Common use of Designation of Subsidiaries Clause in Contracts

Designation of Subsidiaries. Xxxxxxx (with the consent of the Company) may at any time after the Pushdown Date designate any Restricted Subsidiary of any Covenant Party (other than a Borrower) 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) immediately after giving effect to such designation, the Covenant Parties shall be in compliance, on a Pro Forma Basis, with the covenants set forth in Section 7.11 (it being understood that if no Test Period cited in Section 7.11 has passed, the covenants in Section 7.11 for the first Test Period cited in such Section shall be satisfied as of the last four quarters ended and, as a condition precedent to the effectiveness of any such designation, Xxxxxxx shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance), (iii) none of the Covenant Parties may be designated as an Unrestricted Subsidiary, (iv) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of the Senior Subordinated Debt, the Senior Unsecured Debt or any Junior Financing, as applicable, (v) no Restricted Subsidiary may be designated an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary and (vi) if a Restricted Subsidiary is being designated as an Unrestricted Subsidiary hereunder, the sum of (A) the assets of such Subsidiary as of such date of designation (the “Designation Date”), as set forth on such Subsidiary’s most recent balance sheet, plus (B) the aggregate amount of assets of all Unrestricted Subsidiaries designated as Unrestricted Subsidiaries pursuant to this Section 6.14 prior to the Designation Date (in each case measured as of the date of each such Unrestricted Subsidiary’s designation as an Unrestricted Subsidiary) shall not exceed 5% of the Total Assets as of such Designation Date pro forma for such designation. The designation of any Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the Covenant Parties therein at the date of designation in an amount equal to the net book value of the Covenant Parties’ (as applicable) 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 or Liens of such Subsidiary existing at such time and (ii) a return on any Investment by the Covenant Parties in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value at the date of such designation of the Covenant Parties’ (as applicable) Investment in such Subsidiary.

Designation of Subsidiaries. Xxxxxxx (with the consent of the Company) The Borrower may at any time after the Pushdown Closing Date designate any Restricted Subsidiary of any Covenant Party (other than a Borrower) 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) immediately after giving effect to such designation, the Covenant Parties Borrower shall be in compliance, on a Pro Forma Basis, compliance with the covenants set forth in Section 7.11 7.11, determined on a Pro Forma Basis as of the last day of the most recently ended Test Period (it being understood that or, if no Test Period cited in Section 7.11 has passed, the covenants in Section 7.11 for the first Test Period cited in such Section shall be satisfied as of the last four quarters ended ended), in each case, as if such designation had occurred on the last day of such fiscal quarter of the Borrower and, as a condition precedent to the effectiveness of any such designation, Xxxxxxx the Borrower shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance), (iii) none of the Covenant Parties may be designated as an Unrestricted Subsidiary, (iv) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of the Senior Subordinated Mezzanine Debt, the Senior Unsecured Debt or any Junior Financing, as applicable, (viv) no Restricted Subsidiary may be designated an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary and (viv) if a Restricted Subsidiary is being designated as an Unrestricted Subsidiary hereunder, the sum of (A) the fair market value of assets of such Subsidiary as of such date of designation (the “Designation Date”), as set forth on such Subsidiary’s most recent balance sheet, plus (B) the aggregate amount fair market value of assets of all Unrestricted Subsidiaries designated as Unrestricted Subsidiaries pursuant to this Section 6.14 prior to the Designation Date (in each case measured as of the date of each such Unrestricted Subsidiary’s designation as an Unrestricted Subsidiary) shall not exceed 5% of the Total Assets $75,000,000 as of such Designation Date pro forma for such designation. The designation of any Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the Covenant Parties Borrower therein at the date of designation in an amount equal to the net book fair market value of the Covenant Parties’ (as applicable) 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 or Liens of such Subsidiary existing at such time and (ii) a return on any Investment by the Covenant Parties Borrower in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value at the date of such designation of the Covenant Parties’ (as applicable) Borrower’s Investment in such Subsidiary.

Designation of Subsidiaries. Xxxxxxx (with the consent of the Company) may at any time after the Pushdown Date The Borrower shall be permitted to designate any Restricted an existing or subsequently acquired or organized Subsidiary of any Covenant Party (other than a Borrower) as an Unrestricted Subsidiary after the Closing Date, by written notice to the Administrative Agent, so long as (a) no Default has occurred and is continuing or would result therefrom, (b) immediately after giving effect to such designation, the Borrower shall be in compliance on a pro forma basis with Section 8.1, such compliance to be determined on the basis of the financial information most recently delivered to Administrative Agent by the Borrower pursuant to Section 7.1, (c) such Unrestricted Subsidiary shall be capitalized (to the extent capitalized by the Borrower or any of its Subsidiaries) through Investments as permitted by, and in compliance with, Section 8.7, (d) without duplication of clause (c), any assets owned by such Unrestricted Subsidiary at the time of the initial designation thereof shall be treated as Investments pursuant to Section 8.7, and (e) the Borrower shall have delivered to the Administrative Agent an officer’s certificate executed by a Responsible Officer of the Borrower, certifying compliance with the requirements of preceding clauses (a) through (d), and containing the calculations and information required by the preceding clause (b). The Borrower may designate any Unrestricted Subsidiary as to be a Restricted SubsidiarySubsidiary for purposes of this Agreement (each, a “Subsidiary Redesignation”); provided that (i) immediately before and after such designation, no Default shall have has occurred and be continuingis continuing or would result therefrom, (ii) immediately after giving effect to such designationSubsidiary Redesignation, the Covenant Parties Borrower shall be in compliance, compliance on a Pro Forma Basispro forma basis with Section 8.1, with such compliance to be determined on the covenants basis of the financial information most recently delivered to Administrative Agent by the Borrower pursuant to Section 7.1, (iii) the representations and warranties set forth in Section 7.11 (it being understood that if no Test Period cited Article 5 and in Section 7.11 has passed, the covenants in Section 7.11 for the first Test Period cited in such Section other Loan Documents shall be satisfied true and correct in all material respects immediately after giving effect to such Subsidiary Redesignation, except to the extent such representations and warranties expressly relate to an earlier date, in which case such representation and warranties shall have been true and correct in all material respects as of such earlier date, and (iv) the last four quarters ended and, as a condition precedent to the effectiveness of any such designation, Xxxxxxx Borrower shall deliver have delivered to the Administrative Agent an officer’s certificate executed by a certificate setting forth in reasonable detail Responsible Officer of the Borrower, certifying compliance with the requirements of preceding clauses (i) through (iii), and containing the calculations demonstrating such complianceand information required by the preceding clause (ii); provided, (iii) none of the Covenant Parties further, that no Unrestricted Subsidiary that has been designated as a Subsidiary pursuant to a Subsidiary Redesignation may again be designated as an Unrestricted Subsidiary, (iv) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of the Senior Subordinated Debt, the Senior Unsecured Debt or any Junior Financing, as applicable, (v) no Restricted Subsidiary may be designated an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary and (vi) if a Restricted Subsidiary is being designated as an Unrestricted Subsidiary hereunder, the sum of (A) the assets of such Subsidiary as of such date of designation (the “Designation Date”), as set forth on such Subsidiary’s most recent balance sheet, plus (B) the aggregate amount of assets of all Unrestricted Subsidiaries designated as Unrestricted Subsidiaries pursuant to this Section 6.14 prior to the Designation Date (in each case measured as of the date of each such Unrestricted Subsidiary’s designation as an Unrestricted Subsidiary) shall not exceed 5% of the Total Assets as of such Designation Date pro forma for such designation. The designation of any Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the Covenant Parties therein at the date of designation in an amount equal to the net book value of the Covenant Parties’ (as applicable) 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 or Liens of such Subsidiary existing at such time and (ii) a return on any Investment by the Covenant Parties in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value at the date of such designation of the Covenant Parties’ (as applicable) Investment in such Subsidiary.

Designation of Subsidiaries. Xxxxxxx (with the consent of the Company) The Company may at any time after the Pushdown Effective Date (x) designate any Restricted Subsidiary of any Covenant Party (other than a Borrower) subsidiary as an Unrestricted Subsidiary or (y) redesignate any subsidiary that was an Unrestricted Subsidiary on the Effective Date or that was designated as an Unrestricted Subsidiary at the time of the formation or acquisition of such Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after any such designation, no Default or Event of Default shall have occurred and be continuing, (ii) immediately after giving effect to such designation, the Covenant Loan Parties shall be in compliance, on a Pro Forma Basis, compliance with the financial covenants set forth in Section 7.11 6.13 or Section 6.14, as applicable, determined on a pro forma basis (it being understood that if no Test Period cited in A) with respect to Section 7.11 has passed6.13, the covenants in Section 7.11 for the first Test Period cited in such Section shall be satisfied as of the last day of the most recently ended four fiscal quarters ended andof the Company for which financial statements have been delivered pursuant to Section 5.01(a) or 5.01(b), as a condition precedent applicable, and (B) with respect to Section 6.14, as of the effectiveness of any such designation, Xxxxxxx shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance)date thereof, (iii) none no Subsidiary of the Covenant Parties may be designated as an Unrestricted Subsidiary, (iv) no Subsidiary Company may be designated as an Unrestricted Subsidiary for purposes of this Agreement if it is a “Restricted Subsidiary” for the purpose of any other Material Debt of the Senior Subordinated Debt, the Senior Unsecured Debt Company or any Junior Financingof the Restricted Subsidiaries, as applicableand (iv) in no event shall any Borrower, (v) no any Material IP Subsidiary, or any subsidiary that owns any Equity Interest of any Borrower, any Restricted Subsidiary may or any Material IP Subsidiary, in each case, be designated an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary and (vi) if a Restricted Subsidiary is being designated as an Unrestricted Subsidiary hereunder, the sum of (A) the assets of such Subsidiary as of such date of designation (the “Designation Date”), as set forth on such Subsidiary’s most recent balance sheet, plus (B) the aggregate amount of assets of all Unrestricted Subsidiaries designated as Unrestricted Subsidiaries pursuant to this Section 6.14 prior to the Designation Date (in each case measured as of the date of each such Unrestricted Subsidiary’s designation as an Unrestricted Subsidiary) shall not exceed 5% of the Total Assets as of such Designation Date pro forma for such designation. The designation of any Subsidiary subsidiary as an Unrestricted Subsidiary after the Closing Effective Date shall constitute an Investment by the Covenant Parties Company (or its relevant Restricted Subsidiary) therein at the date of designation in an amount equal to the net book value of the Covenant Parties’ Company’s (as applicableor such Restricted Subsidiary’s) investment Investment therein. The designation On the date of redesignation of any Unrestricted Subsidiary as a Restricted Subsidiary, the Company shall be deemed to continue to have a permanent “Investment” in an Unrestricted Subsidiary shall constitute equal to the amount (iif positive) equal to (a) the incurrence “Investment” of the Company in such subsidiary at the time of designation of any Investmentsuch redesignation, Indebtedness or Liens of such Subsidiary existing at such time and less (iib) a return on any Investment by the Covenant Parties in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value (as determined in good faith by the Company) of the net assets of such subsidiary at the date time of such designation of the Covenant Parties’ (as applicable) Investment in such Subsidiaryredesignation.

Designation of Subsidiaries. Xxxxxxx (with the consent of the Company) The Lead Borrower may at any time after the Pushdown Closing Date designate any Restricted Subsidiary of any Covenant Party (other than a Borrower) the Lead Borrower as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted SubsidiarySubsidiary 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 Covenant Parties shall be in complianceConsolidated Total Net Leverage Ratio, determined on a Pro Forma Basis, with the covenants set forth in Section 7.11 (it being understood that if no Test Period cited in Section 7.11 has passed, the covenants in Section 7.11 for the first Test Period cited in such Section shall be satisfied Basis as of the last four quarters day of the most recently ended andTest Period for which Section 9.01 Financials were required to have been delivered, as a condition precedent does not exceed 5.25 to the effectiveness of any such designation, Xxxxxxx shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance)1.00, (iii) none in the case of the Covenant Parties may be designated designation of any Subsidiary as an Unrestricted Subsidiary, such designation shall constitute an Investment in such Unrestricted Subsidiary (calculated as an amount equal to the sum of (x) the fair market value of the Subsidiary designated immediately prior to such designation (such fair market value to be calculated without regard to any Obligations of such Subsidiary under the Subsidiaries Guaranty) and (y) the aggregate principal amount of any Indebtedness owed by the Subsidiary to the Lead Borrower or any of its Subsidiaries immediately prior to such designation, all calculated, except as set forth in the parenthetical to clause (x) above, on a consolidated basis in accordance with U.S. GAAP), and such Investment shall be permitted under Section 10.05, (iv) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of (I) the ABL Credit Agreement, (II) the First Lien Credit Agreement or (III) any Refinancing Notes Indenture, any Permitted Senior Subordinated DebtSecured Notes Document, any Permitted Junior Notes Document or other debt instrument, in each case of this clause (III), with a principal amount in excess of the Senior Unsecured Debt or any Junior Financing, as applicableThreshold Amount, (v) immediately after giving effect to the designation of an Unrestricted Subsidiary as a Restricted Subsidiary, the Lead Borrower shall comply with the provisions of Section 9.12 with respect to such designated Restricted Subsidiary, (vi) no Restricted Subsidiary may be designated an Unrestricted a Subsidiary if it was previously designated an Unrestricted Subsidiary and (vi) if a Restricted Subsidiary is being designated as an Unrestricted Subsidiary hereunder, the sum of (A) the assets of such Subsidiary as of such date of designation (the “Designation Date”), as set forth on such Subsidiary’s most recent balance sheet, plus (B) the aggregate amount of assets of all Unrestricted Subsidiaries designated as Unrestricted Subsidiaries pursuant to this Section 6.14 prior to the Designation Date (in each case measured as of the date of each such Unrestricted Subsidiary’s designation as an Unrestricted Subsidiary, (vii) shall not exceed 5% in the case of the Total Assets as of such Designation Date pro forma for such designation. The designation of any Subsidiary as an Unrestricted Subsidiary after Subsidiary, no recourse whatsoever (whether by contract or by operation of law or otherwise) may be had to the Closing Date Lead Borrower or any of its Restricted Subsidiaries or any of their respective properties or assets for any obligations of such Unrestricted Subsidiary, and (viii) the Lead Borrower shall constitute an Investment have delivered to the Administrative Agent and each Lender a certificate executed by its chief financial officer or treasurer, certifying to the best of such officer’s knowledge, compliance with the requirements of the preceding clauses (i) through (vii), inclusive, and containing the calculations (in reasonable detail) required by the Covenant Parties therein at the date of designation in an amount equal to the net book value of the Covenant Parties’ preceding clause (as applicable) investment thereinii). The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time and (ii) a return on any Investment by the Covenant Parties Lead Borrower in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value at the date of such designation of the Covenant Parties’ (as applicable) Lead Borrower’s Investment in such Subsidiary.

Designation of Subsidiaries. Xxxxxxx (with the consent of the Company) The Lead Borrower may at any time after the Pushdown Closing Date designate any Restricted Subsidiary of any Covenant Party (other than a Borrower) the Lead Borrower as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted SubsidiarySubsidiary 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 Covenant Parties shall be in complianceConsolidated Total Net Leverage Ratio, determined on a Pro Forma Basis, with the covenants set forth in Section 7.11 (it being understood that if no Test Period cited in Section 7.11 has passed, the covenants in Section 7.11 for the first Test Period cited in such Section shall be satisfied Basis as of the last four quarters day of the most recently ended andTest Period for which Section 9.01 Financials were required to have been delivered, as a condition precedent does not exceed 5.25 to the effectiveness of any such designation, Xxxxxxx shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance)1.00, (iii) none in the case of the Covenant Parties may be designated designation of any Subsidiary as an Unrestricted Subsidiary, such designation shall constitute an Investment in such Unrestricted Subsidiary (calculated as an amount equal to the sum of (x) the fair market value of the Subsidiary designated immediately prior to such designation (such fair market value to be calculated without regard to any Obligations of such Subsidiary under the Subsidiaries Guaranty) and (y) the aggregate principal amount of any Indebtedness owed by the Subsidiary to the Lead Borrower or any of its Subsidiaries immediately prior to such designation, all calculated, except as set forth in the parenthetical to clause (x) above, on a consolidated basis in accordance with U.S. GAAP), and such Investment shall be permitted under Section 10.05, (iv) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of (I) the Senior Subordinated DebtABL Credit Agreement, (II) the Senior Unsecured Debt Second Lien Credit Agreement or (III) any Refinancing Notes Indenture, any Permitted Pari Passu Notes Document, any Permitted Junior FinancingNotes Document or other debt instrument, as applicablein each case of this clause (III), with a principal amount in excess of the Threshold Amount, (v) immediately after giving effect to the designation of an Unrestricted Subsidiary as a Restricted Subsidiary, the Lead Borrower shall comply with the provisions of Section 9.12 with respect to such designated Restricted Subsidiary, (vi) no Restricted Subsidiary may be designated an Unrestricted a Subsidiary if it was previously designated an Unrestricted Subsidiary and (vi) if a Restricted Subsidiary is being designated as an Unrestricted Subsidiary hereunder, the sum of (A) the assets of such Subsidiary as of such date of designation (the “Designation Date”), as set forth on such Subsidiary’s most recent balance sheet, plus (B) the aggregate amount of assets of all Unrestricted Subsidiaries designated as Unrestricted Subsidiaries pursuant to this Section 6.14 prior to the Designation Date (in each case measured as of the date of each such Unrestricted Subsidiary’s designation as an Unrestricted Subsidiary, (vii) shall not exceed 5% in the case of the Total Assets as of such Designation Date pro forma for such designation. The designation of any Subsidiary as an Unrestricted Subsidiary after Subsidiary, no recourse whatsoever (whether by contract or by operation of law or otherwise) may be had to the Closing Date Lead Borrower or any of its Restricted Subsidiaries or any of their respective properties or assets for any obligations of such Unrestricted Subsidiary, and (viii) the Lead Borrower shall constitute an Investment have delivered to the Administrative Agent and each Lender a certificate executed by its chief financial officer or treasurer, certifying to the best of such officer’s knowledge, compliance with the requirements of the preceding clauses (i) through (vii), inclusive, and containing the calculations (in reasonable detail) required by the Covenant Parties therein at the date of designation in an amount equal to the net book value of the Covenant Parties’ preceding clause (as applicable) investment thereinii). The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time and (ii) a return on any Investment by the Covenant Parties Lead Borrower in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value at the date of such designation of the Covenant Parties’ (as applicable) Lead Borrower’s Investment in such Subsidiary.

Designation of Subsidiaries. Xxxxxxx (with Subject at all times to the consent provisions of Section 10.3(c), by action of its board of directors, the Company) Company may at any time after the Pushdown Date designate any Restricted Subsidiary or any newly created or acquired Subsidiary of any Covenant Party (other than a Borrower) the Company as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary (each a “Designated Subsidiary”); provided that (i) immediately before and after such designationdesignation on a pro forma basis, no Default or Event of Default shall have occurred and be continuing, (ii) immediately after giving effect to such designation, the Covenant Parties Company shall be in compliance, on a Pro Forma Basispro forma basis, with the financial covenants set forth in Section 7.11 10.3, (it being understood that if no Test Period cited iii) in Section 7.11 has passedthe case of any Unrestricted Designation, immediately after giving effect to such designation, (x) the covenants in Section 7.11 for the first Test Period cited in such Section shall be satisfied remainder of (A) Consolidated EBITDA as of the last four quarters ended andday of the most recently completed fiscal quarter for the Reference Period ending on such day after subtracting (B) the portion, if any, of such Consolidated EBITDA attributable to such Designated Subsidiary, is not less than (y) 85% of Consolidated EBITDA, determined as of the last day of the most recently completed fiscal quarter for the Reference Period ending on such day (and in the case of a condition precedent newly created or acquired Subsidiary designated as an Unrestricted Subsidiary, such calculation of Consolidated EBITDA shall include such new Subsidiary on a pro forma basis as if such new Subsidiary were a Restricted Subsidiary for such period), (iv) the Company shall have delivered to the effectiveness holders of any such designation, Xxxxxxx shall deliver Notes a certificate of a Responsible Officer certifying as to the Administrative Agent a certificate satisfaction of the conditions in clauses (i), (ii) and (iii) above and setting forth in reasonable detail the calculations demonstrating such compliance), necessary to determine compliance with the condition in clauses (ii) and (iii) none of the Covenant Parties may be designated as an Unrestricted Subsidiaryabove, (ivv) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of the Senior Subordinated Debt, the Senior Unsecured Debt or any Junior Financing, as applicable, (v) no Restricted Subsidiary may be designated an Unrestricted Subsidiary if it was previously designated as an Unrestricted Subsidiary and (vi) if a Restricted no Subsidiary is being designated as of an Unrestricted Subsidiary hereunder, the sum of (A) the assets of such Subsidiary as of such date of designation (the “Designation Date”), as set forth on such may be a Restricted Subsidiary’s most recent balance sheet, plus (B) the aggregate amount of assets of all Unrestricted Subsidiaries designated as Unrestricted Subsidiaries pursuant to this Section 6.14 prior to the Designation Date (in each case measured as of the date of each such Unrestricted Subsidiary’s designation as an Unrestricted Subsidiary) shall not exceed 5% of the Total Assets as of such Designation Date pro forma for such designation. The designation of any Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the Covenant Parties Company therein at the date of designation in an amount equal to the net book fair market value of the Covenant Parties’ Company’s or its Restricted Subsidiary’s (as applicable) investment Investment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (ia) the incurrence at the time of such designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time and (iib) a return on any Investment by the Covenant Parties Company in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value at the date of such designation of the Covenant Parties’ Company’s or its Restricted Subsidiary’s (as applicable) Investment in such Subsidiary.

Designation of Subsidiaries. Xxxxxxx (with the consent of the Company) The Borrower may at any time after the Pushdown Date designate any Restricted Subsidiary of any Covenant Party (other than a Borrower) the Borrower 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) immediately after giving effect to such designation, the Covenant Parties Borrower shall be in compliance, on a Pro Forma Basis, with the covenants covenant set forth in Section 7.11 (it being understood that if no Test Period cited in Section 7.11 has passed, the covenants covenant in Section 7.11 for the first Test Period cited in such Section shall be satisfied as of the last four quarters ended ended) whether or not then in effect, and, as a condition precedent to the effectiveness of any such designation, Xxxxxxx the Borrower shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance), compliance and (iii) none of the Covenant Parties may be designated as an Unrestricted Subsidiary, (iv) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of the Senior Subordinated Debt, the Senior Unsecured Debt any Indebtedness for borrowed money permitted under Section 7.03 with an aggregate outstanding principal amount in excess of $100,000,000 or any Junior Financing, as applicable, (v) no Restricted Subsidiary may be designated an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary and (vi) if a Restricted Subsidiary is being designated as an Unrestricted Subsidiary hereunder, the sum of (A) the assets of such Subsidiary as of such date of designation (the “Designation Date”), as set forth on such Subsidiary’s most recent balance sheet, plus (B) the aggregate amount of assets of all Unrestricted Subsidiaries designated as Unrestricted Subsidiaries pursuant to this Section 6.14 prior to the Designation Date (in each case measured as of the date of each such Unrestricted Subsidiary’s designation as an Unrestricted Subsidiary) shall not exceed 5% of the Total Assets as of such Designation Date pro forma for such designation. The designation of any Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the Covenant Parties Borrower therein at the date of designation in an amount equal to the net book fair market value of the Covenant Parties’ Borrower’s or its Subsidiary’s (as applicable) investment 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 or Liens of such Subsidiary existing at such time and (ii) a return on any Investment by the Covenant Parties Borrower in Unrestricted Subsidiaries such Subsidiary pursuant to the preceding sentence in an amount equal to the fair market value at the date of such designation of the Covenant Parties’ Borrower’s or its Subsidiary’s (as applicable) Investment in such Subsidiary.

Designation of Subsidiaries. Xxxxxxx (with the consent of the Companya) The Borrower may at any time after the Pushdown Effective Date designate any Restricted Subsidiary of any Covenant Party (other than a Borrower) the Borrower as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designationdesignation on a Pro Forma Basis, no Default shall have occurred and be continuing, (ii) immediately after giving effect to such designation, the Covenant Parties Borrower shall be in compliance, on a Pro Forma Basis, with the covenants set forth Financial Performance Covenant as of the last day of the most recent period in respect of which financial statements shall have been required to be delivered pursuant to Section 7.11 5.01(a) or (b) (or if prior to the first time such financial statements are so required to be delivered, as of the last day of the most recent period for which financial statements of the Borrower and its Restricted Subsidiaries are available); it being understood that if such last day is prior to March 31, 2008, then the ratio specified for March 31, 2008 under Section 6.12 shall be deemed to apply (it being understood that if no Test Period cited in Section 7.11 has passed, the covenants in Section 7.11 for the first Test Period cited in such Section shall be satisfied as of the last four quarters ended and, as a condition precedent to the effectiveness of any such designation, Xxxxxxx the Borrower shall deliver to the Administrative Agent a certificate of a Financial Officer setting forth in reasonable detail the calculations demonstrating such compliance), (iii) none of the Covenant Parties may be designated as an Unrestricted Subsidiary, (iv) no Subsidiary may be designated as an Unrestricted Subsidiary or continue as an Unrestricted Subsidiary if (A) it is a “Restricted Subsidiary” for the purpose of the Senior Subordinated Debt, the Senior Unsecured Debt Bridge Loan Credit Agreement or any Junior Financingother Indebtedness of Holdings or the Borrower or (B) the Borrower or any Restricted Subsidiary provides any Guarantee or credit support of any kind, including any undertaking, Guarantee, indemnity, agreement or instrument that would constitute Indebtedness (other than the pledge of Equity Interests of Unrestricted Subsidiaries) of any Indebtedness of such Unrestricted Subsidiary or is directly or indirectly liable on such Indebtedness, as applicablea guarantor or otherwise or any Indebtedness of such Unrestricted Subsidiary contains a default that would permit, (v) no upon notice, lapse of time or both, any holder of any Indebtedness of Borrower or any Restricted Subsidiary may to declare a default under such other Indebtedness or cause the payment thereof to be designated an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary accelerated or payable prior to its stated maturity, and (viiv) if a Restricted Subsidiary is being designated as an Unrestricted Subsidiary hereunder, the sum of (A) the assets of such Subsidiary as of such date of designation (the “Designation Date”), as set forth on such Subsidiary’s most recent balance sheet, plus (B) the aggregate amount of assets of all Unrestricted Subsidiaries designated as Unrestricted Subsidiaries pursuant to this Section 6.14 5.15(a) prior to the Designation Date (in each case measured as of the date of each such Unrestricted Subsidiary’s designation as an Unrestricted Subsidiary), together with the amount of all Investments outstanding pursuant to Section 6.04(i) and Section 6.04(xv), as of the Designation Date shall not exceed 5% $20,000,000 (net of cash returns on such Investments to the Borrower or a Qualified Restricted Subsidiary) during any period of 12 consecutive months (with any amount not used during such period permitted to be carried forward to any subsequent period) as of the Total Assets as of such Designation Date on a pro forma basis for such designation. The designation of any Subsidiary as an Unrestricted Subsidiary after the Closing Effective Date shall constitute an Investment by the Covenant Parties Borrower therein at the date of designation in an amount equal to the net book value of the Covenant Parties’ Borrower’s or its Subsidiary’s (as applicable) 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 or Liens of such Subsidiary existing at such time and (ii) a return on any Investment by the Covenant Parties Borrower in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value Fair Market Value at the date of such designation of the Covenant Parties’ Borrower’s or its Subsidiary’s (as applicable) Investment in such Subsidiary.

