not occurred and is not continuing, Celestica may from time to time and at any time hereafter, designate an Unrestricted Subsidiary if that designation would not cause a Default and if that designation otherwise is consistent with this definition of an Unrestricted Subsidiary. If as a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the Fair Market Value of all outstanding Investments owned by the Borrower and its Restricted Subsidiaries in the Subsidiary properly designated shall be deemed to be an Investment made as of the time of the designation and will either reduce the amount available for Restricted Payments under Section 7.5 or be an Investment permitted under Section 7.4, as determined by the Borrower; provided that no designation of an Unrestricted Subsidiary may be made in reliance on Section 7.5(c). Such designation will only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary.that: (bi) Any designation of a Subsidiary of the Borrower as an Unrestricted Subsidiary shall be evidenced by the Borrower’s delivery to the Administrative Agent a certified copy of a resolution of the board of directors of the Borrower immediately upon giving effect to such designation, Celestica shall remain in compliance with all covenants set out in Section 9.3 on a pro-forma (four quarter) basis; and (ii) the designation and a certificate of a Responsible Officer certifying that such designation complied with the preceding conditions and was permitted by Section 7.5. If, at any time, any Unrestricted Subsidiary would fail to meet the requirements of an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of this Agreement, and any Indebtedness of such Subsidiary will be deemed to be incurred by as a Restricted Subsidiary would not otherwise result in the occurrence of the Borrower as of such date and, if such Indebtedness is not permitted to be incurred as of such date under Section 7.1, the Borrower will be in default of Section 7.1 unless such Unrestricted Subsidiary is made to meet such requirements. (c) The Borrower may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of the Borrower; provided that such designation will be deemed to be an incurrence of Indebtedness and Liens by a Restricted Subsidiary of the Borrower of any outstanding Indebtedness and Liens of such Unrestricted Subsidiary, and such designation will only be permitted if (x) such Indebtedness and Liens are permitted under Sections 7.1 and 7.2, (y) the Borrower shall have delivered to the Administrative Agent a Pro Forma Compliance Certificate demonstrating that after giving effect to such designation on a Pro Forma Basis, the Loan Parties would be in compliance with the financial covenants set forth in Article VI recomputed as of the end of the period of the four Fiscal Quarters most recently ended for which the Borrower has delivered financial statements pursuant to Section 5.1(a) or (b); and (z) no Default or an Event of Default would be in existence following such designationDefault.

Unrestricted Subsidiaries. (a) The Borrower may Create or otherwise designate any Subsidiary as an Unrestricted Subsidiary unless the terms set forth in the definition of Unrestricted Subsidiary are complied with respect to such Subsidiary and no Default would result from the designation, creation and operation of such Unrestricted Subsidiary. (b) Without the prior written consent of the Supermajority Lenders, change the characterization of a Subsidiary from a Restricted Subsidiary to an Unrestricted Subsidiary or an Unrestricted Subsidiary to a Restricted Subsidiary; provided however, the prior written consent of the Supermajority Lenders shall not be required to (i) change the characterization of an Unrestricted Subsidiary to a Restricted Subsidiary if (A) no Default or Event of Default shall have occurred and be continuing at such time or would result therefrom, (B) after giving effect to such re-characterization, each of the representations and warranties made by each Loan Party in or pursuant to the Loan Documents shall be true and correct in all material respects as of the date of such re-characterization, (C) such Subsidiary shall have complied with the provisions of subsection 7.9 and (D) the Borrower provides the Administrative Agent five days advance written notice of its intent to re-characterize such Subsidiary or (ii) change the characterization of a Restricted Subsidiaries Subsidiary to be an Unrestricted Subsidiary if (A) no Default or Event of Default shall have occurred and be continuing or would result therefrom, and assuming that designation would not cause a Default and if that designation otherwise is consistent with this definition all investments made by the Borrower or any other Subsidiary in such Restricted Subsidiary prior to the date of such re-characterization were investments in an Unrestricted Subsidiary and (B) the Borrower provides the Administrative Agent five days advance written notice of its intent to re-characterize such Subsidiary. If a any Restricted Subsidiary is designated as an Unrestricted Subsidiary, the Fair Market Value of all outstanding Investments owned by the Borrower and its Restricted Subsidiaries Subsidiary in the Subsidiary properly designated shall be deemed to be an Investment made as of the time of the designation and will either reduce the amount available for Restricted Payments under Section 7.5 or be an Investment permitted under Section 7.4, as determined by the Borrower; provided that no designation of an Unrestricted Subsidiary may be made in reliance on Section 7.5(c). Such designation will only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. (b) Any designation of a Subsidiary of the Borrower as an Unrestricted Subsidiary shall be evidenced by the Borrower’s delivery to the Administrative Agent a certified copy of a resolution of the board of directors of the Borrower giving effect to such designation and a certificate of a Responsible Officer certifying that such designation complied accordance with the preceding conditions and was permitted by Section 7.5. If, at any time, any Unrestricted Subsidiary would fail to meet the requirements of an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes terms of this Agreement, the Administrative Agent shall, and the Lenders hereby instruct the Administrative Agent to, release, upon the written request of the Borrower, such Subsidiary from any Indebtedness Guarantee Obligations arising under the Loan Documents and the Capital Stock of such Subsidiary will from the Liens created under the Pledge Agreement; provided that such Subsidiary shall not have any Guarantee Obligations with respect to, or Liens in favor of, any Subordinated Indebtedness that are not so released. The Administrative Agent, at the Borrower's request and expense, shall execute such releases, termination statements or agreements as may be deemed reasonably necessary to be incurred by a Restricted Subsidiary effect the release of Guarantee Obligations under the Borrower as of such date and, if such Indebtedness is not permitted to be incurred as of such date Loan Documents or Liens created under Section 7.1, the Borrower will be in default of Section 7.1 unless such Unrestricted Subsidiary is made to meet such requirementsPledge Agreement. (c) The Borrower may at any time designate Permit any Unrestricted Subsidiary to be a Restricted Subsidiary of the Borrower; provided that such designation will be deemed fail to be an incurrence of Indebtedness and Liens by a Restricted Subsidiary of the Borrower of any outstanding Indebtedness and Liens of such Unrestricted Subsidiary, and such designation will only be permitted if (x) such Indebtedness and Liens are permitted under Sections 7.1 and 7.2, (y) the Borrower shall have delivered to the Administrative Agent a Pro Forma Compliance Certificate demonstrating that after giving effect to such designation on a Pro Forma Basis, the Loan Parties would be in compliance comply with the financial covenants requirements set forth in Article VI recomputed as the definition of the end of the period of the four Fiscal Quarters most recently ended for which the Borrower has delivered financial statements pursuant to Section 5.1(a) or (b); and (z) no Default or Event of Default would be in existence following such designation"Unrestricted Subsidiary."

Unrestricted Subsidiaries. (a) The Borrower Company at any time may designate any Person that is a Subsidiary, or after the date of its Restricted Subsidiaries this Indenture becomes a Subsidiary, of the Company as an "Unrestricted Subsidiary", whereupon (and until such Person ceases to be an Unrestricted Subsidiary) such Person and each other Person that is then or thereafter becomes a Subsidiary if that designation would not cause a Default and if that designation otherwise is consistent with this definition of an Unrestricted Subsidiary. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the Fair Market Value of all outstanding Investments owned by the Borrower and its Restricted Subsidiaries in the Subsidiary properly designated such Person shall be deemed to be an Investment made as of the time of the designation and will either reduce the amount available for Restricted Payments under Section 7.5 or be an Investment permitted under Section 7.4, as determined by the Borrower; provided that no designation of an Unrestricted Subsidiary for all purposes of this Indenture. In addition, the Company may be made in reliance on Section 7.5(c). Such designation will only be permitted if at any time terminate the Investment would be permitted at that time and if the Restricted status of any Subsidiary otherwise meets the definition of as an Unrestricted Subsidiary. , whereupon such Subsidiary and each other Subsidiary of the Company (bif any) Any of which such Subsidiary is a Subsidiary shall be a Restricted Subsidiary for all purposes of this Indenture. Each such designation or termination shall be evidenced by a Board Resolution and shall be effective upon the later of (i) the date specified therein and (ii) the delivery by the Company to the Trustee of such Board Resolution and an Officer's Certificate stating that the requirements of this Section 1018 will have been satisfied upon effectiveness of such designation or termination. -117- 132 Notwithstanding the foregoing, no change in the status of a Subsidiary of the Borrower Company from a Restricted Subsidiary to an Unrestricted Subsidiary or from an Unrestricted Subsidiary to a Restricted Subsidiary shall be effective, and no Person may otherwise become a Restricted Subsidiary, if: (a) the Consolidated EBITDA Coverage Ratio for the four full fiscal quarters of the Company next preceding the effective date of such purported change or other event, calculated on a pro forma basis as if such change or other event had been effective at the beginning of such period, would not exceed 2.0 to 1.0 if such purported change is to occur on or prior to December 31, 1999 and 2.25 to 1.0 if thereafter, (b) in the case of any change in status of such a Subsidiary from a Restricted Subsidiary to an Unrestricted Subsidiary, the Restricted Payment resulting from such change would violate Clause (3) of the first paragraph of Section 1010, or (c) such change or other event would otherwise result (after the giving of notice or the lapse of time, or both) in an Event of Default. In addition and notwithstanding the foregoing, no Restricted Subsidiary of the Company may become an Unrestricted Subsidiary, and the status of any Unrestricted Subsidiary as an Unrestricted Subsidiary shall be evidenced by the Borrower’s delivery deemed to the Administrative Agent a certified copy of a resolution have been immediately terminated (whereupon such Subsidiary and each other Subsidiary of the board Company (if any) of directors of the Borrower giving effect to which such designation and Subsidiary is a certificate of Subsidiary will be a Responsible Officer certifying that such designation complied with the preceding conditions and was permitted by Section 7.5. If, Restricted Subsidiary) at any timetime when: (i) such Subsidiary (A) has outstanding Debt that is Unpermitted Debt or (B) owns or holds any Capital Stock of or other ownership interests in, or a Lien on any property of, the Company or any of its Restricted Subsidiaries; (ii) the Company or any other Restricted Subsidiary (A) provides credit support for, or a Guaranty of, any Unrestricted Subsidiary would fail to meet the requirements of an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of this Agreement, and any Indebtedness Debt of such Subsidiary will be deemed to be incurred by a Restricted Subsidiary of the Borrower as of (including any undertaking, agreement or instrument evidencing such date and, if such Indebtedness is not permitted to be incurred as of such date under Section 7.1, the Borrower will be in default of Section 7.1 unless such Unrestricted Subsidiary is made to meet such requirements. (c) The Borrower may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of the Borrower; provided that such designation will be deemed to be an incurrence of Indebtedness and Liens by a Restricted Subsidiary of the Borrower of any outstanding Indebtedness and Liens of such Unrestricted Subsidiary, and such designation will only be permitted if (x) such Indebtedness and Liens are permitted under Sections 7.1 and 7.2, (y) the Borrower shall have delivered to the Administrative Agent a Pro Forma Compliance Certificate demonstrating that after giving effect to such designation on a Pro Forma Basis, the Loan Parties would be in compliance with the financial covenants set forth in Article VI recomputed as of the end of the period of the four Fiscal Quarters most recently ended for which the Borrower has delivered financial statements pursuant to Section 5.1(aDebt) or (b)B) is directly or indirectly liable for any Debt of such Subsidiary; or (iii) such Subsidiary fails to notify in writing the holders of its Debt for borrowed money that such Debt -118- 133 is without recourse to the property and (z) no Default or Event assets of Default would be in existence following such designationthe Company and its Restricted Subsidiaries.

Unrestricted Subsidiaries. (a) The Borrower Agent may at any time designate any of its Restricted Subsidiaries to Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation, no Default shall have occurred and be continuing, (ii) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if that designation would not cause a Default and if that designation otherwise is consistent with this definition of it was previously designated an Unrestricted Subsidiary or if any of its Subsidiaries is a Restricted Subsidiary (unless such Subsidiaries are being designated as Unrestricted Subsidiaries simultaneously therewith), (iii) immediately after giving effect to such designation (A) the Borrowers and the Restricted Subsidiaries shall be in compliance, on a historical pro forma basis, with the covenants set forth in Sections 8.02 and 8.12, (B) Pro Forma Availability shall be at least the greater of 25% of the Loan Cap and $43,750,000, (C) the aggregate amount of net sales of the Unrestricted Subsidiaries shall not exceed 10% of the aggregate amount of net sales of the Company and its Subsidiaries on a consolidated basis, (D) the consolidated EBITDA (measured on the same basis as "Consolidated EBITDA" provided herein, but for the Unrestricted Subsidiaries only) of the Unrestricted Subsidiaries shall not exceed 10% of the Consolidated EBITDA (measured as if all Subsidiaries were Restricted Subsidiaries for this purpose) of the Company and its Subsidiaries on a consolidated basis, and (E) the aggregate amount of total assets of the Unrestricted 105 119482860_14 #193013499_v7 (b) If at any time: (i) an Unrestricted Subsidiary becomes a guarantor of any Indebtedness of the Company or any Restricted Subsidiary. , then the Borrower Agent shall provide prompt notice thereof to the Administrative Agent, and in any case within 10 days of such occurrence, and such Subsidiary shall automatically become a Restricted Subsidiary and a Borrower hereunder in compliance with, and otherwise satisfy the provisions of, Section 7.12, or (ii) any of the following occurs: (x) the aggregate amount of net sales of the Unrestricted Subsidiaries exceeds 10% of the aggregate amount of net sales of the Company and its Subsidiaries on a consolidated basis, (y) the consolidated EBITDA (measured on the same basis as "Consolidated EBITDA" provided herein, but for the Unrestricted Subsidiaries only) of the Unrestricted Subsidiaries exceeds 10% of the Consolidated EBITDA (measured as if all Subsidiaries were Restricted Subsidiaries for this purpose) of the Company and its Subsidiaries on a consolidated basis, or (z) the aggregate amount of total assets of the Unrestricted Subsidiaries exceeds 10% of the total assets of the Company and its Subsidiaries, then in any such case the Borrower Agent will promptly, and in any event within 10 days thereafter, designate one or more Unrestricted Subsidiaries a Restricted Subsidiaries so that, after such designation, none of the tests in subsections (x), (y) and (z) is then violated. (c) If at any time a Restricted Subsidiary is designated as an Unrestricted SubsidiarySubsidiary in compliance with this Agreement, the Fair Market Value of all outstanding Investments owned by the Borrower and its Restricted Subsidiaries in the Subsidiary properly designated Administrative Agent shall be deemed to be an Investment made as of authorized to, and shall at the time of the designation and will either reduce the amount available for Restricted Payments under Section 7.5 or be an Investment permitted under Section 7.4, as determined by the Borrower; provided that no designation of an Unrestricted Subsidiary may be made in reliance on Section 7.5(c). Such designation will only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. (b) Any designation of a Subsidiary request of the Borrower as an Unrestricted Subsidiary shall be evidenced by the Borrower’s delivery to the Administrative Agent a certified copy of a resolution of the board of directors of the Borrower giving effect to such designation and a certificate of a Responsible Officer certifying that such designation complied with the preceding conditions and was permitted by Section 7.5. IfAgent, at any time, any Unrestricted Subsidiary would fail to meet the requirements of an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of this Agreement, and any Indebtedness of such Subsidiary will be deemed to be incurred by a Restricted Subsidiary of the Borrower as of such date and, if such Indebtedness is not permitted to be incurred as of such date under Section 7.1, the Borrower will be in default of Section 7.1 unless (i) release such Unrestricted Subsidiary from any Loan Document to which it is made to meet such requirements. (c) The Borrower may at a party and release any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of Administrative Agent's Liens on the Borrower; provided that such designation will be deemed to be an incurrence of Indebtedness and Liens by a Restricted Subsidiary of the Borrower of any outstanding Indebtedness and Liens property or assets of such Unrestricted Subsidiary, and (ii) all Accounts and Inventory of such designation will only Subsidiary shall be permitted if excluded from the Borrowing Base. (xd) If at any time any Unrestricted Subsidiary is designated or becomes a Restricted Subsidiary pursuant to the terms of this Agreement, such Indebtedness Restricted Subsidiary shall, to the extent required thereby, comply with the provisions of Section 7.12 within the time required therein. 106 119482860_14 #193013499_v7 (e) Except as otherwise provided in the definitions of "Accounts Formula Amount" and Liens are permitted under Sections 7.1 and 7.2"Inventory Formula Amount", (y) none of the Accounts or Inventory of any Subsidiary newly designated as a Borrower shall have delivered be included in the calculation of the Borrowing Base until Agent has conducted Field Exams and appraisals reasonably required by it with results reasonably satisfactory to the Administrative Agent and the Person owning such Accounts or Inventory shall be a Pro Forma Compliance Certificate demonstrating that after giving effect to such designation on a Pro Forma Basis, the Loan Parties would be in compliance with the financial covenants set forth in Article VI recomputed as (directly or indirectly) wholly-owned Subsidiary of the end of the period of the four Fiscal Quarters most recently ended for which the Borrower has delivered financial statements pursuant to Section 5.1(a) or (b); Company and (z) no Default or Event of Default would be in existence following such designationhave become a Borrower.

Unrestricted Subsidiaries. (a) The Borrower SCHEDULE 6.08 sets forth those Subsidiaries of Guarantor that have been designated as Unrestricted Subsidiaries as of the Signing Date, which Subsidiaries do not include any Subsidiary Guarantors. Guarantor may designate any other of its Subsidiaries (other than a Subsidiary Guarantor) as Unrestricted Subsidiaries from time to time in compliance with the provisions of this Section 6.08. Guarantor will not designate any of its Restricted Subsidiaries to be as an Unrestricted Subsidiary if that designation would not cause a Default and if that designation otherwise is consistent with this definition of an Unrestricted Subsidiary. If a Restricted unless at the time such Subsidiary is designated as an Unrestricted Subsidiary, the Fair Market Value of all outstanding Investments owned by the Borrower before and its Restricted Subsidiaries in the Subsidiary properly designated shall be deemed to be an Investment made as of the time of the designation and will either reduce the amount available for Restricted Payments under Section 7.5 or be an Investment permitted under Section 7.4, as determined by the Borrower; provided that no designation of an Unrestricted Subsidiary may be made in reliance on Section 7.5(c). Such designation will only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. (b) Any designation of a Subsidiary of the Borrower as an Unrestricted Subsidiary shall be evidenced by the Borrower’s delivery to the Administrative Agent a certified copy of a resolution of the board of directors of the Borrower giving effect to such designation and a certificate of a Responsible Officer certifying that such designation complied with the preceding conditions and was permitted by Section 7.5. If, at any time, any Unrestricted Subsidiary would fail to meet the requirements of an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of this Agreement, and any Indebtedness of such Subsidiary will be deemed to be incurred by a Restricted Subsidiary of the Borrower as of such date and, if such Indebtedness is not permitted to be incurred as of such date under Section 7.1, the Borrower will be in default of Section 7.1 unless such Unrestricted Subsidiary is made to meet such requirements. (c) The Borrower may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of the Borrower; provided that such designation will be deemed to be an incurrence of Indebtedness and Liens by a Restricted Subsidiary of the Borrower of any outstanding Indebtedness and Liens of such Unrestricted Subsidiary, and such designation will only be permitted if (x) such Indebtedness and Liens are permitted under Sections 7.1 and 7.2, (y) the Borrower shall have delivered to the Administrative Agent a Pro Forma Compliance Certificate demonstrating that after giving effect to such designation on a Pro Forma Basispro forma basis, no Event of Default shall have occurred and be continuing, as certified in an Officers’ Certificate delivered to the Loan Parties would Administrative Agent at the time of such designation. Such Officers’ Certificate also shall state the specific purpose for which such designation is being made. All Subsidiaries of Unrestricted Subsidiaries shall be Unrestricted Subsidiaries. (b) Guarantor may designate or redesignate any Unrestricted Subsidiary as a Restricted Subsidiary from time to time in compliance with the financial covenants set forth provisions of this Section 6.08. Guarantor will not designate or redesignate any Unrestricted Subsidiary as a Restricted Subsidiary, unless at the time such Unrestricted Subsidiary is so designated or redesignated as a Restricted Subsidiary, after giving effect to such designation or redesignation on a pro forma basis, no Event of Default shall have occurred and be continuing, as certified in Article VI recomputed an Officer’s Certificate delivered to the Administrative Agent at the time of such designation or redesignation. (c) Notwithstanding anything to the contrary above in this Section 6.08, so long as a Lender is also a lender under the Time Warner Credit Agreement, any Officer’s Certificate delivered under the Time Warner Credit Agreement designating or re-designating, as applicable, any Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary shall be deemed to satisfy the requirements of this Section 6.08 and such Subsidiary shall be an Unrestricted Subsidiary or Restricted Subsidiary, as applicable, for all purposes under this Agreement. Additionally, if a Lender is not also a lender under the end Time Warner Credit Agreement, in the event Time Warner delivers to the Administrative Agent a copy of the period of the four Fiscal Quarters most recently ended for which the Borrower has any certificate delivered financial statements pursuant to Section 5.1(a) 6.08 of the Time Warner Credit Agreement, Time Warner will be deemed to have satisfied the requirements of this Section 6.08. Notwithstanding the foregoing, if, after the Signing Date, any amendment, waiver, consent, amendment and restatement, supplement or (b); and (z) other modification of Section 6.08 of the Time Warner Credit Agreement modifies the requirements therein so they are no Default or Event of Default would be longer the same as those in existence following such designationthis Section 6.08, this paragraph shall not apply.

Unrestricted Subsidiaries. (a) The If any Unsecured Subsidiary incurs Unsecured Subsidiaries’ Permitted Project Debt, the Borrower may designate any of its Restricted Subsidiaries to request that such Unsecured Subsidiary be designated an Unrestricted Subsidiary if such that designation would not cause a the representations, covenants, Events of Default and if that designation otherwise is consistent with this definition of an Unrestricted Subsidiary. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the Fair Market Value of all outstanding Investments owned by the Borrower and its Restricted Subsidiaries in the Subsidiary properly designated shall be deemed to be an Investment made as of the time of the designation and will either reduce the amount available for Restricted Payments under Section 7.5 or be an Investment permitted under Section 7.4, as determined by the Borrower; provided that no designation of an Unrestricted Subsidiary may be made in reliance on Section 7.5(c). Such designation will only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. (b) Any designation of a Subsidiary of the Borrower as an Unrestricted Subsidiary shall be evidenced by the Borrower’s delivery to the Administrative Agent a certified copy of a resolution of the board of directors of the Borrower giving effect to such designation and a certificate of a Responsible Officer certifying that such designation complied with the preceding conditions and was permitted by Section 7.5. If, at any time, any Unrestricted Subsidiary would fail to meet the requirements of an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes other relevant provisions of this Agreement, and any Indebtedness of such Subsidiary will be deemed to be incurred by a Restricted Subsidiary of the Borrower as of such date and, if such Indebtedness is Agreement shall not permitted to be incurred as of such date under Section 7.1, the Borrower will be apply in default of Section 7.1 unless such Unrestricted Subsidiary is made to meet such requirements. (c) The Borrower may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of the Borrower; provided that such designation will be deemed to be an incurrence of Indebtedness and Liens by a Restricted Subsidiary of the Borrower of any outstanding Indebtedness and Liens respect of such Unrestricted Subsidiary, and the Lenders agree to act reasonably in considering any such request. Any such designation will only shall be permitted if (x) such Indebtedness approved in writing by the Lenders acting unanimously, and Liens are permitted under Sections 7.1 and 7.2, (y) the Borrower shall have delivered be subject to the Administrative Agent a Pro Forma Compliance Certificate demonstrating that after giving effect execution and delivery of an amendment to this Agreement to reflect all conditions and restrictions the Lenders acting reasonably may require. Without limiting the generality of the foregoing, such designation on a Pro Forma Basis, amendment may include provisions with respect to the Loan Parties would be in compliance with following: · amendments to the financial covenants set forth in Article VI recomputed as herein; · the assets of the end Unrestricted Subsidiary may not be commingled with the assets of the period other Companies; · the liabilities of the four Fiscal Quarters most recently ended for Unrestricted Subsidiary may not be commingled with the liabilities of the other Companies; · the books and records of the Unrestricted Subsidiary will be maintained separately from the books and records of the other Companies; · the Unrestricted Subsidiary and the other Companies will not take any action or omit to take any action which would, or would reasonably be expected to, result in any Company becoming subject to any Insolvency Proceeding in respect of the Unrestricted Subsidiary by way of procedural or substantive consolidation of their estates, joint administration or any other procedure or proceeding which may result in anything other than a completely separate “ring-fenced” administration of the assets and liabilities of each of Unrestricted Subsidiary and the other Companies; · the other Companies shall not be permitted to guarantee any indebtedness or other obligations of the Unrestricted Subsidiary; · limits on the amount of Investments which the Borrower has delivered financial statements pursuant to Section 5.1(a) or (b)Companies may make in the Unrestricted Subsidiary; · all dealings between the Companies and the Unrestricted Subsidiary must be on a commercially reasonable basis; and (z) no Default or Event of Default would be in existence following such designation· ancillary amendments.