Designation of Subsidiaries. Xxxxxxx (with the consent of the Company) The Borrower may at any time after the Pushdown Closing Date designate any Restricted Subsidiary of any Covenant Party (other than a Borrower) 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) immediately after giving effect to such designation, the Covenant Parties Borrower shall be in compliance, on a Pro Forma Basis, compliance with the covenants set forth in Section 7.11 7.10(a) and (it being understood that b), determined on a Pro Forma Basis as of the last day of the most recently ended Test Period (or, if no Test Period cited in Section 7.11 7.10(a) or (b), as applicable, has passed, the covenants in Section 7.11 7.10(a) and (b) for the first Test Period cited in such Section shall be satisfied as of the last four quarters ended ended), in each case, as if such designation had occurred on the last day of such fiscal quarter of the Borrower and, as a condition precedent to the effectiveness of any such designation, Xxxxxxx the Borrower shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance), (iii) none of the Covenant Parties may be designated as an Unrestricted Subsidiary, (iv) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of the Senior Subordinated DebtNotes, the Senior Unsecured Debt or any Junior Financing, as applicable, (v) no Restricted Subsidiary may be designated an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary and (viiv) if a Restricted Subsidiary is being designated as an Unrestricted Subsidiary hereunder, the sum of (A) the fair market value of assets of such Restricted Subsidiary as of such date of designation (the “Designation Date”), as set forth on such Subsidiary’s most recent balance sheet, plus (B) the aggregate amount fair market value of assets of all Unrestricted Subsidiaries designated as Unrestricted Subsidiaries pursuant to this Section 6.14 prior to the Designation Date (in each case measured as of the date of each such Unrestricted Subsidiary’s designation as an Unrestricted Subsidiary) shall not exceed 5% of the Total Assets $250,000,000 as of such Designation Date pro forma for such designation. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the Covenant Parties applicable Loan Party therein at the date of designation in an amount equal to the net book fair market value of the Covenant Parties’ (as applicable) applicable Loan Party’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 or Liens of such Subsidiary existing at such time and (ii) a return on any Investment by the Covenant Parties Borrower in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value at the date of such designation of the Covenant Parties’ (as applicable) Borrower’s Investment in such Subsidiary. Notwithstanding the foregoing, neither the Borrower nor any direct or indirect parent of the Borrower shall be permitted to be an Unrestricted Subsidiary.

Designation of Subsidiaries. Xxxxxxx (with the consent of the Company) may at any time after the Pushdown Date No Loan Party will designate any Restricted Subsidiary of any Covenant Party (other than a Borrower) as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that unless (i) the Borrower Representative delivers a written notice to the Administrative Agent of such designation, (ii) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing, (iiiii) immediately after giving effect to such designation, the Covenant Parties shall be in compliance, on a Pro Forma Basis, with the covenants set forth in Section 7.11 (it being understood that if no Test Period cited in Section 7.11 has passed, the covenants in Section 7.11 for the first Test Period cited in such Section shall be satisfied Total Leverage Ratio is less than 4.75 to 1.00 as of the last day of the most recently completed period of four consecutive fiscal quarters ended ending prior to the date of such designation for which the financial statements and certificates required by Section 5.01(a) or 5.01(b), as the case may be, and Section 5.01(d), have been delivered and, as a condition precedent to the effectiveness of any such designation, Xxxxxxx the Borrower Representative shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance), (iii) none of the Covenant Parties may be designated as an Unrestricted Subsidiary, (iv) no such Subsidiary may be is not designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” (or the equivalent) for the purpose of any Senior Notes, any Subordinated Indebtedness of the Senior Subordinated Debt, the Senior Unsecured Debt Loan Parties or any Junior FinancingPermitted Term Debt Documents and is not otherwise generally subject to the representations, as applicablewarranties, covenants and events of default under any Senior Notes, any Subordinated Indebtedness of the Loan Parties or such Permitted Term Debt Documents, (v) no such Restricted Subsidiary may be designated an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary and its subsidiaries do not own any Equity Interests or Indebtedness of, or own or hold any Lien on, any property of any Loan Party, (vi) if a Restricted such Subsidiary is being designated as an Unrestricted Subsidiary hereunderor such Subsidiary’s subsidiaries have not at the time of designation, and do not, thereafter, create, incur, issue, assume, guarantee, or otherwise become directly or indirectly liable with respect to any Indebtedness pursuant to which the sum lender has recourse to any of (A) the assets of any Loan Party, (vii) such Subsidiary is not WESCO Receivables or any Subsidiary which holds any Equity Interests or Indebtedness of WESCO Receivables, (viii) the revenues of such Subsidiary, as of such date end of designation (any fiscal year, for the “Designation Date”)period of four consecutive fiscal quarters then ended, as set forth on such Subsidiary’s most recent balance sheet, plus (B) the aggregate amount of assets of all Unrestricted Subsidiaries designated as Unrestricted Subsidiaries pursuant to this Section 6.14 prior to the Designation Date (in each case measured as of the date of each such Unrestricted Subsidiary’s designation as an Unrestricted Subsidiary) shall not exceed were less than 5% of the Total Assets consolidated revenues of Holdings and its Subsidiaries for such period, (ix) the revenues of such Subsidiary, as of such Designation Date pro forma end of any fiscal year, for the period of four consecutive fiscal quarters then ended, when taken together with the revenues of all Excluded Subsidiaries and all other Unrestricted Subsidiaries were less than 15% of the consolidated revenues of Holdings and its Subsidiaries for such designationperiod, (x) the consolidated assets of such Subsidiary, as of end of any fiscal year, were less than 5% of the consolidated total assets of Holdings and its Subsidiaries as of the end of such fiscal year, and (xi) the consolidated assets of such Subsidiary, as of end of any fiscal year, when taken together with the consolidated assets of all Excluded Subsidiaries and all other Unrestricted Subsidiaries were less than 15% of the consolidated total assets of Holdings and its Subsidiaries as of the end of such fiscal year (in the case of each of the foregoing clauses (viii) through (xi), as reflected on the most recent annual or quarterly consolidated financial statements of Holdings and its Subsidiaries). The designation of any Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment therein by the Covenant Parties therein such Borrower and its Restricted Subsidiaries, as applicable, at the date of designation in an amount equal to the net book fair market value of the Covenant Partiesapplicable parties’ investment therein (as applicable) the fair market value of such investment thereinto be calculated without regard to any guarantee provided by such designated or re designated Unrestricted Subsidiary). The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (iA) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time and (iiB) a return on any Investment by the Covenant Parties such Borrower or any Restricted Subsidiary in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value at the date of such designation of the Covenant Partiessuch Borrower’s and its Restricted Subsidiaries’ (as applicable) Investment in such Subsidiary. Notwithstanding anything to the contrary herein, any Unrestricted Subsidiary that has been redesignated as a Restricted Subsidiary may not be subsequently redesignated as an Unrestricted Subsidiary.

Designation of Subsidiaries. Xxxxxxx (with the consent of the Company) The Borrower may at any time after the Pushdown Closing Date designate any Restricted Subsidiary of any Covenant Party (other than a Borrower) 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) immediately after giving effect to such designation, the Covenant Parties Borrower shall be in compliance, on a Pro Forma Basis, compliance with the covenants set forth in Section 7.11 7.10(a) and (it being understood that b), determined on a Pro Forma Basis as of the last day of the most recently ended Test Period (or, if no Test Period cited in Section 7.11 7.10(a) or (b), as applicable, has passed, the covenants in Section 7.11 7.10(a) and (b) for the first Test Period cited in such Section shall be satisfied as of the last four quarters ended ended), in each case, as if such designation had occurred on the last day of such fiscal quarter of the Borrower and, as a condition precedent to the effectiveness of any such designation, Xxxxxxx the Borrower shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance), (iii) none of the Covenant Parties may be designated as an Unrestricted Subsidiary, (iv) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of the Senior Subordinated DebtNotes, the Senior Unsecured Debt or any Junior Financing, as applicable, (v) no Restricted Subsidiary may be designated an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary applicable and (viiv) if a Restricted Subsidiary is being designated as an Unrestricted Subsidiary hereunder, the sum of (A) the fair market value of assets of such Restricted Subsidiary as of such date of designation (the “Designation Date”), as set forth on such Subsidiary’s most recent balance sheet, plus (B) the aggregate amount fair market value of assets of all Unrestricted Subsidiaries designated as Unrestricted Subsidiaries pursuant to this Section 6.14 prior to the Designation Date (in each case measured as of the date of each such Unrestricted Subsidiary’s designation as an Unrestricted Subsidiary) shall not exceed 5% of the Total Assets $250,000,000 as of such Designation Date pro forma for such designation. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the Covenant Parties applicable Loan Party therein at the date of designation in an amount equal to the net book fair market value of the Covenant Parties’ (as applicable) applicable Loan Party’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 or Liens of such Subsidiary existing at such time and (ii) a return on any Investment by the Covenant Parties Borrower in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value at the date of such designation of the Covenant Parties’ (as applicable) Borrower’s Investment in such Subsidiary. Notwithstanding the foregoing, neither the Borrower nor any direct or indirect parent of the Borrower shall be permitted to be an Unrestricted Subsidiary.

Designation of Subsidiaries. Xxxxxxx (with In the consent case of the Company) may Borrower, at any time after the Pushdown Date and from time to time in its sole discretion, designate any Restricted Subsidiary of any Covenant Party (other than a Borrower) as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (ia) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing, (iib) immediately after giving effect to such designation, the Covenant Parties Borrower shall be in compliance, on a Pro Forma Basispro forma basis, with the covenants set forth in Section 7.11 Sections 6.11 and 6.12 (it being understood that if no Test Period cited in Section 7.11 has passed, the covenants in Section 7.11 for the first Test Period cited in such Section shall be satisfied as of the last four quarters ended and, as a condition precedent to the effectiveness of any such designation, Xxxxxxx the Borrower shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance), (iiic) none no Subsidiary that owns any Equity Interests of the Covenant Parties may any Restricted Subsidiary, shall be designated as an Unrestricted Subsidiary, (ivd) (i) the designation of any Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Borrower or the applicable Restricted Subsidiary therein at the date of designation in an amount equal to the net book value (or, in the case of any guarantee or similar Investment, the fair market value thereof) of such Investments of the Borrower or such Restricted Subsidiary and (ii) no such designation shall be effective if, immediately after such designation, the sum of (x) the amount of all such Investments and (y) the amount of all Investments in majority-owned joint ventures, in each case net of cash returned to the Borrower or a Restricted Subsidiary in respect of such Investments, exceeds $150,000,000 in the aggregate, (e) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of the Senior Subordinated DebtNotes, the any other Permitted Senior Unsecured Debt Indebtedness or any Junior Financing, as applicable, Permitted Subordinated Indebtedness (v) no Restricted Subsidiary may be designated an Unrestricted Subsidiary if unless it was previously designated an Unrestricted Subsidiary and (vi) if a Restricted Subsidiary is being concurrently designated as an Unrestricted Subsidiary hereunder, for the sum of (A) the assets purpose of such other Indebtedness) and (f) there shall be no Unrestricted Subsidiary as of such (other than Titan II and Ascension) on the Effective Date or the Funding Date. If any Person becomes a Restricted Subsidiary on any date of designation (after the “Designation Date”), as set forth on such Subsidiary’s most recent balance sheet, plus (B) the aggregate amount of assets of all Unrestricted Subsidiaries designated as Unrestricted Subsidiaries pursuant to this Section 6.14 prior to the Designation Funding Date (in each case measured as including by redesignation of the date of each such Unrestricted Subsidiary’s designation as an Unrestricted Subsidiary) shall not exceed 5% of the Total Assets as of such Designation Date pro forma for such designation. The designation of any Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the Covenant Parties therein at the date of designation in an amount equal to the net book value of the Covenant Parties’ (as applicable) investment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) Subsidiary), the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Person outstanding on such date will be deemed to have been incurred by such Person on such date for purposes of Section 6.01, but will not be considered the sale or issuance of Equity Interests for purposes of Section 6.05. Titan II and Ascension will be deemed designated an Unrestricted Subsidiary existing immediately upon its becoming a Subsidiary of the Borrower, provided that the conditions in clauses (a) through (e) above are satisfied at such time and (ii) a return on any Investment by the Covenant Parties in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value at the date of such designation of the Covenant Parties’ (as applicable) Investment in such Subsidiarytime.

Designation of Subsidiaries. Xxxxxxx The board of directors (with the consent or similar governing body) of the Company) Borrower may at any time after the Pushdown Date designate any Restricted Subsidiary of any Covenant Party (other than a Borrower) as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing, (ii) immediately after giving effect to such designation, the Covenant Parties Borrower and its Subsidiaries shall be in compliance, on a Pro Forma Basis, pro forma compliance with each of the covenants set forth in Section 7.11 (it being understood that if no Test Period cited in Section 7.11 has passed, the covenants in Section 7.11 for the first Test Period cited in such Section shall be satisfied as of the last four quarters ended and, as a condition precedent to the effectiveness of any such designation, Xxxxxxx shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance)6.7, (iii) none of the Covenant Parties may be designated as an Unrestricted Subsidiary, (iv) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of the Senior any Subordinated Debt, the Senior Unsecured Debt or any Junior Financing, as applicableIndebtedness, (viv) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary and Subsidiary, (v) Borrower shall deliver to Administrative Agent at least five (5) Business Days prior to such designation a certificate of an Authorized Officer of Borrower, together with all relevant financial information reasonably requested by Administrative Agent, demonstrating compliance with the foregoing clauses (i) through (v) of this Section 5.16 and, if applicable, certifying that such subsidiary meets the requirements of an “Unrestricted Subsidiary”, (vi) if at least ten (10) days prior to the designation of any Unrestricted Subsidiary as a Restricted Subsidiary, to the extent requested at least ten (10) days in advance, 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 PATRIOT Act, with respect to such subsidiary, and (vii) no Subsidiary is being may be designated as an Unrestricted Subsidiary, and no Unrestricted Subsidiary hereunder, the sum of (A) the assets of such Subsidiary as of such date of designation (the “Designation Date”), as set forth on such Subsidiary’s most recent balance sheet, plus (B) the aggregate amount of assets of all Unrestricted Subsidiaries may be designated as Unrestricted Subsidiaries pursuant to this Section 6.14 prior to the Designation Date (in each case measured as of the date of each such Unrestricted a Restricted Subsidiary’s designation as an Unrestricted Subsidiary) shall not exceed 5% of the Total Assets as of such Designation Date pro forma for such designation, more than once. The designation of any Subsidiary subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the Covenant Parties Borrower therein at the date of designation in an amount equal to the net book fair market value of Borrower’s Investment therein; provided that upon a redesignation of such subsidiary as a Restricted Subsidiary, Borrower shall be deemed to continue to have a permanent Investment in an Unrestricted Subsidiary in an amount (if positive) equal to (i) the lesser of (A) the fair market value of Investments of Borrower and its Subsidiaries in such Unrestricted Subsidiary at the time of such redesignation, combination or transfer (or of the assets transferred or conveyed, as applicable) and (B) the fair market value of Investments of Borrower and its Subsidiaries made in connection with the designation of such Subsidiary as an Unrestricted Subsidiary minus (ii) the portion (proportionate to Borrower’s and its Subsidiaries’ Equity Interest in such Subsidiary) of the fair market value of the Covenant Parties’ (as applicable) investment thereinnet assets of such Subsidiary at the time of such redesignation. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time and (ii) a return on any Investment by the Covenant Parties in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value at the date of such designation of the Covenant Parties’ (as applicable) Investment in such Subsidiarytime.

Designation of Subsidiaries. Xxxxxxx (with the consent of the Company) The Company may at any time after the Pushdown Closing Date designate any Restricted Subsidiary of any Covenant Party (other than a Borrower) the Company as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted SubsidiarySubsidiary by written notice to the Administrative Agent; provided that (i) immediately before and after such designation, no Default shall have occurred and be continuing, (ii) immediately the Credit Parties would be in compliance on a pro forma basis with the financial covenants set forth in Article IX recomputed as of the end of the period of the four fiscal quarters most recently ended for which the Company has delivered financial statements pursuant to Section 7.1(a) or 7.1(b) after giving effect to such designation, the Covenant Parties shall be in compliance, on a Pro Forma Basis, with the covenants set forth in Section 7.11 (it being understood that if no Test Period cited in Section 7.11 has passed, the covenants in Section 7.11 for the first Test Period cited in such Section shall be satisfied as of the last four quarters ended and, as a condition precedent to the effectiveness of any such designation, Xxxxxxx shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance)redesignation, (iii) none in the case of the Covenant Parties may be designated designation of any Restricted Subsidiary as an Unrestricted Subsidiary, such designation shall constitute an Investment in such Unrestricted Subsidiary (calculated as an amount equal to the sum of (x) the net worth of the Subsidiary designated immediately prior to such designation (such net worth to be calculated without regard to any Obligations of such Subsidiary under the Loan Documents) and (y) to the extent not reflected in such net worth, the aggregate principal amount of any Indebtedness owed by the Subsidiary to the Company or any of its Restricted Subsidiaries immediately prior to such designation, all calculated, except as set forth in the parenthetical to clause (x) above, on a Consolidated basis in accordance with GAAP), and such Investment shall be permitted under Section 10.3, (iv) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of (or is otherwise subject to the Senior Subordinated Debtcovenants under, or otherwise obligated for) any material Indebtedness for borrowed money of the Company or any Restricted Subsidiary, (v) immediately after giving effect to the designation of an Unrestricted Subsidiary as a Restricted Subsidiary, the Senior Unsecured Debt or any Junior FinancingCompany shall comply with the provisions of Section 8.11 with respect to such designated Restricted Subsidiary, as to the extent applicable, (vvi) no Restricted Subsidiary may be designated a Subsidiary of an Unrestricted Subsidiary, and no Unrestricted Subsidiary shall have a Lien on the assets of the Company or a Restricted Subsidiary except as permitted by Section 10.2, (vii) once an Unrestricted Subsidiary if it was previously is designated as a Restricted Subsidiary pursuant to this Section 8.14, such Restricted Subsidiary may not be redesignated as an Unrestricted Subsidiary thereafter, and (vi) if once a Restricted Subsidiary is being designated as an Unrestricted Subsidiary hereunder, the sum of (A) the assets of such Subsidiary as of such date of designation (the “Designation Date”), as set forth on such Subsidiary’s most recent balance sheet, plus (B) the aggregate amount of assets of all Unrestricted Subsidiaries designated as Unrestricted Subsidiaries pursuant to this Section 6.14 prior 8.14, such Unrestricted Subsidiary may only be redesignated as a Restricted Subsidiary one time thereafter and (viii) the Company shall have delivered to the Designation Date Administrative Agent and each Lender a certificate executed by its chief financial officer or treasurer, certifying to the best of such officer’s knowledge, compliance with the requirements of the preceding clauses (i) through (vi), inclusive, and containing the calculations (in each case measured as of the date of each such Unrestricted Subsidiary’s designation as an Unrestricted Subsidiaryreasonable detail) shall not exceed 5% of the Total Assets as of such Designation Date pro forma for such designation. The designation of any Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment required by the Covenant Parties therein at the date of designation in an amount equal to the net book value of the Covenant Parties’ preceding clause (as applicable) investment thereinii). The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time and (ii) a return on any Investment by the Covenant Parties Company in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value at the date of such designation of the Covenant Parties’ (as applicable) Company’s Investment in such SubsidiarySubsidiary (that have not otherwise been transferred to or invested in other Unrestricted Subsidiaries).

Designation of Subsidiaries. Xxxxxxx (with the consent of the Company) The Lead Borrower may at any time after the Pushdown Closing Date designate any Restricted Subsidiary of any Covenant Party (other than a the Canadian Borrower) as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted SubsidiarySubsidiary 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 Covenant Parties Distribution Conditions shall be in compliance, satisfied on a Pro Forma Basis, with the covenants set forth in Section 7.11 (it being understood that if no Test Period cited in Section 7.11 has passed, the covenants in Section 7.11 for the first Test Period cited in such Section shall be satisfied as of the last four quarters ended and, as a condition precedent to the effectiveness of any such designation, Xxxxxxx shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance), (iii) none in the case of the Covenant Parties may be designated designation of any Subsidiary as an Unrestricted Subsidiary, such designation shall constitute an Investment in such Unrestricted Subsidiary (calculated as an amount equal to the sum of (x) the net worth of the Subsidiary designated immediately prior to such designation (such net worth to be calculated without regard to any Obligations of such Subsidiary under the Credit Party Guaranty) and (y) the aggregate principal amount of any Indebtedness owed by the Subsidiary to the Lead Borrower or any Restricted Subsidiary immediately prior to such designation, all calculated, except as set forth in the parenthetical to clause (x) above, on a consolidated basis in accordance with U.S. GAAP), and such Investment shall be permitted under Section 10.05, (iv) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of (I) the Senior Subordinated Debt, Notes Indenture (or any indenture that governs Indebtedness that refinances the Senior Unsecured Debt Notes), or (II) any Permitted Junior FinancingNotes Document or other debt instrument, as applicablein each case of this clause (II), with a principal amount in excess of the Threshold Amount, (v) immediately after giving effect to the designation of an Unrestricted Subsidiary as a Restricted Subsidiary, the Lead Borrower shall comply with the provisions of Section 9.12 with respect to such designated Restricted Subsidiary, (vi) no Restricted Subsidiary may be designated an Unrestricted a Subsidiary if it was previously designated an Unrestricted Subsidiary and (vi) if a Restricted Subsidiary is being designated as an Unrestricted Subsidiary hereunder, the sum of (A) the assets of such Subsidiary as of such date of designation (the “Designation Date”), as set forth on such Subsidiary’s most recent balance sheet, plus (B) the aggregate amount of assets of all Unrestricted Subsidiaries designated as Unrestricted Subsidiaries pursuant to this Section 6.14 prior to the Designation Date (in each case measured as of the date of each such Unrestricted Subsidiary’s designation as an Unrestricted Subsidiary, (vii) shall not exceed 5% in the case of the Total Assets as of such Designation Date pro forma for such designation. The designation of any Subsidiary as an Unrestricted Subsidiary, no recourse whatsoever (whether by contract or by operation of law or otherwise) may be had to the Lead Borrower or any Restricted Subsidiary after or any of their respective properties or assets for any obligations of such Unrestricted Subsidiary and (viii) the Closing Date Lead Borrower shall constitute an Investment have delivered to the Administrative Agent and each Lender a certificate executed by its chief financial officer or treasurer or other officer of such Person having substantially the same authority and responsibility, certifying to the best of such officer’s knowledge, compliance with the requirements of the preceding clauses (i) through (vii), inclusive, and containing the calculations (in reasonable detail) required by the Covenant Parties therein at the date of designation in an amount equal to the net book value of the Covenant Parties’ preceding clause (as applicable) investment thereinii). The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (iA) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time and (iiB) a return on any Investment by the Covenant Parties Lead Borrower in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value at the date of such designation of the Covenant Parties’ (as applicable) Lead Borrower’s Investment in such Subsidiary.

Designation of Subsidiaries. Xxxxxxx (with the consent of the Company) The Lead Borrower may at any time after the Pushdown Closing Date designate any Restricted Subsidiary of any Covenant Party (other than a the Canadian Borrower) as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted SubsidiarySubsidiary 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 Covenant Parties Distribution Conditions shall be in compliance, satisfied on a Pro Forma Basis, with the covenants set forth in Section 7.11 (it being understood that if no Test Period cited in Section 7.11 has passed, the covenants in Section 7.11 for the first Test Period cited in such Section shall be satisfied as of the last four quarters ended and, as a condition precedent to the effectiveness of any such designation, Xxxxxxx shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance), (iii) none in the case of the Covenant Parties may be designated designation of any Subsidiary as an Unrestricted Subsidiary, such designation shall constitute an Investment in such Unrestricted Subsidiary (calculated as an amount equal to the sum of (x) the net worth of the Subsidiary designated immediately prior to such designation (such net worth to be calculated without regard to any Obligations of such Subsidiary under the Credit Party Guaranty) and (y) the aggregate principal amount of any Indebtedness owed by the Subsidiary to the Lead Borrower or any Restricted Subsidiary immediately prior to such designation, all calculated, except as set forth in the parenthetical to clause (x) above, on a consolidated basis in accordance with U.S. GAAP), and such Investment shall be permitted under Section 10.05, (iv) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of (I) the Senior Subordinated Debt, Notes Indenture (or any indenture that governs Indebtedness that refinances the Senior Unsecured Debt Notes), or (II) any Permitted Junior FinancingNotes Document or other debt instrument, as applicablein each case of this clause (II), with a principal amount in excess of the Threshold Amount, (v) immediately after giving effect to the designation of an Unrestricted Subsidiary as a Restricted Subsidiary, the Lead Borrower shall comply with the provisions of Section 9.12 with respect to such designated Restricted Subsidiary, (vi) no Restricted Subsidiary may be designated an Unrestricted a Subsidiary if it was previously designated an Unrestricted Subsidiary and (vi) if a Restricted Subsidiary is being designated as an Unrestricted Subsidiary hereunder, the sum of (A) the assets of such Subsidiary as of such date of designation (the “Designation Date”), as set forth on such Subsidiary’s most recent balance sheet, plus (B) the aggregate amount of assets of all Unrestricted Subsidiaries designated as Unrestricted Subsidiaries pursuant to this Section 6.14 prior to the Designation Date (in each case measured as of the date of each such Unrestricted Subsidiary’s designation as an Unrestricted Subsidiary, (vii) shall not exceed 5% in the case of the Total Assets as of such Designation Date pro forma for such designation. The designation of any Subsidiary as an Unrestricted Subsidiary, no recourse whatsoever (whether by contract or by operation of law or otherwise) may be had to the Lead Borrower or any Restricted Subsidiary after or any of their respective properties or assets for any obligations of such Unrestricted Subsidiary and (viii) the Closing Date Lead Borrower shall constitute an Investment have delivered to the Administrative Agent and each Lender a certificate executed by its chief financial officer or treasurer, certifying to the best of such officer’s knowledge, compliance with the requirements of the preceding clauses (i) through (vii), inclusive, and containing the calculations (in reasonable detail) required by the Covenant Parties therein at the date of designation in an amount equal to the net book value of the Covenant Parties’ preceding clause (as applicable) investment thereinii). The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (iA) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time and (iiB) a return on any Investment by the Covenant Parties Lead Borrower in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value at the date of such designation of the Covenant Parties’ (as applicable) Lead Borrower’s Investment in such Subsidiary.

Designation of Subsidiaries. Xxxxxxx (with the consent of the Company) The Borrower may at any time after the Pushdown Closing Date designate any Restricted Subsidiary of any Covenant Party (other than a Borrower) the Borrower as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing, (ii) immediately after giving effect to such designation, the Covenant Parties Holdings shall be in compliance, on a Pro Forma Basis, with the covenants set forth in Section 7.11 (it being understood that if no Test Period cited in Section 7.11 has passed, the covenants in Section 7.11 for the first Test Period cited in such Section shall be satisfied as of the last four quarters ended and, as a condition precedent to the effectiveness of any such designation, Xxxxxxx Holdings shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance), (iii) none of the Covenant Parties may be designated as an Unrestricted Subsidiary, (iv) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of the Senior Subordinated Debt, the Senior Unsecured Debt or any Junior Financing, as applicable, (viv) no Restricted Subsidiary may be designated an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary and (viv) if a Restricted Subsidiary is being designated as an Unrestricted Subsidiary hereunder, the sum of (A) the fair market value of assets of such Subsidiary as of such date of designation (the “Designation Date”), as set forth on such Subsidiary’s most recent balance sheet, plus (B) the aggregate amount fair market value of assets of all Unrestricted Subsidiaries designated as Unrestricted Subsidiaries pursuant to this Section 6.14 6.15 prior to the Designation Date (in each case measured as of the date of each such Unrestricted Subsidiary’s designation as an Unrestricted Subsidiary) shall not exceed 55.0% of the Total Assets total consolidated assets of Holdings and its Subsidiaries as of such Designation Date pro forma for such designation. The designation of any Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the Covenant Parties Borrower therein at the date of designation in an amount equal to the net book fair market value of the Covenant Parties’ Borrower’s (as applicable) 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 or Liens of such Subsidiary existing at such time and (ii) a return Return on any Investment by the Covenant Parties Borrower in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value at the date of such designation of the Covenant Parties’ Borrower’s (as applicable) Investment in such Subsidiary.