Unrestricted Subsidiaries. (a) The Borrower may designate any of its Restricted Subsidiaries to be an Unrestricted Subsidiary if that designation would not cause a Default and if that designation otherwise is consistent with this definition of an Unrestricted Subsidiary. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the Fair Market Value of all outstanding Investments owned by the Borrower and its Restricted Subsidiaries in the Subsidiary properly designated shall be deemed to be an Investment made as of the time of the designation and will either reduce the amount available for Restricted Payments under Section 7.5 or be an Investment permitted under Section 7.4, as determined by the Borrower; provided that no designation of an Unrestricted Subsidiary may be made in reliance on Section 7.5(c). Such designation will only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. (b) Any designation of a Subsidiary of the Borrower as an Unrestricted Subsidiary shall be evidenced by the Borrower’s delivery to the Administrative Agent a certified copy of a resolution of the board of directors of the Borrower giving effect to such designation and a certificate of a Responsible Officer certifying that such designation complied with the preceding conditions and was permitted by Section 7.5. If, at any time, any Unrestricted Subsidiary would fail to meet the requirements of an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of this Agreement, and any Indebtedness of such Subsidiary will be deemed to be incurred by a Restricted Subsidiary of the Borrower as of such date and, if such Indebtedness is not permitted to be incurred as of such date under Section 7.1, the Borrower will be in default of Section 7.1 unless such Unrestricted Subsidiary is made to meet such requirements. (c) The Borrower may at any time on or after the Closing Date designate any Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary to be as a Restricted Subsidiary of the BorrowerSubsidiary; provided that such designation will be deemed to be an incurrence of Indebtedness (a) immediately before and Liens by a Restricted Subsidiary of the Borrower of any outstanding Indebtedness and Liens of such Unrestricted Subsidiary, and such designation will only be permitted if (x) such Indebtedness and Liens are permitted under Sections 7.1 and 7.2, (y) the Borrower shall have delivered to the Administrative Agent a Pro Forma Compliance Certificate demonstrating that after giving effect to such designation on a Pro Forma Basisdesignation, the Loan Parties would be in compliance with the financial covenants set forth in Article VI recomputed as of the end of the period of the four Fiscal Quarters most recently ended for which the Borrower has delivered financial statements pursuant to Section 5.1(a) or (b); and (z) no Default or Event of Default would shall have occurred and be continuing, (b) immediately after giving effect to such designation, the Borrower shall be in existence following pro forma compliance with the covenants set forth in Section 7.13 (it being understood that if no Fiscal Quarter cited in Section 7.13 has ended, the covenant in Section 7.13 for the first Fiscal Quarter cited in Section 7.13 shall be satisfied as of the last four quarters ended on or prior to such designation) and the Borrower shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance and (c) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of any Indebtedness for borrowed money permitted under Section 7.02 with an aggregate outstanding principal amount in excess of $5,000,000, any Junior Indebtedness or Indebtedness incurred pursuant to Section 7.02(c) (it being understood that, as of the Closing Date, each Subsidiary (as defined in the ABL Credit Agreement as of the Closing Date) of Parent is a “restricted subsidiary” under the ABL Credit Agreement). The designation of any Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the Borrower therein at the date of designation in an amount equal to the fair market value of the Borrower’s investment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Investment, Indebtedness and Liens of such Subsidiary existing at such time and (ii) a return on any Investment by the Borrower in such Subsidiary pursuant to the preceding sentence in an amount equal to the fair market value at the date of such designation of the Borrower’s Investment in such Subsidiary. Notwithstanding the foregoing, neither the Borrower nor any direct or indirect parent of the Borrower that is a Subsidiary shall be permitted to be an Unrestricted Subsidiary.

Unrestricted Subsidiaries. (a) The Borrower may at any time designate any other of its Restricted Subsidiaries as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Subsidiary that is not an Unrestricted Subsidiary by written notice to the Administrative Agent; provided that (i) immediately before and after such designation, no Event of Default shall have occurred and be continuing, (ii) immediately after giving effect to such designation, the Total Secured Debt Leverage Ratio (calculated on a Pro Forma Basis) as of the end of the most recent Test Period shall be less than or equal to 2.5 to 1.0, (iii) no Subsidiary may be designated as an Unrestricted Subsidiary if that designation would it is restricted by and subject to the covenants contained in the documents governing Indebtedness expressly subordinated to the Obligations, (iv) JRTI shall not cause a Default and if that designation otherwise is consistent with this definition of an Unrestricted Subsidiary. If a Restricted Subsidiary is be designated as an Unrestricted Subsidiary, Subsidiary prior to the Fair Market Value of all outstanding Investments owned by the Borrower Existing Notes Release and its Restricted Subsidiaries in the Subsidiary properly (v) Railcar Holdings shall not be designated shall be deemed to be an Investment made as of the time of the designation and will either reduce the amount available for Restricted Payments under Section 7.5 or be an Investment permitted under Section 7.4, as determined by the Borrower; provided that no designation of an Unrestricted Subsidiary may be made in reliance on Section 7.5(c)unless, prior to or substantially simultaneously with such designation, the Railcar Financing shall have been consummated. Such designation will only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. (b) Any The designation of a any Subsidiary of the Borrower as an Unrestricted Subsidiary after the Closing Date shall be evidenced constitute an Investment by the Borrower’s delivery Jefferson Group Members therein at the date of designation in an amount equal to the Administrative Agent fair market value (as determined in good faith by a certified copy of a resolution Responsible Officer) of the board Jefferson Group Members’ investment therein; provided that, with respect to any designation of directors Railcar Holdings as an Unrestricted Subsidiary in accordance with this Section 5.16, such designation shall constitute an Investment by the Jefferson Group Members therein at the date of designation in an amount equal to the fair market value (as determined in good faith by a Responsible Officer) of the Jefferson Group Members’ investment in Railcar Holdings made after the Closing Date (and prior to such date of designation), other than Investments in Railcar Holdings funded with the proceeds of capital contributions to Holdings made on or prior to such date of designation (but after the Closing Date). The designation of any Unrestricted Subsidiary as a Subsidiary of the Borrower giving effect to such designation and a certificate of a Responsible Officer certifying that such designation complied with the preceding conditions and was permitted by Section 7.5. If, at any time, any Unrestricted Subsidiary would fail to meet the requirements of an Unrestricted Subsidiary, it will thereafter cease to be is not an Unrestricted Subsidiary shall constitute the incurrence at the time of designation of any Indebtedness or Liens of such Subsidiary existing at such time. Notwithstanding anything in this Agreement to the contrary, any Jefferson Group Member designated as an Unrestricted Subsidiary shall not be deemed to be a Jefferson Group Member for any purposes of this Agreement, including without limitation for purposes of financial definitions and any Indebtedness of such Subsidiary will be deemed to be incurred by a Restricted Subsidiary of the Borrower as of such date and, if such Indebtedness is not permitted to be incurred as of such date under Section 7.1, the Borrower will be in default of Section 7.1 unless such Unrestricted Subsidiary is made to meet such requirementsfinancial calculations contained herein. (c) The Borrower may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of the Borrower; provided that such designation will be deemed to be an incurrence of Indebtedness and Liens by a Restricted Subsidiary of the Borrower of any outstanding Indebtedness and Liens of such Unrestricted Subsidiary, and such designation will only be permitted if (x) such Indebtedness and Liens are permitted under Sections 7.1 and 7.2, (y) the Borrower shall have delivered to the Administrative Agent a Pro Forma Compliance Certificate demonstrating that after giving effect to such designation on a Pro Forma Basis, the Loan Parties would be in compliance with the financial covenants set forth in Article VI recomputed as of the end of the period of the four Fiscal Quarters most recently ended for which the Borrower has delivered financial statements pursuant to Section 5.1(a) or (b); and (z) no Default or Event of Default would be in existence following such designation.

Unrestricted Subsidiaries. (a) The Borrower Agent may at any time designate any of its Restricted Subsidiaries to Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation, no Default shall have occurred and be continuing, (ii) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if that designation would not cause a Default and if that designation otherwise is consistent with this definition of it was previously designated an Unrestricted Subsidiary or if any of its Subsidiaries is a Restricted Subsidiary (unless such Subsidiaries are being designated as Unrestricted Subsidiaries simultaneously therewith), (iii) immediately after giving effect to such designation (A) the Borrowers and the Restricted Subsidiaries shall be in compliance, on a historical pro forma basis, with the covenants set forth in Sections 8.02 and 8.12, (B) Pro Forma Availability shall be at least 25% of the Aggregate Commitments, (C) the aggregate amount of net sales of the Unrestricted Subsidiaries shall not exceed 10% of the aggregate amount of net sales of the Company and its Subsidiaries on a consolidated basis, (D) the consolidated EBITDA (measured on the same basis as “Consolidated EBITDA” provided herein, but for the Unrestricted Subsidiaries only) of the Unrestricted Subsidiaries shall not exceed 10% of the Consolidated EBITDA (measured as if all Subsidiaries were Restricted Subsidiaries for this purpose) of the Company and its Subsidiaries on a consolidated basis, and (E) the aggregate amount of total assets of the Unrestricted Subsidiaries shall not exceed 10% of the total assets of the Company and its Subsidiaries, and (iv) prior to the effectiveness of any such designation, the Borrower Agent shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating compliance with the preceding subsections (iii)(A) through (iii)(E). The designation of any Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Company therein at the date of designation in an amount equal to the sum of (i) the Company’s direct or indirect equity ownership percentage of the net worth of such designated Restricted Subsidiary immediately prior to such designation (such net worth to be calculated without regard to any guarantee provided by such designated Restricted Subsidiary. ) and (ii) without duplication, the aggregate principal amount of all Indebtedness owed by such designated Unrestricted Subsidiary and its Subsidiaries (to the extent such Subsidiaries are not previously Unrestricted Subsidiaries) to the Company or any Restricted Subsidiary immediately prior to such designation, all calculated, except as set forth in the parenthetical to clause (i), on a consolidated basis in accordance with GAAP (and such designation shall only be permitted to the extent such Investment is permitted under Section 8.02). (b) If at any time: (i) an Unrestricted Subsidiary becomes a guarantor of the Subordinated Notes, the Senior Notes or of any other Indebtedness of the Company or any Restricted Subsidiary, then the Borrower Agent shall provide prompt notice thereof to the Administrative Agent, and in any case within 10 days of such occurrence, and such Subsidiary shall automatically become a Restricted Subsidiary and a Borrower hereunder in compliance with, and otherwise satisfy the provisions of, Section 7.12, or (ii) any of the following occurs: (x) the aggregate amount of net sales of the Unrestricted Subsidiaries exceeds 10% of the aggregate amount of net sales of the Company and its Subsidiaries on a consolidated basis, (y) the consolidated EBITDA (measured on the same basis as “Consolidated EBITDA” provided herein, but for the Unrestricted Subsidiaries only) of the Unrestricted Subsidiaries exceeds 10% of the Consolidated EBITDA (measured as if all Subsidiaries were Restricted Subsidiaries for this purpose) of the Company and its Subsidiaries on a consolidated basis, or (z) the aggregate amount of total assets of the Unrestricted Subsidiaries exceeds 10% of the total assets of the Company and its Subsidiaries, then in any such case the Borrower Agent will promptly, and in any event within 10 days thereafter, designate one or more Unrestricted Subsidiaries a Restricted Subsidiaries so that, after such designation, none of the tests in subsections (x), (y) and (z) is then violated. (c) If at any time a Restricted Subsidiary is designated as an Unrestricted SubsidiarySubsidiary in compliance with this Agreement, the Fair Market Value of all outstanding Investments owned by the Borrower and its Restricted Subsidiaries in the Subsidiary properly designated Administrative Agent shall be deemed to be an Investment made as of authorized to, and shall at the time of the designation and will either reduce the amount available for Restricted Payments under Section 7.5 or be an Investment permitted under Section 7.4, as determined by the Borrower; provided that no designation of an Unrestricted Subsidiary may be made in reliance on Section 7.5(c). Such designation will only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. (b) Any designation of a Subsidiary request of the Borrower as an Unrestricted Subsidiary shall be evidenced by the Borrower’s delivery to the Administrative Agent a certified copy of a resolution of the board of directors of the Borrower giving effect to such designation and a certificate of a Responsible Officer certifying that such designation complied with the preceding conditions and was permitted by Section 7.5. IfAgent, at any time, any Unrestricted Subsidiary would fail to meet the requirements of an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of this Agreement, and any Indebtedness of such Subsidiary will be deemed to be incurred by a Restricted Subsidiary of the Borrower as of such date and, if such Indebtedness is not permitted to be incurred as of such date under Section 7.1, the Borrower will be in default of Section 7.1 unless (i) release such Unrestricted Subsidiary from any Loan Document to which it is made to meet such requirements. (c) The Borrower may at a party and release any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of Administrative Agent’s Liens on the Borrower; provided that such designation will be deemed to be an incurrence of Indebtedness and Liens by a Restricted Subsidiary of the Borrower of any outstanding Indebtedness and Liens property or assets of such Unrestricted Subsidiary, and (ii) all Accounts and Inventory of such designation will only Subsidiary shall be permitted if excluded from the Borrowing Base. (xd) If at any time any Unrestricted Subsidiary is designated or becomes a Restricted Subsidiary pursuant to the terms of this Agreement, such Indebtedness Restricted Subsidiary shall, to the extent required thereby, comply with the provisions of Section 7.12 within the time required therein. (e) Except as otherwise provided in the definitions of “Accounts Formula Amount” and Liens are permitted under Sections 7.1 and 7.2“Inventory Formula Amount”, (y) none of the Accounts or Inventory of any Subsidiary newly designated as a Borrower shall have delivered be included in the calculation of the Borrowing Base until Agent has conducted Field Exams and appraisals reasonably required by it with results reasonably satisfactory to the Administrative Agent and the Person owning such Accounts or Inventory shall be a Pro Forma Compliance Certificate demonstrating that after giving effect to such designation on a Pro Forma Basis, the Loan Parties would be in compliance with the financial covenants set forth in Article VI recomputed as (directly or indirectly) wholly-owned Subsidiary of the end of the period of the four Fiscal Quarters most recently ended for which the Borrower has delivered financial statements pursuant to Section 5.1(a) or (b); Company and (z) no Default or Event of Default would be in existence following such designationhave become a Borrower.

Unrestricted Subsidiaries. (a) The Borrower may designate any of its Restricted Subsidiaries to be Subsidiary as an Unrestricted Subsidiary if that designation would not cause a Default and if that designation otherwise is consistent with this definition of an and, subject to Section 8.18(c), the Borrower may designate any Unrestricted Subsidiary. If Subsidiary as a Restricted Subsidiary, in each case, upon delivery to the Administrative Agent of written notice from the Borrower; provided that immediately before and after such designation, (i) no Default or Event of Default shall have occurred and be continuing, (ii) immediately after giving effect to such designation, the Borrower shall be in pro forma compliance with Section 9.01(a) and Section 9.01(b), (iii) no Borrowing Base Deficiency not otherwise cured shall be existing or result therefrom and (iv) the representations and warranties of the Borrower and the Guarantors set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (unless already qualified by materiality in which case such applicable representation and warranty shall be true and correct) on and as of the date of such designation, except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of such designation, such representations and warranties shall continue to be true and correct in all material respects (unless already qualified by materiality in which case such applicable representation and warranty shall be true and correct) as of such specified earlier date. (b) The designation of any Restricted Subsidiary is designated as an Unrestricted SubsidiarySubsidiary and any Disposition of Property to an Unrestricted Subsidiary shall constitute (i) an Investment under Section 9.05 as of the date of designation or Disposition, as applicable, in an amount equal to the Fair Market Value of all outstanding Investments owned by the Borrower Borrower’s investment therein and its Restricted Subsidiaries in the Subsidiary properly designated shall be deemed to be an Investment made (ii) a Disposition as of the time date of designation or Disposition, including for purposes of the designation and will either reduce provisions of Section 2.08. (c) The Borrower may designate any Unrestricted Subsidiary as a Restricted Subsidiary once upon delivery of written notice to the amount available for Restricted Payments under Section 7.5 or be an Investment permitted under Section 7.4, as determined by the BorrowerAdministrative Agent; provided that no such designation (i) shall constitute the incurrence at the time of designation of any Indebtedness and Liens of such Subsidiary existing at such time and (ii) shall constitute a reduction in any Investment under Section 9.05 to the extent that such Investment was attributable to such Restricted Subsidiary being an Unrestricted Subsidiary may be made at the date of designation in reliance on an amount equal to the Fair Market Value of the Borrower’s investment therein, it being understood that any incurrence of Indebtedness and Liens in connection herewith shall require compliance with Section 7.5(c). Such designation will only be permitted if the Investment would be permitted at that time 9.02 and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted SubsidiarySection 9.03, as applicable. (bd) Any designation of a Restricted Subsidiary of the Borrower as an Unrestricted Subsidiary, any designation of a Unrestricted Subsidiary shall be evidenced by as a Restricted Subsidiary and any Disposition to an Unrestricted Subsidiary will require the Borrower’s delivery Borrower to provide the Administrative Agent a certified copy of certificate signed by a resolution of the board of directors Responsible Officer of the Borrower giving effect to such designation and a certificate of a Responsible Officer certifying that such designation complied with the preceding conditions and was permitted by in Section 7.5. If8.18(a), at any time, any Unrestricted Subsidiary would fail to meet the requirements of an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of this Agreement, and any Indebtedness of such Subsidiary will be deemed to be incurred by a Restricted Subsidiary of the Borrower as of such date and, if such Indebtedness is not permitted to be incurred as of such date under Section 7.1, the Borrower will be in default of Section 7.1 unless such Unrestricted Subsidiary is made to meet such requirements. (c) The Borrower may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of the Borrower; provided that such designation will be deemed to be an incurrence of Indebtedness and Liens by a Restricted Subsidiary of the Borrower of any outstanding Indebtedness and Liens of such Unrestricted Subsidiary, and such designation will only be permitted if (x) such Indebtedness and Liens are permitted under Sections 7.1 and 7.2, (y) the Borrower shall have delivered to the Administrative Agent a Pro Forma Compliance Certificate demonstrating that after giving effect to such designation on a Pro Forma Basis, the Loan Parties would be in compliance with the financial covenants set forth in Article VI recomputed as of the end of the period of the four Fiscal Quarters most recently ended for which the Borrower has delivered financial statements pursuant to Section 5.1(a8.18(b) or (bSection 8.18(c); and (z) no Default or Event of Default would be in existence following such designation, as applicable.

Unrestricted Subsidiaries. (a) The Borrower SCHEDULE 6.08 sets forth those Subsidiaries of Guarantor that have been designated as Unrestricted Subsidiaries as of the Signing Date, which Subsidiaries do not include any Subsidiary Guarantors. Guarantor may designate any other of its Subsidiaries (other than a Subsidiary Guarantor) as Unrestricted Subsidiaries from time to time in compliance with the provisions of this Section 6.08. Guarantor will not designate any of its Restricted Subsidiaries to be as an Unrestricted Subsidiary if that designation would not cause a Default and if that designation otherwise is consistent with this definition of an Unrestricted Subsidiary. If a Restricted unless at the time such Subsidiary is designated as an Unrestricted Subsidiary, the Fair Market Value of all outstanding Investments owned by the Borrower before and its Restricted Subsidiaries in the Subsidiary properly designated shall be deemed to be an Investment made as of the time of the designation and will either reduce the amount available for Restricted Payments under Section 7.5 or be an Investment permitted under Section 7.4, as determined by the Borrower; provided that no designation of an Unrestricted Subsidiary may be made in reliance on Section 7.5(c). Such designation will only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. (b) Any designation of a Subsidiary of the Borrower as an Unrestricted Subsidiary shall be evidenced by the Borrower’s delivery to the Administrative Agent a certified copy of a resolution of the board of directors of the Borrower giving effect to such designation and a certificate of a Responsible Officer certifying that such designation complied with the preceding conditions and was permitted by Section 7.5. If, at any time, any Unrestricted Subsidiary would fail to meet the requirements of an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of this Agreement, and any Indebtedness of such Subsidiary will be deemed to be incurred by a Restricted Subsidiary of the Borrower as of such date and, if such Indebtedness is not permitted to be incurred as of such date under Section 7.1, the Borrower will be in default of Section 7.1 unless such Unrestricted Subsidiary is made to meet such requirements. (c) The Borrower may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of the Borrower; provided that such designation will be deemed to be an incurrence of Indebtedness and Liens by a Restricted Subsidiary of the Borrower of any outstanding Indebtedness and Liens of such Unrestricted Subsidiary, and such designation will only be permitted if (x) such Indebtedness and Liens are permitted under Sections 7.1 and 7.2, (y) the Borrower shall have delivered to the Administrative Agent a Pro Forma Compliance Certificate demonstrating that after giving effect to such designation on a Pro Forma Basispro forma basis, no Event of Default shall have occurred and be continuing, as certified in an Officers’ Certificate delivered to the Loan Parties would Administrative Agent at the time of such designation. Such Officers’ Certificate also shall state the specific purpose for which such designation is being made. All Subsidiaries of Unrestricted Subsidiaries shall be Unrestricted Subsidiaries. (b) Guarantor may designate or redesignate any Unrestricted Subsidiary as a Restricted Subsidiary from time to time in compliance with the financial covenants set forth provisions of this Section 6.08. Guarantor will not designate or redesignate any Unrestricted Subsidiary as a Restricted Subsidiary, unless at the time such Unrestricted Subsidiary is so designated or redesignated as a Restricted Subsidiary, after giving effect to such designation or redesignation on a pro forma basis, no Event of Default shall have occurred and be continuing, as certified in Article VI recomputed an Officer’s Certificate delivered to the Administrative Agent at the time of such designation or redesignation. (c) Notwithstanding anything to the contrary above in this Section 6.08, so long as a Lender is also a lender under the Time Warner Credit Agreement, any Officer’s Certificate delivered under the Time Warner Credit Agreement designating or re-designating, as applicable, any Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary shall be deemed to satisfy the requirements of this Section 6.08 and such Subsidiary shall be an Unrestricted Subsidiary or Restricted Subsidiary, as applicable, for all purposes under this Agreement. Additionally, if a Lender is not also a lender under the end Time Warner Credit Agreement, in the event Time Warner delivers to the Administrative Agent a copy of the period of the four Fiscal Quarters most recently ended for which the Borrower has any certificate delivered financial statements pursuant to Section 5.1(a) or (b); and (z) no Default or Event 6.08 of Default would the Time Warner Credit Agreement, Time Warner will be in existence following such designationdeemed to have satisfied the requirements of this Section 6.