Designation of Subsidiaries. Xxxxxxx (with the consent of the Company) The Borrower may at any time after the Pushdown Third Restatement Effective Date designate (or re-designate) any existing or subsequently acquired or organized Restricted Subsidiary of any Covenant Party (other than a Borrower) the Borrower as an Unrestricted Subsidiary and designate (or re-designate) any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designationdesignation or re-designation on a Pro Forma Basis, no Event of Default shall have occurred and be continuingcontinuing (including after the reclassification of investments in, Indebtedness of, and Liens on, the applicable Subsidiary or its assets) and (ii) immediately after giving effect to such designation or re-designation, the Covenant Parties Borrower and its Restricted Subsidiaries shall be in compliance, on a Pro Forma Basis, with the covenants set forth in Section 7.11 (it being understood that if no Test Period cited in Section 7.11 has passed, the covenants in Section 7.11 for the first Test Period cited in such Section shall be satisfied 6.22 recomputed as of the last four quarters ended and, as a condition precedent to the effectiveness of any such designation, Xxxxxxx shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance), (iii) none day of the Covenant Parties may be designated as an Unrestricted Subsidiary, (iv) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of the Senior Subordinated Debt, the Senior Unsecured Debt or any Junior Financing, as applicable, (v) no Restricted Subsidiary may be designated an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary and (vi) if a Restricted Subsidiary is being designated as an Unrestricted Subsidiary hereunder, the sum of (A) the assets of such Subsidiary as of such date of designation (the “Designation Date”), as set forth on such Subsidiary’s most recent balance sheet, plus (B) the aggregate amount of assets of all Unrestricted Subsidiaries designated as Unrestricted Subsidiaries period for which financial statements have been or were required to be delivered pursuant to this Section 6.14 prior to the Designation Date 6.1(a) or (in each case measured as of the date of each such Unrestricted Subsidiary’s designation as an Unrestricted Subsidiary) shall not exceed 5% of the Total Assets as of such Designation Date pro forma for such designationb). The designation (or re-designation) of any Subsidiary as an Unrestricted Subsidiary after the Closing Third Restatement Effective Date shall constitute an Investment investment by the Covenant Parties Borrower therein at the date of designation in an amount equal to the net book value of the Covenant Parties’ (as applicableor re-designation) 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 or Liens of such Subsidiary existing at such time and (ii) a return on any Investment by the Covenant Parties in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value at the date of such designation of the Covenant Parties’ Borrower’s or its Restricted Subsidiary’s (as applicable) Investment investment therein. Such designation (or re-designation) will be permitted only if an investment in such Subsidiaryamount would be permitted at such time pursuant to Section 6.17. Unrestricted Subsidiaries will not be subject to any of the mandatory prepayments, representations and warranties, covenants or Events of Default set forth in the Loan Documents.

Designation of Subsidiaries. Xxxxxxx (with the consent of the Company) The Borrower may at any time after the Pushdown Date consummation of the BBI Transaction designate any Restricted additional Subsidiary of any Covenant Party (other than a Borrower) 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 continuingor Event of Default then exists or would result therefrom, (ii) immediately after giving effect to such designation, the Covenant Parties Borrower shall be in compliance, on a Pro Forma Basis, with the covenants set forth in Section 7.11 (it being understood that if no Test Period cited in Section 7.11 has passed, the covenants in Section 7.11 for the first Test Period cited in such Section shall be satisfied as of the last four quarters day of the Fiscal Quarter ended andon or most recently prior to the date of the respective designation, as if such designation had been made on the first day of the four Fiscal Quarter period ended on the last day of such most recently ended Fiscal Quarter, with a condition precedent to the effectiveness Consolidated Secured Leverage Ratio of any such designation, Xxxxxxx shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance)less than 3.50:1.00, (iii) none such Unrestricted Subsidiary shall be capitalized (to the extent capitalized by the Borrower or any of its Subsidiaries) solely through Investments as permitted by, and in compliance with, Section 8.3(k), valued at their fair market value (as determined in good faith by the Borrower) at the time of such designation, it being understood that, without duplication, any assets owned by such Unrestricted Subsidiary at the time of the Covenant Parties may initial designation thereof shall be treated as Investments pursuant to Section 8.3(k) and valued at their fair market value (as determined in good faith by the Borrower, taking appropriate account of the liabilities of such Unrestricted Subsidiary) at the time of such designation, (v) such Subsidiary shall have been designated as an Unrestricted Subsidiary“unrestricted subsidiary” (to the extent applicable) for purposes of the Existing Notes Indentures, any Permitted Refinancing thereof or any Permitted Additional Debt, (ivvi) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for such Subsidiary shall own any equity interests in, or have any Lien on any property of, the purpose Borrower or any Subsidiary of the Senior Subordinated DebtBorrower, other than another Unrestricted Subsidiary, (vii) except to the Senior Unsecured Debt extent permitted by Section 8.1(p), any Indebtedness of such Unrestricted Subsidiary is not recourse to the Borrower or any Junior Financingof its Subsidiaries (other than Unrestricted Subsidiaries) or to any of their respective assets, and (viii) the Borrower shall have delivered to the Administrative Agent a certificate executed by a Responsible Officer of the Borrower certifying compliance with the requirements of preceding clauses (i) through (vii) and demonstrating (in reasonable detail) the calculations required to establish compliance with preceding clauses (ii), (iii) and (iv). The Borrower may designate any Unrestricted Subsidiary to be a Subsidiary for purposes of this Agreement and the other Loan Documents; provided that (A) no Default or Event of Default has occurred and is continuing or would result therefrom, (B) any Indebtedness of the applicable Unrestricted Subsidiary and any Liens encumbering its property existing at the time of such designation shall be deemed newly incurred or created, as applicable, at such time, (vC) no Restricted Subsidiary may be designated an at the time of such designation, such Unrestricted Subsidiary if it was previously designated an Unrestricted shall be treated as a newly acquired or created Subsidiary for purposes of Sections 7.10 and 7.11 and the Borrower and the applicable Subsidiary shall comply with such Sections 7.10 and 7.11, (viD) if a Restricted Subsidiary is being designated as an Unrestricted Subsidiary hereunder, at the sum of (A) the assets time of such Subsidiary as of such date of designation (but only in the “Designation Date”), as set forth on such Subsidiary’s most recent balance sheet, plus (B) the aggregate amount case of assets of all Unrestricted Subsidiaries an entity that was initially designated as Unrestricted Subsidiaries pursuant to this Section 6.14 prior to the Designation Date (in each case measured as of the date of each such Unrestricted Subsidiary’s designation as an Unrestricted Subsidiary) shall not exceed 5% of the Total Assets as of such Designation Date pro forma for such designation. The designation of any Subsidiary as an Unrestricted Subsidiary after the Closing Fifth Amendment Effective Date and not as part of the BBI Transaction), the investment basket under Section 8.3(k) shall constitute an Investment be replenished by the Covenant Parties therein at the date of designation in an amount equal to the net book value lesser of the Covenant Parties’ (as applicablex) 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 or Liens of such Subsidiary existing at such time and (ii) a return on any Investment by the Covenant Parties in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value at (as determined in good faith by the date Borrower) of the assets of such designation Unrestricted Subsidiary at such time (but, for this purpose, excluding the fair market value of the Covenant Parties’ assets of any Subsidiary of such Unrestricted Subsidiary that is to remain an Unrestricted Subsidiary) and (as applicabley) Investment the aggregate amount of the Investments of the Borrower and its Subsidiaries theretofore made in such Unrestricted Subsidiary, and (E) the Borrower shall have delivered to the Administrative Agent a certificate executed by a Responsible Officer of the Borrower certifying compliance with the requirements of preceding clauses (A) and (B) and demonstrating in reasonable detail the replenishment amount referenced in preceding clause (D). Notwithstanding the foregoing, any Unrestricted Subsidiary that has been re-designated a Subsidiary may not be subsequently re-designated as an Unrestricted Subsidiary.”

Designation of Subsidiaries. Xxxxxxx (with the consent of the Company) may at At any time after the Pushdown Date Effective Date, the Borrower Representative may, in addition to the Unrestricted Subsidiaries listed on Schedule 1.01(c) on the Effective Date, designate any Restricted Subsidiary of any Covenant Party (other than a Borrower) as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted SubsidiarySubsidiary upon prior written notice to the Administrative Agent; provided that (i) [***], each Subsidiary of the Company organized under the laws of a jurisdiction other than the United States (or any State thereof), the District of Columbia, Canada (or any Province thereof) or England and Subsidiaries organized under the laws of the United States (or any state thereof), the District of Columbia, Canada (or any Province thereof) or England that are immaterial to the business of the Loan Parties taken as a whole shall be the only Subsidiaries eligible to be designated as Unrestricted Subsidiaries on Schedule 1.01(c) or pursuant to this Section 5.14, (ii) in the case of designation of any Restricted Subsidiary as an Unrestricted Subsidiary, immediately before and after such designation, no Specified Default shall have occurred and be continuing, (iiiii) in the case of designation of any Restricted Subsidiary as an Unrestricted Subsidiary, immediately after giving effect to such designation, the Covenant Parties Borrowers shall be in compliance, on a Pro Forma Basispro forma basis, with the covenants set forth in Section 7.11 6.13 (it being understood that if no Test Period cited in Section 7.11 has passed, the covenants in Section 7.11 for the first Test Period cited in such Section shall be satisfied as of the last four quarters ended and, as a condition precedent to the effectiveness of any such designation, Xxxxxxx the Borrower Representative shall deliver to the Administrative Agent a certificate of a Financial Officer setting forth in reasonable detail the calculations demonstrating such compliance), (iii) none of the Covenant Parties may be designated as an Unrestricted Subsidiary, (iv) no Subsidiary may be designated as an Unrestricted Subsidiary on Schedule 1.01(c) or pursuant to this Section 5.14 if it is a “Restricted Subsidiary” (or any other defined term having a similar purpose) for the purpose of the Senior Subordinated Debt, the Senior Unsecured Debt Note Documents or any Junior Financing, other agreement relating to any Subordinated Indebtedness (unless concurrently designated as applicablean Unrestricted Subsidiary under such documents as well), (v) no Restricted Subsidiary may be designated an Unrestricted Subsidiary on Schedule 1.01(c) or pursuant to this Section 5.14 if it was previously designated an Unrestricted Subsidiary and Subsidiary, (vi) no Restricted Subsidiary may be designated an Unrestricted Subsidiary if it owns any Equity Interests of, or holds any Indebtedness of, any other Restricted Subsidiary, (vii) if a Restricted Subsidiary is being designated as an Unrestricted Subsidiary hereunder, (A) the sum of (Ai) the net tangible assets of such Subsidiary as of such date of designation (the “Designation Date”), as set forth on such Subsidiary’s most recent balance sheet, plus (Bii) the aggregate amount of total assets of all Unrestricted Subsidiaries listed on Schedule 1.01(c) on the Effective Date (other than the [***]) plus the aggregate amount of total assets of all Unrestricted Subsidiaries designated as Unrestricted Subsidiaries pursuant to this Section 6.14 5.14 prior to the Designation Date (in each case measured as of such date) shall not exceed 5.0% of the consolidated total assets of the Company and its Subsidiaries (other than the [***]) at such date, pro forma for such designation and (B) the sum of (i) the EBITDA contributed by such Subsidiary as of the Designation Date, plus (ii) the aggregate amount of EBITDA contributed by all Unrestricted Subsidiaries listed on Schedule 1.01(c) on the Effective Date (other than the [***]) plus the aggregate amount of total EBITDA of all Unrestricted Subsidiaries designated as Unrestricted Subsidiaries pursuant to this Section 5.14 prior to the Designation Date (in each case measured as of the date of each such Unrestricted Subsidiary’s designation as an Unrestricted SubsidiaryDesignation Date) shall not exceed 55.0% of EBITDA for the Total Assets period of four fiscal quarters of the Company and its Subsidiaries (other than [***]) most recently ended for which financial statements have been or are required to have been delivered pursuant to Sections 4.01(b), 5.01(a) or 5.01(b), as applicable, as of such Designation Date Date, pro forma for such designation, and (viii) the Borrower Representative shall have delivered to the Administrative Agent a certificate of a Financial Officer certifying compliance with the provisions of this Section 5.14 setting forth in reasonable detail the computations necessary to determine such compliance. The Notwithstanding the foregoing, the designation of any Subsidiary as an Unrestricted Subsidiary after the Closing Effective Date shall constitute an Investment investment by the Covenant Parties Company and its Restricted Subsidiaries, as applicable, therein at the date of designation Designation Date in an amount equal to the net book value of the Covenant Partiesapplicable parties’ (as applicable) investment therein. Subject to Section 5.13(a), any Subsidiary of an Unrestricted Subsidiary shall automatically be deemed to be an Unrestricted Subsidiary. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Investmentall investments, Indebtedness or and Liens of such Subsidiary existing at such time and (ii) a return on any Investment investment by the Covenant Parties Company or any Restricted Subsidiary in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value at the date of such designation of the Covenant PartiesCompany’s and its Restricted Subsidiaries’ (as applicable) Investment investment in such Subsidiary.. [Names redacted]

Designation of Subsidiaries. Xxxxxxx (with the consent of the Company) may at any time after the Pushdown Date The Borrower shall be permitted to designate any Restricted an existing or subsequently acquired or organized Subsidiary of any Covenant Party (other than a Borrower) as an Unrestricted Subsidiary after the Closing Date, by written notice to the Administrative Agent, so long as (a) no Default has occurred and is continuing or would result therefrom, (b) immediately after giving effect to such designation, the Borrower shall be in compliance on a pro forma basis with Section 8.1,8.1 (whether or not currently in effect), such compliance to be determined on the basis of the financial information most recently delivered to Administrative Agent by the Borrower pursuant to Section 7.1, (c) such Unrestricted Subsidiary shall be capitalized (to the extent capitalized by the Borrower or any of its Subsidiaries) through Investments as permitted by, and in compliance with, Section 8.7, (d) without duplication of clause (c), any assets owned by such Unrestricted Subsidiary at the time of the initial designation thereof shall be treated as Investments pursuant to Section 8.7, and (e) the Borrower shall have delivered to the Administrative Agent an officer’s certificate executed by a Responsible Officer of the Borrower, certifying compliance with the requirements of preceding clauses (a) through (d), and containing the calculations and information required by the preceding clause (b). The Borrower may designate any Unrestricted Subsidiary as to be a Restricted SubsidiarySubsidiary for purposes of this Agreement (each, a “Subsidiary Redesignation”); provided that (i) immediately before and after such designation, no Default shall have has occurred and be continuingis continuing or would result therefrom, (ii) immediately after giving effect to such designationSubsidiary Redesignation, the Covenant Parties Borrower shall be in compliance, compliance on a Pro Forma Basispro forma basis with Section 8.1,8.1 (whether or not currently in effect), with such compliance to be determined on the covenants basis of the financial information most recently delivered to Administrative Agent by the Borrower pursuant to Section 7.1, (iii) the representations and warranties set forth in Section 7.11 (it being understood that if no Test Period cited Article 5 and in Section 7.11 has passed, the covenants in Section 7.11 for the first Test Period cited in such Section other Loan Documents shall be satisfied true and correct in all material respects immediately after giving effect to such Subsidiary Redesignation, except to the extent such representations and warranties expressly relate to an earlier date, in which case such representation and warranties shall have been true and correct in all material respects as of such earlier date, and (iv) the last four quarters ended and, as a condition precedent to the effectiveness of any such designation, Xxxxxxx Borrower shall deliver have delivered to the Administrative Agent an officer’s certificate executed by a certificate setting forth in reasonable detail Responsible Officer of the Borrower, certifying compliance with the requirements of preceding clauses (i) through (iii), and containing the calculations demonstrating such complianceand information required by the preceding clause (ii); provided, (iii) none of the Covenant Parties further, that no Unrestricted Subsidiary that has been designated as a Subsidiary pursuant to a Subsidiary Redesignation may again be designated as an Unrestricted Subsidiary, (iv) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of the Senior Subordinated Debt, the Senior Unsecured Debt or any Junior Financing, as applicable, (v) no Restricted Subsidiary may be designated an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary and (vi) if a Restricted Subsidiary is being designated as an Unrestricted Subsidiary hereunder, the sum of (A) the assets of such Subsidiary as of such date of designation (the “Designation Date”), as set forth on such Subsidiary’s most recent balance sheet, plus (B) the aggregate amount of assets of all Unrestricted Subsidiaries designated as Unrestricted Subsidiaries pursuant to this Section 6.14 prior to the Designation Date (in each case measured as of the date of each such Unrestricted Subsidiary’s designation as an Unrestricted Subsidiary) shall not exceed 5% of the Total Assets as of such Designation Date pro forma for such designation. The designation of any Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the Covenant Parties therein at the date of designation in an amount equal to the net book value of the Covenant Parties’ (as applicable) 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 or Liens of such Subsidiary existing at such time and (ii) a return on any Investment by the Covenant Parties in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value at the date of such designation of the Covenant Parties’ (as applicable) Investment in such Subsidiary.

Designation of Subsidiaries. Xxxxxxx (with Holdings or the consent of the Company) may Borrower may, at any time after the Pushdown Date Closing Date, designate any Restricted Subsidiary of any Covenant Party (other than a Borrower) as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted SubsidiarySubsidiary (the date of any such designation, the “Designation Date”); provided that (i) immediately before and after such designation, no Default shall have occurred and be continuing, (ii) immediately after giving effect to such designation, the Covenant Parties Borrower shall be in compliance, on a Pro Forma Basis, compliance with the covenants set forth in Section 7.11 7.10(a) and (it being understood that b), determined on a Pro Forma Basis as of the last day of the most recently ended Test Period (or, if no Test Period cited in Section 7.11 7.10(a) or (b), as applicable, has passed, the covenants in Section 7.11 7.10(a) and (b) for the first Test Period cited in such Section shall be satisfied as of the last four quarters ended ended), in each case, as if such designation had occurred on the last day of such four fiscal quarters of the Borrower and, as a condition precedent to the effectiveness of any such designation, Xxxxxxx the Borrower shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance), (iii) none of the Covenant Parties may be designated as an Unrestricted Subsidiary, (iv) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of the Senior Subordinated Debt, the Senior Unsecured Debt or any Junior Financing, as applicableNotes, (viv) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it was previously designated as an Unrestricted Subsidiary pursuant to this Section 6.14 more than one time prior to such Designation Date and (viv) if a Restricted Subsidiary is being designated as an Unrestricted Subsidiary hereunder, the sum of (A) the fair market value of assets of such Restricted Subsidiary as of such date of designation (the “Designation Date”), as set forth on such Subsidiary’s most recent balance sheet, plus (B) the aggregate amount fair market value of assets of all Unrestricted Subsidiaries designated as Unrestricted Subsidiaries pursuant to this Section 6.14 prior to the Designation Date (in each case measured as of the date of each such Unrestricted Subsidiary’s designation as an Unrestricted Subsidiary) shall not exceed 5% of the Total Assets $37,500,000 as of such Designation Date pro forma for such designation. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the Covenant Parties applicable Loan Party therein at the date of designation in an amount equal to the net book fair market value of the Covenant Parties’ (as applicable) applicable Loan Party’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 or Liens of such Subsidiary existing at such time and (ii) a return on any Investment by the Covenant Parties applicable Loan Party in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value at the date original Designation Date of such designation of the Covenant Parties’ (as applicable) Loan Party’s Investment in such Subsidiary. Notwithstanding the foregoing, neither the Borrower nor any direct or indirect parent of the Borrower shall be permitted to be an Unrestricted Subsidiary.

Designation of Subsidiaries. Xxxxxxx (with the consent of the Company) may at At any time after the Pushdown Date Effective Date, the Borrower Representative may, in addition to the Unrestricted Subsidiaries listed on Schedule 1.01(c) on the Effective Date, designate any Restricted Subsidiary of any Covenant Party (other than a Borroweran Interim Holdco) as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted SubsidiarySubsidiary upon prior written notice to the Administrative Agent; provided that (i) Northeast Retailer Group, each Subsidiary of the Company organized under the laws of a jurisdiction other than the United States (or any State thereof), the District of Columbia, Canada (or any Province thereof) or England and Subsidiaries organized under the laws of the United States (or any state thereof), the District of Columbia, Canada (or any Province thereof) or England that are immaterial to the business of the Loan Parties taken as a whole shall be the only Subsidiaries eligible to be designated as Unrestricted Subsidiaries on Schedule 1.01(c) or pursuant to this Section 5.14, (ii) in the case of designation of any Restricted Subsidiary as an Unrestricted Subsidiary, immediately before and after such designation, no Specified Default shall have occurred and be continuing, (iiiii) in the case of designation of any Restricted Subsidiary as an Unrestricted Subsidiary, immediately after giving effect to such designation, the Covenant Parties Borrowers shall be in compliance, on a Pro Forma Basispro forma basis, with the covenants set forth in Section 7.11 6.13 (it being understood that if no Test Period cited in Section 7.11 has passed, the covenants in Section 7.11 for the first Test Period cited in such Section shall be satisfied as of the last four quarters ended and, as a condition precedent to the effectiveness of any such designation, Xxxxxxx the Borrower Representative shall deliver to the Administrative Agent a certificate of a Financial Officer setting forth in reasonable detail the calculations demonstrating such compliance), (iii) none of the Covenant Parties may be designated as an Unrestricted Subsidiary, (iv) no Subsidiary may be designated as an Unrestricted Subsidiary on Schedule 1.01(c) or pursuant to this Section 5.14 if it is a “Restricted Subsidiary” (or any other defined term having a similar purpose) for the purpose of the Senior Subordinated Debt, 2009 Note Documents or the Senior Unsecured Debt or any Junior Financing, 2010 Note Documents (unless concurrently designated as applicablean Unrestricted Subsidiary under such documents as well), (v) no Restricted Subsidiary may be designated an Unrestricted Subsidiary on Schedule 1.01(c) or pursuant to this Section 5.14 if it was previously designated an Unrestricted Subsidiary and Subsidiary, (vi) no Restricted Subsidiary may be designated an Unrestricted Subsidiary if it owns any Equity Interests of, or holds any Indebtedness of, any other Restricted Subsidiary, (vii) if a Restricted Subsidiary is being designated as an Unrestricted Subsidiary hereunder, (A) the sum of (Ai) the net tangible assets of such Subsidiary as of such date of designation (the “Designation Date”), as set forth on such Subsidiary’s most recent balance sheet, plus (Bii) the aggregate amount of total assets of all Unrestricted Subsidiaries listed on Schedule 1.01(c) on the Effective Date (other than the Northeast Retailer Group) plus the aggregate amount of total assets of all Unrestricted Subsidiaries designated as Unrestricted Subsidiaries pursuant to this Section 6.14 5.14 prior to the Designation Date (in each case measured as of such date) shall not exceed 5.0% of the consolidated total assets of the Company and its Subsidiaries (other than the Northeast Retailer Group) at such date, pro forma for such designation and (B) the sum of (i) the EBITDA contributed by such Subsidiary as of the Designation Date, plus (ii) the aggregate amount of EBITDA contributed by all Unrestricted Subsidiaries listed on Schedule 1.01(c) on the Effective Date (other than the Northeast Retailer Group) plus the aggregate amount of total EBITDA of all Unrestricted Subsidiaries designated as Unrestricted Subsidiaries pursuant to this Section 5.14 prior to the Designation Date (in each case measured as of the date of each such Unrestricted Subsidiary’s designation as an Unrestricted SubsidiaryDesignation Date) shall not exceed 55.0% of EBITDA for the Total Assets period of four fiscal quarters of the Company and its Subsidiaries (other than Northeast Retailer Group) most recently ended for which financial statements have been or are required to have been delivered pursuant to Sections 4.01(b), 5.01(a) or 5.01(b), as applicable, as of such Designation Date Date, pro forma for such designation, and (viii) the Borrower Representative shall have delivered to the Administrative Agent a certificate of a Financial Officer certifying compliance with the provisions of this Section 5.14 setting forth in reasonable detail the computations necessary to determine such compliance. The Notwithstanding the foregoing, the designation of any Subsidiary as an Unrestricted Subsidiary after the Closing Effective Date shall constitute an Investment investment by the Covenant Parties Company and its Restricted Subsidiaries, as applicable, therein at the date of designation Designation Date in an amount equal to the net book value of the Covenant Partiesapplicable parties’ (as applicable) investment therein. Subject to Section 5.13(a), any Subsidiary of an Unrestricted Subsidiary shall automatically be deemed to be an Unrestricted Subsidiary. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Investmentall investments, Indebtedness or and Liens of such Subsidiary existing at such time and (ii) a return on any Investment investment by the Covenant Parties Company or any Restricted Subsidiary in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value at the date of such designation of the Covenant PartiesCompany’s and its Restricted Subsidiaries’ (as applicable) Investment investment in such Subsidiary.