Unrestricted Subsidiaries. (a) The Borrower may designate any Board of its Restricted Subsidiaries to be an Unrestricted Subsidiary if that designation would not cause a Default and if that designation otherwise is consistent with this definition of an Unrestricted Subsidiary. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the Fair Market Value of all outstanding Investments owned by the Borrower and its Restricted Subsidiaries in the Subsidiary properly designated shall be deemed to be an Investment made as Directors or other applicable governing body of the time of the designation and will either reduce the amount available for Restricted Payments under Section 7.5 or be an Investment permitted under Section 7.4, as determined by the Borrower; provided that no designation of an Unrestricted Subsidiary may be made in reliance on Section 7.5(c). Such designation will only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. (b) Any designation of a Subsidiary of the Borrower as an Unrestricted Subsidiary shall be evidenced by the Borrower’s delivery to the Administrative Agent a certified copy of a resolution of the board of directors of the Borrower giving effect to such designation and a certificate of a Responsible Officer certifying that such designation complied with the preceding conditions and was permitted by Section 7.5. If, at any time, any Unrestricted Subsidiary would fail to meet the requirements of an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of this Agreement, and any Indebtedness of such Subsidiary will be deemed to be incurred by a Restricted Subsidiary of the Borrower as of such date and, if such Indebtedness is not permitted to be incurred as of such date under Section 7.1, the Borrower will be in default of Section 7.1 unless such Unrestricted Subsidiary is made to meet such requirements. (c) The Borrower may at any time designate any Restricted Subsidiary as an Unrestricted Subsidiary or designate any Unrestricted Subsidiary as a Restricted Subsidiary, upon receipt by the Administrative Agent of written notice from the Borrower that from and after such notice such subsidiary shall be or cease to be an Unrestricted Subsidiary, as applicable; provided that (i) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing, (ii) other than for purposes of designating a Restricted Subsidiary of the Borrower; provided as an Unrestricted Subsidiary that such designation will be deemed to be an incurrence of Indebtedness and Liens by is a Restricted Subsidiary of the Borrower of any outstanding Indebtedness and Liens of such Unrestricted Special Purpose Receivables Subsidiary, and such designation will only be permitted if (x) such Indebtedness and Liens are permitted under Sections 7.1 and 7.2, (y) the Borrower shall have delivered to the Administrative Agent a Pro Forma Compliance Certificate demonstrating that immediately after giving effect to such designation designation, on a Pro Forma Basis, the Loan Parties would Borrower shall be in compliance with Sections 6.11 and 6.15, if and as applicable at such time (and the financial covenants set Interest Coverage Ratio shall not be less than 2.00:1.00), and, as a condition precedent to the effectiveness of any such designation, the Borrower shall deliver to the Administrative Agent a certificate notifying the Administrative Agent of any such designation and also setting forth in Article VI recomputed reasonable detail the calculations demonstrating compliance with the such covenants. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary shall constitute an Investment under Section 6.01 by the Borrower therein at the date of designation in an amount equal to the net book value of the end Borrower’s investment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the incurrence at the time of designation of any Indebtedness or Liens of such Restricted Subsidiary existing at such time. (b) The Borrower shall cause each Unrestricted Subsidiary to: (i) maintain entity records and books of account separate from those of the period Borrower and its Restricted Subsidiaries, (ii) not commingle its funds or assets with those of any of the four Fiscal Quarters most recently ended for Borrower and its Restricted Subsidiaries and (iii) provide that its board of directors or other analogous governing body will hold all appropriate meetings to authorize and approve such entity’s actions, which meetings will be separate from those of the Borrower has delivered financial statements pursuant to Section 5.1(a) or (b); and (z) no Default or Event of Default would be in existence following such designationits Restricted Subsidiaries.

Unrestricted Subsidiaries. Notwithstanding anything to the contrary contained in this Agreement, (ai) The the Borrower may create or acquire one or more Subsidiaries and designate any of its Restricted (by written notice to the Administrative Agent and each Bank) such Subsidiary or Subsidiaries to be as an Unrestricted Subsidiary if that designation would not cause a Default and if that designation otherwise is consistent with this definition of an "Unrestricted Subsidiary. If a Restricted Subsidiary " (which Unrestricted Subsidiaries may include, without limitation, any Person which is designated as an Unrestricted Subsidiary, the Fair Market Value of all outstanding Investments owned by the Borrower and its Restricted Subsidiaries in the Subsidiary properly designated shall be deemed to be an Investment made as of the time of the designation and will either reduce the amount available for Restricted Payments under Section 7.5 or be an Investment permitted under Section 7.4, as determined by the Borrower; provided that no designation of an Unrestricted Subsidiary may be made in reliance on Section 7.5(c). Such designation will only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. (b) Any designation of a Subsidiary of the Borrower as an Unrestricted Subsidiary shall be evidenced by on the Borrower’s delivery to the Administrative Agent a certified copy of a resolution of the board of directors of the Borrower giving effect to such designation and a certificate of a Responsible Officer certifying that such designation complied with the preceding conditions and was permitted by Section 7.5. IfEffective Date, at any time, any Unrestricted Subsidiary would fail to meet the requirements of an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of this Agreement, and any Indebtedness of such Subsidiary will be deemed to be incurred by a Restricted Subsidiary of the Borrower as of such date and, if such Indebtedness is not permitted to be incurred as of such date under Section 7.1, the Borrower will be in default of Section 7.1 unless (ii) such Unrestricted Subsidiary is made to meet such requirements. (c) The Borrower may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of the Borrower; provided that such designation will be deemed to be an incurrence of Indebtedness and Liens by a Restricted Subsidiary of the Borrower of any outstanding Indebtedness and Liens of such Unrestricted Subsidiary, and such designation will only be permitted if Subsidiaries shall not (x) such Indebtedness and Liens are permitted under Sections 7.1 and 7.2constitute Material Subsidiaries, (y) constitute Subsidiaries for purposes of the Borrower definition of Material Subsidiaries or (z) be subject to Sections 5, 6, 7 or 8 of this Agreement (and the operations, assets and liabilities of such Unrestricted Subsidiaries shall have delivered to the Administrative Agent a Pro Forma Compliance Certificate demonstrating that after giving effect to such designation on a Pro Forma Basis, the Loan Parties would not be included in determining compliance with the financial covenants set forth in Article VI recomputed as Sections 7.10, 7.11 and 7.12, except that the carrying value of such Unrestricted Subsidiaries recorded in accordance with GAAP shall be included in the end definition of Net Worth), (iii) the period of the four Fiscal Quarters most recently ended for which the Borrower has delivered financial statements reports required to be provided hereunder (including, without limitation, those provided pursuant to Section 5.1(a6.01) shall be prepared in a manner (reasonably satisfactory to the Administrative Agent) which distinguishes the operations, assets and liabilities of the Unrestricted Subsidiaries from those of the Borrower and its other Subsidiaries, and (iv) the sum of (x) the aggregate amount paid by the Borrower and its Subsidiaries (other than Unrestricted Subsidiaries) in connection with the acquisitions of all Unrestricted Subsidiaries plus (y) the aggregate amount of liability of and recourse to the Borrower and its Subsidiaries (other than Unrestricted Subsidiaries) relating to the business and operations of all Unrestricted Subsidiaries (whether pursuant to Contingent Obligations or (b); and otherwise) plus (z) no Default or Event the aggregate amount of Default would be investments (including loans, advances and capital contributions) by the Borrower and its Subsidiaries (other than Unrestricted Subsidiaries) in existence following such designation.all Unrestricted Subsidiaries shall not exceed $100,000,000 at any time. * * *

Unrestricted Subsidiaries. (a) The Schedule 6.08 sets forth those Subsidiaries that have been designated as Unrestricted Subsidiaries as of the Restatement Effective Date, which Subsidiaries do not include any Guarantor or a Borrower. A Borrower may designate any other of its Restricted Subsidiaries (other than a Borrower or a Guarantor) as Unrestricted Subsidiaries from time to be time in compliance with the provisions of this Section 6.08. Such Borrower will not designate any of its Subsidiaries as an Unrestricted Subsidiary if that designation would not cause a Default and if that designation otherwise is consistent with this definition of an Unrestricted Subsidiary. If a Restricted unless at the time such Subsidiary is designated as an Unrestricted Subsidiary, the Fair Market Value of all outstanding Investments owned by the Borrower before and its Restricted Subsidiaries in the Subsidiary properly designated shall be deemed to be an Investment made as of the time of the designation and will either reduce the amount available for Restricted Payments under Section 7.5 or be an Investment permitted under Section 7.4, as determined by the Borrower; provided that no designation of an Unrestricted Subsidiary may be made in reliance on Section 7.5(c). Such designation will only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. (b) Any designation of a Subsidiary of the Borrower as an Unrestricted Subsidiary shall be evidenced by the Borrower’s delivery to the Administrative Agent a certified copy of a resolution of the board of directors of the Borrower giving effect to such designation and a certificate of a Responsible Officer certifying that such designation complied with the preceding conditions and was permitted by Section 7.5. If, at any time, any Unrestricted Subsidiary would fail to meet the requirements of an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of this Agreement, and any Indebtedness of such Subsidiary will be deemed to be incurred by a Restricted Subsidiary of the Borrower as of such date and, if such Indebtedness is not permitted to be incurred as of such date under Section 7.1, the Borrower will be in default of Section 7.1 unless such Unrestricted Subsidiary is made to meet such requirements. (c) The Borrower may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of the Borrower; provided that such designation will be deemed to be an incurrence of Indebtedness and Liens by a Restricted Subsidiary of the Borrower of any outstanding Indebtedness and Liens of such Unrestricted Subsidiary, and such designation will only be permitted if (x) such Indebtedness and Liens are permitted under Sections 7.1 and 7.2, (y) the Borrower shall have delivered to the Administrative Agent a Pro Forma Compliance Certificate demonstrating that after giving effect to such designation on a Pro Forma Basispro forma basis, no Event of Default shall have occurred and be continuing, as certified in an Officers’ Certificate delivered to the Loan Parties would Administrative Agent at the time of such designation. Such Officers’ Certificate also shall state the specific purpose for which such designation is being made. All Subsidiaries of Unrestricted Subsidiaries shall be Unrestricted Subsidiaries. (b) A Borrower may designate or redesignate any Unrestricted Subsidiary as a Restricted Subsidiary from time to time in compliance with the financial covenants set forth in Article VI recomputed provisions of this Section 6.08. Such Borrower will not designate or redesignate any Unrestricted Subsidiary as of a Restricted Subsidiary, unless at the end of the period of the four Fiscal Quarters most recently ended for which the Borrower has delivered financial statements pursuant time such Unrestricted Subsidiary is so designated or redesignated as a Restricted Subsidiary, after giving effect to Section 5.1(a) such designation or (b); and (z) redesignation on a pro forma basis, no Default or Event of Default would shall have occurred and be continuing, as certified in existence following an Officer’s Certificate delivered to the Administrative Agent at the time of such designationdesignation or redesignation.

Unrestricted Subsidiaries. Notwithstanding anything to the contrary contained in this Agreement, (ai) The the Borrower may create or acquire one or more Subsidiaries and designate any of its Restricted (by written notice to the Administrative Agent and each Bank) such Subsidiary or Subsidiaries to be as an Unrestricted Subsidiary if that designation would not cause a Default and if that designation otherwise is consistent with this definition of an “Unrestricted Subsidiary. If a Restricted Subsidiary ” (which Unrestricted Subsidiaries may include, without limitation, any Person which is designated as an Unrestricted Subsidiary, the Fair Market Value of all outstanding Investments owned by the Borrower and its Restricted Subsidiaries in the Subsidiary properly designated shall be deemed to be an Investment made as of the time of the designation and will either reduce the amount available for Restricted Payments under Section 7.5 or be an Investment permitted under Section 7.4, as determined by the Borrower; provided that no designation of an Unrestricted Subsidiary may be made in reliance on Section 7.5(c). Such designation will only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. (b) Any designation of a Subsidiary of the Borrower as an Unrestricted Subsidiary shall be evidenced by on the Borrower’s delivery to the Administrative Agent a certified copy of a resolution of the board of directors of the Borrower giving effect to such designation and a certificate of a Responsible Officer certifying that such designation complied with the preceding conditions and was permitted by Section 7.5. IfEffective Date, at any time, any Unrestricted Subsidiary would fail to meet the requirements of an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of this Agreement, and any Indebtedness of such Subsidiary will be deemed to be incurred by a Restricted Subsidiary of the Borrower as of such date and, if such Indebtedness is not permitted to be incurred as of such date under Section 7.1, the Borrower will be in default of Section 7.1 unless (ii) such Unrestricted Subsidiary is made to meet such requirements. (c) The Borrower may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of the Borrower; provided that such designation will be deemed to be an incurrence of Indebtedness and Liens by a Restricted Subsidiary of the Borrower of any outstanding Indebtedness and Liens of such Unrestricted Subsidiary, and such designation will only be permitted if Subsidiaries shall not (x) such Indebtedness and Liens are permitted under Sections 7.1 and 7.2constitute Material Subsidiaries, (y) constitute Subsidiaries for purposes of the Borrower definition of Material Subsidiaries or (z) be subject to Sections 5, 6, 7 or 8 of this Agreement (and the operations, assets and liabilities of such Unrestricted Subsidiaries shall have delivered to the Administrative Agent a Pro Forma Compliance Certificate demonstrating that after giving effect to such designation on a Pro Forma Basis, the Loan Parties would not be included in determining compliance with the financial covenants set forth in Article VI recomputed as Sections 7.10, 7.11 and 7.12, except that the carrying value of such Unrestricted Subsidiaries recorded in accordance with GAAP shall be included in the end definition of Net Worth), (iii) the period of the four Fiscal Quarters most recently ended for which the Borrower has delivered financial statements reports required to be provided hereunder (including, without limitation, those provided pursuant to Section 5.1(a6.01) shall be prepared in a manner (reasonably satisfactory to the Administrative Agent) which distinguishes the operations, assets and liabilities of the Unrestricted Subsidiaries from those of the Borrower and its other Subsidiaries, and (iv) the sum of (x) the aggregate amount paid by the Borrower and its Subsidiaries (other than Unrestricted Subsidiaries) in connection with the acquisitions of all Unrestricted Subsidiaries plus (y) the aggregate amount of liability of and recourse to the Borrower and its Subsidiaries (other than Unrestricted Subsidiaries) relating to the business and operations of all Unrestricted Subsidiaries (whether pursuant to Contingent Obligations or (b); and otherwise) plus (z) no Default or Event the aggregate amount of Default would be investments (including loans, advances and capital contributions) by the Borrower and its Subsidiaries (other than Unrestricted Subsidiaries) in existence following such designationall Unrestricted Subsidiaries shall not exceed $100,000,000 at any time.

Unrestricted Subsidiaries. (ai) The Borrower may designate Designate any of its Restricted Subsidiaries to be an Unrestricted Subsidiary if that designation would not cause a Default and if that designation otherwise is consistent with this definition of an Unrestricted Subsidiary. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the Fair Market Value of all outstanding Investments owned by the Borrower and its Restricted Subsidiaries in the Subsidiary properly designated shall be deemed to be an Investment made as of the time of the designation and will either reduce the amount available for Restricted Payments under Section 7.5 or be an Investment permitted under Section 7.4, as determined by the Borrower; provided that no designation of an Unrestricted Subsidiary may be made in reliance on Section 7.5(c). Such designation will only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. (b) Any designation of a Subsidiary of the Borrower as an Unrestricted Subsidiary shall be evidenced unless such designation is made on or after the Amendment No. 2 Effective Date by the Borrower’s delivery Borrower delivering to the Administrative Agent a certified copy of a resolution of the board of directors of the Borrower giving effect to such designation and a certificate of a Responsible Officer of the Borrower certifying that such designation complied with and the preceding conditions satisfaction of the following conditions: (A) Investments in such Subsidiary by the Borrower and was the Restricted Subsidiaries, as applicable, valued at the fair market value of such Unrestricted Subsidiary immediately prior to the time of such designation, shall be permitted by Section 7.5. If5.02(g), (B) at any time, any Unrestricted Subsidiary would fail to meet the requirements of an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of this Agreement, and any Indebtedness time of such designation, no Default or Event of Default shall have occurred and be continuing or would result therefrom, (C) on a Pro Forma Basis immediately after giving effect to such designation, the Total Net Leverage Ratio shall not exceed 3.00:1.00 and (D) such Subsidiary will be deemed is not a “Restricted Subsidiary” (or “restricted subsidiary” or similar term) under, to be incurred by a Restricted Subsidiary the extent outstanding, the Revolving Facility, the Senior Notes or any other Debt for borrowed money of the Borrower as or any of such date and, if such Indebtedness is not permitted to be incurred as of such date under Section 7.1, the Borrower will be in default of Section 7.1 unless such Unrestricted Subsidiary is made to meet such requirements.its Domestic Subsidiaries that are Material Subsidiaries with an outstanding principal amount exceeding $100,000,000; or (cii) The Borrower may at any time Re-designate any Unrestricted Subsidiary to be as a Restricted Subsidiary of the Borrower; provided that unless such re-designation will be deemed to be an incurrence of Indebtedness and Liens is made by a Restricted Subsidiary of the Borrower of any outstanding Indebtedness and Liens of such Unrestricted Subsidiary, and such designation will only be permitted if (x) such Indebtedness and Liens are permitted under Sections 7.1 and 7.2, (y) the Borrower shall have delivered delivering to the Administrative Agent a Pro Forma Compliance Certificate demonstrating certificate of a Responsible Officer of the Borrower certifying such re-designation and certifying that (A) immediately after giving effect to such re-designation on as a Pro Forma BasisRestricted Subsidiary, such Subsidiary shall be in compliance with the Loan Parties covenants hereunder, (B) at the time of such re-designation, no Default or Event of Default shall have occurred and be continuing or would result therefrom and the Borrower shall be in compliance with the financial covenants set forth in Article VI recomputed Section 5.04 on a Pro Forma Basis immediately after giving effect to such re-designation as of the end of the period of the four Fiscal Quarters most recently ended for which the Borrower has delivered financial statements pursuant to Section 5.1(a) or (b); a Restricted Subsidiary, and (zC) no Default or Event of Default would be in existence following on a Pro Forma Basis immediately after giving effect to such designationre-designation as a Restricted Subsidiary, the Total Net Leverage Ratio shall not exceed 3.00:1.00.

Unrestricted Subsidiaries. (a) The Unless designated as an Unrestricted Subsidiary on Schedule 7.14 as of the date hereof or thereafter, subject to Section 9.16(b), any Person that becomes a Wholly Owned Subsidiary of the Borrower may designate or any of its Restricted Subsidiaries to shall be an Unrestricted Subsidiary if that designation would not cause a Default and if that designation otherwise is consistent with this definition of an Unrestricted Subsidiary. If classified as a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the Fair Market Value of all outstanding Investments owned by the Borrower and its Restricted Subsidiaries in the Subsidiary properly designated shall be deemed to be an Investment made as of the time of the designation and will either reduce the amount available for Restricted Payments under Section 7.5 or be an Investment permitted under Section 7.4, as determined by the Borrower; provided that no designation of an Unrestricted Subsidiary may be made in reliance on Section 7.5(c). Such designation will only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. (b) Any designation of The Borrower may designate by written notification thereof to the Administrative Agent, any Restricted Subsidiary, including a Subsidiary of the Borrower newly formed or newly acquired Subsidiary, as an Unrestricted Subsidiary shall if (i) prior, and after giving effect, to such designation, neither a Default nor a Borrowing Base Deficiency would exist and (ii) such designation is deemed to be evidenced by an Investment in an Unrestricted Subsidiary in an amount equal to the fair market value as of the date of such designation of the Borrower’s delivery direct and indirect ownership interest in such Subsidiary and such Investment would be permitted to be made at the Administrative Agent a certified copy time of a resolution of the board of directors of the Borrower giving effect to such designation and a certificate of a Responsible Officer certifying that such designation complied with the preceding conditions and was permitted by under Section 7.59.05(o). IfExcept as provided in this Section 9.16(b), at any time, any Unrestricted no Restricted Subsidiary would fail to meet the requirements of may be redesignated as an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of this Agreement, and any Indebtedness of such Subsidiary will be deemed to be incurred by a Restricted Subsidiary of the Borrower as of such date and, if such Indebtedness is not permitted to be incurred as of such date under Section 7.1, the Borrower will be in default of Section 7.1 unless such Unrestricted Subsidiary is made to meet such requirements. (c) The Borrower may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of the Borrower; provided that such designation will be deemed to be an incurrence of Indebtedness and Liens by a Restricted Subsidiary of the Borrower of any outstanding Indebtedness and Liens of such Unrestricted Subsidiaryif, and such designation will only be permitted if (x) such Indebtedness and Liens are permitted under Sections 7.1 and 7.2, (y) the Borrower shall have delivered to the Administrative Agent a Pro Forma Compliance Certificate demonstrating that immediately after giving effect to such designation on a Pro Forma Basis, designation: (i) the representations and warranties of the Credit Parties contained in each of the Loan Parties would be Documents are true and correct in compliance with the financial covenants set forth in Article VI recomputed all material respects on and as of such date as if made on and as of the end date of the period such redesignation (or, if stated to have been made expressly as of the four Fiscal Quarters most recently ended for which the Borrower has delivered financial statements pursuant to Section 5.1(a) or an earlier date, were true and correct in all material respects as of such date), (b); and (zii) no Default or Event exists and (iii) the Borrower complies with the requirements of Default would Section 8.13 and Section 8.16. Any such designation shall be treated as a cash dividend in existence following an amount equal to the lesser of (A) the fair market value of the Borrower’s and the Restricted Subsidiaries’ direct and indirect ownership interest in such designationSubsidiary and (B) the amount of the Borrower’s and the Restricted Subsidiaries’ cost basis of their investment previously made for purposes of the limitation on Investments under Section 9.05(g)(iii) and/or Section 9.05(o). (d) No Unrestricted Subsidiary shall have any Debt other than Non-Recourse Debt. The aggregate principal amount of all Non-Recourse Debt outstanding at any one time shall not exceed $120,000,000.

Unrestricted Subsidiaries. (a) The Borrower may designate any of its Restricted Subsidiaries Subject to be an Unrestricted Subsidiary if that designation would not cause a Default and if that designation otherwise is consistent with this the exclusions in the proviso in the definition of an “Unrestricted Subsidiary. If a ”, any Restricted Subsidiary is may be designated as an Unrestricted Subsidiary, Subsidiary and any Unrestricted Subsidiary may be designated as a Restricted Subsidiary upon delivery to the Fair Market Value Administrative Agent of all outstanding Investments owned by the Borrower and its Restricted Subsidiaries in the Subsidiary properly designated shall be deemed to be an Investment made as of the time of the designation and will either reduce the amount available for Restricted Payments under Section 7.5 or be an Investment permitted under Section 7.4, as determined by written notice from the Borrower; provided that (a) immediately before and after such designation, no designation Default or Event of an Unrestricted Subsidiary may Default shall have occurred and be made in reliance on Section 7.5(c). Such designation will only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. continuing, (b) Any designation other than for purposes of designating a Restricted Subsidiary of the Borrower as an Unrestricted Subsidiary shall be evidenced by the Borrower’s delivery to the Administrative Agent in connection with a certified copy of a resolution of the board of directors of the Borrower giving effect to such designation and a certificate of a Responsible Officer certifying that such designation complied with the preceding conditions and was permitted by Section 7.5. IfPermitted Securitization Program, at any time, any Unrestricted Subsidiary would fail to meet the requirements of an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of this Agreement, and any Indebtedness of such Subsidiary will be deemed to be incurred by a Restricted Subsidiary of the Borrower as of such date and, if such Indebtedness is not permitted to be incurred as of such date under Section 7.1, the Borrower will be in default of Section 7.1 unless such Unrestricted Subsidiary is made to meet such requirements. (c) The Borrower may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of the Borrower; provided that such designation will be deemed to be an incurrence of Indebtedness and Liens by a Restricted Subsidiary of the Borrower of any outstanding Indebtedness and Liens of such Unrestricted Subsidiary, and such designation will only be permitted if (x) such Indebtedness and Liens are permitted under Sections 7.1 and 7.2, (y) the Borrower shall have delivered to the Administrative Agent a Pro Forma Compliance Certificate demonstrating that immediately after giving effect to such designation designation, on a Pro Forma Basis, the Loan Parties would Total Leverage Ratio shall be in compliance with the financial covenants set forth in Article VI recomputed equal to or less than 2.50:1.00, (c) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for purposes of any of the end Priority Lien Notes Documents, the Term Loan Documents, the LC Agreement or any documents evidencing any Permitted Refinancing Indebtedness or any Subordinated Indebtedness and (d) each Restricted Subsidiary to be designated as an Unrestricted Subsidiary and its Subsidiaries has not at the time of designation, and does not thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect to any Indebtedness other than (x) Non-Recourse Debt or (y) to the extent it does not constitute Non-Recourse Debt, the Wilpinjong Mandatory Offer to the extent permitted under Section 7.02 (Investments) and Section 7.03 (Indebtedness). The designation of any Restricted Subsidiary as an Unrestricted Subsidiary shall constitute an Investment under Section 7.02 by the Borrower therein at the date of designation in an amount equal to the net book value of the period Borrower’s investment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the four Fiscal Quarters most recently ended for which incurrence at the Borrower has delivered financial statements pursuant to Section 5.1(a) time of designation of any Indebtedness or (b); and (z) no Default or Event Liens of Default would be in existence following such designationRestricted Subsidiary existing at such time.