Designation of Subsidiaries. Xxxxxxx (with the consent of the Company) The Designated Company may at any time after the Pushdown Closing Date designate any Restricted Subsidiary of any Covenant Party (other than a Borrower) the Designated Company 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) immediately after giving effect to such designation, the Covenant Parties Designated Company shall be in compliance, on a Pro Forma Basis, with the covenants set forth in Section 7.11 Financial Performance Covenant (it being understood that if no Test Period cited in Section 7.11 has passed, the covenants in Section 7.11 for the first Test Period cited in such Section shall be satisfied as of the last four quarters ended andthat, as a condition precedent to the effectiveness of any such designation, Xxxxxxx the Designated Company shall deliver to the Administrative Agent a certificate of a Responsible Officer setting forth in reasonable detail the calculations demonstrating such compliance), (iii) none the Consolidated Interest Coverage Ratio for the most recently ended four fiscal quarter period for which financial statements have been delivered pursuant to Section 5.01(a) or (b) shall be greater than 2.00 to 1.00 on a Pro Forma Basis (it being understood that, as a condition precedent to the effectiveness of any such designation, the Covenant Parties may be designated as an Unrestricted SubsidiaryDesignated Company shall deliver to the Administrative Agent a certificate of a Responsible Officer setting forth in reasonable detail the calculations demonstrating such Consolidated Interest Coverage Ratio), (iv) no Subsidiary may be designated as an Unrestricted Subsidiary or continue as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of any of the Senior Subordinated DebtNotes, the Revolving Credit Agreement, any Additional Senior Unsecured Debt Secured Indebtedness, any Junior Secured Indebtedness or any Junior Financingother Indebtedness, as applicable, constituting Material Indebtedness, (v) no Restricted Subsidiary may be designated an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary and Subsidiary, (vi) if a Restricted Subsidiary is being designated as an Unrestricted Subsidiary hereunderunder this Section 5.16, the sum of (A) the fair market value of assets of such Subsidiary as of such date of designation (the “Designation Date”), as set forth on such Subsidiary’s most recent balance sheet, plus (B) the aggregate amount fair market value of assets of all Unrestricted Subsidiaries designated as Unrestricted Subsidiaries pursuant to this Section 6.14 5.16 prior to the Designation Date (in each case measured as of the date of each such Unrestricted Subsidiary’s designation as an Unrestricted Subsidiary) shall not exceed 5% of $500,000,000 in the Total Assets aggregate as of such Designation Date pro forma for such designation, (vii) no Restricted Subsidiary shall be a Subsidiary of an Unrestricted Subsidiary and (viii) no Co-Borrower (and no Person that directly or indirectly owns any Equity Interests of a Co-Borrower) may be designated as an Unrestricted Subsidiary. The designation of any Subsidiary as an Unrestricted Subsidiary under this Section 5.16 after the Closing Date shall constitute an Investment by the Covenant Parties Designated Company or its applicable Restricted Subsidiary therein at the date of designation in an amount equal to the net book fair market value of the Covenant Parties’ Designated Company’s or such Restricted Subsidiary’s (as applicable) investment 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 or Liens of such Subsidiary existing at such time and (ii) a return on any Investment by the Covenant Parties Designated Company or any of its Restricted Subsidiaries in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the lesser of (x) the fair market value at the date of such designation of the Covenant Parties’ Designated Company’s or its Restricted Subsidiary’s (as applicable) Investment in such Subsidiary and (y) the amount of Investments made by the Designated Company or its Restricted Subsidiaries in such Unrestricted Subsidiary from and after the date of such Subsidiary was designated as an Unrestricted Subsidiary.. 187

Designation of Subsidiaries. Xxxxxxx (with the consent of the Company) may at any time after the Pushdown Date No Loan Party will designate any Restricted Subsidiary of any Covenant Party (other than a Borrower) as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that unless (i) the Borrower Representative delivers a written notice to the Administrative Agent of such designation, (ii) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing, (iiiii) immediately after giving effect to such designation, the Covenant Parties shall be in compliance, on a Pro Forma Basis, with the covenants set forth in Section 7.11 (it being understood that if no Test Period cited in Section 7.11 has passed, the covenants in Section 7.11 for the first Test Period cited in such Section shall be satisfied Total Leverage Ratio is less than 4.75 to 1.00 as of the last day of the most recently completed period of four consecutive fiscal quarters ended ending prior to the date of such designation for which the financial statements and certificates required by Section 5.01(a) or 5.01(b), as the case may be, and Section 5.01(d), have been delivered and, as a condition precedent to the effectiveness of any the designation such designation, Xxxxxxx Borrower Representative shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance), (iii) none of the Covenant Parties may be designated as an Unrestricted Subsidiary, (iv) no such Subsidiary may be is not designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” (or the equivalent) for the purpose of the 2021 Senior Subordinated DebtNotes, the 2024 Senior Unsecured Debt Notes, any Subordinated Indebtedness of the Loan Parties or any Junior FinancingPermitted Term Debt Documents and is not otherwise generally subject to the representations, as applicablewarranties, covenants and events of default under the 2021 Senior Notes, the 2024 Senior Notes, any Subordinated Indebtedness of the Loan Parties or such Permitted Term Debt Documents, (v) no such Restricted Subsidiary may be designated an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary and its subsidiaries do not own any Equity Interests or Indebtedness of, or own or hold any Lien on, any property of any Loan Party, (vi) if a Restricted such Subsidiary is being designated as an Unrestricted Subsidiary hereunderor such Subsidiary’s subsidiaries have not at the time of designation, and do not, thereafter, create, incur, issue, assume, guarantee, or otherwise become directly or indirectly liable with respect to any Indebtedness pursuant to which the sum lender has recourse to any of (A) the assets of any Loan Party, (vii) such Subsidiary is not WESCO Receivables or any Subsidiary which holds any Equity Interests or Indebtedness of WESCO Receivables, (viii) the revenues of such Subsidiary, as of such date end of designation (any fiscal year, for the “Designation Date”)period of four consecutive fiscal quarters then ended, as set forth on such Subsidiary’s most recent balance sheet, plus (B) the aggregate amount of assets of all Unrestricted Subsidiaries designated as Unrestricted Subsidiaries pursuant to this Section 6.14 prior to the Designation Date (in each case measured as of the date of each such Unrestricted Subsidiary’s designation as an Unrestricted Subsidiary) shall not exceed were less than 5% of the Total Assets consolidated revenues of Holdings and its Subsidiaries for such period, (ix) the revenues of such Subsidiary, as of such Designation Date pro forma end of any fiscal year, for the period of four consecutive fiscal quarters then ended, when taken together with the revenues of all Excluded Subsidiaries and all other Unrestricted Subsidiaries were less than 15% of the consolidated revenues of Holdings and its Subsidiaries for such designationperiod, (x) the consolidated assets of such Subsidiary, as of end of any fiscal year, were less than 5% of the consolidated total assets of Holdings and its Subsidiaries as of the end of such fiscal year, and (xi) the consolidated assets of such Subsidiary, as of end of any fiscal year, when taken together with the consolidated assets of all Excluded Subsidiaries and all other Unrestricted Subsidiaries were less than 15% of the consolidated total assets of Holdings and its Subsidiaries as of the end of such fiscal year (in the case of each of the foregoing clauses (viii) through (xi), as reflected on the most recent annual or quarterly consolidated financial statements of Holdings and its Subsidiaries). The designation of any Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment therein by the Covenant Parties therein such Borrower and its Restricted Subsidiaries, as applicable, at the date of designation in an amount equal to the net book fair market value of the Covenant Partiesapplicable parties’ investment therein (as applicable) the fair market value of such investment thereinto be calculated without regard to any guarantee provided by such designated or re designated Unrestricted Subsidiary). The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (iA) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time and (iiB) a return on any Investment by the Covenant Parties such Borrower or any Restricted Subsidiary in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value at the date of such designation of the Covenant Partiessuch Borrower’s and its Restricted Subsidiaries’ (as applicable) Investment in such Subsidiary. Notwithstanding anything to the contrary herein, any Unrestricted Subsidiary that has been redesignated as a Restricted Subsidiary may not be subsequently redesignated as an Unrestricted Subsidiary.

Designation of Subsidiaries. Xxxxxxx (with the consent of the Company) may at any time after the Pushdown Date The Borrower shall be permitted to designate any Restricted an existing or subsequently acquired or organized Subsidiary of any Covenant Party (other than a Borrower) as an Unrestricted Subsidiary after the Closing Date, by written notice to the Administrative Agent, so long as (a) no Default has occurred and is continuing or would result therefrom, (b) immediately after giving effect to such designation, the Borrower shall be in compliance on a pro forma basis with Section 8.1 (whether or not currently in effect), such compliance to be determined on the basis of the financial information most recently delivered to Administrative Agent by the Borrower pursuant to Section 7.1, (c) such Unrestricted Subsidiary shall be capitalized (to the extent capitalized by the Borrower or any of its Subsidiaries) through Investments as permitted by, and in compliance with, Section 8.7, (d) without duplication of clause (c), any assets owned by such Unrestricted Subsidiary at the time of the initial designation thereof shall be treated as Investments pursuant to Section 8.7, and (e) the Borrower shall have delivered to the Administrative Agent an officer’s certificate executed by a Responsible Officer of the Borrower, certifying compliance with the requirements of preceding clauses (a) through (d), and containing the calculations and information required by the preceding clause (b). The Borrower may designate any Unrestricted Subsidiary as to be a Restricted SubsidiarySubsidiary for purposes of this Agreement (each, a “Subsidiary Redesignation”); provided that (i) immediately before and after such designation, no Default shall have has occurred and be continuingis continuing or would result therefrom, (ii) immediately after giving effect to such designationSubsidiary Redesignation, the Covenant Parties Borrower shall be in compliance, compliance on a Pro Forma Basispro forma basis with Section 8.1 (whether or not currently in effect), with such compliance to be determined on the covenants basis of the financial information most recently delivered to Administrative Agent by the Borrower pursuant to Section 7.1, (iii) the representations and warranties set forth in Section 7.11 (it being understood that if no Test Period cited 5 and in Section 7.11 has passed, the covenants in Section 7.11 for the first Test Period cited in such Section other Loan Documents shall be satisfied true and correct in all material respects immediately after giving effect to such Subsidiary Redesignation, except to the extent such representations and warranties expressly relate to an earlier date, in which case such representation and warranties shall have been true and correct in all material respects as of such earlier date, and (iv) the last four quarters ended and, as a condition precedent to the effectiveness of any such designation, Xxxxxxx Borrower shall deliver have delivered to the Administrative Agent an officer’s certificate executed by a certificate setting forth in reasonable detail Responsible Officer of the Borrower, certifying compliance with the requirements of preceding clauses (i) through (iii), and containing the calculations demonstrating such complianceand information required by the preceding clause (ii); provided, (iii) none of the Covenant Parties further, that no Unrestricted Subsidiary that has been designated as a Subsidiary pursuant to a Subsidiary Redesignation may again be designated as an Unrestricted Subsidiary, (iv) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of the Senior Subordinated Debt, the Senior Unsecured Debt or any Junior Financing, as applicable, (v) no Restricted Subsidiary may be designated an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary and (vi) if a Restricted Subsidiary is being designated as an Unrestricted Subsidiary hereunder, the sum of (A) the assets of such Subsidiary as of such date of designation (the “Designation Date”), as set forth on such Subsidiary’s most recent balance sheet, plus (B) the aggregate amount of assets of all Unrestricted Subsidiaries designated as Unrestricted Subsidiaries pursuant to this Section 6.14 prior to the Designation Date (in each case measured as of the date of each such Unrestricted Subsidiary’s designation as an Unrestricted Subsidiary) shall not exceed 5% of the Total Assets as of such Designation Date pro forma for such designation. The designation of any Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the Covenant Parties therein at the date of designation in an amount equal to the net book value of the Covenant Parties’ (as applicable) 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 or Liens of such Subsidiary existing at such time and (ii) a return on any Investment by the Covenant Parties in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value at the date of such designation of the Covenant Parties’ (as applicable) Investment in such Subsidiary.

Designation of Subsidiaries. Xxxxxxx (with the consent of the Company) The Lead Borrower may at any time after the Pushdown Closing Date designate any Restricted Subsidiary of any Covenant Party (other than a the Canadian Borrower) as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted SubsidiarySubsidiary 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 Covenant Parties Distribution Conditions shall be in compliance, satisfied on a Pro Forma Basis, with the covenants set forth in Section 7.11 (it being understood that if no Test Period cited in Section 7.11 has passed, the covenants in Section 7.11 for the first Test Period cited in such Section shall be satisfied as of the last four quarters ended and, as a condition precedent to the effectiveness of any such designation, Xxxxxxx shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance), (iii) none in the case of the Covenant Parties may be designated designation of any Subsidiary as an Unrestricted Subsidiary, such designation shall constitute an Investment in such Unrestricted Subsidiary (calculated as an amount equal to the sum of (x) the net worth of the Subsidiary designated immediately prior to such designation (such net worth to be calculated without regard to any Obligations of such Subsidiary under the Credit Party Guaranty) and (y) the aggregate principal amount of any Indebtedness owed by the Subsidiary to the Lead Borrower or any Restricted Subsidiary immediately prior to such designation, all calculated, except as set forth in the parenthetical to clause (x) above, on a consolidated basis in accordance with U.S. GAAP), and such Investment shall be permitted under Section 10.05, (iv) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of (I) the Senior Subordinated Debt, the Senior Unsecured Debt SecuredSenior Notes Indenture (or any indenture that governs Indebtedness that refinances the SecuredSenior Notes), or (II) any Permitted Junior FinancingNotes Document or other debt instrument, as applicablein each case of this clause (II), with a principal amount in excess of the Threshold Amount, (v) immediately after giving effect to the designation of an Unrestricted Subsidiary as a Restricted Subsidiary, the Lead Borrower shall comply with the provisions of Section 9.12 with respect to such designated Restricted Subsidiary, (vi) no Restricted Subsidiary may be designated an Unrestricted a Subsidiary if it was previously designated an Unrestricted Subsidiary and (vi) if a Restricted Subsidiary is being designated as an Unrestricted Subsidiary hereunder, the sum of (A) the assets of such Subsidiary as of such date of designation (the “Designation Date”), as set forth on such Subsidiary’s most recent balance sheet, plus (B) the aggregate amount of assets of all Unrestricted Subsidiaries designated as Unrestricted Subsidiaries pursuant to this Section 6.14 prior to the Designation Date (in each case measured as of the date of each such Unrestricted Subsidiary’s designation as an Unrestricted Subsidiary, (vii) shall not exceed 5% in the case of the Total Assets as of such Designation Date pro forma for such designation. The designation of any Subsidiary as an Unrestricted Subsidiary, no recourse whatsoever (whether by contract or by operation of law or otherwise) may be had to the Lead Borrower or any Restricted Subsidiary after or any of their respective properties or assets for any obligations of such Unrestricted Subsidiary and (viii) the Closing Date Lead Borrower shall constitute an Investment have delivered to the Administrative Agent and each Lender a certificate executed by its chief financial officer or treasurer, certifying to the best of such officer’s knowledge, compliance with the requirements of the preceding clauses (i) through (vii), inclusive, and containing the calculations (in reasonable detail) required by the Covenant Parties therein at the date of designation in an amount equal to the net book value of the Covenant Parties’ preceding clause (as applicable) investment thereinii). The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (iA) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time and (iiB) a return on any Investment by the Covenant Parties Lead Borrower in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value at the date of such designation of the Covenant Parties’ (as applicable) Lead Borrower’s Investment in such Subsidiary.

Designation of Subsidiaries. Xxxxxxx (with the consent of the Companya) The Parent Borrower may at any time after the Pushdown Date (i) designate any Restricted Subsidiary of any Covenant Party (Subsidiary, other than a any Borrower) , as an Unrestricted Subsidiary unless such Restricted Subsidiary or any of its Subsidiaries owns any Capital Stock or Indebtedness of, or owns or holds any lien on any property of, the Parent Borrower or any other Restricted Subsidiary of the Parent Borrower that is not a Subsidiary of the Restricted Subsidiary to be so designated; provided, that immediately after giving effect to such designation, no Default or Event of Default shall exist and either (A) such designation was made at or prior to the Closing Date, (B) the Restricted Subsidiary to be so designated has Consolidated Total Assets of $1.0 million or less, or (C) if such Restricted Subsidiary has Consolidated Total Assets greater than $1.0 million, then the ownership of the Capital Stock of such Restricted Subsidiary would constitute an Investment permitted under Section 7.04 or (ii) designate any Unrestricted Subsidiary as a Restricted Subsidiary; provided provided, that (i) immediately before and after such designation, no Default shall have occurred and be continuing, (ii) immediately after giving effect to such designation, no Default or Event of Default shall exist and either (A) the Covenant Parties shall be in compliance, Cash Interest Coverage Ratio of the Parent Borrower and its Restricted Subsidiaries calculated on a Pro Forma Basis, with Basis shall either (x) exceed 2.00 to 1.00 or (y) exceed the covenants set forth Cash Interest Coverage Ratio immediately prior to such designation and any other transactions in Section 7.11 (it being understood that if no Test Period cited in Section 7.11 has passed, the covenants in Section 7.11 for the first Test Period cited in such Section shall be satisfied as of the last four quarters ended and, as a condition precedent to the effectiveness of any such designation, Xxxxxxx shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance), (iii) none of the Covenant Parties may be designated as an Unrestricted Subsidiary, (iv) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of the Senior Subordinated Debt, the Senior Unsecured Debt connection therewith or any Junior Financing, as applicable, (v) no Restricted Subsidiary may be designated an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary and (vi) if a Restricted Subsidiary is being designated as an Unrestricted Subsidiary hereunder, the sum of (A) the assets of such Subsidiary as of such date of designation (the “Designation Date”), as set forth on such Subsidiary’s most recent balance sheet, plus (B) the aggregate amount of assets of all such Unrestricted Subsidiaries designated as Unrestricted Subsidiaries Subsidiary shall be a special purpose Subsidiary with no Indebtedness outstanding other than Indebtedness that can be incurred (and upon such designation shall be deemed to be incurred and outstanding) pursuant to this Section 6.14 prior to the Designation Date (in each case measured as of the date of each such Unrestricted Subsidiary’s designation as an Unrestricted Subsidiary) shall not exceed 5% of the Total Assets as of such Designation Date pro forma for such designation. The designation of any Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the Covenant Parties therein at the date of designation in an amount equal to the net book value of the Covenant Parties’ (as applicable) 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 or Liens of such Subsidiary existing at such time and (ii) a return on any Investment by the Covenant Parties in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value at the date of such designation of the Covenant Parties’ (as applicable) Investment in such Subsidiary7.03.

Designation of Subsidiaries. Xxxxxxx (with the consent of the Company) The Borrower may at any time after the Pushdown Date designate any Restricted Subsidiary of any Covenant Party (other than a Borrower) the Borrower 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) immediately after giving effect to such designation, the Covenant Parties Borrower shall be in compliance, on a Pro Forma Basis, with the covenants covenant set forth in Section 7.11 (( it being understood that if no Test Period cited in Section 7.11 has passed, the covenants covenant in Section 7.11 for the first Test Period cited in such Section shall be satisfied as of the last four quarters ended ended) if then in effect, and, as a condition precedent to the effectiveness of any such designation, Xxxxxxx the Borrower shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance), and (iii) none of the Covenant Parties may be designated as an Unrestricted Subsidiary, (iv) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of the any Senior Subordinated DebtNotes Documents, the Opco Senior Unsecured Debt Notes Documents or any Junior Financing, as applicable, and (viv) no Restricted Subsidiary may be designated an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary and (vi) if a Restricted Subsidiary is being designated as an Unrestricted Subsidiary hereunder, the sum of (A) the assets of such Subsidiary as of such date of designation (the “Designation Date”), as set forth on such Subsidiary’s most recent balance sheet, plus (B) the aggregate amount of assets of all Unrestricted Subsidiaries designated as Unrestricted Subsidiaries pursuant to this Section 6.14 prior to the Designation Date (in each case measured as of the date of each such Unrestricted Subsidiary’s designation as an Unrestricted Subsidiary) shall not exceed 5% of the Total Assets as of such Designation Date pro forma for such designation. The designation of any Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the Covenant Parties Borrower therein at the date of designation in an amount equal to the net book fair market value of the Covenant Parties’ Borrower’s or its Subsidiary’s (as applicable) investment 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 or Liens of such Subsidiary existing at such time and (ii) a return on any Investment by the Covenant Parties Borrower in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value at the date of such designation of the Covenant Parties’ Borrower’s or its Subsidiary’s (as applicable) Investment in such Subsidiary.

Designation of Subsidiaries. Xxxxxxx (with the consent The board of directors of the Company) Lead Borrower may at any time after the Pushdown Date designate any Restricted Subsidiary of any Covenant Party (other than a Borrower) 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) immediately after giving effect to such designation, the Covenant Parties Payment Conditions shall be in compliance, on a Pro Forma Basis, with the covenants set forth in Section 7.11 have been satisfied (it being understood that if no Test Period cited in Section 7.11 has passed, the covenants in Section 7.11 for the first Test Period cited in such Section shall be satisfied as of the last four quarters ended and, as a condition precedent to the effectiveness of any such designation, Xxxxxxx the Lead Borrower shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliancesatisfaction thereof), (iii) none of the Covenant Parties no Borrower may be designated as an Unrestricted Subsidiary, (iv) no Subsidiary may be designated as an Unrestricted Subsidiary if if, after such designation, it is would be a “Restricted Subsidiary” for the purpose of the Senior Subordinated Debt, the Senior Unsecured Debt Term Facility or any Junior Financing, as applicableother Indebtedness of any Loan Party that contemplates “unrestricted” subsidiaries, (v) no Restricted Subsidiary may be designated an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary and shall own any Equity Interests in the Loan Parties or their Restricted Subsidiaries, (vi) if a Restricted Subsidiary is being designated as an no Unrestricted Subsidiary hereundershall hold any Indebtedness of, or any Lien on any property of, the sum of Loan Parties and their Restricted Subsidiaries, (Avii) the assets holder of such any Indebtedness of any Unrestricted Subsidiary as of such date of designation (the “Designation Date”), as set forth on such Subsidiary’s most recent balance sheet, plus (B) the aggregate amount of assets of all Unrestricted Subsidiaries designated as Unrestricted Subsidiaries pursuant to this Section 6.14 prior shall not have any recourse to the Designation Date Loan Parties and their Restricted Subsidiaries with respect to such Indebtedness, and (in each case measured as of vii) no Unrestricted Subsidiary shall be a party to any transaction or arrangement with the date of each such Unrestricted Subsidiary’s designation as an Unrestricted Subsidiary) shall Loan Parties and their Restricted Subsidiaries that would not exceed 5% of the Total Assets as of such Designation Date pro forma for such designationbe permitted by Section 7.09. The designation of any Subsidiary as an 112 Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the Covenant Parties Lead Borrower and its Restricted Subsidiaries therein at the date of designation in an amount equal to the net book fair market value as determined by the Lead Borrower in good faith of the Covenant Parties’ Lead Borrower’s or Restricted Subsidiary’s (as applicable) investment 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 or Liens of such Subsidiary existing at such time and (ii) a return on any Investment by the Covenant Parties Lead Borrower and its Restricted Subsidiaries in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value as determined by the Lead Borrower in good faith at the date of such designation of the Covenant Parties’ Lead Borrower’s or its Restricted Subsidiary’s (as applicable) Investment in such Subsidiary.

Designation of Subsidiaries. Xxxxxxx (with the consent of the Company) The Parent may at any time after the Pushdown Closing Date designate any Restricted Subsidiary of any Covenant Party (other than a Borrower) acquired or created after the Closing Date as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted SubsidiarySubsidiary by written notice to the Administrative Agent; provided that (i) the Payment Conditions shall be satisfied for such designation, (ii) immediately before and after such designation, no Event of Default shall have occurred and be continuing, (iiiii) immediately after giving effect to such designation, the Covenant Parties shall be in complianceConsolidated Total Net Leverage Ratio, determined on a Pro Forma BasisBasis as of the last day of the Test Period then most recently ended (or, with the covenants set forth in Section 7.11 (it being understood that if no Test Period cited in Section 7.11 has passedended as of such time, the covenants in Section 7.11 for the first Test Period cited in such Section shall be satisfied as of the last day of the period of four consecutive fiscal quarters of the Parent then most recently ended andfor which financial statements have been delivered), as a condition precedent does not exceed 5.50 to 1.00, (iv) in the effectiveness case of the designation of any such designation, Xxxxxxx shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance), (iii) none of the Covenant Parties may be designated Subsidiary as an Unrestricted Subsidiary, such designation shall constitute an Investment in such Unrestricted Subsidiary for purposes of Section 9.05 (ivcalculated as an amount equal to the sum of (x) the net worth of the Subsidiary designated immediately prior to such designation (such net worth to be calculated without regard to any Obligations of such Subsidiary under the Guaranty) and (y) the aggregate principal amount of any Indebtedness owed by the Subsidiary to the Parent or any of its Subsidiaries immediately prior to such designation, all calculated, except as set forth in the parenthetical to clause (x) above, on a consolidated basis in accordance with IFRS), and such Investment must otherwise be permitted at such time under Section 9.05, (v) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of (I) the Senior Subordinated DebtTerm Loan Credit Agreement, (II) any Refinancing Notes Indenture, any Permitted Junior Notes Document or (III) any other debt instrument, in the case of this clause (III), with a principal amount in excess of the Threshold Amount, (vi) immediately after giving effect to the designation of an Unrestricted Subsidiary as a Restricted Subsidiary, the Senior Unsecured Debt or any Junior Financing, as applicableParent shall comply with the provisions of Section 8.12 with respect to such designated Restricted Subsidiary, (vvii) no Restricted Subsidiary may be designated an Unrestricted a Subsidiary if it was previously designated an Unrestricted Subsidiary and (vi) if a Restricted Subsidiary is being designated as an Unrestricted Subsidiary hereunder, the sum of (A) the assets of such Subsidiary as of such date of designation (the “Designation Date”), as set forth on such Subsidiary’s most recent balance sheet, plus (B) the aggregate amount of assets of all Unrestricted Subsidiaries designated as Unrestricted Subsidiaries pursuant to this Section 6.14 prior to the Designation Date (in each case measured as of the date of each such Unrestricted Subsidiary’s designation as an Unrestricted Subsidiary, (viii) shall not exceed 5% in the case of the Total Assets as of such Designation Date pro forma for such designation. The designation of any Subsidiary as an Unrestricted Subsidiary after Subsidiary, no recourse whatsoever (whether by contract or by operation of law or otherwise) may be had to the Closing Date Parent or any of its Restricted Subsidiaries or any of their respective properties or assets for any obligations of such Unrestricted Subsidiary, and (ix) the Parent shall constitute an Investment have delivered to the Administrative Agent and each Lender a certificate executed by its chief financial officer or treasurer, certifying to the best 139 * CONFIDENTIAL PORTIONS HAVE BEEN OMITTED PURSUANT TO REQUEST FOR CONFIDENTIAL TREATMENT AND THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. OMITTED MATERIAL IS MARKED WITH "[REDACTED]". of such officer’s knowledge, compliance with the requirements of the preceding clauses (i) through (viii), inclusive, and containing the calculations (in reasonable detail) required by the Covenant Parties therein at the date of designation in an amount equal to the net book value of the Covenant Parties’ preceding clause (as applicable) investment thereiniii). The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time and (ii) a return on any Investment by the Covenant Parties Parent in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value at the date of such designation of the Covenant Parties’ (as applicable) Parent’s Investment in such Subsidiary. Notwithstanding any other provision of this Agreement, [Redacted – Name of Subsidiary] may not be designated as an Unrestricted Subsidiary.

Designation of Subsidiaries. Xxxxxxx (with the consent of the Company) The Designated Company may at any time after the Pushdown Effective Date designate any Restricted Subsidiary of any Covenant Party (other than a Borrower) the Designated Company 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) immediately after giving effect to such designation, the Covenant Parties Designated Company shall be in compliance, on a Pro Forma Basis, with the covenants set forth in Section 7.11 Financial Performance Covenant (it being understood that if no Test Period cited in Section 7.11 has passed, the covenants in Section 7.11 for the first Test Period cited in such Section shall be satisfied as of the last four quarters ended andthat, as a condition precedent to the effectiveness of any such designation, Xxxxxxx the Designated Company shall deliver to the Administrative Agent a certificate of a Responsible Officer setting forth in reasonable detail the calculations demonstrating such compliance), (iii) none the Consolidated Interest Coverage Ratio for the most recently ended four fiscal quarter period for which financial statements have been delivered on or prior to the Effective Date, or otherwise pursuant to Section 5.01(a) or (b) shall be greater than 2.00 to 1.00 on a Pro Forma Basis (it being understood that, as a condition precedent to the effectiveness of any such designation, the Covenant Parties may be designated as an Unrestricted SubsidiaryDesignated Company shall deliver to the Administrative Agent a certificate of a Responsible Officer setting forth in reasonable detail the calculations demonstrating such Consolidated Interest Coverage Ratio), (iv) no Subsidiary may be designated as an Unrestricted Subsidiary or continue as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of any of the Senior Subordinated DebtNotes, the Revolving Credit Agreement, the Secured Term Loan Credit Agreement, any Additional Senior Unsecured Debt Secured Indebtedness, any Junior Secured Indebtedness or any Junior Financingother Indebtedness, as applicable, constituting Material Indebtedness, (v) no Restricted Subsidiary may be designated an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary and Subsidiary, (vi) if a Restricted Subsidiary is being designated as an Unrestricted Subsidiary hereunderunder this Section 5.16, the sum of (A) the fair market value of assets of such Subsidiary as of such date of designation (the “Designation Date”), as set forth on such Subsidiary’s most recent balance sheet, plus (B) the aggregate amount fair market value of assets of all Unrestricted Subsidiaries designated as Unrestricted Subsidiaries pursuant to this Section 6.14 5.16 prior to the Designation Date (in each case measured as of the date of each such Unrestricted Subsidiary’s designation as an Unrestricted Subsidiary) shall not exceed 5% of $500,000,000 in the Total Assets aggregate as of such Designation Date pro forma for such designation, (vii) no Restricted Subsidiary shall be a Subsidiary of an Unrestricted Subsidiary and (viii) the Borrower (and each Person that directly or indirectly owns any Equity Interests of the Borrower) may not be designated as an Unrestricted Subsidiary. The designation of any Subsidiary as an Unrestricted Subsidiary under this Section 5.16 after the Closing Effective Date shall constitute an Investment by the Covenant Parties Designated Company or its applicable Restricted Subsidiary therein at the date of designation in an amount equal to the net book fair market value of the Covenant Parties’ Designated Company’s or such Restricted Subsidiary’s (as applicable) investment 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 or Liens of such Subsidiary existing at such time and (ii) a return on any Investment by the Covenant Parties Designated Company or any of its Restricted Subsidiaries in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the lesser of (x) the fair market value at the date of such designation of the Covenant Parties’ Designated Company’s or its Restricted Subsidiary’s (as applicable) Investment in such Subsidiary and (y) the amount of Investments made by the Designated Company or its Restricted Subsidiaries in 117 1104695.02A-CHISR01A - MSW such Unrestricted Subsidiary from and after the date of such Subsidiary was designated as an Unrestricted Subsidiary.