Unrestricted Subsidiaries. (a) Schedule 6.08 sets forth those Subsidiaries that have been designated as Unrestricted Subsidiaries as of the date hereof, which Subsidiaries do not include any Guarantor or the Borrower. The Borrower may designate any other of its Restricted Subsidiaries (other than the Borrower or a Guarantor) as Unrestricted Subsidiaries from time to be time in compliance with the provisions of this Section 6.08. The Borrower will not designate any of its Subsidiaries as an Unrestricted Subsidiary if that designation would not cause a Default and if that designation otherwise is consistent with this definition of an Unrestricted Subsidiary. If a Restricted unless at the time such Subsidiary is designated as an Unrestricted Subsidiary, the Fair Market Value of all outstanding Investments owned by the Borrower before and its Restricted Subsidiaries in the Subsidiary properly designated shall be deemed to be an Investment made as of the time of the designation and will either reduce the amount available for Restricted Payments under Section 7.5 or be an Investment permitted under Section 7.4, as determined by the Borrower; provided that no designation of an Unrestricted Subsidiary may be made in reliance on Section 7.5(c). Such designation will only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. (b) Any designation of a Subsidiary of the Borrower as an Unrestricted Subsidiary shall be evidenced by the Borrower’s delivery to the Administrative Agent a certified copy of a resolution of the board of directors of the Borrower giving effect to such designation and a certificate of a Responsible Officer certifying that such designation complied with the preceding conditions and was permitted by Section 7.5. If, at any time, any Unrestricted Subsidiary would fail to meet the requirements of an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of this Agreement, and any Indebtedness of such Subsidiary will be deemed to be incurred by a Restricted Subsidiary of the Borrower as of such date and, if such Indebtedness is not permitted to be incurred as of such date under Section 7.1, the Borrower will be in default of Section 7.1 unless such Unrestricted Subsidiary is made to meet such requirements. (c) The Borrower may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of the Borrower; provided that such designation will be deemed to be an incurrence of Indebtedness and Liens by a Restricted Subsidiary of the Borrower of any outstanding Indebtedness and Liens of such Unrestricted Subsidiary, and such designation will only be permitted if (x) such Indebtedness and Liens are permitted under Sections 7.1 and 7.2, (y) the Borrower shall have delivered to the Administrative Agent a Pro Forma Compliance Certificate demonstrating that after giving effect to such designation on a Pro Forma Basispro forma basis, no Event of Default shall have occurred and be continuing, as certified in an Officers’ Certificate delivered to the Loan Parties would Administrative Agent at the time of such designation. Such Officers’ Certificate also shall state the specific purpose for which such designation is being made. All Subsidiaries of Unrestricted Subsidiaries shall be Unrestricted Subsidiaries. (b) The Borrower may designate or re-designate any Unrestricted Subsidiary as a Restricted Subsidiary from time to time in compliance with the financial covenants set forth in Article VI recomputed provisions of this Section 6.08. The Borrower will not designate or re-designate any Unrestricted Subsidiary as of a Restricted Subsidiary, unless at the end of the period of the four Fiscal Quarters most recently ended for which the Borrower has delivered financial statements pursuant time such Unrestricted Subsidiary is so designated or re-designated as a Restricted Subsidiary, after giving effect to Section 5.1(a) such designation or (b); and (z) re-designation on a pro forma basis, no Default or Event of Default would shall have occurred and be continuing, as certified in existence following an Officer’s Certificate delivered to the Administrative Agent at the time of such designation or re-designation.

Unrestricted Subsidiaries. (a) The Borrower Borrowers may at any time on or after the Amendment Effective Date designate any of its Restricted Subsidiaries to be an Unrestricted Subsidiary if that designation would not cause a Default and if that designation otherwise is consistent with this definition of an Unrestricted Subsidiary. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the Fair Market Value of all outstanding Investments owned by the Borrower and its Restricted Subsidiaries in the Subsidiary properly designated shall be deemed to be an Investment made as of the time of the designation and will either reduce the amount available for Restricted Payments under Section 7.5 or be an Investment permitted under Section 7.4, as determined by the Borrower; provided that no designation of an Unrestricted Subsidiary may be made in reliance on Section 7.5(c). Such designation will only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. (b) Any designation of a Subsidiary of the Borrower as an Unrestricted Subsidiary shall be evidenced by the Borrower’s delivery to the Administrative Agent a certified copy of a resolution of the board of directors of the Borrower giving effect to such designation and a certificate of a Responsible Officer certifying that such designation complied with the preceding conditions and was permitted by Section 7.5. If, at any time, or any Unrestricted Subsidiary would fail to meet the requirements of an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of this Agreement, and any Indebtedness of such Subsidiary will be deemed to be incurred by as a Restricted Subsidiary of the Borrower as of such date and, if such Indebtedness is not permitted to be incurred as of such date under Section 7.1, the Borrower will be in default of Section 7.1 unless such Unrestricted Subsidiary is made to meet such requirements. (c) The Borrower may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of the BorrowerSubsidiary; provided that such designation will be deemed to be an incurrence of Indebtedness (a) immediately before and Liens by a Restricted Subsidiary of the Borrower of any outstanding Indebtedness and Liens of such Unrestricted Subsidiary, and such designation will only be permitted if (x) such Indebtedness and Liens are permitted under Sections 7.1 and 7.2, (y) the Borrower shall have delivered to the Administrative Agent a Pro Forma Compliance Certificate demonstrating that after giving effect to such designation on a Pro Forma Basisdesignation, the Loan Parties would be in compliance with the financial covenants set forth in Article VI recomputed as of the end of the period of the four Fiscal Quarters most recently ended for which the Borrower has delivered financial statements pursuant to Section 5.1(a) or (b); and (z) no Default or Event of Default would shall have occurred and be continuing, (b) immediately after giving effect to such designation, the Borrowers shall be in existence following pro forma compliance with the covenants set forth in Section 7.13 (it being understood that if no Fiscal Quarter cited in Section 7.13 has ended, the covenant in Section 7.13 for the first Fiscal Quarter cited in Section 7.13 shall be satisfied as of the last four quarters ended on or prior to such designation) and the Borrower shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance and (c) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of any Indebtedness for borrowed money permitted under Section 7.02 with an aggregate outstanding principal amount in excess of $5,000,000, any Junior Indebtedness or Indebtedness incurred pursuant to Section 7.02(c). The designation of any Subsidiary as an Unrestricted Subsidiary after the Amendment Effective Date shall constitute an Investment by PETIQ therein at the date of designation in an amount equal to the fair market value of the PETIQ’s investment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Investment, Indebtedness and Liens of such Subsidiary existing at such time and (ii) a return on any Investment by PETIQ in such Subsidiary pursuant to the preceding sentence in an amount equal to the fair market value at the date of such designation of PETIQ’s Investment in such Subsidiary. Notwithstanding the foregoing, neither PETIQ nor 119 any direct or indirect parent of PETIQ that is a Subsidiary shall be permitted to be an Unrestricted Subsidiary.

Unrestricted Subsidiaries. (a) The Parent Borrower may designate any Subsidiary of its Restricted Subsidiaries the Parent Borrower (other than a Borrower or any direct or indirect parent of a Borrower) that at the time of determination shall be designated by the Board of Directors of the Parent Borrower in the manner provided, and subject to the restrictions set forth in, clause (b) below. (b) The Board of Directors of the Parent Borrower may designate any Subsidiary of the Parent Borrower (including any existing Subsidiary and any newly acquired or newly formed Subsidiary of the Parent Borrower, but excluding any Borrower or any direct or indirect parent of a Borrower) to be an Unrestricted Subsidiary if Subsidiary; provided, that immediately after giving effect to such designation, no Event of Default shall have occurred and be continuing as a result of such designation. The designation would not cause a Default and if that designation otherwise is consistent with this definition of an Unrestricted Subsidiary. If a any Restricted Subsidiary is designated as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the Parent Borrower (or its applicable Restricted Subsidiary, ) therein at the date of designation in an amount equal to the Fair Market Value of all outstanding Investments owned by the Borrower and its Restricted Subsidiaries in the Subsidiary properly designated shall be deemed to be an Investment made as of the time of the designation and will either reduce the amount available for Restricted Payments under Section 7.5 or be an Investment permitted under Section 7.4, as determined by the Borrower; provided that no designation of an Unrestricted Subsidiary may be made in reliance on Section 7.5(c). Such designation will only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. (b) Any designation of a Subsidiary of the Borrower as an Unrestricted Subsidiary shall be evidenced by the Parent Borrower’s delivery to or the Administrative Agent a certified copy of a resolution of the board of directors of the Borrower giving effect to such designation and a certificate of a Responsible Officer certifying that such designation complied with the preceding conditions and was permitted by Section 7.5. If, at any time, any Unrestricted Subsidiary would fail to meet the requirements of an Unrestricted applicable Restricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of this Agreement, and any Indebtedness of such Subsidiary will be deemed to be incurred by a Restricted Subsidiary of the Borrower as of such date and, if such Indebtedness is not permitted to be incurred as of such date under Section 7.1, the Borrower will be in default of Section 7.1 unless such Unrestricted Subsidiary is made to meet such requirements’s investment therein. (c) The Board of Directors of the Parent Borrower may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary (a “Subsidiary Redesignation”). Any Indebtedness of such Subsidiary and any Liens encumbering its assets at the time of such designation shall be deemed newly incurred or established, as applicable, at such time the Fair Market Value of the Parent Borrower’s or such Restricted Subsidiaries’ investment therein at the time of redesignation shall constitute a return on any investment therein. For the avoidance of doubt, the no Borrower may be designated as an Unrestricted Subsidiary at any time; provided, however, that any Co-Borrower that has ceased to be a Co-Borrower pursuant to Section 11.03 prior to the effectiveness of such designation may be designated as an Unrestricted Subsidiary (provided that such designation will is otherwise permitted hereunder). Notwithstanding the foregoing, (i) no ownership of intellectual property may be deemed transferred to be (including by way of an incurrence of Indebtedness and Liens exclusive license) an Unrestricted Subsidiary by a Restricted Subsidiary any Borrower Party to the extent such intellectual property is material to the business of the Borrower of any outstanding Indebtedness and Liens of such Unrestricted Subsidiary, and such designation will only be permitted if Parties (xtaken as a whole) such Indebtedness and Liens are permitted under Sections 7.1 and 7.2, (y) the Borrower shall have delivered to the Administrative Agent a Pro Forma Compliance Certificate demonstrating that after giving effect to such designation on a Pro Forma Basistransfer (or exclusive license) (such intellectual property, the Loan Parties would be in compliance with the financial covenants set forth in Article VI recomputed as of the end of the period of the four Fiscal Quarters most recently ended for which the Borrower has delivered financial statements pursuant to Section 5.1(a“Material IP”) or (b); and (z) no Default or Event of Default would be in existence following such designation.and

Unrestricted Subsidiaries. (a) The Borrower may designate at any time designate, by a certificate executed by a Responsible Officer of its the Borrower, any Restricted Subsidiaries Subsidiary as an Unrestricted Subsidiary; provided that (i) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing, (ii) the Borrower is in pro forma compliance with the financial covenants set forth in Section 7.11 immediately after giving effect to such designation as of the last day of the most recent fiscal quarter of the Borrower for which financial statements have been delivered pursuant to Section 6.01(a) or (b), (iii) after giving effect to such designation, (A) such Unrestricted Subsidiary shall have no Indebtedness other than Non-Recourse Debt, (B) neither the Borrower nor any Restricted Subsidiary will have any direct or indirect obligation for any obligation or liability of such Unrestricted Subsidiary (other than a pledge of Equity Interests in any Unrestricted Subsidiary) and (C) neither the Borrower nor any Restricted Subsidiary will be required to maintain or preserve such Unrestricted Subsidiary’s financial condition or cause such Unrestricted Subsidiary to achieve any specified level of operating results, (iv) such Unrestricted Subsidiary does not own, directly or indirectly, any Equity Interests of the Borrower or any Restricted Subsidiary and (v) no Subsidiary may be designated as an Unrestricted Subsidiary if that it is a “Restricted Subsidiary” for the purpose of any Indebtedness of the Borrower or its Restricted Subsidiaries. The designation would not cause a Default and if that designation otherwise is consistent with this definition of an Unrestricted Subsidiary. If a Restricted any Subsidiary is designated as an Unrestricted Subsidiary, Subsidiary shall constitute an Investment by the Borrower or the relevant Restricted Subsidiary (as applicable) therein at the date of designation in an amount equal to the Fair Market Value of all such Person’s outstanding Investments owned by the Borrower and its Restricted Subsidiaries in the Subsidiary properly designated shall be deemed to be an Investment made as of the time of the designation and will either reduce the amount available for Restricted Payments under Section 7.5 or be an Investment permitted under Section 7.4, as determined by the Borrower; provided that no designation of an Unrestricted Subsidiary may be made in reliance on Section 7.5(c). Such designation will only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiarytherein. (b) Any designation of a Subsidiary of the Borrower as an Unrestricted Subsidiary shall be evidenced by the Borrower’s delivery to the Administrative Agent a certified copy of a resolution of the board of directors of the Borrower giving effect to such designation and a certificate of a Responsible Officer certifying that such designation complied with the preceding conditions and was permitted by Section 7.5. If, at any time, any Unrestricted Subsidiary would fail to meet the requirements of an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of this Agreement, and any Indebtedness of such Subsidiary will be deemed to be incurred by a Restricted Subsidiary of the Borrower as of such date and, if such Indebtedness is not permitted to be incurred as of such date under Section 7.1, the Borrower will be in default of Section 7.1 unless such Unrestricted Subsidiary is made to meet such requirements. (c) The Borrower may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of the BorrowerSubsidiary; provided that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of any outstanding Indebtedness of such Unrestricted Subsidiary and an incurrence of Liens by a Restricted Subsidiary of on the Borrower of any outstanding Indebtedness and Liens property of such Unrestricted Subsidiary, and such designation will only be permitted if (xi) such Indebtedness is permitted under Section 7.02 and such Liens are permitted under Sections 7.1 and 7.2Section 7.01, (y) the Borrower shall have delivered to the Administrative Agent a Pro Forma Compliance Certificate demonstrating that after giving effect to such designation on a Pro Forma Basis, the Loan Parties would be in compliance with the financial covenants set forth in Article VI recomputed as of the end of the period of the four Fiscal Quarters most recently ended for which the Borrower has delivered financial statements pursuant to Section 5.1(a) or (b); and (zii) no Default or Event of Default would be in existence and continuing immediately following such designation, (iii) all representations and warranties herein will be true and correct in all material respects as if remade at the time of such designation, except to the extent such representations and warranties specifically refer to an earlier date, in which case they were true and correct in all material respects as of such earlier date, (iv) the Borrower is in pro forma compliance with the financial covenants set forth in Section 7.11 immediately after giving effect to such designation as of the last day of the most recent fiscal quarter of the Borrower for which financial statements have been delivered pursuant to Section 6.01(a) or (b), and (v) such Subsidiary becomes a Loan Party to the extent required by Section 6.12.

Unrestricted Subsidiaries. (a) The Borrower Agent may at any time designate any of its Restricted Subsidiaries to Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation, no Default shall have occurred and be continuing, (ii) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if that designation would not cause a Default and if that designation otherwise is consistent with this definition of it was previously designated an Unrestricted Subsidiary or if any of its Subsidiaries is a Restricted Subsidiary (unless such Subsidiaries are being designated as Unrestricted Subsidiaries simultaneously therewith), (iii) immediately after giving effect to such designation (A) the Borrowers and the Restricted Subsidiaries shall be in compliance, on a historical pro forma basis, with the covenants set forth in Sections 8.02 and 8.12, (B) Pro Forma Availability shall be at least the greater of 25% of the Aggregate Commitments,Loan Cap and $43,750,000, (C) the aggregate amount of net sales of the Unrestricted Subsidiaries shall not exceed 10% of the aggregate amount of net sales of the Company and its Subsidiaries on a consolidated basis, (D) the consolidated EBITDA (measured on the same basis as “Consolidated EBITDA” provided herein, but for the Unrestricted Subsidiaries only) of the Unrestricted Subsidiaries shall not exceed 10% of the Consolidated EBITDA (measured as if all Subsidiaries were Restricted Subsidiaries for this purpose) of the Company and its Subsidiaries on a consolidated basis, and (E) the aggregate amount of total assets of the Unrestricted Subsidiaries shall not exceed 10% of the total assets of the Company and its Subsidiaries, and (iv) prior to the effectiveness of any such designation, the Borrower Agent shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating compliance with the preceding subsections (iii)(A) through (iii)(E). The designation of any Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Company therein at the date of designation in an amount equal to the sum of (i) the Company's direct or indirect equity ownership percentage of the net worth of such designated Restricted Subsidiary immediately prior to such designation (such net worth to be calculated without regard to any guarantee provided by such designated Restricted Subsidiary. ) and (ii) without duplication, the aggregate principal amount of all Indebtedness owed by such designated Unrestricted Subsidiary and its Subsidiaries (to the extent such Subsidiaries are not previously Unrestricted Subsidiaries) to the Company or any Restricted Subsidiary immediately prior to such designation, all calculated, except as set forth in the parenthetical to clause (i), on a consolidated basis in accordance with GAAP (and such designation shall only be permitted to the extent such Investment is permitted under Section 8.02). (b) If at any time: (i) an Unrestricted Subsidiary becomes a guarantor of the Subordinated Notes, the Senior Notes or of any otherany Indebtedness of the Company or any Restricted Subsidiary, then the Borrower Agent shall provide prompt notice thereof to the Administrative Agent, and in any case within 10 days of such occurrence, and such Subsidiary shall automatically become a Restricted Subsidiary and a Borrower hereunder in compliance with, and otherwise satisfy the provisions of, Section 7.12, or (ii) any of the following occurs: (x) the aggregate amount of net sales of the Unrestricted Subsidiaries exceeds 10% of the aggregate amount of net sales of the Company and its Subsidiaries on a consolidated basis, (y) the consolidated EBITDA (measured on the same basis as “Consolidated EBITDA” provided herein, but for the Unrestricted Subsidiaries only) of the Unrestricted Subsidiaries exceeds 10% of the Consolidated EBITDA (measured as if all Subsidiaries were Restricted Subsidiaries for this purpose) of the Company and its Subsidiaries on a consolidated basis, or (z) the aggregate amount of total assets of the Unrestricted Subsidiaries exceeds 10% of the total assets of the Company and its Subsidiaries, then in any such case the Borrower Agent will promptly, and in any event within 10 days thereafter, designate one or more Unrestricted Subsidiaries a Restricted Subsidiaries so that, after such designation, none of the tests in subsections (x), (y) and (z) is then violated. (c) If at any time a Restricted Subsidiary is designated as an Unrestricted SubsidiarySubsidiary in compliance with this Agreement, the Fair Market Value of all outstanding Investments owned by the Borrower and its Restricted Subsidiaries in the Subsidiary properly designated Administrative Agent shall be deemed to be an Investment made as of authorized to, and shall at the time of the designation and will either reduce the amount available for Restricted Payments under Section 7.5 or be an Investment permitted under Section 7.4, as determined by the Borrower; provided that no designation of an Unrestricted Subsidiary may be made in reliance on Section 7.5(c). Such designation will only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. (b) Any designation of a Subsidiary request of the Borrower as an Unrestricted Subsidiary shall be evidenced by the Borrower’s delivery to the Administrative Agent a certified copy of a resolution of the board of directors of the Borrower giving effect to such designation and a certificate of a Responsible Officer certifying that such designation complied with the preceding conditions and was permitted by Section 7.5. IfAgent, at any time, any Unrestricted Subsidiary would fail to meet the requirements of an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of this Agreement, and any Indebtedness of such Subsidiary will be deemed to be incurred by a Restricted Subsidiary of the Borrower as of such date and, if such Indebtedness is not permitted to be incurred as of such date under Section 7.1, the Borrower will be in default of Section 7.1 unless (i) release such Unrestricted Subsidiary from any Loan Document to which it is made to meet such requirements. (c) The Borrower may at a party and release any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of Administrative Agent's Liens on the Borrower; provided that such designation will be deemed to be an incurrence of Indebtedness and Liens by a Restricted Subsidiary of the Borrower of any outstanding Indebtedness and Liens property or assets of such Unrestricted Subsidiary, and (ii) all Accounts and Inventory of such designation will only Subsidiary shall be permitted if excluded from the Borrowing Base. (xd) If at any time any Unrestricted Subsidiary is designated or becomes a Restricted Subsidiary pursuant to the terms of this Agreement, such Indebtedness Restricted Subsidiary shall, to the extent required thereby, comply with the provisions of Section 7.12 within the time required therein. (e) Except as otherwise provided in the definitions of “Accounts Formula Amount” and Liens are permitted under Sections 7.1 and 7.2“Inventory Formula Amount”, (y) none of the Accounts or Inventory of any Subsidiary newly designated as a Borrower shall have delivered be included in the calculation of the Borrowing Base until Agent has conducted Field Exams and appraisals reasonably required by it with results reasonably satisfactory to the Administrative Agent and the Person owning such Accounts or Inventory shall be a Pro Forma Compliance Certificate demonstrating that after giving effect to such designation on a Pro Forma Basis, the Loan Parties would be in compliance with the financial covenants set forth in Article VI recomputed as (directly or indirectly) wholly-owned Subsidiary of the end of the period of the four Fiscal Quarters most recently ended for which the Borrower has delivered financial statements pursuant to Section 5.1(a) or (b); Company and (z) no Default or Event of Default would be in existence following such designationhave become a Borrower.

Unrestricted Subsidiaries. (a) The Borrower Schedule 6.08 sets forth those Subsidiaries that have been designated as Unrestricted Subsidiaries as of the date hereof, which Subsidiaries do not include any Credit Party. Testing Party may designate any other of its Subsidiaries (other than a Credit Party) as Unrestricted Subsidiaries from time to time in compliance with the provisions of this Section 6.08. Testing Party will not designate any of its Restricted Subsidiaries to be as an Unrestricted Subsidiary if that designation would not cause a Default and if that designation otherwise is consistent with this definition of an Unrestricted Subsidiary. If a Restricted unless at the time such Subsidiary is designated as an Unrestricted Subsidiary, the Fair Market Value of all outstanding Investments owned by the Borrower before and its Restricted Subsidiaries in the Subsidiary properly designated shall be deemed to be an Investment made as of the time of the designation and will either reduce the amount available for Restricted Payments under Section 7.5 or be an Investment permitted under Section 7.4, as determined by the Borrower; provided that no designation of an Unrestricted Subsidiary may be made in reliance on Section 7.5(c). Such designation will only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. (b) Any designation of a Subsidiary of the Borrower as an Unrestricted Subsidiary shall be evidenced by the Borrower’s delivery to the Administrative Agent a certified copy of a resolution of the board of directors of the Borrower giving effect to such designation and a certificate of a Responsible Officer certifying that such designation complied with the preceding conditions and was permitted by Section 7.5. If, at any time, any Unrestricted Subsidiary would fail to meet the requirements of an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of this Agreement, and any Indebtedness of such Subsidiary will be deemed to be incurred by a Restricted Subsidiary of the Borrower as of such date and, if such Indebtedness is not permitted to be incurred as of such date under Section 7.1, the Borrower will be in default of Section 7.1 unless such Unrestricted Subsidiary is made to meet such requirements. (c) The Borrower may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of the Borrower; provided that such designation will be deemed to be an incurrence of Indebtedness and Liens by a Restricted Subsidiary of the Borrower of any outstanding Indebtedness and Liens of such Unrestricted Subsidiary, and such designation will only be permitted if (x) such Indebtedness and Liens are permitted under Sections 7.1 and 7.2, (y) the Borrower shall have delivered to the Administrative Agent a Pro Forma Compliance Certificate demonstrating that after giving effect to such designation on a Pro Forma Basispro forma basis, no Event of Default shall have occurred and be continuing, as certified in an Officers' Certificate delivered to the Loan Parties would Administrative Agent at the time of such designation. Such Officers' Certificate also shall state the specific purpose for which such designation is being made. All Subsidiaries of Unrestricted Subsidiaries shall be Unrestricted Subsidiaries. (b) Testing Party may designate or re-designate any Unrestricted Subsidiary as a Restricted Subsidiary from time to time in compliance with the financial covenants set forth in Article VI recomputed provisions of this Section 6.08. Testing Party will not designate or re-designate any Unrestricted Subsidiary as of a Restricted Subsidiary, unless at the end of the period of the four Fiscal Quarters most recently ended for which the Borrower has delivered financial statements pursuant time such Unrestricted Subsidiary is so designated or re-designated as a Restricted Subsidiary, after giving effect to Section 5.1(a) such designation or (b); and (z) re-designation on a pro forma basis, no Default or Event of Default would shall have occurred and be continuing, as certified in existence following an Officer's Certificate delivered to the Administrative Agent at the time of such designation or re-designation.

Unrestricted Subsidiaries. (a) The Borrower may will not, and will not permit any Restricted Subsidiaries to, create or otherwise designate any of its Restricted Subsidiaries to be Subsidiary as an Unrestricted Subsidiary if that designation would not cause a Default and if that designation otherwise is consistent with this definition of an Unrestricted Subsidiary. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, unless the Fair Market Value of all outstanding Investments owned by the Borrower and its Restricted Subsidiaries terms set forth in the Subsidiary properly designated shall be deemed to be an Investment made as of the time of the designation and will either reduce the amount available for Restricted Payments under Section 7.5 or be an Investment permitted under Section 7.4, as determined by the Borrower; provided that no designation of an Unrestricted Subsidiary may be made in reliance on Section 7.5(c). Such designation will only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary are complied with respect to such Subsidiary and no Default would result from the designation, creation and operation of such Unrestricted Subsidiary. (b) Any designation The Borrower will not, and will not permit any Restricted Subsidiaries to, without the prior written consent of the Majority Lenders, change the characterization of a Subsidiary of the Borrower as from a Restricted Subsidiary to an Unrestricted Subsidiary shall be evidenced by or an Unrestricted Subsidiary to a Restricted Subsidiary; provided, however, the Borrower’s delivery to the Administrative Agent a certified copy of a resolution prior written consent of the board of directors of Majority Lenders shall not be required to (i) change the Borrower giving effect to such designation and a certificate of a Responsible Officer certifying that such designation complied with the preceding conditions and was permitted by Section 7.5. If, at any time, any Unrestricted Subsidiary would fail to meet the requirements characterization of an Unrestricted Subsidiary, it will thereafter cease Subsidiary to be an Unrestricted Subsidiary for purposes of this Agreement, and any Indebtedness of such Subsidiary will be deemed to be incurred by a Restricted Subsidiary of the Borrower as of such date and, if such Indebtedness is not permitted to be incurred as of such date under Section 7.1, the Borrower will be in default of Section 7.1 unless such Unrestricted Subsidiary is made to meet such requirements. (c) The Borrower may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of the Borrower; provided that such designation will be deemed to be an incurrence of Indebtedness and Liens by a Restricted Subsidiary of the Borrower of any outstanding Indebtedness and Liens of such Unrestricted Subsidiary, and such designation will only be permitted if (x) such Indebtedness and Liens are permitted under Sections 7.1 and 7.2, (y) the Borrower shall have delivered to the Administrative Agent a Pro Forma Compliance Certificate demonstrating that after giving effect to such designation on a Pro Forma Basis, the Loan Parties would be in compliance with the financial covenants set forth in Article VI recomputed as of the end of the period of the four Fiscal Quarters most recently ended for which the Borrower has delivered financial statements pursuant to Section 5.1(a) or (b); and (zA) no Default or Event of Default shall have occurred and be continuing at such time or would result therefrom, (B) after giving effect to such re-characterization, each of the representations and warranties made by the Borrower in the Loan Documents shall be true and correct in existence following all material respects, (C) such designationSubsidiary shall have complied with the provisions of Section 8.09(d) and (D) the Borrower provides the Agent five (5) days advance written notice of its intent to re-characterize such Subsidiary or (ii) change the characterization of a Restricted Subsidiary to an Unrestricted Subsidiary if (A) no Default or Event of Default shall have occurred and be continuing or would result therefrom, and on the date of such recharacterization, all investments made by the Borrower or any other Restricted Subsidiary in such (c) The Borrower will not, and will not permit any Restricted Subsidiary to, permit any Unrestricted Subsidiary to fail to comply with the requirements set forth in the definition of "Unrestricted Subsidiary."

Unrestricted Subsidiaries. (a) The Borrower may designate at any time designate, by a certificate executed by a Responsible Officer of its the Borrower, any Restricted Subsidiaries Subsidiary as an Unrestricted Subsidiary; provided that (1) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing, (2) the Borrower is in compliance, on a Pro Forma Basis, with the Financial Performance Covenants immediately after giving effect to such designation as of the last day of the most recent fiscal quarter of the Borrower for which financial statements have been delivered pursuant to Section 5.04, (3) such Unrestricted Subsidiary does not own, directly or indirectly, any Equity Interests of the Borrower or any Restricted Subsidiary, (4) no Subsidiary may be designated as an Unrestricted Subsidiary if that designation would not cause it is a Default and if that designation otherwise is consistent with this definition “Restricted Subsidiary” for the purpose of an Unrestricted Subsidiary. If a Restricted Subsidiary is designated as an Unrestricted Subsidiarythe Existing Notes, the Fair Market Value Existing CMLP Notes, any Permitted Junior Debt or any Permitted Refinancing Indebtedness with respect to any of the foregoing and (5) the total assets of all outstanding Investments owned by the Borrower and its Restricted Unrestricted Subsidiaries in the Subsidiary properly designated shall be deemed less than 3.25% of Consolidated Total Assets immediately after giving effect to be an Investment made as of the time of the designation and will either reduce the amount available for Restricted Payments under Section 7.5 or be an Investment permitted under Section 7.4, as determined by the Borrower; provided that no such designation. The designation of an Unrestricted any Subsidiary may be made in reliance on Section 7.5(c). Such designation will only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. (b) Any designation of a Subsidiary of the Borrower as an Unrestricted Subsidiary shall be evidenced constitute an Investment by the Borrower’s delivery Borrower or the relevant Restricted Subsidiary (as applicable) therein at the date of designation in an amount equal to the Administrative Agent a certified copy net book value of a resolution of the board of directors of the Borrower giving effect to all such designation and a certificate of a Responsible Officer certifying that such designation complied with the preceding conditions and was permitted by Section 7.5. If, at any time, any Unrestricted Subsidiary would fail to meet the requirements of an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of this Agreement, and any Indebtedness of such Subsidiary will be deemed to be incurred by a Restricted Subsidiary of the Borrower as of such date and, if such Indebtedness is not permitted to be incurred as of such date under Section 7.1, the Borrower will be in default of Section 7.1 unless such Unrestricted Subsidiary is made to meet such requirementsPerson’s outstanding Investment therein. (cb) The Borrower may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of the BorrowerSubsidiary; provided that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of any outstanding Indebtedness of such Unrestricted Subsidiary and an incurrence of Liens by a Restricted Subsidiary of on the Borrower of any outstanding Indebtedness and Liens property of such Unrestricted Subsidiary, and such designation will only be permitted if (xi) such Indebtedness is permitted under Section 6.01 and such Liens are permitted under Sections 7.1 and 7.2Section 6.02, (y) the Borrower shall have delivered to the Administrative Agent a Pro Forma Compliance Certificate demonstrating that after giving effect to such designation on a Pro Forma Basis, the Loan Parties would be in compliance with the financial covenants set forth in Article VI recomputed as of the end of the period of the four Fiscal Quarters most recently ended for which the Borrower has delivered financial statements pursuant to Section 5.1(a) or (b); and (zii) no Default or Event of Default would be in existence immediately following such designation, (iii) the Borrower is in compliance, on a Pro Forma Basis, with the Financial Performance Covenants immediately after giving effect to such designation as of the last day of the most recent fiscal quarter of the Borrower for which financial statements have been delivered pursuant to Section 5.04 and (iv) such Subsidiary becomes a Subsidiary Loan Party to the extent required by Section 5.10 and the Collateral and Guarantee Requirement is satisfied with respect to such Subsidiary and with respect to any Equity Interest in or Indebtedness of such Subsidiary owned by or on behalf of any Loan Party.

Unrestricted Subsidiaries. (a) The Borrower may designate any of its Restricted Subsidiaries to be an Unrestricted Subsidiary if that designation would not cause a Default and if that designation otherwise is consistent with this definition of an Unrestricted Subsidiary. If a Any Restricted Subsidiary is may be designated as an Unrestricted Subsidiary, the Fair Market Value of all outstanding Investments owned by the Borrower Subsidiary and its Restricted Subsidiaries in the Subsidiary properly designated shall be deemed to be an Investment made as of the time of the designation and will either reduce the amount available for Restricted Payments under Section 7.5 or be an Investment permitted under Section 7.4, as determined by the Borrower; provided that no designation of an any Unrestricted Subsidiary may be made in reliance on Section 7.5(c). Such designation will only be permitted if the Investment would be permitted at that time and if the designated as a Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. (b) Any designation of a Subsidiary of the Borrower as an Unrestricted Subsidiary shall be evidenced by the Borrower’s upon delivery to the Administrative Agent a certified copy of a resolution of written notice from the board of directors of the Borrower giving effect to such designation and a certificate of a Responsible Officer certifying that such designation complied with the preceding conditions and was permitted by Section 7.5. If, at any time, any Unrestricted Subsidiary would fail to meet the requirements of an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of this Agreement, and any Indebtedness of such Subsidiary will be deemed to be incurred by a Restricted Subsidiary of the Borrower as of such date and, if such Indebtedness is not permitted to be incurred as of such date under Section 7.1, the Borrower will be in default of Section 7.1 unless such Unrestricted Subsidiary is made to meet such requirements. (c) The Borrower may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of the BorrowerBorrowers; provided that (a) immediately before and after such designation will designation, no Default or Event of Default shall have occurred and be deemed to be an incurrence of Indebtedness and Liens by a Restricted Subsidiary of the Borrower of any outstanding Indebtedness and Liens of such Unrestricted Subsidiary, and such designation will only be permitted if (x) such Indebtedness and Liens are permitted under Sections 7.1 and 7.2continuing, (yb) the Borrower shall have delivered to the Administrative Agent a Pro Forma Compliance Certificate demonstrating that immediately after giving effect to such designation designation, on a Pro Forma Basis, the Loan Parties would Total Leverage Ratio shall be in compliance with the financial covenants set forth in Article VI recomputed equal to or less than 2.00:1.00, (c) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” (or equivalent) for purposes of any of the end ABL Credit Documents or any documents evidencing any Permitted Refinancing Indebtedness or any Subordinated Indebtedness and (d) each Restricted Subsidiary to be designated as an Unrestricted Subsidiary and its Subsidiaries has not at the time of designation, and does not thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect to any Indebtedness other than Non-Recourse Debt. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary shall constitute an Investment under Section 7.02 by the Borrowers in such Unrestricted Subsidiary at the date of designation in an amount equal to the net book value of the period Borrowers’ investment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the four Fiscal Quarters most recently ended for which incurrence at the Borrower has delivered financial statements pursuant to Section 5.1(a) time of designation of any Indebtedness or (b); and (z) no Default or Event Liens of Default would be in existence following such designationRestricted Subsidiary existing at such time.

Unrestricted Subsidiaries. (a) Schedule 6.08 sets forth those Subsidiaries that have been designated as Unrestricted Subsidiaries as of the date hereof, which Subsidiaries do not include any Guarantor. The Borrower may designate any of its Restricted Subsidiaries (other than a Guarantor) as Unrestricted Subsidiaries from time to be time in compliance with the provisions of this Section 6.08. The Borrower will not designate any of its Subsidiaries as an Unrestricted Subsidiary if that designation would not cause a Default and if that designation otherwise is consistent with this definition of an Unrestricted Subsidiary. If a Restricted unless at the time such Subsidiary is designated as an Unrestricted Subsidiary, the Fair Market Value of all outstanding Investments owned by the Borrower before and its Restricted Subsidiaries in the Subsidiary properly designated shall be deemed to be an Investment made as of the time of the designation and will either reduce the amount available for Restricted Payments under Section 7.5 or be an Investment permitted under Section 7.4, as determined by the Borrower; provided that no designation of an Unrestricted Subsidiary may be made in reliance on Section 7.5(c). Such designation will only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. (b) Any designation of a Subsidiary of the Borrower as an Unrestricted Subsidiary shall be evidenced by the Borrower’s delivery to the Administrative Agent a certified copy of a resolution of the board of directors of the Borrower giving effect to such designation and a certificate of a Responsible Officer certifying that such designation complied with the preceding conditions and was permitted by Section 7.5. If, at any time, any Unrestricted Subsidiary would fail to meet the requirements of an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of this Agreement, and any Indebtedness of such Subsidiary will be deemed to be incurred by a Restricted Subsidiary of the Borrower as of such date and, if such Indebtedness is not permitted to be incurred as of such date under Section 7.1, the Borrower will be in default of Section 7.1 unless such Unrestricted Subsidiary is made to meet such requirements. (c) The Borrower may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of the Borrower; provided that such designation will be deemed to be an incurrence of Indebtedness and Liens by a Restricted Subsidiary of the Borrower of any outstanding Indebtedness and Liens of such Unrestricted Subsidiary, and such designation will only be permitted if (x) such Indebtedness and Liens are permitted under Sections 7.1 and 7.2, (y) the Borrower shall have delivered to the Administrative Agent a Pro Forma Compliance Certificate demonstrating that after giving effect to such designation on a Pro Forma Basispro forma basis, no Event of Default shall have occurred and be continuing, as certified in a certificate of a Responsible Officer delivered to the Loan Parties would Administrative Agent at the time of such designation. Such certificate also shall state the specific purpose for which such designation is being made. All Subsidiaries of Unrestricted Subsidiaries shall be Unrestricted Subsidiaries. (a) The Borrower may designate or re-designate any Unrestricted Subsidiary as a Restricted Subsidiary from time to time in compliance with the financial covenants set forth in Article VI recomputed provisions of this Section 6.08. The Borrower will not designate or re-designate any Unrestricted Subsidiary as of a Restricted Subsidiary, unless at the end of the period of the four Fiscal Quarters most recently ended for which the Borrower has delivered financial statements pursuant time such Unrestricted Subsidiary is so designated or re-designated as a Restricted Subsidiary, after giving effect to Section 5.1(a) such designation or (b); and (z) re-designation on a pro forma basis, no Default or Event of Default would shall have occurred and be continuing, as certified in existence following a certificate of a Responsible Officer delivered to the Administrative Agent at the time of such designation or re-designation.

Unrestricted Subsidiaries. (a) The After the Covenant Changeover Date, the Borrower may designate any of its Restricted Subsidiaries to be a Subsidiary as an Unrestricted Subsidiary if that designation would not cause a Default and if that designation otherwise is consistent with this definition of an “Unrestricted Subsidiary. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary” by written notification thereof to the Administrative Agent, the Fair Market Value provided that (i) no Default or Event of all outstanding Investments owned by the Borrower and its Restricted Subsidiaries in the Subsidiary properly designated shall be deemed to be an Investment made as of Default exists at the time of or after giving effect to such designation, (ii) the designation and will either reduce the amount available for Restricted Payments under Section 7.5 or be an Investment permitted under Section 7.4Borrower is in Pro Forma Compliance, as determined by the Borrower; provided that no designation of an Unrestricted Subsidiary may be made in reliance on Section 7.5(c). Such designation will only be permitted if the Investment would be permitted (iii) at that time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. all times after giving effect to such designation, (bA) Any designation of a Subsidiary none of the Borrower as an holders of any Indebtedness, obligations or liabilities of such Unrestricted Subsidiary shall be evidenced by the Borrower’s delivery have any direct or indirect recourse to the Administrative Agent a certified copy Relevant Parties or any of a resolution their respective Properties for the payment of the board of directors of such Indebtedness, obligations or liabilities, other than as contemplated by Section 9.02(e)(ii) and (B) neither the Borrower nor any Restricted Subsidiary will be required to maintain or preserve such Unrestricted Subsidiary’s financial condition or cause such Unrestricted Subsidiary to achieve any specified level of operating results, (iv) such Unrestricted Subsidiary does not own, directly or indirectly, any Equity Interests in the Borrower or any Restricted Subsidiary upon giving effect to such designation and a certificate of a Responsible Officer certifying that such designation complied with the preceding conditions and was permitted by Section 7.5. If, at any time, any Unrestricted (v) no Subsidiary would fail to meet the requirements of an Unrestricted Subsidiary, it will thereafter cease to may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for purposes the purpose of this Agreement, and any Indebtedness of such the Borrower or its Restricted Subsidiaries. The designation of any Subsidiary will be deemed to be incurred as an Unrestricted Subsidiary shall constitute an Investment by a the Borrower or the relevant Restricted Subsidiary (as applicable) therein at the date of designation in an amount equal to the Borrower fair market value of all such Person’s outstanding Investment therein pursuant to which Section 9.05 shall apply. No Restricted Subsidiary may be re-designated as of such date and, if such Indebtedness is not permitted to be incurred as of such date under Section 7.1, the Borrower will be in default of Section 7.1 unless such an “Unrestricted Subsidiary is made to meet such requirementsSubsidiary”. (cb) The Borrower may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of the BorrowerSubsidiary; provided that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of any outstanding Indebtedness of such Unrestricted Subsidiary and an incurrence of Liens by a Restricted Subsidiary of on the Borrower of any outstanding Indebtedness and Liens property of such Unrestricted SubsidiarySubsidiary then subject to any Liens, and such designation will only be permitted if (xi) such Indebtedness is permitted under Section 9.02 and such Liens are permitted under Sections 7.1 and 7.2Section 9.03, (y) the Borrower shall have delivered to the Administrative Agent a Pro Forma Compliance Certificate demonstrating that after giving effect to such designation on a Pro Forma Basis, the Loan Parties would be in compliance with the financial covenants set forth in Article VI recomputed as of the end of the period of the four Fiscal Quarters most recently ended for which the Borrower has delivered financial statements pursuant to Section 5.1(a) or (b); and (zii) no Default or Event of Default would be in existence immediately following such designation, (iii) all representations and warranties herein with respect to such designated Restricted Subsidiary will be true and correct in all material respects (without duplication of any materiality qualifier) as if remade at the time of such designation, except to the extent such representations and warranties specifically refer to an earlier date, in which case they were true and correct in all material respects (without duplication of any materiality qualifier) as of such earlier date, (iv) the Borrower is in Pro Forma Compliance and (v) such Subsidiary becomes a Guarantor pursuant to, and otherwise satisfies the requirements of, Section 8.14 on such date.

Unrestricted Subsidiaries. (a) The Borrower may designate any Board of its Restricted Subsidiaries to be an Unrestricted Subsidiary if that designation would not cause a Default and if that designation otherwise is consistent with this definition of an Unrestricted Subsidiary. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the Fair Market Value of all outstanding Investments owned by the Borrower and its Restricted Subsidiaries in the Subsidiary properly designated shall be deemed to be an Investment made as Directors or other applicable governing body of the time of the designation and will either reduce the amount available for Restricted Payments under Section 7.5 or be an Investment permitted under Section 7.4, as determined by the Borrower; provided that no designation of an Unrestricted Subsidiary may be made in reliance on Section 7.5(c). Such designation will only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. (b) Any designation of a Subsidiary of the Borrower as an Unrestricted Subsidiary shall be evidenced by the Borrower’s delivery to the Administrative Agent a certified copy of a resolution of the board of directors of the Borrower giving effect to such designation and a certificate of a Responsible Officer certifying that such designation complied with the preceding conditions and was permitted by Section 7.5. If, at any time, any Unrestricted Subsidiary would fail to meet the requirements of an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of this Agreement, and any Indebtedness of such Subsidiary will be deemed to be incurred by a Restricted Subsidiary of the Borrower as of such date and, if such Indebtedness is not permitted to be incurred as of such date under Section 7.1, the Borrower will be in default of Section 7.1 unless such Unrestricted Subsidiary is made to meet such requirements. (c) The Borrower may at any time designate any Restricted Subsidiary as an Unrestricted Subsidiary or designate any Unrestricted Subsidiary as a Restricted Subsidiary, upon receipt by the Administrative Agent of written notice from the Borrower that from and after such notice such subsidiary shall be or cease to be an Unrestricted Subsidiary, as applicable; provided that (i) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing, (ii) other than for purposes of designating a Restricted Subsidiary of the Borrower; provided as an Unrestricted Subsidiary that such designation will be deemed to be an incurrence of Indebtedness and Liens by is a Restricted Subsidiary of the Borrower of any outstanding Indebtedness and Liens of such Unrestricted Special Purpose Receivables Subsidiary, and such designation will only be permitted if (x) such Indebtedness and Liens are permitted under Sections 7.1 and 7.2, (y) the Borrower shall have delivered to the Administrative Agent a Pro Forma Compliance Certificate demonstrating that immediately after giving effect to such designation designation, on a Pro Forma Basis, the Loan Parties would Borrower shall be in compliance with Sections 6.10, 6.11 and 6.15, if and as applicable at such time (and if Section 6.10 shall not be applicable at such time, the financial covenants set Interest Coverage Ratio shall not be less than 2.00:1.00), and, as a condition precedent to the effectiveness of any such designation, the Borrower shall deliver to the Administrative Agent a certificate notifying the Administrative Agent of any such designation and also setting forth in Article VI recomputed reasonable detail the calculations demonstrating compliance with the such covenants. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary shall constitute an Investment under Section 6.01 by the Borrower therein at the date of designation in an amount equal to the net book value of the end Borrower’s investment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the incurrence at the time of designation of any Indebtedness or Liens of such Restricted Subsidiary existing at such time. (b) The Borrower shall cause each Unrestricted Subsidiary to: (i) maintain entity records and books of account separate from those of the period Borrower and its Restricted Subsidiaries, (ii) not commingle its funds or assets with those of any of the four Fiscal Quarters most recently ended for Borrower and its Restricted Subsidiaries and (iii) provide that its board of directors or other analogous governing body will hold all appropriate meetings to authorize and approve such entity’s actions, which meetings will be separate from those of the Borrower has delivered financial statements pursuant to Section 5.1(a) or (b); and (z) no Default or Event of Default would be in existence following such designationits Restricted Subsidiaries.