Designation of Subsidiaries. Xxxxxxx (with The Borrower and, prior to the consent of the Company) Amendment No. 3 Effective Date, Intermediate Holdings, may at any time after the Pushdown Date designate any Restricted newly-created or newly-acquired Subsidiary of any Covenant Party (other than a Borrower) 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) immediately after giving effect to such designation, Intermediate Holdings (or, after the Covenant Parties Amendment No. 3 Effective Date, the Borrower) shall be in compliance, on a Pro Forma Basispro forma basis, with the covenants financial covenant set forth in Section 7.11 6.13, regardless of whether Intermediate Holdings or the Borrower, as applicable, is otherwise required to comply with such financial covenant at such time (it being understood that if no Test Period cited in Section 7.11 has passed, the covenants in Section 7.11 for the first Test Period cited in such Section shall be satisfied as of the last four quarters ended and, as a condition precedent to the effectiveness of any such designation, Xxxxxxx Intermediate Holdings or the Borrower, as applicable, shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance), (iiiii) none the designation of the Covenant Parties may be designated as an Unrestricted Subsidiary, (iv) no Subsidiary may be designated as an any Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of the Senior Subordinated Debt, the Senior Unsecured Debt or any Junior Financing, as applicable, (v) no Restricted Subsidiary may be designated an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary and (vi) if a Restricted Subsidiary is being designated as an Unrestricted Subsidiary hereunder, shall constitute the sum incurrence at the time of (A) the assets designation of any Indebtedness or Liens of such Subsidiary as existing at such time, (iii) the designation of such date of designation (the “Designation Date”), as set forth on such Subsidiary’s most recent balance sheet, plus (B) the aggregate amount of assets of all Unrestricted Subsidiaries designated as Unrestricted Subsidiaries pursuant to this Section 6.14 prior to the Designation Date (in each case measured as of the date of each such Unrestricted Subsidiary’s designation as an Unrestricted Subsidiary) shall not exceed 5% of the Total Assets as of such Designation Date pro forma for such designation. The designation of any Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the Covenant Parties therein at the date of designation in an amount equal to the net book fair market value of the Covenant Parties’ (as applicable) 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 or Liens of such Subsidiary existing at such time and (ii) a return on any Investment by the Covenant Parties in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value at the date of such designation of the Covenant Parties’ (as applicable) Investment in such Subsidiary, (iv) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary, (v) no Subsidiary may be designated as an Unrestricted Subsidiary unless it is concurrently designated as an “Unrestricted Subsidiary” for purposes of the Senior Notes and (vi) immediately before and after any such designation, no Default or Event of Default shall have occurred and be continuing.

Designation of Subsidiaries. Xxxxxxx (with the consent of the Companya) The Borrower may at any time after the Pushdown Closing Date designate any Restricted Subsidiary of any Covenant Party (other than a Borrower) 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 continuingor Event of Default then exists or would result therefrom, (ii) immediately after giving effect to such designation, the Covenant Parties Borrower shall be in compliance, on a Pro Forma Basis, with the covenants set forth in Section 7.11 (it being understood that if no Test Period cited in Section 7.11 has passed, the covenants in Section 7.11 for the first Test Period cited in such Section shall be satisfied as of the last four quarters day of the Fiscal Quarter ended andon or most recently prior to the date of the respective designation for which Financial Statements have been delivered hereunder, as if such designation had been made on the first day of the four Fiscal Quarter period ended on the last day of such most recently ended Fiscal Quarter, with a condition precedent to the effectiveness Consolidated Secured Leverage Ratio of any such designation, Xxxxxxx shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance)no greater than 4.00:1.00, (iii) none such Unrestricted Subsidiary shall be capitalized (to the extent capitalized by the Borrower or any of its Subsidiaries) solely through Investments as permitted by, and in compliance with, Sections 8.3(k) and (m), valued at their fair market value (as determined in good faith by the Borrower) at the time of such designation, it being understood that, without duplication, any assets owned by such Unrestricted Subsidiary at the time of the Covenant Parties may initial designation thereof shall be treated as Investments pursuant to Sections 8.3(k) and/or (m) (and allocated between such Sections in a manner determined by the Borrower to the extent that any such Investment could otherwise be made in compliance with either such Section) and valued at their fair market value (as determined in good faith by the Borrower, and taking appropriate account of the liabilities of such Unrestricted Subsidiary) at the time of such designation, (iv) such Subsidiary shall have been designated as an Unrestricted Subsidiary“unrestricted subsidiary” (to the extent applicable) for purposes of the Existing Notes Indentures, any Permitted Refinancing thereof or any Permitted Additional Debt, (ivv) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for such Subsidiary shall at any time own any Stock in, Indebtedness of, or have any Lien on any property of, the purpose Borrower or any Subsidiary of the Senior Subordinated DebtBorrower, the Senior Unsecured Debt or any Junior Financingother than another Unrestricted Subsidiary, as applicable, (v) no Restricted Subsidiary may be designated an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary and (vi) if a Restricted except to the extent permitted by Section 8.1(p), any Indebtedness of such Unrestricted Subsidiary is being designated as an not recourse to the Borrower or any of its Subsidiaries (other than Unrestricted Subsidiary hereunderSubsidiaries) or to any of their respective assets, the sum of and (Avii) the assets of such Subsidiary as of such date of designation (the “Designation Date”), as set forth on such Subsidiary’s most recent balance sheet, plus (B) the aggregate amount of assets of all Unrestricted Subsidiaries designated as Unrestricted Subsidiaries pursuant to this Section 6.14 prior Borrower shall have delivered to the Designation Date (in each case measured as Administrative Agents a certificate executed by a Responsible Officer of the date Borrower certifying compliance with the requirements of each such Unrestricted Subsidiary’s designation as an Unrestricted Subsidiary) shall not exceed 5% of the Total Assets as of such Designation Date pro forma for such designation. The designation of any Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the Covenant Parties therein at the date of designation in an amount equal to the net book value of the Covenant Parties’ (as applicable) investment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute preceding clauses (i) through (vi) and demonstrating (in reasonable detail) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time and calculations required to establish compliance with preceding clauses (ii) a return on any Investment by the Covenant Parties in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value at the date of such designation of the Covenant Parties’ and (as applicable) Investment in such Subsidiaryiii).

Designation of Subsidiaries. Xxxxxxx (with the consent of the Company) The Lead Borrower may at any time after the Pushdown Closing Date designate any Restricted Subsidiary of any Covenant Party (other than a Borrower) the Lead Borrower as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted SubsidiarySubsidiary 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 Covenant Parties shall be in complianceConsolidated Total Net Leverage Ratio, determined on a Pro Forma BasisBasis as of the last day of the most recently ended Test Period for which Section 9.01 Financials were required to have been delivered (or, with the covenants set forth in Section 7.11 (it being understood that if no Test Period cited in Section 7.11 has passed, the covenants in Section 7.11 for the first Test Period cited in such Section shall be satisfied as of the last four quarters ended andof Holdings then ended), as a condition precedent does not exceed 4.50 to the effectiveness of any such designation, Xxxxxxx shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance)1.00, (iii) none in the case of the Covenant Parties may be designated designation of any Subsidiary as an Unrestricted Subsidiary, such designation shall constitute an Investment in such Unrestricted Subsidiary (calculated as an amount equal to the sum of (x) the net worth of the Subsidiary designated immediately prior to such designation (such net worth to be calculated without regard to any Obligations of such Subsidiary under the Subsidiaries Guaranty) and (y) the aggregate principal amount of any Indebtedness owed by the Subsidiary to the Lead Borrower or any of its Subsidiaries immediately prior to such designation, all calculated, except as set forth in the parenthetical to clause (x) above, on a consolidated basis in accordance with U.S. GAAP), and such Investment shall be permitted under Section 10.05, (iv) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of (I) the Senior Subordinated DebtABL Credit Agreement, (II) the Senior Unsecured Debt Existing OpCo Notes Indenture, or (III) any Refinancing Notes Indenture, any Permitted Junior FinancingNotes Document or other debt instrument, as applicablein each case of this clause (III), with a principal amount in excess of the Threshold Amount, (v) immediately after giving effect to the designation of an Unrestricted Subsidiary as a Restricted Subsidiary, the Lead Borrower shall comply with the provisions of Section 9.12 with respect to such designated Restricted Subsidiary, (vi) no Restricted Subsidiary may be designated an Unrestricted a Subsidiary if it was previously designated an Unrestricted Subsidiary and (vi) if a Restricted Subsidiary is being designated as an Unrestricted Subsidiary hereunder, the sum of (A) the assets of such Subsidiary as of such date of designation (the “Designation Date”), as set forth on such Subsidiary’s most recent balance sheet, plus (B) the aggregate amount of assets of all Unrestricted Subsidiaries designated as Unrestricted Subsidiaries pursuant to this Section 6.14 prior to the Designation Date (in each case measured as of the date of each such Unrestricted Subsidiary’s designation as an Unrestricted Subsidiary, (vii) shall not exceed 5% in the case of the Total Assets as of such Designation Date pro forma for such designation. The designation of any Subsidiary as an Unrestricted Subsidiary after Subsidiary, no recourse whatsoever (whether by contract or by operation of law or otherwise) may be had to the Closing Date Lead Borrower or any of its Restrictive Subsidiaries or any of their respective properties or assets for any obligations of such Unrestricted Subsidiary, and (viii) the Lead Borrower shall constitute an Investment have delivered to the Administrative Agent and each Lender a certificate executed by its chief financial officer or treasurer, certifying to the best of such officer’s knowledge, compliance with the requirements of the preceding clauses (i) through (vii), inclusive, and containing the calculations (in reasonable detail) required by the Covenant Parties therein at the date of designation in an amount equal to the net book value of the Covenant Parties’ preceding clause (as applicable) investment thereinii). The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time and (ii) a return on any Investment by the Covenant Parties Lead Borrower in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value at the date of such designation of the Covenant Parties’ (as applicable) Lead Borrower’s Investment in such Subsidiary.

Designation of Subsidiaries. Xxxxxxx (with the consent of the Company) may at any time after the Pushdown Date The Borrower shall be permitted to designate any Restricted an existing or subsequently acquired or organized Subsidiary of any Covenant Party (other than a Borrower) as an Unrestricted Subsidiary, by written notice to the Administrative Agent, so long as (a) no Default has occurred and is continuing or would result therefrom, (b) immediately after giving effect to such designation, the Total Net Leverage Ratio on a pro forma basis does not exceed the lesser of (i) 4.00 to 1.00 and (ii) the maximum Total Net Leverage Ratio then in effect under Section 8.1(a), such compliance to be determined on the basis of the financial information most recently delivered to the Administrative Agent by the Borrower pursuant to Section 7.1, (c) such Unrestricted Subsidiary shall be capitalized (to the extent capitalized by the Borrower or any of its Subsidiaries) through Investments as permitted by, and in compliance with, Section 8.7, (d) without duplication of clause (c), any assets owned by such Unrestricted Subsidiary at the time of the initial designation thereof shall be treated as Investments pursuant to Section 8.7, and (e) the Borrower shall have delivered to the Administrative Agent an officer’s certificate executed by a Responsible Officer of the Borrower, certifying compliance with the requirements of preceding clauses (a) through (d), and containing the calculations and information required by the preceding clause (b). The Borrower may designate any Unrestricted Subsidiary as to be a Restricted SubsidiarySubsidiary for purposes of this Agreement (each, a “Subsidiary Redesignation”); provided provided, that (i) immediately before and after such designation, no Default shall have has occurred and be continuingis continuing or would result therefrom, (ii) immediately after giving effect to such designationSubsidiary Redesignation, the Covenant Parties shall be in compliance, Total Net Leverage Ratio on a Pro Forma Basispro forma basis does not exceed the lesser of (i) 4.00:1.00 and (ii) the maximum Total Net Leverage Ratio then in effect under Section 8.1(a), with such compliance to be determined on the covenants basis of the financial information most recently delivered to the Administrative Agent by the Borrower pursuant to Section 7.1, (iii) the representations and warranties set forth in Section 7.11 (it being understood that if no Test Period cited 5 and in Section 7.11 has passed, the covenants in Section 7.11 for the first Test Period cited in such Section other Loan Documents shall be satisfied true and correct in all material respects immediately after giving effect to such Subsidiary Redesignation, except to the extent such representations and warranties expressly relate to an earlier date, in which case such representation and warranties shall have been true and correct in all material respects as of such earlier date and (iv) the last four quarters ended and, as a condition precedent to the effectiveness of any such designation, Xxxxxxx Borrower shall deliver have delivered to the Administrative Agent an officer’s certificate executed by a certificate setting forth in reasonable detail Responsible Officer of the calculations demonstrating such compliance)Borrower, certifying compliance with the requirements of preceding clauses (i) through (iii) none of the Covenant Parties ); provided, further, that no Unrestricted Subsidiary that has been designated as a Subsidiary pursuant to a Subsidiary Redesignation may again be designated as an Unrestricted Subsidiary, (iv) no . No Unrestricted Subsidiary may be designated as an Unrestricted Subsidiary if it own Intellectual Property that is a “Restricted Subsidiary” for material to the purpose business operations of the Senior Subordinated DebtHoldings, the Senior Unsecured Debt Borrower or any Junior FinancingSubsidiary, as applicable, (v) no Restricted Subsidiary may be designated an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary and (vi) if a Restricted Subsidiary is being designated as an Unrestricted Subsidiary hereunderor exclusively license Intellectual Property of Holdings, the sum of (A) the assets of such Subsidiary as of such date of designation (the “Designation Date”), as set forth on such Subsidiary’s most recent balance sheet, plus (B) the aggregate amount of assets of all Unrestricted Subsidiaries designated as Unrestricted Subsidiaries pursuant to this Section 6.14 prior to the Designation Date (in each case measured as of the date of each such Unrestricted Subsidiary’s designation as an Unrestricted Subsidiary) shall not exceed 5% of the Total Assets as of such Designation Date pro forma for such designation. The designation of Borrower or any Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the Covenant Parties therein at the date of designation in an amount equal to the net book value of the Covenant Parties’ (as applicable) 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 or Liens of such Subsidiary existing at such time and (ii) a return on any Investment by the Covenant Parties in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value at the date of such designation of the Covenant Parties’ (as applicable) Investment in such Subsidiary.

Designation of Subsidiaries. Xxxxxxx (with the consent of the Company) The Borrower may at any time after the Pushdown Closing Date designate any Restricted Subsidiary of any Covenant Party (other than a Borrower) 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) immediately after giving effect to such designation, the Covenant Parties Borrower shall be in compliance, on a Pro Forma Basis, compliance with the covenants set forth in Section 7.11 7.11, determined on a Pro Forma Basis as of the last day of the most recently ended Test Period (it being understood that or, if no Test Period cited in Section 7.11 has passed, the covenants in Section 7.11 for the first Test Period cited in such Section shall be satisfied as of the last four quarters ended ended), in each case, as if such designation had occurred on the last day of such fiscal quarter of the Borrower and, as a condition precedent to the effectiveness of any such designation, Xxxxxxx the Borrower shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance)compliance,[reserved], (iii) none of the Covenant Parties may be designated as an Unrestricted Subsidiary, (iv) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of the Senior Subordinated Mezzanine Debt, the Senior Unsecured Debt or any Junior Financing, as applicable, (viv) no Restricted Subsidiary may be designated an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary and (viv) if a Restricted Subsidiary is being designated as an Unrestricted Subsidiary hereunder, the sum of (A) the fair market value of assets of such Subsidiary as of such date of designation (the “Designation Date”), as set forth on such Subsidiary’s most recent balance sheet, plus (B) the aggregate amount fair market value of assets of all Unrestricted Subsidiaries designated as Unrestricted Subsidiaries pursuant to this Section 6.14 prior to the Designation Date (in each case measured as of the date of each such Unrestricted Subsidiary’s designation as an Unrestricted Subsidiary) shall not exceed 5% of the Total Assets $75,000,000 as of such Designation Date pro forma for such designation. The designation of any Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the Covenant Parties Borrower therein at the date of designation in an amount equal to the net book fair market value of the Covenant Parties’ (as applicable) 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 or Liens of such Subsidiary existing at such time and (ii) a return on any Investment by the Covenant Parties Borrower in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value at the date of such designation of the Covenant Parties’ (as applicable) Borrower’s Investment in such Subsidiary.

Designation of Subsidiaries. Xxxxxxx (with the consent of the Company) The Designated Company may at any time after the Pushdown Closing Date designate any Restricted Subsidiary of any Covenant Party (other than a Borrower) the Designated Company as an 1160381.015-CHISR02A - MSW 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) immediately after giving effect to such designation, the Covenant Parties Designated Company shall be in compliance, on a Pro Forma Basis, with the covenants set forth in Section 7.11 Financial Performance Covenant (it being understood that if no Test Period cited in Section 7.11 has passed, the covenants in Section 7.11 for the first Test Period cited in such Section shall be satisfied as of the last four quarters ended andthat, as a condition precedent to the effectiveness of any such designation, Xxxxxxx the Designated Company shall deliver to the Administrative Agent a certificate of a Responsible Officer setting forth in reasonable detail the calculations demonstrating such compliance), (iii) none the Consolidated Interest Coverage Ratio for the most recently ended four fiscal quarter period for which financial statements have been delivered pursuant to Section 5.01(a) or (b) shall be greater than 2.00 to 1.00 on a Pro Forma Basis (it being understood that, as a condition precedent to the effectiveness of any such designation, the Covenant Parties may be designated as an Unrestricted SubsidiaryDesignated Company shall deliver to the Administrative Agent a certificate of a Responsible Officer setting forth in reasonable detail the calculations demonstrating such Consolidated Interest Coverage Ratio), (iv) no Subsidiary may be designated as an Unrestricted Subsidiary or continue as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of any of the Senior Subordinated DebtNotes, the Revolving Credit Agreement, any Additional Senior Unsecured Debt Secured Indebtedness, any Junior Secured Indebtedness or any Junior Financingother Indebtedness, as applicable, constituting Material Indebtedness, (v) no Restricted Subsidiary may be designated an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary and Subsidiary, (vi) if a Restricted Subsidiary is being designated as an Unrestricted Subsidiary hereunderunder this Section 5.16, the sum of (A) the fair market value of assets of such Subsidiary as of such date of designation (the “Designation Date”), as set forth on such Subsidiary’s most recent balance sheet, plus (B) the aggregate amount fair market value of assets of all Unrestricted Subsidiaries designated as Unrestricted Subsidiaries pursuant to this Section 6.14 5.16 prior to the Designation Date (in each case measured as of the date of each such Unrestricted Subsidiary’s designation as an Unrestricted Subsidiary) shall not exceed 5% of $500,000,000 in the Total Assets aggregate as of such Designation Date pro forma for such designation, (vii) no Restricted Subsidiary shall be a Subsidiary of an Unrestricted Subsidiary and (viii) no Co-Borrower (and no Person that directly or indirectly owns any Equity Interests of a Co-Borrower) may be designated as an Unrestricted Subsidiary. The designation of any Subsidiary as an Unrestricted Subsidiary under this Section 5.16 after the Closing Date shall constitute an Investment by the Covenant Parties Designated Company or its applicable Restricted Subsidiary therein at the date of designation in an amount equal to the net book fair market value of the Covenant Parties’ Designated Company’s or such Restricted Subsidiary’s (as applicable) investment 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 or Liens of such Subsidiary existing at such time and (ii) a return on any Investment by the Covenant Parties Designated Company or any of its Restricted Subsidiaries in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the lesser of (x) the fair market value at the date of such designation of the Covenant Parties’ Designated Company’s or its Restricted Subsidiary’s (as applicable) Investment in such Subsidiary and (y) the amount of Investments made by the Designated Company or its Restricted Subsidiaries in such Unrestricted Subsidiary from and after the date of such Subsidiary was designated as an Unrestricted Subsidiary.

Designation of Subsidiaries. Xxxxxxx (with the consent The Borrower's board of the Company) directors may at any time after the Pushdown Date designate any Restricted Subsidiary of any Covenant Party (other than a Borrower) 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 continuingcontinuing (including, without limitation, any Default as a result of a breach of the covenants set forth in Sections 6.01, 6.02 and 6.04), (ii) immediately after giving effect to such designation, the Covenant Parties Borrower shall be in compliance, on a Pro Forma Basispro forma basis, with the covenants set forth in Section 7.11 6.13 and Section 6.14 (it being understood that if no Test Period cited in Section 7.11 has passed, the covenants in Section 7.11 for the first Test Period cited in such Section shall be satisfied as of the last four quarters ended and, as a condition precedent to the effectiveness of any such designation, Xxxxxxx the Borrower shall deliver to the Administrative Agent a copy of the board resolution giving effect to such designation and a certificate of a Financial Officer setting forth in reasonable detail the calculations demonstrating such compliance), (iii) none of the Covenant Parties may be designated as an Unrestricted Subsidiary, (iv) no Subsidiary may be designated as an Unrestricted Subsidiary if under this Agreement unless it is a “Restricted is, or will concurrently become, an "Unrestricted Subsidiary” " as defined in, and for the purpose of the Senior Subordinated Debtall purposes of, the Senior Unsecured Debt or any Junior Financing, as applicable, Documents and (viv) no Restricted Unrestricted Subsidiary may be designated an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary and (vi) if as a Restricted Subsidiary is being designated under this Agreement unless it is, or will concurrently become, a "Restricted Subsidiary" as an Unrestricted Subsidiary hereunderdefined in, and for all purposes of, the sum of (A) the assets of such Subsidiary as of such date of designation (the “Designation Date”), as set forth on such Subsidiary’s most recent balance sheet, plus (B) the aggregate amount of assets of all Unrestricted Subsidiaries designated as Unrestricted Subsidiaries pursuant to this Section 6.14 prior to the Designation Date (in each case measured as of the date of each such Unrestricted Subsidiary’s designation as an Unrestricted Subsidiary) shall not exceed 5% of the Total Assets as of such Designation Date pro forma for such designationSenior Unsecured Debt Documents. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment investment by the Covenant Parties Borrower therein at the date of designation in an amount equal to the net book value of the Covenant Parties’ (as applicable) 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 Debt or Liens of such Subsidiary existing at such time and (ii) a return on any Investment by the Covenant Parties in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value at the date of such designation of the Covenant Parties’ (as applicable) Investment in such Subsidiarytime.

Designation of Subsidiaries. Xxxxxxx (with the consent of the Company) The Borrower may at any time after the Pushdown Date designate any Restricted Subsidiary of any Covenant Party (other than a Borrower) as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted SubsidiarySubsidiary upon prior written notice to the Administrative Agent; provided that (i) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing, (ii) immediately after giving effect to such designation, the Covenant Parties Borrower shall be in compliance, on a Pro Forma Basis, with the covenants covenantscovenant set forth in Section 7.11 6.12 and 6.13 as at the date of the last ended Test Period (it being understood that if no Test Period cited in Section 7.11 has passed, the covenants in Section 7.11 for the first Test Period cited in such Section shall be satisfied as of the last four quarters ended and, as a condition precedent to the effectiveness of any such designation, Xxxxxxx the Borrower shall deliver to the Administrative Agent a certificate of a Financial Officer of the Borrower setting forth in reasonable detail the calculations demonstrating such compliance), (iii) none of the Covenant Parties may be designated as an Unrestricted Subsidiary, (iv) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” (or any other defined term having a similar purpose) for the purpose of the Senior any Subordinated Debt, the Senior Unsecured Debt or any Junior Financing, Documents (unless concurrently designated as applicablean Unrestricted Subsidiary under such documents as well), (viv) no Restricted Subsidiary may be designated an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary, (v) no Restricted Subsidiary and may be designated an Unrestricted Subsidiary if it owns any Equity Interests of, or holds any Indebtedness of, any other Restricted Subsidiary, (vi) if a Restricted Subsidiary is being designated as an Unrestricted Subsidiary hereunder, the sum of (A) the net tangible assets of such Subsidiary as of such date of designation (the “Designation Date”), as set forth on such Subsidiary’s most recent balance sheet, plus (B) the aggregate amount of net tangible assets of all Unrestricted Subsidiaries designated as Unrestricted Subsidiaries pursuant to this Section 6.14 5.17 prior to the Designation Date (in each case measured as of the date of each such Unrestricted Subsidiary’s designation as an Unrestricted Subsidiary) shall not exceed 5(i) 5.0% of Consolidated Net Tangible Assets at such date or (ii) 5.0% of Consolidated EBITDA for the Total Assets period of four Fiscal Quarters most recently ended for which financial statements have been or are required to have been delivered pursuant to Sections 4.01(h), 5.01(a) or 5.01(b), as applicable, as of such Designation Date Date, in each case, pro forma for such designation, and (vii) the Borrower shall have delivered to the Administrative Agent a certificate of a Financial Officer of the Borrower on behalf of the Borrower certifying compliance with the provisions of this Section 5.17 setting forth in reasonable detail the computations necessary to determine such compliance. The designation of any Subsidiary as an Unrestricted Subsidiary after the Closing Effective Date shall constitute an Investment by the Covenant Parties Borrower and its Restricted Subsidiaries, as applicable, therein at the date of designation Designation Date in an amount equal to the net book value of the Covenant Partiesapplicable parties’ (as applicable) investment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Investmentall Investments, Indebtedness or and Liens of such Subsidiary existing at such time and (ii) a return on any Investment by the Covenant Parties Borrower or any Restricted Subsidiary in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value at the date of such designation of the Covenant PartiesBorrower’s and its Restricted Subsidiaries’ (as applicable) Investment in such Subsidiary. On or promptly after the date of its formation, acquisition, designation or re-designation, as applicable, each Unrestricted Subsidiary (other than an Unrestricted Subsidiary that is a Non-U.S. Subsidiary) shall have entered into a tax sharing agreement containing terms that, in the reasonable judgment of the Administrative Agent, provide for an appropriate allocation of tax liabilities and benefits.