Unrestricted Subsidiaries. (a) The Borrower may designate at any time designate, by a certificate executed by a Responsible Officer of its the Borrower, (i) any Restricted Subsidiaries to be Subsidiary as an Unrestricted Subsidiary if and (ii) any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (w) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing, (x) the Borrower is in Financial Covenant Compliance immediately after giving effect to such designation would not cause a Default and if that designation otherwise is consistent with this definition of (y) no Material Contracts may be assigned to an Unrestricted Subsidiary. If The designation of any Restricted Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Borrower or the relevant Restricted Subsidiary (as applicable) therein at the date of designation in an amount equal to the aggregate fair market value of all such Person’s outstanding investment therein, and such designation will only be permitted if such Investment is permitted under Section 6.04. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the Fair Market Value of all outstanding Investments owned by the Borrower and its Restricted Subsidiaries in the Subsidiary properly designated shall be deemed to be an Investment made as incurrence of the time Indebtedness, Liens and Investments by a Restricted Subsidiary of the designation any outstanding Indebtedness, Liens and will either reduce the amount available for Restricted Payments under Section 7.5 or be an Investment permitted under Section 7.4, as determined by the Borrower; provided that no designation Investments of an such Unrestricted Subsidiary may be made in reliance on Section 7.5(c). Such at the date of designation, and such designation will only be permitted if the Investment would be such Indebtedness is permitted at that time under Section 6.01, such Liens are permitted under Section 6.02 and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiarysuch Investments are permitted by Section 6.04. (b) Any designation of a Subsidiary of the Borrower as an Unrestricted Subsidiary shall will be evidenced to the Administrative Agent by the Borrower’s delivery delivering to the Administrative Agent a certified copy of certificate executed by a resolution of the board of directors Responsible Officer of the Borrower giving effect to such designation and a certificate of a Responsible Officer certifying that such designation complied with the preceding applicable conditions and was permitted by set forth in Section 7.5. 5.14(a). (c) If, at any time, any Unrestricted Subsidiary would should fail to meet the preceding requirements of as an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for the purposes of this Agreement, Agreement and any Indebtedness Indebtedness, Liens and Investments of such Subsidiary will be deemed to be incurred by a Restricted Subsidiary of the Borrower as of such date and, if such Indebtedness is Indebtedness, Liens and Investments are not permitted to be incurred as of such date under Section 7.16.01, Section 6.02 or Section 6.04, as applicable, the Borrower will be in default of Section 7.1 unless such Unrestricted Subsidiary is made to meet such requirementscovenants. (c) The Borrower may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of the Borrower; provided that such designation will be deemed to be an incurrence of Indebtedness and Liens by a Restricted Subsidiary of the Borrower of any outstanding Indebtedness and Liens of such Unrestricted Subsidiary, and such designation will only be permitted if (x) such Indebtedness and Liens are permitted under Sections 7.1 and 7.2, (y) the Borrower shall have delivered to the Administrative Agent a Pro Forma Compliance Certificate demonstrating that after giving effect to such designation on a Pro Forma Basis, the Loan Parties would be in compliance with the financial covenants set forth in Article VI recomputed as of the end of the period of the four Fiscal Quarters most recently ended for which the Borrower has delivered financial statements pursuant to Section 5.1(a) or (b); and (z) no Default or Event of Default would be in existence following such designation.

Unrestricted Subsidiaries. (a) The Borrower may designate any from time to time deliver to Administrative Agent an Officers’ Certificate designating one or more of its Restricted Subsidiaries to as Unrestricted Subsidiaries; provided no Subsidiary shall be an Unrestricted Subsidiary if that designation would not cause a Default and if that designation otherwise is consistent with this definition of an Unrestricted Subsidiary. If a Restricted Subsidiary is designated as an Unrestricted SubsidiarySubsidiary if, upon giving effect to such designation, the Fair Market aggregate Book Value of all outstanding Investments owned by assets of all Unrestricted Subsidiaries would exceed 15% of the Book Value of the consolidated assets of Borrower and its Restricted Subsidiaries or if doing so would cause an Event of Default under subsection 7.2. Borrower will not, and will not permit its Subsidiaries, including any Unrestricted Subsidiary, to enter into any contract, agreement, financing or other arrangement that would provide the creditors of any Unrestricted Subsidiary (including Persons with contingent claims against any Unrestricted Subsidiary) with any recourse to or against Borrower or any of its Subsidiaries (other than Unrestricted Subsidiaries) or any of their respective assets or revenues. Any Officers’ Certificate designating any Unrestricted Subsidiaries shall show, in reasonable detail, the Subsidiary properly designated Book Value of such Subsidiary’s assets and the consolidated assets of Borrower and its Subsidiaries, shall be deemed provide pro forma financial statements demonstrating Borrower will continue to be in compliance with subsection 7.2 upon giving effect to such designation, and shall certify that Borrower and its Subsidiaries are not parties to any contract or agreement that would provide any such creditors of such Subsidiary with recourse to or against Borrower or any of its Subsidiaries (other than Unrestricted Subsidiaries) and that no such creditor of such Subsidiary would have recourse to or against Borrower or any of its Subsidiaries (other than Unrestricted Subsidiaries) as a matter of law. Any Person designated as an Investment made as Unrestricted Subsidiary in any such Officers’ Certificate shall, without further action, become an Unrestricted Subsidiary on the fifth Business Day after Administrative Agent receives such Officers’ Certificate. Borrower shall not, and shall not permit any of its Subsidiaries (other than Unrestricted Subsidiaries) to convey, transfer, sell or otherwise dispose of (including in connection with any merger or consolidation) any of its assets or properties to any Unrestricted Subsidiary if, after giving effect thereto, the aggregate Book Value of all assets of all Unrestricted Subsidiaries would exceed 15% of the Book Value of all assets of Borrower and its Subsidiaries. Borrower may from time of to time deliver to Administrative Agent an Officers’ Certificate changing the designation and will either reduce the amount available for Restricted Payments under Section 7.5 or be an Investment permitted under Section 7.4, as determined by the Borrower; provided that no designation of an Unrestricted Subsidiary may so that such Subsidiary ceases to be made in reliance on Section 7.5(c). Such designation will only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. (b) Any designation , which change shall be effective on the third Business Day after Administrative Agent receives such Officers’ Certificate. Upon effectiveness of a Subsidiary of the Borrower as an such change, such formerly Unrestricted Subsidiary shall be evidenced by the Borrower’s delivery subject to the Administrative Agent a certified copy provisions of a resolution this Agreement applicable to all other Subsidiaries of the board of directors of the Borrower giving effect to that are not Unrestricted Subsidiaries and such designation and a certificate of a Responsible Officer certifying that such designation complied with the preceding conditions and was permitted by Section 7.5. If, at any time, any formerly Unrestricted Subsidiary would fail to meet the requirements shall not maintain any contract or condition that is not permitted hereunder for any Subsidiary of an Unrestricted Subsidiary, it will thereafter cease to be Borrower that is not an Unrestricted Subsidiary for purposes regardless of this Agreement, and any Indebtedness of when it first entered into such Subsidiary will be deemed contract or permitted such condition to be incurred by a Restricted Subsidiary of the Borrower as of such date and, if such Indebtedness is not permitted to be incurred as of such date under Section 7.1, the Borrower will be in default of Section 7.1 unless such Unrestricted Subsidiary is made to meet such requirementsexist. (c) The Borrower may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of the Borrower; provided that such designation will be deemed to be an incurrence of Indebtedness and Liens by a Restricted Subsidiary of the Borrower of any outstanding Indebtedness and Liens of such Unrestricted Subsidiary, and such designation will only be permitted if (x) such Indebtedness and Liens are permitted under Sections 7.1 and 7.2, (y) the Borrower shall have delivered to the Administrative Agent a Pro Forma Compliance Certificate demonstrating that after giving effect to such designation on a Pro Forma Basis, the Loan Parties would be in compliance with the financial covenants set forth in Article VI recomputed as of the end of the period of the four Fiscal Quarters most recently ended for which the Borrower has delivered financial statements pursuant to Section 5.1(a) or (b); and (z) no Default or Event of Default would be in existence following such designation.

Unrestricted Subsidiaries. (a) The Borrower may designate any Board of its Restricted Subsidiaries to be an Unrestricted Subsidiary if that designation would not cause a Default and if that designation otherwise is consistent with this definition Directors or other applicable governing body of an Unrestricted Subsidiary. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the Fair Market Value of all outstanding Investments owned by the Borrower and its Restricted Subsidiaries in the Subsidiary properly designated shall be deemed to be an Investment made as of the time of the designation and will either reduce the amount available for Restricted Payments under Section 7.5 or be an Investment permitted under Section 7.4, as determined by the Borrower; provided that no designation of an Unrestricted Subsidiary may be made in reliance on Section 7.5(c). Such designation will only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. (b) Any designation of a Subsidiary of the Borrower as an Unrestricted Subsidiary shall be evidenced by the Borrower’s delivery to the Administrative Agent a certified copy of a resolution of the board of directors of the Borrower giving effect to such designation and a certificate of a Responsible Officer certifying that such designation complied with the preceding conditions and was permitted by Section 7.5. If, at any time, any Unrestricted Subsidiary would fail to meet the requirements of an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of this Agreement, and any Indebtedness of such Subsidiary will be deemed to be incurred by a Restricted Subsidiary of the Borrower as of such date and, if such Indebtedness is not permitted to be incurred as of such date under Section 7.1, the Borrower will be in default of Section 7.1 unless such Unrestricted Subsidiary is made to meet such requirements. (c) The Borrower Parent may at any time designate any Subsidiary as an Unrestricted Subsidiary to be or designate any Unrestricted Subsidiary as a Restricted Subsidiary (provided that such Subsidiary may not be re-designated as an Unrestricted Subsidiary), upon receipt by the Administrative Agent of the Borrowerwritten notice from Parent that from and after such notice such subsidiary shall be or cease to be an Unrestricted Subsidiary, as applicable; provided that (i) immediately before and after such designation will designation, no Default or Event of Default shall have occurred and be deemed to be an incurrence continuing, (ii) other than for purposes of Indebtedness and Liens by designating a Restricted Subsidiary of the Borrower of any outstanding Indebtedness and Liens of such as an Unrestricted Subsidiary that is a Special Purpose Receivables Subsidiary, and such designation will only be permitted if (x) such Indebtedness and Liens are permitted under Sections 7.1 and 7.2, (y) the Borrower shall have delivered to the Administrative Agent a Pro Forma Compliance Certificate demonstrating that immediately after giving effect to such designation designation, on a Pro Forma Basis, the Loan Parties would Parent shall be in compliance with Sections 6.11 and 6.12, and, as a condition precedent to the financial covenants set effectiveness of any such designation, the Borrower shall deliver to the Administrative Agent a certificate notifying the Administrative Agent of any such designation and also setting forth in Article VI recomputed reasonable detail the calculations demonstrating compliance with the such covenants. The designation of any Subsidiary as an Unrestricted Subsidiary shall constitute an Investment under Section 6.04 by the Borrower therein at the date of designation in an amount equal to the net book value of the end Parent’s investment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the incurrence at the time of designation of any Indebtedness or Liens of such Subsidiary existing at such time. (b) Parent shall cause each Unrestricted Subsidiary to: (i) maintain entity records and books of account separate from those of Parent and its Subsidiaries, (ii) not commingle its funds or assets with those of any of Parent and its Subsidiaries and (iii) provide that its board of directors or other analogous governing body will hold all appropriate meetings to authorize and approve such entity’s actions, which meetings will be separate from those of the period of the four Fiscal Quarters most recently ended for which the Borrower has delivered financial statements pursuant to Section 5.1(a) or (b); Parent and (z) no Default or Event of Default would be in existence following such designationits Subsidiaries.

Unrestricted Subsidiaries. (a) The Borrower may designate For any period for which the Unrestricted Subsidiaries, taken together, are reasonably anticipated to have had revenues or total assets in an amount that is equal to or greater than 5.0% of its Restricted Subsidiaries to be an Unrestricted Subsidiary if that designation would not cause a Default and if that designation otherwise is consistent with this definition the consolidated revenues or total assets, as applicable, of an Unrestricted Subsidiary. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the Fair Market Value of all outstanding Investments owned by the Borrower and its Restricted Subsidiaries, simultaneously with the delivery of each set of consolidated financial statements referred to in Sections 9.1(a) and 9.1(b) above, the related consolidating financial statements reflecting the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) (which may be in the Subsidiary properly designated footnote form only) from such consolidated financial statements. 153 Documents required to be delivered pursuant to Sections 9.1(a), 9.1(b) and 9.1(g)(i) may be delivered electronically and if so delivered, shall be deemed to be an Investment made as of have been delivered on the time of the designation and will either reduce the amount available for Restricted Payments under Section 7.5 or be an Investment permitted under Section 7.4, as determined by the Borrower; provided that no designation of an Unrestricted Subsidiary may be made in reliance date (i) on Section 7.5(c). Such designation will only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. (b) Any designation of a Subsidiary of which the Borrower as an Unrestricted Subsidiary shall be evidenced by posts such documents, or provides a link thereto on the Borrower’s delivery website on the Internet at the website address listed in Schedule 13.2; or (ii) on which such documents are transmitted by electronic mail to the Administrative Agent; provided that: (A) upon written request by the Administrative Agent, the Borrower shall deliver paper copies of such documents to the Administrative Agent for further distribution to each Lender until a certified copy of a resolution of written request to cease delivering paper copies is given by the board of directors of the Borrower giving effect to such designation Administrative Agent and a certificate of a Responsible Officer certifying that such designation complied with the preceding conditions and was permitted by Section 7.5. If, at any time, any Unrestricted Subsidiary would fail to meet the requirements of an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of this Agreement, and any Indebtedness of such Subsidiary will be deemed to be incurred by a Restricted Subsidiary of the Borrower as of such date and, if such Indebtedness is not permitted to be incurred as of such date under Section 7.1, the Borrower will be in default of Section 7.1 unless such Unrestricted Subsidiary is made to meet such requirements. (c) The Borrower may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of the Borrower; provided that such designation will be deemed to be an incurrence of Indebtedness and Liens by a Restricted Subsidiary of the Borrower of any outstanding Indebtedness and Liens of such Unrestricted Subsidiary, and such designation will only be permitted if (x) such Indebtedness and Liens are permitted under Sections 7.1 and 7.2, (yB) the Borrower shall have delivered notify (which may be by facsimile or electronic mail) the Administrative Agent of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Each Lender shall be solely responsible for timely accessing posted documents or requesting delivery of paper copies of such documents from the Administrative Agent and maintaining its copies of such documents. The Borrower hereby acknowledges that (a) the Administrative Agent and/or the Joint Lead Arrangers will make available to the Lenders and the Letter of Credit Issuers materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on Debt Domain, IntraLinks, Syndtrak or another similar electronic system (the “Platform”) and (b) certain of the Lenders may be “public-side” Lenders (i.e., Lenders that wish to receive only information that (i) is publicly available or (ii) is not material with respect to Borrower and its Subsidiaries or its or their respective securities for purposes of United States federal and state securities laws (collectively, the “Public Side Information”) and who may be engaged in investment and other market related activities with respect to the Borrower, its Subsidiaries or its or their respective securities (each, a Pro Forma Compliance Certificate demonstrating “Public Lender”). Before distribution of any Borrower Materials to Lenders, the Borrower agrees to identify that after giving effect portion of the Borrower Materials that may be distributed to the Public Lenders as “Public Side Information,” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof (it being understood that if the Borrower is unable to reasonably determine if any such designation information is or is not Public Side Information the Borrower shall not be obligated to mark such information as “PUBLIC”). By marking Borrower Materials as “PUBLIC,” the Borrower shall be deemed to have authorized the Administrative Agent, the Joint Lead Arrangers, the Letter of Credit Issuers and the Lenders to treat such Borrower Materials as containing only Public Side Information. All Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information.” The Administrative Agent and the Joint Lead Arrangers shall treat the Borrower Materials that are not marked “PUBLIC” as being suitable only for posting, and shall only post such Borrower Materials, on a Pro Forma Basis, the Loan Parties would be in compliance with the financial covenants set forth in Article VI recomputed as portion of the end of the period of the four Fiscal Quarters most recently ended for which the Borrower has delivered financial statements pursuant to Section 5.1(a) or (b); and (z) no Default or Event of Default would be in existence following such designationPlatform not designated “Public Side Information”.

Unrestricted Subsidiaries. Celestica may, from time to time and at any time hereafter, designate any Subsidiary as an Unrestricted Subsidiary so long as: (a) The Borrower may designate (i) such Subsidiary shall not be a Subsidiary of Celestica existing as at the date of this Agreement; (ii) such Subsidiary shall never have been a Designated Subsidiary; and (iii) such Subsidiary shall never have been a Restricted Subsidiary; (b) neither Celestica nor any of its Subsidiaries (other than Unrestricted Subsidiaries) shall be liable, contingently or otherwise, for any indebtedness or other liability or obligation of the Unrestricted Subsidiary, except for guarantees provided by the immediate parent of such Unrestricted Subsidiary in respect of indebtedness of such Unrestricted Subsidiary, where such guarantees are: (i) made solely for the purpose of facilitating a pledge by the guarantor of Shares of such Unrestricted Subsidiary; and (ii) the recourse under such guarantees are limited to such pledged Shares; and (c) neither Celestica nor any of its Restricted Subsidiaries shall have applied the proceeds of any Advance under the Facilities to be fund the equity of, or otherwise capitalize the Unrestricted Subsidiary. Provided that an Event of Default has not occurred and is not continuing, Celestica may from time to time and at any time hereafter, designate an Unrestricted Subsidiary if that designation would not cause a Default and if that designation otherwise is consistent with this definition of an Unrestricted Subsidiary. If as a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the Fair Market Value of all outstanding Investments owned by the Borrower and its Restricted Subsidiaries in the Subsidiary properly designated shall be deemed to be an Investment made as of the time of the designation and will either reduce the amount available for Restricted Payments under Section 7.5 or be an Investment permitted under Section 7.4, as determined by the Borrower; provided that no designation of an Unrestricted Subsidiary may be made in reliance on Section 7.5(c). Such designation will only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary.that: (bi) Any designation of a Subsidiary of the Borrower as an Unrestricted Subsidiary shall be evidenced by the Borrower’s delivery to the Administrative Agent a certified copy of a resolution of the board of directors of the Borrower immediately upon giving effect to such designation, Celestica shall remain in compliance with all covenants set out in Section 9.3 on a pro-forma (four quarter) basis; and (ii) the designation and a certificate of a Responsible Officer certifying that such designation complied with the preceding conditions and was permitted by Section 7.5. If, at any time, any Unrestricted Subsidiary would fail to meet the requirements of an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of this Agreement, and any Indebtedness of such Subsidiary will be deemed to be incurred by as a Restricted Subsidiary would not otherwise result in the occurrence of the Borrower as of such date and, if such Indebtedness is not permitted to be incurred as of such date under Section 7.1, the Borrower will be in default of Section 7.1 unless such Unrestricted Subsidiary is made to meet such requirements. (c) The Borrower may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of the Borrower; provided that such designation will be deemed to be an incurrence of Indebtedness and Liens by a Restricted Subsidiary of the Borrower of any outstanding Indebtedness and Liens of such Unrestricted Subsidiary, and such designation will only be permitted if (x) such Indebtedness and Liens are permitted under Sections 7.1 and 7.2, (y) the Borrower shall have delivered to the Administrative Agent a Pro Forma Compliance Certificate demonstrating that after giving effect to such designation on a Pro Forma Basis, the Loan Parties would be in compliance with the financial covenants set forth in Article VI recomputed as of the end of the period of the four Fiscal Quarters most recently ended for which the Borrower has delivered financial statements pursuant to Section 5.1(a) or (b); and (z) no Default or an Event of Default would be in existence following such designationDefault.

Unrestricted Subsidiaries. After the Closing Date, the Borrower shall have the right to designate any Subsidiary from time to time as an “Unrestricted Subsidiary” for purposes of this Agreement, by giving written notice thereof to the Administrative Agent so long as no Default or Event of Default has occurred and is continuing or, after giving pro forma effect thereto, would result therefrom (a) including, without limitation, under Section 7.04 and Section 7.07). The Borrower may designate redesignate any Unrestricted Subsidiary as a Restricted Subsidiary so long as no Default or Event of its Restricted Subsidiaries to be Default has occurred and is continuing or would result therefrom. The designation of any Subsidiary as an Unrestricted Subsidiary if that subsequent to the date of this Agreement shall constitute an Investment by the Borrower and the other Restricted Subsidiaries therein at the date of designation would not cause a Default and if that designation otherwise is consistent with this definition in an amount equal to the fair market value of an Unrestricted the Borrower’s or Restricted Subsidiary’s Investment in such Subsidiary. If Upon a Restricted redesignation of any Unrestricted Subsidiary is that was designated as an Unrestricted Subsidiary after the Closing Date as a Restricted Subsidiary, the Fair Market Value Borrower and its Restricted Subsidiaries shall be deemed to continue to have an Investment in the Equity Interests of all outstanding an Unrestricted Subsidiary in an amount (if positive) equal to (i) the lesser of (A) the fair market value of the Investments owned by of the Borrower and its Restricted Subsidiaries in the such Subsidiary properly designated shall be deemed to be an Investment made as of at the time of such redesignation and (B) the designation and will either reduce the amount available for Restricted Payments under Section 7.5 or be an Investment permitted under Section 7.4, as determined by the Borrower; provided that no designation fair market value of an Unrestricted Subsidiary may be made in reliance on Section 7.5(c). Such designation will only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. (b) Any designation of a Subsidiary Investments of the Borrower as an Unrestricted Subsidiary shall be evidenced by the Borrower’s delivery to the Administrative Agent a certified copy of a resolution of the board of directors of the Borrower giving effect to such designation and a certificate of a Responsible Officer certifying that such designation complied its Restricted Subsidiaries made in -120- connection with the preceding conditions and was permitted by Section 7.5. If, at any time, any Unrestricted designation of such Subsidiary would fail to meet the requirements of as an Unrestricted Subsidiary, it will thereafter cease minus (ii) the portion (proportionate to be an Unrestricted Subsidiary for purposes the Borrower’s and its Restricted Subsidiaries’ Equity Interests in such Subsidiary) of this Agreement, and any Indebtedness the fair market value of the Net Worth of such Subsidiary will be deemed to be incurred by at the time of such redesignation. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the incurrence or making, as applicable, at the time of the Borrower as of such date and, if such Indebtedness is not permitted to be incurred as of such date under Section 7.1, the Borrower will be in default of Section 7.1 unless such Unrestricted Subsidiary is made to meet such requirements. (c) The Borrower may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of the Borrower; provided that such designation will be deemed to be an incurrence of Indebtedness and Liens by a Restricted Subsidiary of the Borrower of any outstanding Indebtedness and Investments, Debt or Liens of such Unrestricted Subsidiary, and Subsidiary existing at such designation will only be permitted if (x) such Indebtedness and Liens are permitted under Sections 7.1 and 7.2, (y) the Borrower shall have delivered to the Administrative Agent a Pro Forma Compliance Certificate demonstrating that after giving effect to such designation on a Pro Forma Basis, the Loan Parties would be in compliance with the financial covenants set forth in Article VI recomputed as of the end of the period of the four Fiscal Quarters most recently ended for which the Borrower has delivered financial statements pursuant to Section 5.1(a) or (b); and (z) no Default or Event of Default would be in existence following such designationtime.

Unrestricted Subsidiaries. (a) The Borrower may designate any of its Restricted Subsidiaries to be Subsidiary as an Unrestricted Subsidiary if that designation would not cause a Default and if that designation otherwise is consistent with this definition of an and, subject to Section 8.18(c), any Unrestricted Subsidiary. If Subsidiary as a Restricted Subsidiary is designated upon delivery to the Administrative Agent of written notice from the Borrower; provided that immediately before and after such designation, (i) no Default or Event of Default shall have occurred and be continuing, (ii) immediately after giving effect to such designation, the Borrower shall be in pro forma compliance with the Financial Performance Covenants (iii) no Borrowing Base Deficiency not otherwise cured shall be existing or result therefrom and (iv) the representations and warranties of the Borrower and the Guarantors set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects (unless already qualified by materiality in which case such applicable representation and warranty shall be true and correct) on and as of the date of such designation, except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of such designation, such representations and warranties shall continue to be true and correct in all material respects (unless already qualified by materiality in which case such applicable representation and warranty shall be true and correct) as of such specified earlier date. (b) The designation of any Restricted Subsidiary as an Unrestricted SubsidiarySubsidiary and any Disposition of Property to an Unrestricted Subsidiary shall constitute (i) an Investment under Section 9.05 as of the date of designation or Disposition, as applicable, in an amount equal to the Fair Market Value of all outstanding Investments owned by the Borrower Borrower’s investment therein and its Restricted Subsidiaries in (ii) a Disposition as of the Subsidiary properly designated date of designation or Disposition, including (A) for purposes of the provisions of Section 2.08 and (B) for purposes of EBITDAX where such Disposition shall be deemed to be an Investment made a Material Disposition. (c) The Borrower may designate any Unrestricted Subsidiary as a Restricted Subsidiary once upon delivery of written notice to the Administrative Agent; provided that such designation (i) shall constitute the incurrence at the time of the designation of any Indebtedness and will either reduce the amount available for Restricted Payments Liens of such Subsidiary existing at such time, (ii) shall constitute a reduction in any Investment under Section 7.5 or be an 9.05 to the extent that such Investment permitted under Section 7.4, as determined by the Borrower; provided that no designation of was attributable to such Restricted Subsidiary being an Unrestricted Subsidiary may at the date of designation in an amount equal to the Fair Market Value of the Borrower’s investment therein, it being understood that any incurrence of Indebtedness and Liens in connection herewith shall require compliance with Section 9.02 and Section 9.03, as applicable and (iii) 99 shall require the Borrower to be made in reliance on Section 7.5(c). Such compliance with the Financial Performance Covenants immediately before such designation will only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiaryin pro forma compliance immediately after such designation. (bd) Any designation of a Restricted Subsidiary of the Borrower as an Unrestricted Subsidiary, any designation of a Unrestricted Subsidiary shall be evidenced by as a Restricted Subsidiary and any Disposition to an Unrestricted Subsidiary will require the Borrower’s delivery Borrower to provide the Administrative Agent a certified copy of certificate signed by a resolution of the board of directors Responsible Officer of the Borrower giving effect to such designation and a certificate of a Responsible Officer certifying that such designation complied with the preceding conditions and was permitted by in Section 7.5. If, at any time, any Unrestricted Subsidiary would fail to meet the requirements of an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of this Agreement, and any Indebtedness of such Subsidiary will be deemed to be incurred by a Restricted Subsidiary of the Borrower as of such date and, if such Indebtedness is not permitted to be incurred as of such date under Section 7.1, the Borrower will be in default of Section 7.1 unless such Unrestricted Subsidiary is made to meet such requirements. (c) The Borrower may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of the Borrower; provided that such designation will be deemed to be an incurrence of Indebtedness and Liens by a Restricted Subsidiary of the Borrower of any outstanding Indebtedness and Liens of such Unrestricted Subsidiary, and such designation will only be permitted if (x) such Indebtedness and Liens are permitted under Sections 7.1 and 7.2, (y) the Borrower shall have delivered to the Administrative Agent a Pro Forma Compliance Certificate demonstrating that after giving effect to such designation on a Pro Forma Basis, the Loan Parties would be in compliance with the financial covenants set forth in Article VI recomputed as of the end of the period of the four Fiscal Quarters most recently ended for which the Borrower has delivered financial statements pursuant to Section 5.1(a8.18(b) or (bSection 8.18(c); and (z) no Default or Event of Default would be in existence following such designation, as applicable.

Unrestricted Subsidiaries. Invest (awhether in cash, contribution of assets or equity interests or otherwise, provided that the value of the assets and equity interests shall be determined to be the fair market value of such assets and equity interests on the date of each such Investment) The Borrower may designate in any Unrestricted Subsidiary or to create any Unrestricted Subsidiary, or do any of its the foregoing with respect to any direct or indirect subsidiary of any Unrestricted Subsidiary, in an amount which, in the aggregate at any one time outstanding for all Unrestricted Subsidiaries, exceeds $250,000,000 in the amount of the Net Investments by the Parent, the Borrower and their Restricted Subsidiaries Subsidiaries, provided that, to be an the extent that any such Unrestricted Subsidiary if that designation would not cause a Default and if that designation otherwise is consistent with this definition of an Unrestricted Subsidiary. If becomes a Restricted Subsidiary is designated and (i) becomes a Guarantor and (ii) has 100% of its Equity Interests pledged to secure the Obligations and otherwise complies with the requirements for becoming Restricted Subsidiaries at the time, then the preceding $250,000,000 limitation (as an Unrestricted Subsidiary, adjusted through the Fair Market Value date of all outstanding Investments owned determination) shall be reinstated to the extent of the Investment by the Borrower and its Restricted Subsidiaries applicable Loan Party in the Subsidiary properly designated shall be deemed to be an Investment made as of the time of the designation and will either reduce the amount available for Restricted Payments under Section 7.5 or be an Investment permitted under Section 7.4, as determined by the Borrower; provided that no designation of an Unrestricted Subsidiary may be made in reliance on Section 7.5(c). Such designation will only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. (b) Any designation of a Subsidiary of the Borrower as an Unrestricted Subsidiary shall be evidenced by the Borrower’s delivery to the Administrative Agent a certified copy of a resolution of the board of directors of the Borrower giving effect to such designation and a certificate of a Responsible Officer certifying that such designation complied with the preceding conditions and was permitted by Section 7.5. If, at any time, any Unrestricted Subsidiary would fail to meet the requirements of an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of this Agreement, and any Indebtedness of such Subsidiary will be deemed to be incurred by a Restricted Subsidiary of the Borrower as of such date and, if such Indebtedness is not permitted to be incurred as of such date under Section 7.1, the Borrower will be in default of Section 7.1 unless such Unrestricted Subsidiary is made to meet such requirements. (c) The Borrower may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of the Borrower; provided that such designation will be deemed to be an incurrence of Indebtedness and Liens by a Restricted Subsidiary of the Borrower of any outstanding Indebtedness and Liens of such Unrestricted Subsidiary, and such designation will Unrestricted Subsidiary shall thereafter no longer be included in the definition of Unrestricted Subsidiaries. For the avoidance of doubt, the only manner in which any portion of the $250,000,000 limitation for Unrestricted Subsidiaries may be permitted if reinstated is (x) for an Unrestricted Subsidiary to become a Restricted Subsidiary, execute a Guaranty and have 100% of the Equity Interests in such Indebtedness Unrestricted Subsidiary pledged to secure the Obligations and Liens are permitted under Sections 7.1 and 7.2, (y) partial replenishment from time to time as cash is received by the Borrower shall have delivered or its Restricted Subsidiaries in accordance with the definition of Net Investments. The Parent, the Borrower and the Restricted Subsidiaries will (A) not conduct any business with the Unrestricted Subsidiaries, other than on fair and reasonable terms substantially as favorable (or more favorable) to the Administrative Agent a Pro Forma Compliance Certificate demonstrating that after giving effect to such designation on a Pro Forma BasisParent, the Loan Parties Borrower or such Restricted Subsidiary as would be obtainable by the Parent, the Borrower or such Restricted Subsidiary at the time in compliance a comparable arm’s length transaction with the financial covenants set forth in Article VI recomputed as a Person other than an Unrestricted Subsidiary or an Affiliate, (B) keep all deposit accounts, investment accounts and other accounts of the end Unrestricted Subsidiaries segregated and apart from the accounts of the period Borrower, the Parent and the Restricted Subsidiaries, (C) use reasonable methods to (I) not commingle the business, employees and assets of the four Fiscal Quarters most recently ended for which Parent, the Borrower has delivered financial statements pursuant and the Restricted Subsidiaries (other than servicing arrangements on fair and reasonable terms substantially as favorable (or more favorable) to Section 5.1(a) the Parent, the Borrower or (bsuch Restricted Subsidiary as would be obtainable by the Parent, the Borrower or such Restricted Subsidiary at the time in a comparable arm’s length transaction with a Person other than an Unrestricted Subsidiary or an Affiliate); , and (zII) no Default or Event keep the Business of Default would be in existence following such designationthe Parent, the Borrower and the Restricted Subsidiaries separate and apart from the Unrestricted Subsidiaries.

Unrestricted Subsidiaries. (a) Each of Parent and the Borrower will cause the management, business and affairs of each of Parent, the General Partner, the Borrower, the Restricted Subsidiaries and the Unrestricted Subsidiaries to be conducted in such a manner (including, without limitation, by keeping separate books of account and by not permitting properties of the Borrower and the Restricted Subsidiaries to be commingled) so that each Unrestricted Subsidiary will be treated as a legal entity separate and distinct from the Borrower and its Restricted Subsidiaries. (b) Unless designated as an Unrestricted Subsidiary on Schedule 5.14 as of the Effective Date or designated as such thereafter, subject to Section 5.14(c), any Person that becomes a Subsidiary of the Borrower or any of its Restricted Subsidiaries shall be classified as a Restricted Subsidiary. (c) The Borrower may designate by written notification thereof to the Administrative Agent, any Restricted Subsidiary, including a newly formed or newly acquired Subsidiary, as an Unrestricted Subsidiary if (i) immediately prior, and upon giving effect, to such designation, no Default has occurred and is continuing or would immediately result therefrom, (ii) such designation is deemed to be an Investment in an Unrestricted Subsidiary in an amount equal to the fair market value as of the date of such designation of the Borrower’s direct and indirect ownership interest in such Subsidiary and such Investment would be permitted to be made at the time of such designation under Section 6.05 and (iii) the Borrower and such Subsidiary comply with the requirements of Section 5.12. Except as provided in this Section 5.14(c), no Restricted Subsidiary may be redesignated as an Unrestricted Subsidiary. None of the Borrower or any Subsidiary that owns any Equity Interests or Indebtedness of, or holds any Lien on any property of, the Borrower or any Restricted Subsidiary of the Borrower that is not a Subsidiary to be so designated may be designated as an Unrestricted Subsidiary. (d) The Borrower may designate any of its Restricted Subsidiaries Unrestricted Subsidiary to be an Unrestricted Subsidiary if that designation would not cause a Default and if that designation otherwise is consistent with this definition of an Unrestricted Subsidiary. If a Restricted Subsidiary is designated as an Unrestricted Subsidiaryif, the Fair Market Value of all outstanding Investments owned by the Borrower and its Restricted Subsidiaries in the Subsidiary properly designated shall be deemed to be an Investment made as of the time of the designation and will either reduce the amount available for Restricted Payments under Section 7.5 or be an Investment permitted under Section 7.4, as determined by the Borrower; provided that no designation of an Unrestricted Subsidiary may be made in reliance on Section 7.5(c). Such designation will only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. (b) Any designation of a Subsidiary of the Borrower as an Unrestricted Subsidiary shall be evidenced by the Borrower’s delivery to the Administrative Agent a certified copy of a resolution of the board of directors of the Borrower immediately after giving effect to such designation designation, (i) no Default has occurred and a certificate of a Responsible Officer certifying that is continuing or would immediately result therefrom and (ii) such designation complied with is deemed to be the preceding conditions incurrence at such time of designation of any Investment, Indebtedness and was Liens of such Subsidiary existing at such time and such Investment, Indebtedness and Liens would be permitted by to be made or incurred at the time of such designation under each of Section 7.56.05, Section 6.01 and Section 6.02. (e) No Unrestricted Subsidiary shall have any Indebtedness other than Non-Recourse Debt and the Borrower will not, and will not permit any of the Restricted Subsidiaries to, incur, assume, guarantee or be or become liable for any Indebtedness of any of the Unrestricted Subsidiaries (other than a Guarantee pursuant to the Experience Standby Charter Guarantee). (f) The Borrower will not permit any Unrestricted Subsidiary to hold any Equity Interest in, or any indebtedness of, any Loan Party. If, at any time, any Unrestricted Subsidiary would fail fails to meet the requirements of an Unrestricted SubsidiarySection 5.14(d), it will shall thereafter cease to be an Unrestricted Subsidiary for purposes of this Agreement, hereof and any Indebtedness and Investments of the Subsidiary and any Liens on assets of such Subsidiary will shall be deemed to be incurred or made by a Restricted Subsidiary of at such time and the Borrower as shall not be deemed to be in default of such date andthis Section 5.14, but if such the Indebtedness is not permitted to be incurred as of such date under Section 7.16.01, the Investments are prohibited by Section 6.05, or the Lien is not permitted under Section 6.02, the Borrower will shall be in default of Section 7.1 unless such Unrestricted Subsidiary is made to meet such requirementsthe applicable covenant. (c) The Borrower may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of the Borrower; provided that such designation will be deemed to be an incurrence of Indebtedness and Liens by a Restricted Subsidiary of the Borrower of any outstanding Indebtedness and Liens of such Unrestricted Subsidiary, and such designation will only be permitted if (x) such Indebtedness and Liens are permitted under Sections 7.1 and 7.2, (y) the Borrower shall have delivered to the Administrative Agent a Pro Forma Compliance Certificate demonstrating that after giving effect to such designation on a Pro Forma Basis, the Loan Parties would be in compliance with the financial covenants set forth in Article VI recomputed as of the end of the period of the four Fiscal Quarters most recently ended for which the Borrower has delivered financial statements pursuant to Section 5.1(a) or (b); and (z) no Default or Event of Default would be in existence following such designation.

Unrestricted Subsidiaries. (a) The Borrower may designate any Board of its Restricted Subsidiaries to be an Unrestricted Subsidiary if that designation would not cause a Default and if that designation otherwise is consistent with this definition Directors or other applicable governing body of an Unrestricted Subsidiary. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the Fair Market Value of all outstanding Investments owned by the Borrower and its Restricted Subsidiaries in the Subsidiary properly designated shall be deemed to be an Investment made as of the time of the designation and will either reduce the amount available for Restricted Payments under Section 7.5 or be an Investment permitted under Section 7.4, as determined by the Borrower; provided that no designation of an Unrestricted Subsidiary may be made in reliance on Section 7.5(c). Such designation will only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. (b) Any designation of a Subsidiary of the Borrower as an Unrestricted Subsidiary shall be evidenced by the Borrower’s delivery to the Administrative Agent a certified copy of a resolution of the board of directors of the Borrower giving effect to such designation and a certificate of a Responsible Officer certifying that such designation complied with the preceding conditions and was permitted by Section 7.5. If, at any time, any Unrestricted Subsidiary would fail to meet the requirements of an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of this Agreement, and any Indebtedness of such Subsidiary will be deemed to be incurred by a Restricted Subsidiary of the Borrower as of such date and, if such Indebtedness is not permitted to be incurred as of such date under Section 7.1, the Borrower will be in default of Section 7.1 unless such Unrestricted Subsidiary is made to meet such requirements. (c) The Borrower Parent may at any time designate any Subsidiary as an Unrestricted Subsidiary to be or designate any Unrestricted Subsidiary as a Restricted Subsidiary (provided that such Subsidiary may not be re-designated as an Unrestricted Subsidiary), upon receipt by the Administrative Agent of the Borrowerwritten notice from Parent that from and after such notice such subsidiary shall be or cease to be an Unrestricted Subsidiary, as applicable; provided that (i) immediately before and after such designation will designation, no Default or Event of Default shall have occurred and be deemed to be an incurrence continuing, (ii) other than for purposes of Indebtedness and Liens by designating a Restricted Subsidiary of the Borrower of any outstanding Indebtedness and Liens of such as an Unrestricted Subsidiary that is a Special Purpose Receivables Subsidiary, and such designation will only be permitted if (x) such Indebtedness and Liens are permitted under Sections 7.1 and 7.2, (y) the Borrower shall have delivered to the Administrative Agent a Pro Forma Compliance Certificate demonstrating that immediately after giving effect to such designation designation, on a Pro Forma Basis, the Loan Parties would Parent shall be in compliance with Sections 6.10 and 6.11, and, as a condition precedent to the financial covenants set effectiveness of any such designation, the Borrower shall deliver to the Administrative Agent a certificate notifying the Administrative Agent of any such designation and also setting forth in Article VI recomputed reasonable detail the calculations demonstrating compliance with the such covenants. The designation of any Subsidiary as an Unrestricted Subsidiary shall constitute an Investment under Section 6.04 by the Borrower therein at the date of designation in an amount equal to the net book value of the end Parent’s investment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the incurrence at the time of designation of any Indebtedness or Liens of such Subsidiary existing at such time. (b) Parent shall cause each Unrestricted Subsidiary to: (i) maintain entity records and books of account separate from those of Parent and its Subsidiaries, (ii) not commingle its funds or assets with those of any of Parent and its Subsidiaries and (iii) provide that its board of directors or other analogous governing body will hold all appropriate meetings to authorize and approve such entity’s actions, which meetings will be separate from those of the period of the four Fiscal Quarters most recently ended for which the Borrower has delivered financial statements pursuant to Section 5.1(a) or (b); Parent and (z) no Default or Event of Default would be in existence following such designationits Subsidiaries.

Unrestricted Subsidiaries. (a) The Borrower may designate any of its Restricted Subsidiaries to be an Unrestricted Subsidiary if that designation would not cause a Default and if that designation otherwise is consistent with this definition of an Unrestricted Subsidiary. If a Any Restricted Subsidiary is may be designated as an Unrestricted Subsidiary, Subsidiary and any Unrestricted Subsidiary may be designated as a Restricted Subsidiary upon delivery to the Fair Market Value Facilities Administrative Agent of all outstanding Investments owned by the Borrower and its Restricted Subsidiaries in the Subsidiary properly designated shall be deemed to be an Investment made as of the time of the designation and will either reduce the amount available for Restricted Payments under Section 7.5 or be an Investment permitted under Section 7.4, as determined by written notice from the Borrower; provided that (a) immediately before and after such designation, no designation Default or Event of an Unrestricted Subsidiary may Default shall have occurred and be made in reliance on Section 7.5(c). Such designation will only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. continuing, (b) Any designation other than for purposes of designating a Restricted Subsidiary of the Borrower as an Unrestricted Subsidiary shall be evidenced by the Borrower’s delivery to the Administrative Agent in connection with a certified copy of Permitted Receivables Financing or a resolution re-designation of the board of directors of the Borrower giving effect Deer Run Entities as Restricted Subsidiaries pursuant to such designation and a certificate of a Responsible Officer certifying that such designation complied with the preceding conditions and was permitted by Section 7.5. If6.13(b), at any time, any Unrestricted Subsidiary would fail to meet the requirements of an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of this Agreement, and any Indebtedness of such Subsidiary will be deemed to be incurred by a Restricted Subsidiary of the Borrower as of such date and, if such Indebtedness is not permitted to be incurred as of such date under Section 7.1, the Borrower will be in default of Section 7.1 unless such Unrestricted Subsidiary is made to meet such requirements. (c) The Borrower may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of the Borrower; provided that such designation will be deemed to be an incurrence of Indebtedness and Liens by a Restricted Subsidiary of the Borrower of any outstanding Indebtedness and Liens of such Unrestricted Subsidiary, and such designation will only be permitted if (x) such Indebtedness and Liens are permitted under Sections 7.1 and 7.2, (y) the Borrower shall have delivered to the Administrative Agent a Pro Forma Compliance Certificate demonstrating that immediately after giving effect to such designation designation, on a Pro Forma Basis, the Loan Parties would Total Leverage Ratio shall be equal to or less than 3.50:1.00, (c) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for purposes of any of the Second Lien Notes Documents or any documents evidencing any Permitted Refinancing Indebtedness in compliance respect of the Second Lien Notes or any Subordinated Indebtedness and (d) each Restricted Subsidiary to be designated as an Unrestricted Subsidiary after the Closing Date and its Subsidiaries has not at the time of designation, and does not thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect to any Indebtedness other than Non-Recourse Debt. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary shall constitute an Investment under Section 7.02 by the Borrower therein at the date of designation in an amount equal to the net book value of the Borrower’s investment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the incurrence at the time of designation of any Indebtedness or Liens of such Restricted Subsidiary existing at such time. (b) Notwithstanding the foregoing, to the extent that Hillsboro is an Unrestricted Subsidiary and has net income (as determined in accordance with GAAP) for each of the four consecutive fiscal quarters in the four consecutive fiscal quarter period ending as of the date of the financial statements most recently delivered by the Borrower pursuant to Section 6.02(a)(ii) in excess of $0, each of the Deer Run Entities shall no longer be deemed an Unrestricted Subsidiary and shall become a Guarantor in accordance with Section 6.12 and comply with the financial covenants requirements set forth in Article VI recomputed Section 6.16. (c) Notwithstanding anything herein or in any other Loan Document to the contrary, upon Hillsboro or ▇▇▇▇▇▇ becoming a Restricted Subsidiary, (i) all Indebtedness of Hillsboro or ▇▇▇▇▇▇, as applicable, will be deemed to have been Incurred under Section 7.03(b) for purposes of Section 7.03, (ii) any Liens on properties or assets of Hillsboro or ▇▇▇▇▇▇, as applicable, will be deemed Incurred under Section 7.01(b) for purposes of Section 7.01, (iii) any Investments existing at such time of Hillsboro or ▇▇▇▇▇▇, as applicable, in any other Person will be deemed outstanding under Section 7.02(f) for purposes of Section 7.02, (iv) any encumbrances or restrictions or burdensome agreements restricted by Section 7.12 on Hillsboro or ▇▇▇▇▇▇, as applicable, existing at such time will be deemed to be permitted under Section 7.12 and (v) any transactions between or among Hillsboro, ▇▇▇▇▇▇, the Borrower, any Restricted Subsidiary and/or any Affiliate of the end Borrower existing at such time will be deemed to be permitted under Section 7.08. Notwithstanding anything herein or in the any other Loan Document to the contrary, no Default will be deemed to have occurred solely as a result of the period designation of Hillsboro or ▇▇▇▇▇▇ as a Restricted Subsidiary and no exception to any covenant or basket in this Agreement (other than the four Fiscal Quarters most recently ended for which exceptions referred to in the Borrower has delivered financial statements pursuant immediately preceding sentence) will be deemed to Section 5.1(a) be used solely as a result of such designation (other than with respect to any Indebtedness, Lien, Investment or (bother transaction incurred, made or entered into substantially concurrent with and in contemplation of such redesignation); and (z) no Default or Event of Default would be in existence following such designation.