Designation of Subsidiaries. Xxxxxxx (with the consent of the Company) The Borrower may at any time after the Pushdown Closing Date designate any Restricted Subsidiary of any Covenant Party (other than a Borrower) the Borrower 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) other than for purposes of designating a Restricted Subsidiary as an Unrestricted Subsidiary that is a Securitization Subsidiary in connection with the establishment of a Qualified Securitization Financing, immediately after giving effect to such designation, the Covenant Parties Borrower shall be in compliance, on a Pro Forma Basis, with the covenants set forth in Section 7.11 (it being understood that if no Test Period cited in Section 7.11 has passed, the covenants in Section 7.11 for the first Test Period cited in such Section shall be satisfied as of the last four quarters ended and, as a condition precedent to the effectiveness of any such designation, Xxxxxxx the Borrower shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance), (iii) none of the Covenant Parties may be designated as an Unrestricted Subsidiary, (iv) no Subsidiary may be designated as an Unrestricted Subsidiary if if, after such designation, it is would be a “Restricted Subsidiary” for the purpose of the Senior Subordinated DebtABL Facility, the Senior Unsecured Debt Notes, Existing Notes or any Junior Financing, as applicable, Financing and (viv) no Restricted Subsidiary may be designated an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary and (vi) if a Restricted Subsidiary is being designated as an Unrestricted Subsidiary hereunder, the sum of (A) the assets of such Subsidiary as of such date of designation (the “Designation Date”), as set forth on such Subsidiary’s most recent balance sheet, plus (B) the aggregate amount of assets of all Unrestricted Subsidiaries designated as Unrestricted Subsidiaries pursuant to this Section 6.14 prior to the Designation Date (in each case measured as of the date of each such Unrestricted Subsidiary’s designation as an Unrestricted Subsidiary) shall not exceed 5% of the Total Assets as of such Designation Date pro forma for such designation. The designation of any Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the Covenant Parties Borrower therein at the date of designation in an amount equal to the net book fair market value as determined in good faith by the Borrower of the Covenant Parties’ Borrower’s or its Subsidiary’s (as applicable) investment 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 or Liens of such Subsidiary existing at such time and (ii) a return on any Investment by the Covenant Parties Borrower in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value as determined in good faith by the Borrower at the date of such designation of the Covenant Parties’ Borrower’s or its Subsidiary’s (as applicable) Investment in such Subsidiary.

Designation of Subsidiaries. Xxxxxxx (with the consent of the Company) may at any time after the Pushdown Date The Borrower shall be permitted to designate any Restricted an existing or subsequently acquired or organized Subsidiary of any Covenant Party (other than a Borrower) as an Unrestricted Subsidiary after the Closing Date, by written notice to the Administrative Agent, so long as (a) no Default has occurred and is continuing or would result therefrom, (b) immediately after giving effect to such designation, the Borrower shall be in compliance on a pro forma basis with the financial covenants set forth in Section 8.1, such compliance to be determined on the basis of the financial information most recently delivered to Administrative Agent by the Borrower pursuant to Section 7.1, (c) such Unrestricted Subsidiary shall be capitalized (to the extent capitalized by the Borrower or any of its Subsidiaries) through Investments as permitted by, and in compliance with, Section 8.7(e)(i), (d) without duplication of clause (c), any assets owned by such Unrestricted Subsidiary at the time of the initial designation thereof shall be treated as Investments pursuant to Section 8.7(e)(i), and (e) the Borrower shall have delivered to the Administrative Agent an officer’s certificate executed by a Responsible Officer of the Borrower, certifying compliance with the requirements of preceding clauses (a) through (d), and containing the calculations and information required by the preceding clause (b). The Borrower may designate any Unrestricted Subsidiary as to be a Restricted SubsidiarySubsidiary for purposes of this Agreement (each, a “Subsidiary Redesignation”); provided that (i) immediately before and after such designation, no Default shall have has occurred and be continuingis continuing or would result therefrom, (ii) immediately after giving effect to such designationSubsidiary Redesignation, the Covenant Parties Borrower shall be in compliance, compliance on a Pro Forma Basis, pro forma basis with the financial covenants set forth in Section 7.11 8.1, such compliance to be determined on the basis of the financial information most recently delivered to Administrative Agent by the Borrower pursuant to Section 7.1, (it being understood that if no Test Period cited iii) the representations and warranties set forth in Section 7.11 has passed, 5 and in the covenants in Section 7.11 for the first Test Period cited in such Section other Loan Documents shall be satisfied true and correct in all material respects (or, with respect to any representations and warranties qualified by materiality or Material Adverse Effect, in all respects) immediately after giving effect to such Subsidiary Redesignation, except to the extent such representations and warranties expressly relate to an earlier date, in which case such representation and warranties shall have been true and correct in all material respects (or, with respect to any representations and warranties qualified by materiality or Material Adverse Effect, in all respects) as of such earlier date, and (iv) the last four quarters ended and, as a condition precedent to the effectiveness of any such designation, Xxxxxxx Borrower shall deliver have delivered to the Administrative Agent an officer’s certificate executed by a certificate setting forth in reasonable detail Responsible Officer of the Borrower, certifying compliance with the requirements of preceding clauses (i) through (iii), and containing the calculations demonstrating such complianceand information required by the preceding clause (ii); provided, (iii) none of the Covenant Parties further, that no Unrestricted Subsidiary that has been designated as a Subsidiary pursuant to a Subsidiary Redesignation may again be designated as an Unrestricted Subsidiary, (iv) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of the Senior Subordinated Debt, the Senior Unsecured Debt or any Junior Financing, as applicable, (v) no Restricted Subsidiary may be designated an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary and (vi) if a Restricted Subsidiary is being designated as an Unrestricted Subsidiary hereunder, the sum of (A) the assets of such Subsidiary as of such date of designation (the “Designation Date”), as set forth on such Subsidiary’s most recent balance sheet, plus (B) the aggregate amount of assets of all Unrestricted Subsidiaries designated as Unrestricted Subsidiaries pursuant to this Section 6.14 prior to the Designation Date (in each case measured as of the date of each such Unrestricted Subsidiary’s designation as an Unrestricted Subsidiary) shall not exceed 5% of the Total Assets as of such Designation Date pro forma for such designation. The designation of any Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the Covenant Parties therein at the date of designation in an amount equal to the net book value of the Covenant Parties’ (as applicable) 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 or Liens of such Subsidiary existing at such time and (ii) a return on any Investment by the Covenant Parties in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value at the date of such designation of the Covenant Parties’ (as applicable) Investment in such Subsidiary.

Designation of Subsidiaries. Xxxxxxx (with the consent The board of the Company) directors of Holdings may at any time after the Pushdown Date designate any Restricted Subsidiary of any Covenant Party (other than a Borrower) 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) immediately after giving effect to such designation, Holdings, the Covenant Parties Borrower and the Restricted Subsidiaries shall be in compliance, on a Pro Forma BasisBasis (it being understood that if such designation is to be made effective prior to the date that the March 31, 2007 Test Period has become effective, the level set forth in Section 7.11 for the March 31, 2007 Test Period shall be deemed to apply), with the covenants covenant set forth in Section 7.11 (it being understood that if no Test Period cited in Section 7.11 has passed, the covenants in Section 7.11 for the first Test Period cited in such Section shall be satisfied as of the last four quarters ended and, as a condition precedent to the effectiveness of any such designation, Xxxxxxx the Borrower shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance), ) and (iii) none no Subsidiary (other than Orbitz TopCo and its Subsidiaries upon the consummation of the Covenant Parties may be designated as an Unrestricted Subsidiary, (ivOrbitz IPO) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of the Senior Subordinated Debt, the Senior Unsecured Debt or any Junior Financing, as applicable, and upon the Orbitz IPO (vx) no Restricted Subsidiary may be designated an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary all Collateral granted by Orbitz TopCo and (vi) if a Restricted Subsidiary is being designated as an Unrestricted Subsidiary hereunder, the sum of (A) the assets of such Subsidiary as of such date of designation (the “Designation Date”), as set forth on such Subsidiary’s most recent balance sheet, plus (B) the aggregate amount of assets of all Unrestricted Subsidiaries designated as Unrestricted its Subsidiaries pursuant to this Section 6.14 prior the Security Documents shall be released and shall be free and clear of all Liens created by the Loan Documents and (y) all other obligations under the Loan Documents of any of Orbitz TopCo or any of its Subsidiaries that are Subsidiary Guarantors shall also be released. Orbitz TopCo and its Subsidiaries shall continue to be Unrestricted Subsidiaries at all times from and after the Designation Date (in each case measured as of the date of each such Unrestricted Subsidiary’s designation as an Unrestricted Subsidiary) shall not exceed 5% of the Total Assets as of such Designation Date pro forma for such designationOrbitz IPO. The designation of any Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the Covenant Parties Holdings therein at the date of designation in an amount equal to the net book value of the Covenant PartiesHoldings’ (as applicable) 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 or Liens of such Subsidiary existing at such time and (ii) a return on any Investment by the Covenant Parties in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value at the date of such designation of the Covenant Parties’ (as applicable) Investment in such Subsidiarytime.

Designation of Subsidiaries. Xxxxxxx The board of directors (with the consent or similar governing body) of the Company) Borrower may at any time after the Pushdown Date designate any Restricted Subsidiary of any Covenant Party (other than a Borrower) as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing, (ii) immediately after giving effect to such designation, the Covenant Parties Borrower and its Subsidiaries shall be in compliance, on a Pro Forma Basis, pro forma compliance with the covenants covenant set forth in Section 7.11 (it being understood that if no Test Period cited in Section 7.11 has passed, the covenants in Section 7.11 for the first Test Period cited in such Section shall be satisfied as of the last four quarters ended and, as a condition precedent to the effectiveness of any such designation, Xxxxxxx shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance)6.7, (iii) none of the Covenant Parties may be designated as an Unrestricted Subsidiary, (iv) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of the Senior any Subordinated Debt, the Senior Unsecured Debt or any Junior Financing, as applicableIndebtedness, (viv) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary and Subsidiary, (v) Borrower shall deliver to Administrative Agent at least five (5) Business Days prior to such designation a certificate of an Authorized Officer of Borrower, together with all relevant financial information reasonably requested by Administrative Agent, demonstrating compliance with the foregoing clauses (i) through (v) of this Section 5.16 and, if applicable, certifying that such subsidiary meets the requirements of an “Unrestricted Subsidiary”, (vi) if at least ten (10) days prior to the designation of any Unrestricted Subsidiary as a Restricted Subsidiary, to the extent requested at least ten (10) days in advance, 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 PATRIOT Act, with respect to such subsidiary, and (vii) no Subsidiary is being may be designated as an Unrestricted Subsidiary, and no Unrestricted Subsidiary hereunder, the sum of (A) the assets of such Subsidiary as of such date of designation (the “Designation Date”), as set forth on such Subsidiary’s most recent balance sheet, plus (B) the aggregate amount of assets of all Unrestricted Subsidiaries may be designated as Unrestricted Subsidiaries pursuant to this Section 6.14 prior to the Designation Date (in each case measured as of the date of each such Unrestricted a Restricted Subsidiary’s designation as an Unrestricted Subsidiary) shall not exceed 5% of the Total Assets as of such Designation Date pro forma for such designation, more than once. The designation of any Subsidiary subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the Covenant Parties Borrower therein at the date of designation in an amount equal to the net book fair market value of Borrower’s Investment therein; provided that upon a redesignation of such subsidiary as a Restricted Subsidiary, Borrower shall be deemed to continue to have a permanent Investment in an Unrestricted Subsidiary in an amount (if positive) equal to (i) the lesser of (A) the fair market value of Investments of Borrower and its Subsidiaries in such Unrestricted Subsidiary at the time of such redesignation, combination or transfer (or of the assets transferred or conveyed, as applicable) and (B) the fair market value of Investments of Borrower and its Subsidiaries made in connection with the designation of such Subsidiary as an Unrestricted Subsidiary minus (ii) the portion (proportionate to Borrower’s and its Subsidiaries’ Equity Interest in such Subsidiary) of the fair market value of the Covenant Parties’ (as applicable) investment thereinnet assets of such Subsidiary at the time of such redesignation. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time and (ii) a return on any Investment by the Covenant Parties in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value at the date of such designation of the Covenant Parties’ (as applicable) Investment in such Subsidiarytime.

Designation of Subsidiaries. Xxxxxxx (with the consent The board of directors of the Company) Lead Borrower may at any time after the Pushdown Date designate any Restricted Subsidiary of any Covenant Party (other than a Borrower) 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) immediately after giving effect to such designation, the Covenant Parties Payment Conditions shall be in compliance, on a Pro Forma Basis, with the covenants set forth in Section 7.11 have been satisfied (it being understood that if no Test Period cited in Section 7.11 has passed, the covenants in Section 7.11 for the first Test Period cited in such Section shall be satisfied as of the last four quarters ended and, as a condition precedent to the effectiveness of any such designation, Xxxxxxx the Lead Borrower shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliancesatisfaction thereof), (iii) none of the Covenant Parties no Borrower may be designated as an Unrestricted Subsidiary, (iv) no Subsidiary may be designated as an Unrestricted Subsidiary if if, after such designation, it is would be a “Restricted Subsidiary” for the purpose of the Senior Subordinated Debt, the Senior Unsecured Debt Term Facility or any Junior Financing, as applicableother Indebtedness of any Loan 9656966v810314033v12 Party that contemplates “unrestricted” subsidiaries, (v) no Restricted Subsidiary may be designated an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary and shall own any Equity Interests in the Loan Parties or their Restricted Subsidiaries, (vi) if a Restricted Subsidiary is being designated as an no Unrestricted Subsidiary hereundershall hold any Indebtedness of, or any Lien on any property of, the sum of Loan Parties and their Restricted Subsidiaries, (Avii) the assets holder of such any Indebtedness of any Unrestricted Subsidiary as of such date of designation (the “Designation Date”), as set forth on such Subsidiary’s most recent balance sheet, plus (B) the aggregate amount of assets of all Unrestricted Subsidiaries designated as Unrestricted Subsidiaries pursuant to this Section 6.14 prior shall not have any recourse to the Designation Date Loan Parties and their Restricted Subsidiaries with respect to such Indebtedness, and (in each case measured as of vii) no Unrestricted Subsidiary shall be a party to any transaction or arrangement with the date of each such Unrestricted Subsidiary’s designation as an Unrestricted Subsidiary) shall Loan Parties and their Restricted Subsidiaries that would not exceed 5% of the Total Assets as of such Designation Date pro forma for such designationbe permitted by Section 7.09. The designation of any Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the Covenant Parties Lead Borrower and its Restricted Subsidiaries therein at the date of designation in an amount equal to the net book fair market value as determined by the Lead Borrower in good faith of the Covenant Parties’ Lead Borrower’s or Restricted Subsidiary’s (as applicable) investment 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 or Liens of such Subsidiary existing at such time and (ii) a return on any Investment by the Covenant Parties Lead Borrower and its Restricted Subsidiaries in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value as determined by the Lead Borrower in good faith at the date of such designation of the Covenant Parties’ Lead Borrower’s or its Restricted Subsidiary’s (as applicable) Investment in such Subsidiary.

Designation of Subsidiaries. Xxxxxxx (with the consent of the Company) The Designated Company may at any time after the Pushdown Closing Date designate any Restricted Subsidiary of any Covenant Party (other than a Borrower) the Designated Company 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) immediately after giving effect to such designation, the Covenant Parties shall be in complianceConsolidated Fixed Charge Coverage Ratio shall, on a Pro Forma Basis, with the covenants set forth in Section 7.11 be at least 1.25 to 1.0 (it being understood that if no Test Period cited in Section 7.11 has passed, the covenants in Section 7.11 for the first Test Period cited in such Section shall be satisfied as of the last four quarters ended andthat, as a condition precedent to the effectiveness of any such designation, Xxxxxxx the Designated Company shall deliver to the Administrative Agent a certificate of a Responsible Officer setting forth in reasonable detail the calculations demonstrating such compliance), (iii) none of the Covenant Parties no Subsidiary may be designated as an Unrestricted Subsidiary, (iv) no Subsidiary may be designated or continue as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of any of the Senior Subordinated DebtNotes, the Term Loan Credit 270 1096351.01A-CHISR01A1096355.04J-CHISR01A - MSW Agreement, any Additional Senior Unsecured Debt Secured Indebtedness, any Junior Secured Indebtedness, any Other Secured Indebtedness or any Junior Financingother Indebtedness, as applicable, constituting Material Indebtedness, (viv) no Restricted Subsidiary may be designated an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary and Subsidiary, (viv) if a Restricted Subsidiary is being designated as an Unrestricted Subsidiary hereunderunder this Section 5.17, the sum of (A) the fair market value of assets of such Subsidiary as of such date of designation (the “Designation Date”), as set forth on such Subsidiary’s most recent balance sheet, plus (B) the aggregate amount fair market value of assets of all Unrestricted Subsidiaries designated as Unrestricted Subsidiaries pursuant to this Section 6.14 5.17 prior to the Designation Date (in each case measured as of the date of each such Unrestricted Subsidiary’s designation as an Unrestricted Subsidiary) shall not exceed 5% of $500,000,000 in the Total Assets aggregate as of such Designation Date pro forma for such designation, and (vi) no Restricted Subsidiary shall be a Subsidiary of an Unrestricted Subsidiary. The designation of any Subsidiary as an Unrestricted Subsidiary under this Section 5.17 after the Closing Date shall constitute an Investment by the Covenant Parties Designated Company or its applicable Restricted Subsidiary therein at the date of designation in an amount equal to the net book fair market value of the Covenant Parties’ Designated Company’s or such Restricted Subsidiary’s (as applicable) investment 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 or Liens of such Subsidiary existing at such time and (ii) a return on any Investment by the Covenant Parties Designated Company or any of its Restricted Subsidiaries in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the lesser of (x) the fair market value at the date of such designation of the Covenant Parties’ Designated Company’s or its Restricted Subsidiary’s (as applicable) Investment in such Subsidiary and (y) the amount of Investments made by the Designated Company or its Restricted Subsidiaries in such Unrestricted Subsidiary from and after the date of such Subsidiary was designated as an Unrestricted Subsidiary. Notwithstanding the foregoing, in no case shall any Borrower or any Receivables Seller be an Unrestricted Subsidiary.

Designation of Subsidiaries. Xxxxxxx (with the consent of the Company) may at any time after the Pushdown Date The Borrower shall be permitted to designate any Restricted an existing or subsequently acquired or organized Subsidiary of any Covenant Party (other than a Borrower) as an Unrestricted Subsidiary after the Closing Date, by written notice to the Administrative Agent, so long as (a) no Default has occurred and is continuing or would result therefrom, (b) immediately after giving effect to such designation, the Borrower shall be in compliance on a pro forma basis with a Consolidated Leverage Ratio of 5.00:1.00, such compliance to be determined on the basis of the financial information most recently delivered to Administrative Agent by the Borrower pursuant to Section 7.1, (c) such Unrestricted Subsidiary shall be capitalized (to the extent capitalized by the Borrower or any of its Subsidiaries) through Investments as permitted by, and in compliance with, Section 8.7, (d) without duplication of clause (c), any assets owned by such Unrestricted Subsidiary at the time of the initial designation thereof shall be treated as Investments pursuant to Section 8.7, and (e) the Borrower shall have delivered to the Administrative Agent an officer’s certificate executed by a Responsible Officer of the Borrower, certifying compliance with the requirements of preceding clauses (a) through (d), and containing the calculations and information required by the preceding clause (b). The Borrower may designate any Unrestricted Subsidiary as to be a Restricted SubsidiarySubsidiary for purposes of this Agreement (each, a “Subsidiary Redesignation”); provided that (i) immediately before and after such designation, no Default shall have has occurred and be continuingis continuing or would result therefrom, (ii) immediately after giving effect to such designationSubsidiary Redesignation, the Covenant Parties Borrower shall be in compliance, compliance on a Pro Forma Basispro forma basis with a Consolidated Leverage Ratio of 5.00:1.00, with such compliance to be determined on the covenants basis of the financial information most recently delivered to Administrative Agent by the Borrower pursuant to Section 7.1, (iii) the representations and warranties set forth in Section 7.11 (it being understood that if no Test Period cited 5 and in Section 7.11 has passed, the covenants in Section 7.11 for the first Test Period cited in such Section other Loan Documents shall be satisfied true and correct in all material respects immediately after giving effect to such Subsidiary Redesignation, except to the extent such representations and warranties expressly relate to an earlier date, in which case such representation and warranties shall have been true and correct in all material respects as of such earlier date, and (iv) the last four quarters ended and, as a condition precedent to the effectiveness of any such designation, Xxxxxxx Borrower shall deliver have delivered to the Administrative Agent an officer’s certificate executed by a certificate setting forth in reasonable detail Responsible Officer of the calculations demonstrating such compliance)Borrower, certifying compliance with the requirements of preceding clauses (i) through (iii) none of the Covenant Parties ); provided, further, that no Unrestricted Subsidiary that has been designated as a Subsidiary pursuant to a Subsidiary Redesignation may again be designated as an Unrestricted Subsidiary, (iv) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of the Senior Subordinated Debt, the Senior Unsecured Debt or any Junior Financing, as applicable, (v) no Restricted Subsidiary may be designated an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary and (vi) if a Restricted Subsidiary is being designated as an Unrestricted Subsidiary hereunder, the sum of (A) the assets of such Subsidiary as of such date of designation (the “Designation Date”), as set forth on such Subsidiary’s most recent balance sheet, plus (B) the aggregate amount of assets of all Unrestricted Subsidiaries designated as Unrestricted Subsidiaries pursuant to this Section 6.14 prior to the Designation Date (in each case measured as of the date of each such Unrestricted Subsidiary’s designation as an Unrestricted Subsidiary) shall not exceed 5% of the Total Assets as of such Designation Date pro forma for such designation. The designation of any Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the Covenant Parties therein at the date of designation in an amount equal to the net book value of the Covenant Parties’ (as applicable) 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 or Liens of such Subsidiary existing at such time and (ii) a return on any Investment by the Covenant Parties in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value at the date of such designation of the Covenant Parties’ (as applicable) Investment in such Subsidiary.

Designation of Subsidiaries. Xxxxxxx (with the consent The Borrower shall be permitted to designate an existing or subsequently acquired or organized Subsidiary of the Company) may at any time after the Pushdown Date designate any Restricted Subsidiary of any Covenant Party (other than a Borrower) Borrower as an Unrestricted Subsidiary or any Unrestricted Subsidiary after the Effective Date, by written notice to the Administrative Agent, so long as a Restricted Subsidiary; provided that (i) immediately before and after such designation, no Default shall have has occurred and be continuingis continuing or would result therefrom, (ii) immediately after giving effect to such designation, the Covenant Parties Borrower shall be in compliance, compliance on a Pro Forma Basispro forma basis with a Consolidated Leverage Ratio of 5.00:1.00, with such compliance to be determined on the covenants set forth in Section 7.11 (it being understood that if no Test Period cited in Section 7.11 has passed, the covenants in Section 7.11 for the first Test Period cited in such Section shall be satisfied as basis of the last four quarters ended and, as a condition precedent financial information most recently delivered to the effectiveness of any such designation, Xxxxxxx shall deliver to the Administrative Agent a certificate setting forth in reasonable detail by the calculations demonstrating such complianceBorrower pursuant to Sections 7.01(a)(i) or 7.01(a)(ii), (iii) none such Unrestricted Subsidiary shall be capitalized (to the extent capitalized by the Borrower or any of its Subsidiaries) through Investments as permitted by, and in compliance with, Section 7.02(f), (iv) without duplication of clause (iii), any assets owned by such Unrestricted Subsidiary at the time of the Covenant Parties initial designation thereof shall be treated as Investments pursuant to Section 7.02(f), (v) if prior to the date of such designation such Subsidiary has $2,500,000 or more of assets included in the Borrowing Base, then Borrower shall have delivered to Administrative Agent an updated Borrowing Base Certificate that reflects the removal of such assets from the Borrowing Base, (vi) no Overadvance shall result from such designation, and (vii) the Borrower shall have delivered to the Administrative Agent an officer’s certificate executed by a Responsible Officer of the Borrower, certifying compliance with the requirements of preceding clauses (i) through (vi), and containing the calculations and information required by the preceding clause (ii). The Borrower may designate any Unrestricted Subsidiary to be a Subsidiary for purposes of this Agreement (each, a “Subsidiary Redesignation”); provided, that (A) no Default has occurred and is continuing or would result therefrom, (B) immediately after giving effect to such Subsidiary Redesignation, the Borrower shall be in compliance on a pro forma basis with a Consolidated Leverage Ratio of 5.00:1.00, such compliance to be determined on the basis of the financial information most recently delivered to Administrative Agent by the Borrower pursuant to Sections 7.01(a)(i) or 7.01(a)(ii), (C) the representations and warranties set forth in Section 6.01 and in the other Loan Documents shall be true and correct in all material respects immediately after giving effect to such Subsidiary Redesignation, except to the extent such representations and warranties expressly relate to an earlier date, in which case such representation and warranties shall have been true and correct in all material respects as of such earlier date, and (D) the Borrower shall have delivered to the Administrative Agent an officer’s certificate executed by a Responsible Officer of the Borrower, certifying compliance with the requirements of preceding clauses (A) through (C); provided, further, that no Unrestricted Subsidiary that has been designated as a Subsidiary pursuant to a Subsidiary Redesignation may again be designated as an Unrestricted Subsidiary, (iv) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of the Senior Subordinated Debt, the Senior Unsecured Debt or any Junior Financing, as applicable, (v) no Restricted Subsidiary may be designated an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary and (vi) if a Restricted Subsidiary is being designated as an Unrestricted Subsidiary hereunder, the sum of (A) the assets of such Subsidiary as of such date of designation (the “Designation Date”), as set forth on such Subsidiary’s most recent balance sheet, plus (B) the aggregate amount of assets of all Unrestricted Subsidiaries designated as Unrestricted Subsidiaries pursuant to this Section 6.14 prior to the Designation Date (in each case measured as of the date of each such Unrestricted Subsidiary’s designation as an Unrestricted Subsidiary) shall not exceed 5% of the Total Assets as of such Designation Date pro forma for such designation. The designation of any Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the Covenant Parties therein at the date of designation in an amount equal to the net book value of the Covenant Parties’ (as applicable) 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 or Liens of such Subsidiary existing at such time and (ii) a return on any Investment by the Covenant Parties in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value at the date of such designation of the Covenant Parties’ (as applicable) Investment in such Subsidiary.

Designation of Subsidiaries. Xxxxxxx (with the consent of the Company) may at any time after the Pushdown Date designate any Restricted Subsidiary of any Covenant Party (other than a Borrower) as an Unrestricted Subsidiary Designate 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) immediately after giving effect to such designation, the Covenant Parties shall be in compliance, on a Pro Forma Basis, with the covenants set forth in Section 7.11 (it being understood that if no Test Period cited in Section 7.11 has passed, the covenants in Section 7.11 for the first Test Period cited in such Section shall be satisfied as of the last four quarters ended and, as a condition precedent to the effectiveness of any such designation, Xxxxxxx shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance), (iii) none of the Covenant Parties may be designated as an Unrestricted Subsidiary, (iv) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of the Senior Subordinated Debt, the Senior Unsecured Debt or any Junior Financing, as applicable, (v) no Restricted Subsidiary may be designated an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary and (vi) if a Restricted Subsidiary is being designated as an Unrestricted Subsidiary hereunder, the sum of (A) the assets of such Subsidiary as of such date of designation (the “Designation Date”), as set forth on such Subsidiary’s most recent balance sheet, plus (B) the aggregate amount of assets of all Unrestricted Subsidiaries designated as Unrestricted Subsidiaries pursuant to this Section 6.14 prior to the Designation Date (in each case measured as of the date of each such Unrestricted Subsidiary’s designation as an Unrestricted Subsidiary) shall not exceed 5% of the Total Assets as of such Designation Date pro forma for such designation. The designation of any Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the Covenant Parties therein at the date of designation in an amount equal to the net book value of the Covenant Parties’ (as applicable) investment therein. The designation of redesignate any Unrestricted Subsidiary as a Restricted Subsidiary of Borrower or designate or redesignate any Restricted Subsidiary of Borrower as an Unrestricted Subsidiary unless the following conditions precedent have been satisfied: (a) Borrower shall constitute have given not less than 10 days' prior written notice to Agent that a Senior Financial Officer has made such determination, (ib) the incurrence at the time of such designation or redesignation and immediately after giving effect thereto: (i) no Default or Event of any Investment, Indebtedness or Liens of such Subsidiary existing at such time Default would exist and (ii) a return on any Investment Borrower would be permitted by the Covenant Parties provisions of Section 8.2(a) to incur at least $1.00 of additional Indebtedness, (c) in the case of the designation of a Restricted Subsidiary of Borrower as an Unrestricted Subsidiary and after giving effect thereto, (i) such Unrestricted Subsidiary so designated shall not, directly or indirectly, own any Indebtedness or capital stock of Borrower or any of its Restricted Subsidiaries, (ii) such designation shall be deemed a sale of assets and shall be permitted by the provisions of Section 8.5(b)(ii), (iii) neither Borrower nor any of its Restricted Subsidiaries pursuant shall be liable for any Indebtedness of such Unrestricted Subsidiary so designated (other than Indebtedness which at the time of incurrence shall be permitted within the limitations of Section 8.2(b) or at the time of such designation shall be permitted within the limitations of Sections 8.4(a) and 8.2(b)), (iv) no default or condition in respect of any Indebtedness of such Unrestricted Subsidiary so designated could as a consequence of such default or condition cause or permit any Indebtedness of Borrower or any of its Restricted Subsidiaries to become, or to be declared, due and payable before its stated maturity or before its regularly scheduled dates of payment, (v) any continuing Investment in the preceding sentence capital stock of such Subsidiary held by Borrower or of any of its Restricted Subsidiaries shall at the time of such designation be permitted (without reference to paragraph (a) of the definition of "Restricted Investments"), within the limitations of Section 8.4, and (vi) such designation shall not result in the imposition of a Lien on the assets of Borrower or any of its Restricted Subsidiaries, other than a Lien permitted within the limitations of Section 8.3, (d) in the case of the designation of an amount equal to Unrestricted Subsidiary as a Restricted Subsidiary of Borrower and after giving effect thereto: (i) all outstanding Indebtedness and Preferred Stock of such Restricted Subsidiary so designated shall be permitted within the fair market value applicable limitations of Section 8.2(b) and (ii) all existing Liens of such Restricted Subsidiary so designated shall be permitted within the applicable limitations of Section 8.3, other than Section 8.3(f) notwithstanding that any such Lien existed as of the Effective Date), (e) in the case of the designation of a Restricted Subsidiary of Borrower as an Unrestricted Subsidiary, such Restricted Subsidiary shall not at any time after the date of such this Agreement have previously been designated as an Unrestricted Subsidiary more than once, and (f) in the case of the designation of an Unrestricted Subsidiary as a Restricted Subsidiary of Borrower, such Unrestricted Subsidiary shall not at any time after the Covenant Parties’ (date of this Agreement have previously been designated as applicable) Investment in such Subsidiarya Restricted Subsidiary of Borrower more than once. 9.

Designation of Subsidiaries. Xxxxxxx (with the consent The Board of Directors of the Company) Borrower may at any time after the Pushdown Effective Date designate any Restricted Subsidiary of any Covenant Party (other than any Restricted Subsidiary that is a BorrowerLoan Party) as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; , provided that (ia) immediately before and after any such designationdesignation as an Unrestricted Subsidiary, no Default shall have occurred and be continuingcontinuing or would result therefrom, (iib) immediately after giving effect to any such designationdesignation as an Unrestricted Subsidiary, either (i) the Covenant Parties shall Borrower would be in compliancepermitted to incur at least $1.00 of additional Senior Unsecured Debt pursuant to clause (xii) of Section 6.01(a) or (ii) the Senior Leverage Ratio and the Total Leverage Ratio would be equal to or lower than the Senior Leverage Ratio and the Total Leverage Ratio, on a Pro Forma Basisrespectively, with the covenants set forth in Section 7.11 immediately prior to such designation (it being understood that if no Test Period cited in Section 7.11 has passed, the covenants in Section 7.11 for the first Test Period cited in such Section shall be satisfied as of the last four quarters ended and, as a condition precedent to the effectiveness of any such designation, Xxxxxxx the Borrower shall deliver to the Administrative Agent a certificate of a Financial Officer setting forth in reasonable detail the calculations demonstrating such compliance), and (iii) none of the Covenant Parties may be designated as an Unrestricted Subsidiary, (ivc) no Subsidiary may be designated as an Unrestricted Subsidiary or continue as an Unrestricted Subsidiary if it (i) such Unrestricted Subsidiary (or any of its Subsidiaries) is a “Restricted Subsidiary” (or any comparable designation) for the purpose of any other Indebtedness of the Senior Subordinated Debt, the Senior Unsecured Debt Borrower or any Junior Financing, as applicable, (vii) no Restricted Subsidiary may be designated an such Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary and (vi) if a Restricted Subsidiary is being designated as an Unrestricted Subsidiary hereunderhas created, incurred, issued, assumed, guaranteed or otherwise become directly or indirectly liable with respect to any Indebtedness pursuant to which the sum lender in respect thereof has recourse to any of (A) the assets of such Subsidiary as of such date of designation (the “Designation Date”), as set forth on such Borrower or any Restricted Subsidiary’s most recent balance sheet, plus (B) the aggregate amount of assets of all Unrestricted Subsidiaries designated as Unrestricted Subsidiaries pursuant to this Section 6.14 prior to the Designation Date (in each case measured as of the date of each such Unrestricted Subsidiary’s designation as an Unrestricted Subsidiary) shall not exceed 5% of the Total Assets as of such Designation Date pro forma for such designation. The designation of any Subsidiary as an Unrestricted Subsidiary after the Closing Effective Date shall constitute an Investment investment by the Covenant Parties Borrower or the relevant Restricted Subsidiary (as applicable) therein under Section 6.04(r) at the date of designation in an amount equal to the net book value of portion (proportionate to the Covenant Parties’ Borrower’s or the relevant Restricted Subsidiary’s (as applicable) investment therein. The designation equity interest in such Subsidiary) of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time and (ii) a return on any Investment by the Covenant Parties in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value of the net assets of such Subsidiary at the date time it is designated as an Unrestricted Subsidiary. The Borrower shall notify the Administrative Agent of any such designation by the Board of Directors of the Covenant Parties’ (as applicable) Investment in Borrower by promptly filing with the Administrative Agent a copy of the board resolution giving effect to such Subsidiarydesignation and an officer’s certificate from the principal executive officer of the Borrower or a Financial Officer certifying that such designation complied with the foregoing provisions.

Designation of Subsidiaries. Xxxxxxx (with the consent of the Company) The Designated Company may at any time after the Pushdown Closing Date designate any Restricted Subsidiary of any Covenant Party (other than a Borrower) the Designated Company 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) immediately after giving effect to such designation, the Covenant Parties shall be in complianceConsolidated Fixed Charge Coverage Ratio shall, on a Pro Forma Basis, with the covenants set forth in Section 7.11 be at least 1.25 to 1.0 (it being understood that if no Test Period cited in Section 7.11 has passed, the covenants in Section 7.11 for the first Test Period cited in such Section shall be satisfied as of the last four quarters ended andthat, as a condition precedent to the effectiveness of any such designation, Xxxxxxx the Designated Company shall deliver to the Administrative Agent a certificate of a Responsible Officer setting forth in reasonable detail the calculations demonstrating such compliance), (iii) none of the Covenant Parties no Subsidiary may be designated as an Unrestricted Subsidiary, (iv) no Subsidiary may be designated or continue as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of any of the Senior Subordinated DebtNotes, the Term Loan Credit 258 1160299.01-CHISR1160299.03H-CHISR02A - MSW Agreement, any Additional Senior Unsecured Debt Secured Indebtedness, any Junior Secured Indebtedness, any Other Secured Indebtedness or any Junior Financingother Indebtedness, as applicable, constituting Material Indebtedness, (viv) no Restricted Subsidiary may be designated an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary and Subsidiary, (viv) if a Restricted Subsidiary is being designated as an Unrestricted Subsidiary hereunderunder this Section 5.17, the sum of (A) the fair market value of assets of such Subsidiary as of such date of designation (the “Designation Date”), as set forth on such Subsidiary’s most recent balance sheet, plus (B) the aggregate amount fair market value of assets of all Unrestricted Subsidiaries designated as Unrestricted Subsidiaries pursuant to this Section 6.14 5.17 prior to the Designation Date (in each case measured as of the date of each such Unrestricted Subsidiary’s designation as an Unrestricted Subsidiary) shall not exceed 5% of $500,000,000 in the Total Assets aggregate as of such Designation Date pro forma for such designation, and (vi) no Restricted Subsidiary shall be a Subsidiary of an Unrestricted Subsidiary. The designation of any Subsidiary as an Unrestricted Subsidiary under this Section 5.17 after the Closing Date shall constitute an Investment by the Covenant Parties Designated Company or its applicable Restricted Subsidiary therein at the date of designation in an amount equal to the net book fair market value of the Covenant Parties’ Designated Company’s or such Restricted Subsidiary’s (as applicable) investment 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 or Liens of such Subsidiary existing at such time and (ii) a return on any Investment by the Covenant Parties Designated Company or any of its Restricted Subsidiaries in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the lesser of (x) the fair market value at the date of such designation of the Covenant Parties’ Designated Company’s or its Restricted Subsidiary’s (as applicable) Investment in such Subsidiary and (y) the amount of Investments made by the Designated Company or its Restricted Subsidiaries in such Unrestricted Subsidiary from and after the date of such Subsidiary was designated as an Unrestricted Subsidiary. Notwithstanding the foregoing, in no case shall any Borrower or any Receivables Seller be an Unrestricted Subsidiary.

Designation of Subsidiaries. Xxxxxxx (with the consent of the Company) The Borrower may at any time after the Pushdown Closing Date designate any Restricted Subsidiary of any Covenant Party (other than a Borrower) the Borrower as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted SubsidiarySubsidiary 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 Covenant Loan Parties shall would be in compliance, compliance on a Pro Forma Basis, Basis with the financial covenants set forth in Section 7.11 (it being understood that if no Test Period cited in Section 7.11 has passed, the covenants in Section 7.11 for the first Test Period cited in such Section shall be satisfied recomputed as of the last end of the period of the four fiscal quarters most recently ended and, as a condition precedent for which the Borrower has delivered financial statements pursuant to the effectiveness of any Section 6.01(a) or 6.01(b) after giving effect to such designation, Xxxxxxx shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance)redesignation, (iii) none in the case of the Covenant Parties may be designated designation of any Restricted Subsidiary as an Unrestricted Subsidiary, such designation shall constitute an Investment in such Unrestricted Subsidiary (calculated as an amount equal to the sum of (x) the net worth of the Subsidiary designated immediately prior to such designation (such net worth to be calculated without regard to any Obligations of such Subsidiary under the Loan Documents) and (y) to the extent not reflected in such net worth, the aggregate principal amount of any Indebtedness owed by the Subsidiary to the Borrower or any of its Restricted Subsidiaries immediately prior to such designation, all calculated, except as set forth in the parenthetical to clause (x) above, on a consolidated basis in accordance with GAAP), and such Investment shall be permitted under Section 7.02, (iv) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of (or is otherwise subject to the Senior Subordinated Debtcovenants under, or otherwise obligated for) any Indebtedness of the Senior Unsecured Debt Borrower or any Junior Financing, as applicableRestricted Subsidiary, (v) immediately after giving effect to the designation of an Unrestricted Subsidiary as a Restricted Subsidiary, the Borrower shall comply with the provisions of Section 6.13 with respect to such designated Restricted Subsidiary, (vi) no Restricted Subsidiary may be designated an Unrestricted a Subsidiary if it was previously designated an Unrestricted Subsidiary and (vi) if a Restricted Subsidiary is being designated as an Unrestricted Subsidiary hereunder, the sum of (A) the assets of such Subsidiary as of such date of designation (the “Designation Date”), as set forth on such Subsidiary’s most recent balance sheet, plus (B) the aggregate amount of assets of all Unrestricted Subsidiaries designated as Unrestricted Subsidiaries pursuant to this Section 6.14 prior to the Designation Date (in each case measured as of the date of each such Unrestricted Subsidiary’s designation as an Unrestricted Subsidiary, (vii) shall not exceed 5% in the case of the Total Assets as of such Designation Date pro forma for such designation. The designation of any Subsidiary as an Unrestricted Subsidiary, no recourse whatsoever (whether by contract or by operation of law or otherwise) may be had to the Borrower or any of its Restricted Subsidiaries or any of their respective properties or assets for any obligations of such Unrestricted Subsidiary, (viii) once an Unrestricted Subsidiary after is designated as a Restricted Subsidiary pursuant to this Section 6.16, such Restricted Subsidiary may only be redesignated as an Unrestricted Subsidiary one time thereafter, and once a Restricted Subsidiary is designated as an Unrestricted Subsidiary pursuant to this Section 6.16, such Unrestricted Subsidiary may only be redesignated as a Restricted Subsidiary one time thereafter and (ix) the Closing Date Borrower shall constitute an Investment have delivered to the Administrative Agent and each Lender a certificate executed by its chief financial officer or treasurer, certifying to the best of such officer’s knowledge, compliance with the requirements of the preceding clauses (i) through (vii), inclusive, and containing the calculations (in reasonable detail) required by the Covenant Parties therein at the date of designation in an amount equal to the net book value of the Covenant Parties’ preceding clause (as applicable) investment thereinii). The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time and (ii) a return on any Investment by the Covenant Parties Borrower in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value at the date of such designation of the Covenant Parties’ (as applicable) Borrower’s Investment in such SubsidiarySubsidiary (that have not otherwise been transferred to or invested in other Unrestricted Subsidiaries).

Designation of Subsidiaries. Xxxxxxx (with the consent a) The chief financial officer of the Company) may Borrower, on behalf of the Borrower, may, at any time from and after the Pushdown Date Effective Date, designate any Restricted Subsidiary of any Covenant Party (other than a Borrower) as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing, (ii) immediately after giving effect to such designation, the Covenant Parties Borrower shall be in compliance, on a Pro Forma Basis, compliance with the covenants set forth in Section 7.11 (it being understood that if no Test Period cited in Section 7.11 has passed, the covenants in Section 7.11 for the first Test Period cited in such Section shall be satisfied as of the last four quarters ended and, as 6.11 on a condition precedent to the effectiveness of any such designation, Xxxxxxx shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance)pro forma basis, (iii) none of the Covenant Parties may be designated as an subject to Section 6.12(c) in connection with a Global Unrestricted SubsidiaryRe-Designation, (iv) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of the Senior Subordinated Debt, the Senior Unsecured Debt or any Junior Financing, as applicable, (v) no Restricted Subsidiary may be designated an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary and (vi) if a Restricted Subsidiary is being designated as an Unrestricted Subsidiary hereunder, the sum of (A) the assets of such Subsidiary Restricted Subsidiary, together with all other Unrestricted Subsidiaries as of such date of designation and immediately after giving effect thereto, must not have contributed both (x) greater than twenty percent (20%) of Consolidated Total Assets (but, notwithstanding the “Designation Date”definition of Consolidated Total Assets, calculated inclusive of all Unrestricted Subsidiaries) and (y) greater than twenty percent (20%) of Consolidated EBITDA (but, notwithstanding the definition of Consolidated EBITDA, calculated inclusive of all Unrestricted Subsidiaries), as set forth on such Subsidiary’s of the most recent balance sheet, plus (B) recently ended fiscal quarter of the aggregate amount of assets of all Unrestricted Subsidiaries designated as Unrestricted Subsidiaries Borrower for which financial statements have been delivered pursuant to this Section 6.14 5.01(a) (or, if prior to the Designation Date date of the delivery of the first financial statements to be delivered pursuant to Section 5.01(a), the most recent financial statements referred to in Section 3.04(a)) and (in each case measured iv) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary on more than two (2) occasions if it was previously designated as an Unrestricted Subsidiary (including any such designation as of the date of each such Unrestricted Subsidiary’s designation as an Unrestricted Subsidiary) shall not exceed 5% of the Total Assets as of such Designation Date pro forma for such designationEffective Date). The designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Closing Effective Date shall constitute an Investment by the Covenant Parties Borrower or the applicable Restricted Subsidiary therein at the date of designation in an amount equal to the net book fair market value of the Covenant Parties’ (as applicable) Borrower’s or the applicable Restricted Subsidiary’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 or Liens of such Subsidiary existing at such time and (ii) a return on any Investment by the Covenant Parties Borrower or the applicable Restricted Subsidiary in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value at the date of such designation of the Covenant Parties’ (as applicable) Borrower’s or such Restricted Subsidiary’s Investment in such Subsidiary. Notwithstanding the foregoing, neither University of Phoenix, Inc. nor any other Subsidiary holding or conducting the University of Phoenix business shall be permitted to be an Unrestricted Subsidiary.

Designation of Subsidiaries. Xxxxxxx (with the consent of the Company) The Designated Company may at any time after the Pushdown Closing Date designate any Restricted Subsidiary of any Covenant Party (other than a Borrower) the Designated Company 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) immediately after giving effect to such designation, the Covenant Parties Designated Company shall be in compliance, on a Pro Forma Basis, with the covenants set forth in Section 7.11 Financial Performance Covenant (it being understood that if no Test Period cited in Section 7.11 has passed, the covenants in Section 7.11 for the first Test Period cited in such Section shall be satisfied as of the last four quarters ended andthat, as a condition precedent to the effectiveness of any such designation, Xxxxxxx the Designated Company shall deliver to the Administrative Agent a certificate of a Responsible Officer setting forth in reasonable detail the calculations demonstrating such compliance), (iii) none the Consolidated Interest Coverage Ratio for the most recently ended four fiscal quarter period for which financial statements have been delivered pursuant to Section 5.01(a) or (b) shall be greater than 2.00 to 1.00 on a Pro Forma Basis (it being understood that, as a condition precedent to the effectiveness of any such designation, the Covenant Parties may be designated as an Unrestricted SubsidiaryDesignated Company shall deliver to the Administrative Agent a certificate of a Responsible Officer setting forth in reasonable detail the calculations demonstrating such Consolidated Interest Coverage Ratio), (iv) no Subsidiary may be designated as an Unrestricted Subsidiary or continue as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of any of the Senior Subordinated DebtNotes, the Revolving Credit Agreement, any Additional Senior Unsecured Debt Secured Indebtedness, any Junior Secured Indebtedness or any Junior Financingother Indebtedness, as applicable, constituting Material Indebtedness, (v) no Restricted Subsidiary may be designated an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary and Subsidiary, (vi) if a Restricted Subsidiary is being designated as an Unrestricted 170 972172.01-CHISR01A - MSW Subsidiary hereunder, the sum of (A) the fair market value of assets of such Subsidiary as of such date of designation (the “Designation Date”), as set forth on such Subsidiary’s most recent balance sheet, plus (B) the aggregate amount fair market value of assets of all Unrestricted Subsidiaries designated as Unrestricted Subsidiaries pursuant to this Section 6.14 5.16 prior to the Designation Date (in each case measured as of the date of each such Unrestricted Subsidiary’s designation as an Unrestricted Subsidiary) shall not exceed 5% of $500,000,000 in the Total Assets aggregate as of such Designation Date pro forma for such designation, and (vii) no Restricted Subsidiary shall be a Subsidiary of an Unrestricted Subsidiary. The designation of any Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the Covenant Parties Designated Company or its applicable Restricted Subsidiary therein at the date of designation in an amount equal to the net book fair market value of the Covenant Parties’ Designated Company’s or such Restricted Subsidiary’s (as applicable) 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 or Liens of such Subsidiary existing at such time and (ii) a return on any Investment by the Covenant Parties Designated Company or any of its Restricted Subsidiaries in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the lesser of (x) the fair market value at the date of such designation of the Covenant Parties’ Designated Company’s or its Restricted Subsidiary’s (as applicable) Investment in such Subsidiary and (y) the amount of Investments made by the Designated Company or its Restricted Subsidiaries in such Unrestricted Subsidiary from and after the date of such Subsidiary was designated as an Unrestricted Subsidiary.

Designation of Subsidiaries. Xxxxxxx (with the consent of the Company) The Designated Company may at any time after the Pushdown Closing Date designate any Restricted Subsidiary of any Covenant Party (other than a Borrower) the Designated Company 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) immediately after giving effect to such designation, the Covenant Parties Designated Company shall be in compliance, on a Pro Forma Basis, with the covenants set forth in Section 7.11 Financial Performance Covenant (it being understood that if no Test Period cited in Section 7.11 has passed, the covenants in Section 7.11 for the first Test Period cited in such Section shall be satisfied as of the last four quarters ended andthat, as a condition precedent to the effectiveness of any such designation, Xxxxxxx the Designated Company shall deliver to the Administrative Agent a certificate of a Responsible Officer setting forth in reasonable detail the calculations demonstrating such compliance), (iii) none the Consolidated Interest Coverage Ratio for the most recently ended four fiscal quarter period for which financial statements have been delivered pursuant to Section 5.01(a) or (b) shall be greater than 2.00 to 1.00 on a Pro Forma Basis (it being understood that, as a condition precedent to the effectiveness of any such designation, the Covenant Parties may be designated as an Unrestricted SubsidiaryDesignated Company shall deliver to the Administrative Agent a certificate of a Responsible Officer setting forth in 1234400.03-CHISR02A - MSW reasonable detail the calculations demonstrating such Consolidated Interest Coverage Ratio), (iv) no Subsidiary may be designated as an Unrestricted Subsidiary or continue as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of any of the Senior Subordinated DebtNotes, the Revolving Credit Agreement, any Additional Senior Unsecured Debt Secured Indebtedness, any Junior Secured Indebtedness or any Junior Financingother Indebtedness, as applicable, constituting Material Indebtedness, (v) no Restricted Subsidiary may be designated an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary and Subsidiary, (vi) if a Restricted Subsidiary is being designated as an Unrestricted Subsidiary hereunderunder this Section 5.16, the sum of (A) the fair market value of assets of such Subsidiary as of such date of designation (the “Designation Date”), as set forth on such Subsidiary’s most recent balance sheet, plus (B) the aggregate amount fair market value of assets of all Unrestricted Subsidiaries designated as Unrestricted Subsidiaries pursuant to this Section 6.14 5.16 prior to the Designation Date (in each case measured as of the date of each such Unrestricted Subsidiary’s designation as an Unrestricted Subsidiary) shall not exceed 5% of $500,000,000 in the Total Assets aggregate as of such Designation Date pro forma for such designation, (vii) no Restricted Subsidiary shall be a Subsidiary of an Unrestricted Subsidiary and (viii) no Co-Borrower (and no Person that directly or indirectly owns any Equity Interests of a Co-Borrower) may be designated as an Unrestricted Subsidiary. The designation of any Subsidiary as an Unrestricted Subsidiary under this Section 5.16 after the Closing Date shall constitute an Investment by the Covenant Parties Designated Company or its applicable Restricted Subsidiary therein at the date of designation in an amount equal to the net book fair market value of the Covenant Parties’ Designated Company’s or such Restricted Subsidiary’s (as applicable) investment 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 or Liens of such Subsidiary existing at such time and (ii) a return on any Investment by the Covenant Parties Designated Company or any of its Restricted Subsidiaries in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the lesser of (x) the fair market value at the date of such designation of the Covenant Parties’ Designated Company’s or its Restricted Subsidiary’s (as applicable) Investment in such Subsidiary and (y) the amount of Investments made by the Designated Company or its Restricted Subsidiaries in such Unrestricted Subsidiary from and after the date of such Subsidiary was designated as an Unrestricted Subsidiary.

Designation of Subsidiaries. Xxxxxxx (with the consent of the Company) The Public Hub Company may at any time after the Pushdown Date designate any Restricted Subsidiary of any Covenant Party (other than a Borrower) 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) immediately after giving effect to such designation, the Covenant Parties shall be in compliance, on a Pro Forma Basis, with the covenants set forth in Section 7.11 (it being understood that if no Test Period cited in Section 7.11 has passed, the covenants in Section 7.11 for the first Test Period cited in such Section shall be satisfied as of the last four quarters ended and, as a condition precedent to the effectiveness of any such designation, Xxxxxxx shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance), (iii) none of the Covenant Parties may be designated as an Unrestricted Subsidiary, (iv) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of the Senior Subordinated Debt, the Senior Unsecured Debt or any Junior Financing, as applicable, (v) no Restricted Subsidiary may be designated an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary and (vi) if a Restricted Subsidiary is being designated as an Unrestricted Subsidiary hereunder, the sum of (A) the assets of such Subsidiary as of such date of designation (the “Designation Date”), as set forth on such Subsidiary’s most recent balance sheet, plus (B) the aggregate amount of assets of all Unrestricted Subsidiaries designated as Unrestricted Subsidiaries pursuant to this Section 6.14 prior to the Designation Date (in each case measured as of the date of each such Unrestricted Subsidiary’s designation as an Unrestricted Subsidiary) shall not exceed 5% of the Total Assets as of such Designation Date pro forma for such designation. The designation of any Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the Covenant Parties therein at the date of designation in an amount equal to the net book value of the Covenant Parties’ (as applicable) investment therein. The designation of redesignate any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute and may designate or redesignate any Restricted Subsidiary as an Unrestricted Subsidiary; PROVIDED that: (ia) the incurrence Public Hub Company shall have given not less than 10 days' prior written notice to the holders of the Notes that a Senior Financial Officer of the Public Hub Company has made such determination, (b) at the time of such designation or redesignation and immediately after giving effect thereto, no Default or Event of Default would exist, (c) in the case of the designation of a Restricted Subsidiary as an Unrestricted Subsidiary and after giving effect thereto, (i) such Unrestricted Subsidiary so designated shall not, directly or indirectly, own any Investment, Indebtedness Debt or Liens capital stock of such the Public Hub Company or any Restricted Subsidiary existing at such time and (ii) such designation shall be deemed a return on any Investment sale of assets and shall be permitted by the Covenant Parties provisions of SECTION 10.6(B), (d) in the case of the designation of an Unrestricted Subsidiaries pursuant to Subsidiary as a Restricted Subsidiary and after giving effect thereto: (i) all outstanding Debt of such Restricted Subsidiary so designated shall be permitted within the preceding sentence in an amount equal to the fair market value at limitations of SECTION 10.4 (notwithstanding that any such Debt was outstanding as of the date of Closing) and (ii) all existing Liens of such designation Restricted Subsidiary so designated shall be permitted within the applicable limitations of SECTION 10.5 (other than SECTION 10.5(G), notwithstanding that any such Lien existed as of the Covenant Parties’ date of Closing), (e) Hub Chicago and Hub Holdings shall at all times remain Restricted Subsidiaries, and (f) no Restricted Subsidiary may be or be designated as applicable) Investment in such Subsidiaryan Unrestricted Subsidiary more than once and no Unrestricted Subsidiary may be or be designated as a Restricted Subsidiary more than once.