Unrestricted Subsidiaries. (a) The Borrower may designate any of its Restricted Subsidiaries to be an Unrestricted Subsidiary if that designation would not cause a Default and if that designation otherwise is consistent with this definition of an Unrestricted Subsidiary. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the Fair Market Value of all outstanding Investments owned by the Borrower and its Restricted Subsidiaries in the Subsidiary properly designated shall be deemed to be an Investment made as of the time of the designation and will either reduce the amount available for Restricted Payments under Section 7.5 or be an Investment permitted under Section 7.4, as determined by the Borrower; provided that no designation of an Unrestricted Subsidiary may be made in reliance on Section 7.5(c). Such designation will only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. (b) Any designation of a Subsidiary of the Borrower as an Unrestricted Subsidiary shall be evidenced by the Borrower’s delivery to the Administrative Agent a certified copy of a resolution of the board of directors of the Borrower giving effect to such designation and a certificate of a Responsible Officer certifying that such designation complied with the preceding conditions and was permitted by Section 7.5. If, at any time, any Unrestricted Subsidiary would fail to meet the requirements of an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of this Agreement, and any Indebtedness of such Subsidiary will be deemed to be incurred by a Restricted Subsidiary of the Borrower as of such date and, if such Indebtedness is not permitted to be incurred as of such date under Section 7.1, the Borrower will be in default of Section 7.1 unless such Unrestricted Subsidiary is made to meet such requirements. (c) The Borrower Company may at any time designate any Unrestricted Subsidiary to be Person that after the date of this Indenture becomes a Restricted Subsidiary of the Borrower; provided Company as an "Unrestricted Subsidiary," whereupon (and until such Person ceases to be an Unrestricted Subsidiary) such Person and each other Person that is then or thereafter becomes a Subsidiary of such designation Person will be deemed to be an incurrence Unrestricted Subsidiary. In addition, the Company may at any time terminate the status of Indebtedness any Subsidiary of the Company as an Unrestricted Subsidiary, whereupon such Subsidiary and Liens by each other Subsidiary of the Company (if any) of which such Subsidiary is a Subsidiary will cease to be an Unrestricted Subsidiary. Notwithstanding the foregoing, no change in the status of a Subsidiary of the Company from a Restricted Subsidiary to an Unrestricted Subsidiary or an Unrestricted Subsidiary to a Restricted Subsidiary (other than the change in status of a Non-Core Asset from a Restricted Subsidiary holding only Non-Core Assets to an Unrestricted Subsidiary) will be effective, unless (i) the Company would, at the time of such designation and after giving pro forma effect thereto as if such designation had occurred at the beginning of the Borrower of any outstanding Indebtedness and Liens most recently ended four full fiscal quarter period for which internal financial statements are available immediately preceding the date of such Unrestricted Subsidiarydesignation, and such designation will only be have been permitted if (x) such Indebtedness and Liens are permitted under Sections 7.1 and 7.2, (y) the Borrower shall have delivered to Incur at least $1.00 of additional Debt pursuant to the Administrative Agent a Pro Forma Compliance Certificate demonstrating that after giving effect to such designation on a Pro Forma Basis, the Loan Parties would be in compliance with the financial covenants Consolidated EBITDA Coverage Ratio test set forth in Article VI recomputed as the first paragraph of Section 1008; (ii) in the case of any change in status of such a Subsidiary from a Restricted Subsidiary to an Unrestricted Subsidiary (other than pursuant to Clause (vi) of the end second paragraph of Section 1010), the period fair market value of all assets of such Restricted Subsidiary prior to such change will be deemed a Restricted Payment for purposes of calculating the four Fiscal Quarters most recently ended for which the Borrower has delivered financial statements aggregate amount of Restricted Payments pursuant to Section 5.1(a) or (b); and (z) no Default or Event of Default would be in existence following such designation.the

Unrestricted Subsidiaries. (a) The Borrower may designate any of its Restricted Subsidiaries to be an Unrestricted Subsidiary if that designation would not cause a Default and if that designation otherwise is consistent with this definition of an Unrestricted Subsidiary. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the Fair Market Value of all outstanding Investments owned by the Borrower and its Restricted Subsidiaries in the Subsidiary properly designated shall be deemed to be an Investment made as of the time of the designation and will either reduce the amount available for Restricted Payments under Section 7.5 or be an Investment permitted under Section 7.4, as determined by the Borrower; provided that no designation of an Unrestricted Subsidiary may be made in reliance on Section 7.5(c). Such designation will only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. (b) Any designation of a Subsidiary of the Borrower as an Unrestricted Subsidiary shall be evidenced by the Borrower’s delivery to the Administrative Agent a certified copy of a resolution of the board of directors of the Borrower giving effect to such designation and a certificate of a Responsible Officer certifying that such designation complied with the preceding conditions and was permitted by Section 7.5. If, at any time, any Unrestricted Subsidiary would fail to meet the requirements of an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of this Agreement, and any Indebtedness of such Subsidiary will be deemed to be incurred by a Restricted Subsidiary of the Borrower as of such date and, if such Indebtedness is not permitted to be incurred as of such date under Section 7.1, the Borrower will be in default of Section 7.1 unless such Unrestricted Subsidiary is made to meet such requirements. (c) The Borrower may at any time on or after the Closing Date designate any Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary to be as a Restricted Subsidiary of the BorrowerSubsidiary; provided that such designation will be deemed to be an incurrence of Indebtedness that (a) immediately before and Liens by a Restricted Subsidiary of the Borrower of any outstanding Indebtedness and Liens of such Unrestricted Subsidiary, and such designation will only be permitted if (x) such Indebtedness and Liens are permitted under Sections 7.1 and 7.2, (y) the Borrower shall have delivered to the Administrative Agent a Pro Forma Compliance Certificate demonstrating that after giving effect to such designation on a Pro Forma Basisdesignation, the Loan Parties would be in compliance with the financial covenants set forth in Article VI recomputed as of the end of the period of the four Fiscal Quarters most recently ended for which the Borrower has delivered financial statements pursuant to Section 5.1(a) or (b); and (z) no Default or Event of Default would shall have occurred and be continuing, (b) immediately after giving effect to such designation, the Borrower shall be in existence following pro forma compliance with the Financial Maintenance Covenant (it being understood that if no Fiscal Quarter cited in Section 7.13 has ended, the Financial Maintenance Covenant for the first Fiscal Quarter cited in Section 7.13 shall be satisfied as of the last four quarters ended on or prior to such designation) and the Borrower shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance, (c) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of any Indebtedness for borrowed money permitted under Section 7.02 with an aggregate outstanding principal amount in excess of $5,000,000, any Junior Indebtedness or Indebtedness incurred pursuant to Section 7.02(c) (it being understood that, as of the Closing Date, each Subsidiary (as defined in the ABL Credit Agreement as of the Closing Date) of Parent is a “restricted subsidiary” under the ABL Credit Agreement) and (d) no Intellectual Property may be owned directly or indirectly (including by way of license) by an Unrestricted Subsidiary. The designation of any Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the Borrower therein at the date of designation in an amount equal to the fair market value of the Borrower’s investment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Investment, Indebtedness and Liens of such Subsidiary existing at such time and (ii) a return on any Investment by the Borrower in such Subsidiary pursuant to the preceding sentence in an amount equal to the fair market value at the date of such designation of the Borrower’s Investment in such Subsidiary. Notwithstanding the foregoing, neither the Borrower nor any direct or indirect parent of the Borrower that is a Subsidiary shall be permitted to be an Unrestricted Subsidiary.

Unrestricted Subsidiaries. (a) Each of Parent and the Borrower will cause the management, business and affairs of each of Parent, the Borrower, the Restricted Subsidiaries and the Unrestricted Subsidiaries to be conducted in such a manner (including, without limitation, by keeping separate books of account and by not permitting properties of the Borrower and the Restricted Subsidiaries to be commingled) so that each Unrestricted Subsidiary will be treated as a legal entity separate and distinct from the Borrower and its Restricted Subsidiaries. (b) Unless designated as an Unrestricted Subsidiary on Schedule 5.14 as of the Effective Date or designated as such thereafter, subject to Section 5.14(c), any Person that becomes a Subsidiary of the Borrower or any of its Restricted Subsidiaries shall be classified as a Restricted Subsidiary. (c) The Borrower may designate by written notification thereof to the Administrative Agent, any Restricted Subsidiary, including a newly formed or newly acquired Subsidiary, as an Unrestricted Subsidiary if (i) immediately prior, and upon giving effect, to such designation, no Default has occurred and is continuing or would immediately result therefrom, (ii) such designation is deemed to be an Investment in an Unrestricted Subsidiary in an amount equal to the fair market value as of the date of such designation of the Borrower’s direct and indirect ownership interest in such Subsidiary and such Investment would be permitted to be made at the time of such designation under Section 6.05 and (iii) the Borrower and such Subsidiary comply with the requirements of Section 5.12. Except as provided in this Section 5.14(c), no Restricted Subsidiary may be redesignated as an Unrestricted Subsidiary. None of the Borrower or any Subsidiary that owns any Equity Interests or Indebtedness of, or holds any Lien on any property of, the Borrower or any Restricted Subsidiary of the Borrower that is not a Subsidiary to be so designated may be designated as an Unrestricted Subsidiary. (d) The Borrower may designate any of its Restricted Subsidiaries Unrestricted Subsidiary to be an Unrestricted Subsidiary if that designation would not cause a Default and if that designation otherwise is consistent with this definition of an Unrestricted Subsidiary. If a Restricted Subsidiary is designated as an Unrestricted Subsidiaryif, the Fair Market Value of all outstanding Investments owned by the Borrower and its Restricted Subsidiaries in the Subsidiary properly designated shall be deemed to be an Investment made as of the time of the designation and will either reduce the amount available for Restricted Payments under Section 7.5 or be an Investment permitted under Section 7.4, as determined by the Borrower; provided that no designation of an Unrestricted Subsidiary may be made in reliance on Section 7.5(c). Such designation will only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. (b) Any designation of a Subsidiary of the Borrower as an Unrestricted Subsidiary shall be evidenced by the Borrower’s delivery to the Administrative Agent a certified copy of a resolution of the board of directors of the Borrower immediately after giving effect to such designation designation, (i) no Default has occurred and a certificate of a Responsible Officer certifying that is continuing or would immediately result therefrom and (ii) such designation complied with is deemed to be the preceding conditions incurrence at such time of designation of any Investment, Indebtedness and was Liens of such Subsidiary existing at such time and such Investment, Indebtedness and Liens would be permitted by to be made or incurred at the time of such designation under each of Section 7.56.05, Section 6.01 and Section 6.02. (e) No Unrestricted Subsidiary shall have any Indebtedness other than Non-Recourse Debt and the Borrower will not, and will not permit any of the Restricted Subsidiaries to, incur, assume, guarantee or be or become liable for any Indebtedness of any of the Unrestricted Subsidiaries. (f) The Borrower will not permit any Unrestricted Subsidiary to hold any Equity Interest in, or any indebtedness of, any Loan Party. If, at any time, any Unrestricted Subsidiary would fail fails to meet the requirements of an Unrestricted SubsidiarySection 5.14(d), it will shall thereafter cease to be an Unrestricted Subsidiary for purposes of this Agreement, hereof and any Indebtedness and Investments of the Subsidiary and any Liens on assets of such Subsidiary will shall be deemed to be incurred or made by a Restricted Subsidiary of at such time and the Borrower as shall not be deemed to be in default of such date andthis Section 5.14, but if such the Indebtedness is not permitted to be incurred as of such date under Section 7.16.01, the Investments are prohibited by Section 6.05, or the Lien is not permitted under Section 6.02, the Borrower will shall be in default of Section 7.1 unless such Unrestricted Subsidiary is made to meet such requirementsthe applicable covenant. (c) The Borrower may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of the Borrower; provided that such designation will be deemed to be an incurrence of Indebtedness and Liens by a Restricted Subsidiary of the Borrower of any outstanding Indebtedness and Liens of such Unrestricted Subsidiary, and such designation will only be permitted if (x) such Indebtedness and Liens are permitted under Sections 7.1 and 7.2, (y) the Borrower shall have delivered to the Administrative Agent a Pro Forma Compliance Certificate demonstrating that after giving effect to such designation on a Pro Forma Basis, the Loan Parties would be in compliance with the financial covenants set forth in Article VI recomputed as of the end of the period of the four Fiscal Quarters most recently ended for which the Borrower has delivered financial statements pursuant to Section 5.1(a) or (b); and (z) no Default or Event of Default would be in existence following such designation.

Unrestricted Subsidiaries. (a) The Parent Borrower may may, at any time after the Effective Date, substantially contemporaneously upon the organization or acquisition of any Subsidiary, designate any of its Restricted Subsidiaries to be an Unrestricted such Subsidiary if that designation would not cause a Default and if that designation otherwise is consistent with this definition of an Unrestricted Subsidiary. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the Fair Market Value of all outstanding Investments owned by the Borrower and its or designate any Restricted Subsidiaries in the Subsidiary properly designated shall be deemed to be an Investment made as of the time of the designation and will either reduce the amount available for Restricted Payments under Section 7.5 or be an Investment permitted under Section 7.4, as determined by the Borrower; provided that no designation of an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided, that, (i) immediately before and after such designation (A) no Default or Event of Default shall have occurred and be continuing, and (B) the Parent Borrower shall be in compliance, on a Pro Forma Basis after giving effect to such designation, with the covenants contained in Section 6.1, in each case, recomputed as at the last day of the most recently ended fiscal quarter of the Parent Borrower for which the relevant information is available as if such designation had occurred on the first (1st) day of each relevant period for testing such compliance, (ii) no Unrestricted Subsidiary shall own any Capital Stock in any Borrower or any Restricted Subsidiary, (iii) no Unrestricted Subsidiary shall hold any Indebtedness of, or any Lien on any property of, any Borrower or any Restricted Subsidiary, and (iv) no Restricted Subsidiary may be made in reliance on Section 7.5(c). Such designation will only be permitted designated an Unrestricted Subsidiary if the Investment would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of it was previously designated an Unrestricted Subsidiary. (b) Any The designation of a any Subsidiary of the Borrower as an Unrestricted Subsidiary after the Effective Date shall be evidenced constitute an Investment by the Borrower’s delivery Parent Borrower therein at the date of designation in an amount equal to the Administrative Agent a certified copy of a resolution of fair market value as determined in good faith by the board of directors of the Parent Borrower giving effect to such designation and a certificate of a Responsible Officer certifying that such designation complied with the preceding conditions and was permitted by Section 7.5. If, at any time, any Unrestricted Subsidiary would fail to meet the requirements of an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of this Agreement, and any Indebtedness of such Subsidiary will be deemed to be incurred by a Restricted Subsidiary of the Borrower as of such date and, if such Indebtedness is not permitted to be incurred as of such date under Section 7.1, the Borrower will be in default of Section 7.1 unless such Unrestricted Subsidiary is made to meet such requirementsInvestment. (c) The Borrower may at any time designate designation of any Unrestricted Subsidiary to be as a Restricted Subsidiary shall constitute the incurrence by the Parent Borrower at the time of the Borrower; provided that such designation will be deemed to be an incurrence of Indebtedness and Liens by a Restricted Subsidiary of the Borrower of any outstanding Investment, Indebtedness and or Liens of such Unrestricted Subsidiary, and Subsidiary existing at such designation will only be permitted if (x) such Indebtedness and Liens are permitted under Sections 7.1 and 7.2, (y) the Borrower shall have delivered to the Administrative Agent a Pro Forma Compliance Certificate demonstrating that after giving effect to such designation on a Pro Forma Basis, the Loan Parties would be in compliance with the financial covenants set forth in Article VI recomputed as of the end of the period of the four Fiscal Quarters most recently ended for which the Borrower has delivered financial statements pursuant to Section 5.1(a) or (b); and (z) no Default or Event of Default would be in existence following such designationtime.

Unrestricted Subsidiaries. (a) The Borrower A Responsible Officer of Parent may designate any of its Restricted Subsidiaries Subsidiary (other than Holdings, the Borrower or a Material Subsidiary) to be an Unrestricted Subsidiary if that designation would so long as (a) both immediately before and after giving effect to such designation, no Default or Event of Default shall have occurred and be continuing, and (b) immediately after such designation, the Unrestricted Subsidiary Total Assets does not cause a Default and if that designation otherwise is consistent with this definition exceed 5.0% of an Unrestricted SubsidiaryTotal Assets. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value of all outstanding Investments owned by the Borrower Parent and its Restricted Subsidiaries in the Subsidiary properly designated shall as an Unrestricted Subsidiary will be deemed to be an Investment made as of the time of the designation and will either reduce the amount available for Restricted Payments under Section 7.5 6.02 or be an Investment permitted under Section 7.4one or more clauses of the definition of Permitted Investments, as determined by the Borrower; provided that no designation of an Unrestricted Subsidiary may be made in reliance on Section 7.5(c)Parent. Such That designation will only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. (b) . Any designation of a Subsidiary of the Borrower Parent as an Unrestricted Subsidiary shall will be evidenced by the Borrower’s delivery to the Administrative Agent by filing with the Administrative Agent a certified copy of a resolution of the board of directors of the Borrower giving effect to such designation and a certificate Certificate of a Responsible Officer certifying that such designation complied with the preceding conditions and was permitted by Section 7.56.02. If, at any time, any Unrestricted Subsidiary would fail to meet the preceding requirements of as an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of this Agreement, Agreement and any Indebtedness of such Subsidiary will be deemed to be incurred by a Restricted Subsidiary of the Borrower as of such date and, if such Indebtedness is not permitted to be incurred as of such date under Section 7.16.03, the Borrower Parent will be in default of Section 7.1 unless such Unrestricted Subsidiary is made to meet such requirements. (c) The Borrower covenant. A Responsible Officer of Parent may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of the BorrowerSubsidiary; provided that such designation will be deemed to be an incurrence of Indebtedness and Liens by a Restricted Subsidiary of the Borrower of any outstanding Indebtedness and Liens of such Unrestricted Subsidiary, and such designation will only be permitted if (xa) such Indebtedness and Liens are is permitted under Sections 7.1 and 7.2Section 6.03, (y) the Borrower shall have delivered to the Administrative Agent calculated on a Pro Forma Compliance Certificate demonstrating that after giving effect to pro forma basis as if such designation on a Pro Forma Basis, had occurred at the Loan Parties would be in compliance with the financial covenants set forth in Article VI recomputed as beginning of the end of the period of the four Fiscal Quarters most recently ended for which the Borrower has delivered financial statements pursuant to Section 5.1(a) or (b)applicable reference period; and (zb) no Default or Event of Default would be in existence following such designation; provided, further, that any such Unrestricted Subsidiary that has been designated as a Restricted Subsidiary in accordance with the foregoing provisions may not at any time after such designation be re-designated as an Unrestricted Subsidiary.

Unrestricted Subsidiaries. The Company may at any time after the Closing Date designate any Foreign Subsidiary that is a Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (a) The Borrower immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing, (b) no Loan Party or Foreign Subsidiary in a Qualified Jurisdiction may designate any of its Restricted Subsidiaries to be an Unrestricted Subsidiary if that designation would not cause a Default and if that designation otherwise is consistent with this definition of an Unrestricted Subsidiary. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the Fair Market Value of all outstanding Investments owned (c) without Agent’s consent, no Restricted Subsidiary may be designated an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary, and (d) without Agent’s consent, no Unrestricted Subsidiary may be designated a Restricted Subsidiary if it was previously designated a Restricted Subsidiary; provided further that, unless designated by the Borrower and its Company as a Restricted Subsidiaries in the Subsidiary properly designated shall be deemed to be an Investment made as of at the time of the designation and will either reduce formation or acquisition thereof, any Subsidiary (other than any Subsidiary organized in a Qualified Jurisdiction) formed or acquired after the amount available for Restricted Payments under Section 7.5 or Closing Date shall be an Investment permitted under Section 7.4, as determined by the Borrower; provided that no designation of an Unrestricted Subsidiary may be made in reliance on Section 7.5(c). Such designation will only be permitted until, if the Investment would be permitted at that time and if the ever, such Subsidiary is designated as a Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. (b) Any in accordance with this Section 5.18. The designation of a any Subsidiary of the Borrower as an Unrestricted Subsidiary after the Closing Date shall be evidenced constitute an Investment by the Borrower therein at the date of designation in an amount equal to the fair market value of the Borrower’s delivery to the Administrative Agent a certified copy investment therein. The designation of a resolution of the board of directors of the Borrower giving effect to such designation and a certificate of a Responsible Officer certifying that such designation complied with the preceding conditions and was permitted by Section 7.5. If, at any time, any Unrestricted Subsidiary would fail to meet as a Restricted Subsidiary shall constitute (A) the requirements incurrence at the time of an Unrestricted Subsidiarydesignation of any Investment, it will thereafter cease to be an Unrestricted Subsidiary for purposes of this Agreement, and any Indebtedness or Liens of such Subsidiary will be deemed to be incurred existing at such time and (B) a return on any Investment by a Restricted Subsidiary of the Borrower as in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value at the date of such date and, if such Indebtedness is not permitted to be incurred as of such date under Section 7.1, the Borrower will be in default of Section 7.1 unless such Unrestricted Subsidiary is made to meet such requirements. (c) The Borrower may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary designation of the Borrower; provided that ’s Investment in such designation will be deemed to be an incurrence of Indebtedness and Liens by a Restricted Subsidiary of the Borrower of any outstanding Indebtedness and Liens of such Unrestricted Subsidiary, and such designation will only be permitted if (x) such Indebtedness and Liens are permitted under Sections 7.1 and 7.2, (y) the Borrower shall have delivered to the Administrative Agent a Pro Forma Compliance Certificate demonstrating that after giving effect to such designation on a Pro Forma Basis, the Loan Parties would be in compliance with the financial covenants set forth in Article VI recomputed as of the end of the period of the four Fiscal Quarters most recently ended for which the Borrower has delivered financial statements pursuant to Section 5.1(a) or (b); and (z) no Default or Event of Default would be in existence following such designation.

Unrestricted Subsidiaries. (a) The Borrower Schedule 6.08 sets forth those Subsidiaries of Guarantor that have been designated as Unrestricted Subsidiaries as of the Signing Date, which Subsidiaries do not include any Subsidiary Guarantors. Guarantor may designate any other of its Subsidiaries (other than a Subsidiary Guarantor) as Unrestricted Subsidiaries from time to time in compliance with the provisions of this Section 6.08. Guarantor will not designate any of its Restricted Subsidiaries to be as an Unrestricted Subsidiary if that designation would not cause a Default and if that designation otherwise is consistent with this definition of an Unrestricted Subsidiary. If a Restricted unless at the time such Subsidiary is designated as an Unrestricted Subsidiary, the Fair Market Value of all outstanding Investments owned by the Borrower before and its Restricted Subsidiaries in the Subsidiary properly designated shall be deemed to be an Investment made as of the time of the designation and will either reduce the amount available for Restricted Payments under Section 7.5 or be an Investment permitted under Section 7.4, as determined by the Borrower; provided that no designation of an Unrestricted Subsidiary may be made in reliance on Section 7.5(c). Such designation will only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. (b) Any designation of a Subsidiary of the Borrower as an Unrestricted Subsidiary shall be evidenced by the Borrower’s delivery to the Administrative Agent a certified copy of a resolution of the board of directors of the Borrower giving effect to such designation and a certificate of a Responsible Officer certifying that such designation complied with the preceding conditions and was permitted by Section 7.5. If, at any time, any Unrestricted Subsidiary would fail to meet the requirements of an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of this Agreement, and any Indebtedness of such Subsidiary will be deemed to be incurred by a Restricted Subsidiary of the Borrower as of such date and, if such Indebtedness is not permitted to be incurred as of such date under Section 7.1, the Borrower will be in default of Section 7.1 unless such Unrestricted Subsidiary is made to meet such requirements. (c) The Borrower may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of the Borrower; provided that such designation will be deemed to be an incurrence of Indebtedness and Liens by a Restricted Subsidiary of the Borrower of any outstanding Indebtedness and Liens of such Unrestricted Subsidiary, and such designation will only be permitted if (x) such Indebtedness and Liens are permitted under Sections 7.1 and 7.2, (y) the Borrower shall have delivered to the Administrative Agent a Pro Forma Compliance Certificate demonstrating that after giving effect to such designation on a Pro Forma Basispro forma basis, no Event of Default shall have occurred and be continuing, as certified in an Officers’ Certificate delivered to the Loan Parties would Administrative Agent at the time of such designation. Such Officers’ Certificate also shall state the specific purpose for which such designation is being made. All Subsidiaries of Unrestricted Subsidiaries shall be Unrestricted Subsidiaries. (b) Guarantor may designate or redesignate any Unrestricted Subsidiary as a Restricted Subsidiary from time to time in compliance with the financial covenants set forth provisions of this Section 6.08. Guarantor will not designate or redesignate any Unrestricted Subsidiary as a Restricted Subsidiary, unless at the time such Unrestricted Subsidiary is so designated or redesignated as a Restricted Subsidiary, after giving effect to such designation or redesignation on a pro forma basis, no Event of Default shall have occurred and be continuing, as certified in Article VI recomputed an Officer’s Certificate delivered to the Administrative Agent at the time of such designation or redesignation. (c) Notwithstanding anything to the contrary above in this Section 6.08, so long as a Lender is also a lender under the Time Warner Credit Agreement, any Officer’s Certificate delivered under the Time Warner Credit Agreement designating or re-designating, as applicable, any Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary shall be deemed to satisfy the requirements of this Section 6.08 and such Subsidiary shall be an Unrestricted Subsidiary or Restricted Subsidiary, as applicable, for all purposes under this Agreement. Additionally, if a Lender is not also a lender under the end Time Warner Credit Agreement, in the event Time Warner delivers to the Administrative Agent a copy of the period of the four Fiscal Quarters most recently ended for which the Borrower has any certificate delivered financial statements pursuant to Section 5.1(a) 6.08 of the Time Warner Credit Agreement, Time Warner will be deemed to have satisfied the requirements of this Section 6.08. Notwithstanding the foregoing, if, after the Signing Date, any amendment, waiver, consent, amendment and restatement, supplement or (b); and (z) other modification of Section 6.08 of the Time Warner Credit Agreement modifies the requirements therein so they are no Default or Event of Default would be longer the same as those in existence following such designationthis Section 6.08, this paragraph shall not apply.