Designation of Subsidiaries. Xxxxxxx (with the consent of the Companya) The Borrower may at any time after the Pushdown First Test Date designate any Restricted Subsidiary of any Covenant Party (other than a BorrowerLake Xxxx Station, Inc., Fiesta Station Inc., Santa Fe Station Inc., Texas Station, LLC or any other Restricted Subsidiary into which any portion of the assets (other than de minimis assets) of any of the foregoing entities are transferred on or after the Closing Date (by Investment, Disposition, merger, consolidation or otherwise)) 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) immediately after giving effect to such designation, the Covenant Parties Borrower and the Restricted Subsidiaries shall be in compliance, on a Pro Forma Basis, with the covenants set forth in Section 7.11 (it being understood that if no Test Period cited in Section 7.11 has passed, the covenants in Section 7.11 for the first Test Period cited in such Section shall be satisfied as of the last four quarters ended and, as a condition precedent to the effectiveness of any such designation, Xxxxxxx the Borrower shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance), (iii) none of the Covenant Parties may be designated as an Unrestricted Subsidiary, (iv) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of the Senior Subordinated Debt, the Senior Unsecured Debt or any Junior Financing, any Indebtedness in an aggregate principal amount greater than or equal to the Threshold Amount or any Refinancing Indebtedness in respect thereof, (iv) the Investment resulting from the designation of any such Subsidiary as applicablean Unrestricted Subsidiary pursuant to this Section 6.14(a) is permitted by Section 7.02, (v) any Indebtedness or Liens of any Unrestricted Subsidiary designated as a Restricted Subsidiary pursuant to this Section 6.14(a) are permitted by Sections 7.03 and 7.01, respectively, (vi) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary Subsidiary, and (vivii) if no LandCo Subsidiary may be designated as a Restricted Subsidiary is being designated as an Unrestricted Subsidiary hereunder, unless and until all commitments and letters of credit under the sum of (A) the assets of such Subsidiary as of such date of designation (the “Designation Date”), as set forth on such Subsidiary’s most recent balance sheet, plus (B) the aggregate amount of assets of LandCo Credit Agreement have been terminated and all Unrestricted Subsidiaries designated as Unrestricted Subsidiaries pursuant to this Section 6.14 prior to the Designation Date (LandCo Loan Obligations have been paid in each case measured as of the date of each such Unrestricted Subsidiary’s designation as an Unrestricted Subsidiary) shall not exceed 5% of the Total Assets as of such Designation Date pro forma for such designationfull. The designation of any Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the Covenant Parties Borrower therein at the date of designation in an amount equal to the net book value Fair Market Value of the Covenant Parties’ (net assets of such Subsidiary at the time that such Subsidiary is designated as applicable) investment thereinan Unrestricted Subsidiary. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time and (ii) a return on any Investment by the Covenant Parties in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value at the date of such designation of the Covenant Parties’ (as applicable) Investment in such Subsidiarytime.

Designation of Subsidiaries. Xxxxxxx (with the consent of the Company) The Borrower may at any time after the Pushdown Original Closing Date designate any Restricted Subsidiary of any Covenant Party (other than a Borrower) 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) immediately after giving effect to such designation, the Covenant Parties Borrower shall be in compliance, on a Pro Forma Basis, compliance with the covenants set forth in Section 7.11 7.11, determined on a Pro Forma Basis as of the last day of the most recently ended Measurement Period (it being understood that or, if no Test Measurement Period cited in Section 7.11 or in the defined terms used therein has passed, the covenants in Section 7.11 for the first Test Measurement Period cited in such Section shall be satisfied as of the last four quarters ended ended), in each case, as if such designation had occurred on the last day of such fiscal quarter of the Borrower and, as a condition precedent to the effectiveness of any such designation, Xxxxxxx the Borrower shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance), (iii) none of the Covenant Parties may be designated as an Unrestricted no Sub- sidiary (other than a Securitization Subsidiary, (iv) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of the Senior Subordinated Debt, the Senior Unsecured Debt or any Junior Financing, as applicableother Indebtedness that has an “Unrestricted Subsidiary” concept, (viv) no Restricted Subsidiary may be designated an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary and (viv) if a Restricted Subsidiary is being designated as an Unrestricted Subsidiary hereunder, the sum of (A) the fair market value of assets of such Subsidiary as of such date of designation (the “Designation Date”), as set forth on such Subsidiary’s most recent balance sheet, plus (B) the aggregate amount fair market value of assets of all Unrestricted Subsidiaries designated as Unrestricted Subsidiaries pursuant to this Section 6.14 6.20 prior to the Designation Date (in each case measured as of the date of each such Unrestricted Subsidiary’s designation as an Unrestricted Subsidiary) shall not exceed 5the greater of $150.0 million and 5.0% of the Consolidated Total Assets (disregarding any intercompany indebtedness (but not any related cash or hard assets) in such calculation) of the Borrower as of such Designation Date pro forma for such designation. The designation of any Subsidiary as an Unrestricted Subsidiary after the Original Closing Date shall constitute an Investment by the Covenant Parties Borrower therein at the date of designation in an amount equal to the net book fair market value of the Covenant Parties’ (as applicable) 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 or Liens of such Subsidiary existing at such time and (ii) a return on any Investment by the Covenant Parties Borrower in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value at the date of such designation of the Covenant Parties’ (as applicable) Borrower’s Investment in such Subsidiary.

Designation of Subsidiaries. Xxxxxxx (with the consent of the Company) The Borrower may at any time after the Pushdown Closing Date designate any Restricted Subsidiary of any Covenant Party (other than a Borrower) the Borrower 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) other than for purposes of designating a Restricted Subsidiary as an Unrestricted Subsidiary that is a Securitization Subsidiary in connection with the establishment of a Qualified Securitization Financing, immediately after giving effect to such designation, the Covenant Parties Borrower shall be in compliance, on a Pro Forma Basis, with the covenants set forth in Section 7.11 (it being understood that if no Test Period cited in Section 7.11 has passed, the covenants in Section 7.11 for the first Test Period cited in such Section shall be satisfied as of the last four quarters ended and, as a condition precedent to the effectiveness of any such designation, Xxxxxxx the Borrower shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance), (iii) none of the Covenant Parties may be designated as an Unrestricted Subsidiary, (iv) no Subsidiary may be designated as an Unrestricted Subsidiary if if, after such designation, it is would be a “Restricted Subsidiary” for the purpose of the Senior Subordinated DebtABL Facility, the Senior Unsecured Debt 2028 Notes, the 2031 Notes or any Junior Financing, as applicable, Financing and (viv) no Restricted Subsidiary may be designated an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary and (vi) if a Restricted Subsidiary is being designated as an Unrestricted Subsidiary hereunder, the sum of (A) the assets of such Subsidiary as of such date of designation (the “Designation Date”), as set forth on such Subsidiary’s most recent balance sheet, plus (B) the aggregate amount of assets of all Unrestricted Subsidiaries designated as Unrestricted Subsidiaries pursuant to this Section 6.14 prior to the Designation Date (in each case measured as of the date of each such Unrestricted Subsidiary’s designation as an Unrestricted Subsidiary) shall not exceed 5% of the Total Assets as of such Designation Date pro forma for such designation. The designation of any Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the Covenant Parties Borrower therein at the date of designation in an amount equal to the net book fair market value as determined in good faith by the Borrower of the Covenant Parties’ Borrower’s or its Subsidiary’s (as applicable) investment 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 or Liens of such Subsidiary existing at such time and (ii) a return on any Investment by the Covenant Parties Borrower in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value as determined in good faith by the Borrower at the date of such designation of the Covenant Parties’ Borrower’s or its Subsidiary’s (as applicable) Investment in such Subsidiary.. No Loan Party or Restricted Subsidiary shall sell, contribute, transfer, assign or dispose of, or grant an exclusive license of, Material Intellectual Property to an Unrestricted Subsidiary and no Subsidiary of the Borrower may be -127- designated as an Unrestricted Subsidiary if such Subsidiary owns or holds any rights in any Material Intellectual Property. Section 6.15

Designation of Subsidiaries. Xxxxxxx (with the consent of the Company) The Designated Company may at any time after the Pushdown Effective Date designate any Restricted Subsidiary of any Covenant Party (other than a Borrower) the Designated Company 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) immediately after giving effect to such designation, the Covenant Parties Designated Company shall be in compliance, on a Pro Forma Basis, with the covenants set forth in Section 7.11 Financial Performance Covenant (it being understood that if no Test Period cited in Section 7.11 has passed, the covenants in Section 7.11 for the first Test Period cited in such Section shall be satisfied as of the last four quarters ended andthat, as a condition precedent to the effectiveness of any such designation, Xxxxxxx the Designated Company shall deliver to the Administrative Agent a certificate of a Responsible Officer setting forth in reasonable detail the calculations demonstrating such compliance), (iii) none the Consolidated Interest Coverage Ratio for the most recently ended four fiscal quarter period for which financial statements have been delivered pursuant to Section 5.01(a) or (b) shall be greater than 2.00 to 1.00 on a Pro Forma Basis (it being understood that, as a condition precedent to the effectiveness of any such designation, the Covenant Parties may be designated as an Unrestricted SubsidiaryDesignated Company shall deliver to the Administrative Agent a certificate of a Responsible Officer setting forth in reasonable detail the calculations demonstrating such Consolidated Interest Coverage Ratio), (iv) no Subsidiary may be designated as an Unrestricted Subsidiary or continue as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of any of the Senior Subordinated DebtNotes, the Revolving Credit Agreement, the Secured Term Loan Credit Agreement, any Additional Senior Unsecured Debt Secured Indebtedness, any Junior Secured Indebtedness or any Junior Financingother Indebtedness, as applicable, 1066931.03C-XXXXX000000000.04-CHISR02A - MSW constituting Material Indebtedness, (v) no Restricted Subsidiary may be designated an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary and Subsidiary, (vi) if a Restricted Subsidiary is being designated as an Unrestricted Subsidiary hereunderunder this Section 5.16, the sum of (A) the fair market value of assets of such Subsidiary as of such date of designation (the “Designation Date”), as set forth on such Subsidiary’s most recent balance sheet, plus (B) the aggregate amount fair market value of assets of all Unrestricted Subsidiaries designated as Unrestricted Subsidiaries pursuant to this Section 6.14 5.16 prior to the Designation Date (in each case measured as of the date of each such Unrestricted Subsidiary’s designation as an Unrestricted Subsidiary) shall not exceed 5% of $500,000,000 in the Total Assets aggregate as of such Designation Date pro forma for such designation, (vii) no Restricted Subsidiary shall be a Subsidiary of an Unrestricted Subsidiary and (viii) the Borrower (and each Person that directly or indirectly owns any Equity Interests of the Borrower) may not be designated as an Unrestricted Subsidiary. The designation of any Subsidiary as an Unrestricted Subsidiary under this Section 5.16 after the Closing Effective Date shall constitute an Investment by the Covenant Parties Designated Company or its applicable Restricted Subsidiary therein at the date of designation in an amount equal to the net book fair market value of the Covenant Parties’ Designated Company’s or such Restricted Subsidiary’s (as applicable) investment 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 or Liens of such Subsidiary existing at such time and (ii) a return on any Investment by the Covenant Parties Designated Company or any of its Restricted Subsidiaries in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the lesser of (x) the fair market value at the date of such designation of the Covenant Parties’ Designated Company’s or its Restricted Subsidiary’s (as applicable) Investment in such Subsidiary and (y) the amount of Investments made by the Designated Company or its Restricted Subsidiaries in such Unrestricted Subsidiary from and after the date of such Subsidiary was designated as an Unrestricted Subsidiary.

Designation of Subsidiaries. Xxxxxxx (with the consent of the Company) may at any time after the Pushdown Date designate Designate any Restricted Subsidiary of any Covenant Party a Borrower (other than a the Canadian Borrower) as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that of such Borrower unless (i) such Borrower delivers a written notice to the Administrative Agent of such designation, (ii) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing, (iiiii) immediately after giving effect to such designation, the Covenant Parties shall be Total Leverage Ratio is less than 4.75 : 1.00 and the Secured Leverage Ratio is less than 3.00 : 1.00, in compliance, on a Pro Forma Basis, with the covenants set forth in Section 7.11 (it being understood that if no Test Period cited in Section 7.11 has passed, the covenants in Section 7.11 for the first Test Period cited in such Section shall be satisfied each case as of the last day of the most recently completed period of four consecutive fiscal quarters ended ending prior to the date of such designation for which the financial statements and certificates required by Section 5.04(a) or 5.04(b), as the case may be, and Section 5.04(c), have been delivered and, as a condition precedent to the effectiveness of any such designation, Xxxxxxx designation such Borrower shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance), (iii) none of the Covenant Parties may be designated as an Unrestricted Subsidiary, (iv) no such Subsidiary may be is not designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” (or the equivalent) for the purpose of the Senior Subordinated DebtNote Documents or the ABL Credit Facility and is not otherwise generally subject to the representations, the Senior Unsecured Debt warranties, covenants and events of default under such Subordinated Note Documents or any Junior Financing, as applicableABL Credit Facility, (v) no such Restricted Subsidiary may and its subsidiaries do not own any Equity Interests or Indebtedness of, or own or hold any Lien on, any property of any Credit Party (other than any subsidiary of the Subsidiary to be designated an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary and so designated) or (vi) if a Restricted Subsidiary is being designated as an Unrestricted Subsidiary hereundersuch Subsidiary’s subsidiaries have not at the time of designation, and do not, thereafter, create, incur, issue, assume, guarantee, or otherwise become directly or indirectly liable with respect to any Indebtedness pursuant to which the sum lender has recourse to any of (A) the assets of such Subsidiary as of such date of designation (the “Designation Date”), as set forth on such Subsidiary’s most recent balance sheet, plus (B) the aggregate amount of assets of all Unrestricted Subsidiaries designated as Unrestricted Subsidiaries pursuant to this Section 6.14 prior to the Designation Date (in each case measured as of the date of each such Unrestricted Subsidiary’s designation as an Unrestricted Subsidiary) shall not exceed 5% of the Total Assets as of such Designation Date pro forma for such designationany Credit Party. The designation of any Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment therein by the Covenant Parties therein such Borrower and its Restricted Subsidiaries, as applicable, at the date of designation in an amount equal to the net book fair market value of the Covenant Partiesapplicable parties’ investment therein (as applicable) the fair market value of such investment thereinto be calculated without regard to any guarantee provided by such designated or re-designated Unrestricted Subsidiary). The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time and (ii) a return on any Investment by the Covenant Parties such Borrower or any Restricted Subsidiary in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value at the date of such designation of the Covenant Partiessuch Borrower’s and its Restricted Subsidiaries’ (as applicable) Investment in such Subsidiary. Notwithstanding anything to the contrary herein, any Unrestricted Subsidiary that has been redesignated as a Restricted Subsidiary may not be subsequently redesignated as an Unrestricted Subsidiary.

Designation of Subsidiaries. Xxxxxxx (with a) At the consent of the Company) may Borrower’s election, at any time after the Pushdown Closing Date designate any Restricted Subsidiary of any Covenant Party (other than a BorrowerNP Lake Xxxx Station, LLC, NP Fiesta Station LLC, NP Santa Fe Station LLC, NP Texas Station, LLC or any other Restricted Subsidiary into which any portion of the assets (other than de minimis assets) of any of the foregoing entities are transferred on or after the Closing Date (by Investment, Disposition, merger, consolidation or otherwise)) 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) immediately after giving effect to such designation, the Covenant Parties Borrower and the Restricted Subsidiaries shall be in compliance, on a Pro Forma Basis, with the covenants set forth in Section 7.11 (it being understood that if no Test Period cited in Section 7.11 has passed, the covenants in Section 7.11 for the first Test Period cited in such Section shall be satisfied as of the last four quarters ended and, as a condition precedent to the effectiveness of any such designation, Xxxxxxx the Borrower shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance), (iii) none of the Covenant Parties may be designated as an Unrestricted Subsidiary, (iv) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of the Senior Subordinated Debt, the Senior Unsecured Debt or any Junior Financing, any Indebtedness in an aggregate principal amount greater than or equal to the Threshold Amount or any Refinancing Indebtedness in respect thereof, (iv) the Investment resulting from the designation of any such Subsidiary as applicablean Unrestricted Subsidiary pursuant to this Section 6.14(a) is permitted by Section 7.02, (v) any Indebtedness or Liens of any Unrestricted Subsidiary designated as a Restricted Subsidiary pursuant to this Section 6.14(a) are permitted by Sections 7.03 and 7.01, respectively, (vi) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary, (vii) prior to the First Test Date, no Unrestricted Subsidiary and (vi) if may be designated as a Restricted Subsidiary, (viii) no Restricted Subsidiary is being may be designated as an Unrestricted Subsidiary hereunder, the sum of if it owns a Core Property and (Aix) the assets of such no 110 Restricted Subsidiary as of such date of designation (the “Designation Date”), as set forth on such Subsidiary’s most recent balance sheet, plus (B) the aggregate amount of assets of all Unrestricted Subsidiaries may be designated as Unrestricted Subsidiaries pursuant to this Section 6.14 prior to the Designation Date (in each case measured as of the date of each such Unrestricted Subsidiary’s designation as an Unrestricted SubsidiarySubsidiary if (after giving effect to such designation) shall not exceed 5% it will provide any Guarantee of any Indebtedness of the Total Assets as of such Designation Date pro forma for such designationBorrower or any other Restricted Subsidiary. The designation of any Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the Covenant Parties Borrower therein at the date of designation in an amount equal to the net book value Fair Market Value of the Covenant Parties’ (net assets of such Subsidiary at the time that such Subsidiary is designated as applicable) investment thereinan Unrestricted Subsidiary. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time and (ii) a return on any Investment by the Covenant Parties in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value at the date of such designation of the Covenant Parties’ (as applicable) Investment in such Subsidiarytime.

Designation of Subsidiaries. Xxxxxxx (with the consent of the Company) The Designated Company may at any time after the Pushdown Closing Date designate any Restricted Subsidiary of any Covenant Party (other than a Borrower) the Designated Company 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) immediately after giving effect to such designation, the Covenant Parties Designated Company shall be in compliance, on a Pro Forma Basis, with the covenants set forth in Section 7.11 Financial Performance Covenant (it being understood that if no Test Period cited in Section 7.11 has passed, the covenants in Section 7.11 for the first Test Period cited in such Section shall be satisfied as of the last four quarters ended andthat, as a condition precedent to the effectiveness of any such designation, Xxxxxxx the Designated Company shall deliver to the Administrative Agent a certificate of a Responsible Officer setting forth in reasonable detail the calculations demonstrating such compliance), (iii) none the Consolidated Interest Coverage Ratio for the most recently ended four fiscal quarter period for which financial statements have been delivered pursuant to Section 5.01(a) or (b) shall be greater than 2.00 to 1.00 on a Pro Forma Basis (it being understood that, as a condition precedent to the effectiveness of any such designation, the Covenant Parties may be designated as an Unrestricted SubsidiaryDesignated Company shall deliver to the Administrative Agent a certificate of a Responsible Officer setting forth in reasonable detail the calculations demonstrating such Consolidated Interest Coverage Ratio), (iv) no Subsidiary may be designated as an Unrestricted Subsidiary or continue as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of any of the Senior Subordinated DebtNotes, the Revolving Credit Agreement, any Additional Senior Unsecured Debt Secured Indebtedness, any Junior Secured Indebtedness or any Junior Financingother Indebtedness, as applicable, constituting Material Indebtedness, (v) no Restricted Subsidiary may be designated an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary and Subsidiary, (vi) if a Restricted Subsidiary is being designated as an Unrestricted Subsidiary hereunderunder this Section 5.16, the sum of (A) the fair market value of assets of such Subsidiary as of such date of designation (the “Designation Date”), as set forth on such Subsidiary’s most recent balance sheet, plus (B) the aggregate amount fair market value of assets of all Unrestricted Subsidiaries designated as Unrestricted Subsidiaries pursuant to this Section 6.14 5.16 prior to the Designation Date (in each case measured as of the date of each such Unrestricted Subsidiary’s designation as an Unrestricted Subsidiary) shall not exceed 5% of $500,000,000 in the Total Assets aggregate as of such Designation Date pro forma for such designation, (vii) no Restricted Subsidiary shall be a Subsidiary of an Unrestricted Subsidiary and (viii) no Co-Borrower (and no Person that directly or indirectly owns any Equity Interests of a Co-Borrower) may be designated as an Unrestricted Subsidiary. The designation of any Subsidiary as an Unrestricted Subsidiary under this Section 5.16 after the Closing Date shall constitute an Investment by the Covenant Parties Designated Company or its applicable Restricted Subsidiary therein at the date of designation in an amount equal to the net book fair market value of the Covenant Parties’ Designated Company’s or such Restricted Subsidiary’s (as applicable) investment 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 or Liens of such Subsidiary existing at such time and (ii) a return on any Investment by the Covenant Parties Designated Company or any of its Restricted Subsidiaries in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the lesser of (x) the fair market value at the date of such designation of the Covenant Parties’ Designated Company’s or its Restricted Subsidiary’s (as applicable) Investment in such Subsidiary and (y) the amount of Investments made by the Designated Company or its Restricted Subsidiaries in such Unrestricted Subsidiary from and after the date of such Subsidiary was designated as an Unrestricted Subsidiary.

Designation of Subsidiaries. Xxxxxxx (with the consent a) The board of directors of the Company) Borrower may at any time after the Pushdown Date times designate any Restricted Subsidiary of any Covenant Party (other than a Borrower) as the Borrower to be an Unrestricted Subsidiary or designate (or re-designate, as the case may be) any Unrestricted Subsidiary of the Borrower as a Restricted Subsidiary; provided that (i) immediately before and after such designation (or re-designation), (x) no Default shall have occurred and be continuingcontinuing and (y) the Borrower shall, on a pro forma basis, be in compliance with (A) all covenants set forth in Sections 6.10(a), 6.10(b) and 6.10(c) as of the most recent Test Period for which financial statements have been delivered pursuant to Section 5.01(a) or (b), as the case may be, and (B) a Total Leverage Ratio of no greater than 2.60:1.00 as of the end of such Test Period, (ii) immediately after giving effect to such designation, in the Covenant Parties shall be in compliance, on a Pro Forma Basis, with the covenants set forth in Section 7.11 (it being understood that if no Test Period cited in Section 7.11 has passed, the covenants in Section 7.11 for the first Test Period cited in such Section shall be satisfied as case of the last four quarters ended and, as designation of a condition precedent to the effectiveness of any such designation, Xxxxxxx shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance), (iii) none of the Covenant Parties may be designated Subsidiary as an Unrestricted Subsidiary, (ivx) the Subsidiary to be so designated does not (directly, or indirectly, through its Subsidiaries) at such time own any Equity Interests or Indebtedness of, or own or hold any lien on any property of, the Borrower or any of its Restricted Subsidiaries and (y) the Investment resulting from the designation of such Subsidiary as an Unrestricted Subsidiary as described in the immediately succeeding sentence is permitted by Section 6.04(s) and (iii) in the case of the designation (or re-designation, as the case may be) of a Subsidiary as a Restricted Subsidiary, the incurrence of Indebtedness and Liens resulting from the designation (or re-designation, as the case may be) of such Subsidiary as a Restricted Subsidiary as described in the second succeeding sentence is permitted by Sections 6.01 and 6.02; provided, further, that no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiaryrestricted subsidiary” immediately after giving effect to any such designation hereunder and any other contemporaneous designation under any other document for the purpose purposes of the Senior Subordinated DebtSecond Lien Notes Documents (or the Permitted Refinancing Second Lien Notes Documents, the Senior Unsecured Debt if any) or any Junior Financing, as applicable, (v) no Restricted Subsidiary may be designated an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary and (vi) if a Restricted Subsidiary is being designated as an Unrestricted Subsidiary hereunder, the sum of (A) the assets of such Subsidiary as of such date of designation (the “Designation Date”), as set forth on such Subsidiary’s most recent balance sheet, plus (B) the aggregate amount of assets of all Unrestricted Subsidiaries designated as Unrestricted Subsidiaries pursuant to this Section 6.14 prior to the Designation Date (in each case measured as other Material Indebtedness of the date of each such Unrestricted Subsidiary’s designation as an Unrestricted Subsidiary) shall not exceed 5% of the Total Assets as of such Designation Date pro forma for such designationBorrower or its Restricted Subsidiaries. The designation of any Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the Covenant Parties Borrower therein at the date of designation in an amount equal to the net book value Fair Market Value of the Covenant Parties’ Borrower’s and/or its Restricted Subsidiary’s (as applicable) investment Investment therein. The designation (or re-designation, as the case may be) of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence constitute, at the time of designation (or re-designation, as the case may be), the incurrence of any Investment, Indebtedness or Liens of such Subsidiary existing at such time and (ii) time. Notwithstanding the foregoing, any Unrestricted Subsidiary that has been re-designated a return on any Investment by the Covenant Parties in Restricted Subsidiary may not be subsequently re-designated as an Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value at the date of such designation of the Covenant Parties’ (as applicable) Investment in such Subsidiary.

Designation of Subsidiaries. Xxxxxxx (with the consent of the Company) The Borrower may at any time after the Pushdown Effective Date by notice from a Financial Officer of the Borrower to the Administrative Agent designate any Restricted Subsidiary of any Covenant Party (other than a Borrower) as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and immediately after such designation, no Event of Default shall have occurred and be continuing, (ii) immediately after giving effect to such designation, the Covenant Parties Borrower shall be in compliance, on a Pro Forma Basis, compliance with the covenants set forth in Section 7.11 (it being understood that if no Test Period cited in Section 7.11 has passed6.01, the covenants in Section 7.11 for the first Test Period cited in such Section shall be satisfied determined on a pro forma basis as of the end of the most recent fiscal quarter for which financial statements of the Borrower have been delivered under Section 5.01, as if such designation had occurred on the last four quarters ended day of such fiscal quarter of the Borrower and, as a condition precedent to the effectiveness of any such designation, Xxxxxxx the Borrower shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance), (iii) none of the Covenant Parties may be designated as an Unrestricted Subsidiary, (iv) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of the Senior Subordinated Debt, the Senior Unsecured Debt or any Junior Financing, as applicable, (v) no Restricted Subsidiary may be designated an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary, (iv) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it holds or exclusively licenses Material Intellectual Property, and (viv) if a Restricted Subsidiary is being designated as an Unrestricted Subsidiary hereunder, the sum of (A) the fair market value of assets of such Subsidiary as of such date of designation (the “Designation Date”), as set forth on such Subsidiary’s most recent balance sheet, plus (B) the aggregate amount fair market value of assets of all Unrestricted Subsidiaries designated as Unrestricted Subsidiaries pursuant to this Section 6.14 prior to 5.17 as of the Designation Date (in each case measured as of the date of each such Unrestricted Subsidiary’s designation as an Unrestricted Subsidiary) shall not exceed 57.5% of the Consolidated Total Assets of the Borrower as of such Designation Date pro forma for such designation. The designation of any Subsidiary as an Unrestricted Subsidiary after the Closing Effective Date shall constitute an Investment by the Covenant Parties Borrower therein at the date of designation in an amount equal to the net book fair market value of the Covenant Parties’ (as applicable) 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 or Liens of such Subsidiary existing at such time and (ii) a return on any Investment by the Covenant Parties Borrower in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value at the date of such designation of the Covenant Parties’ (as applicable) Borrower’s Investment in such Subsidiary.

Designation of Subsidiaries. Xxxxxxx (with the consent of the Company) The Lead Borrower may at any time after the Pushdown Closing Date designate any Restricted Subsidiary of any Covenant Party (other than a Borrower) the Lead Borrower as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted SubsidiarySubsidiary 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, (A) the Covenant Parties Distribution Conditions shall be in compliance, satisfied on a Pro Forma BasisBasis and (B) Consolidated Total Net Leverage Ratio, with determined on a Pro Forma Basis as of the covenants set forth in last day of the most recently ended Test Period for which Section 7.11 9.01 Financials were required to have been delivered (it being understood that or, if no Test Period cited in Section 7.11 has passed, the covenants in Section 7.11 for the first Test Period cited in such Section shall be satisfied as of the last four quarters ended andof Holdings then ended), as a condition precedent does not exceed 4.25 to the effectiveness of any such designation, Xxxxxxx shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance)1.00, (iii) none in the case of the Covenant Parties may be designated designation of any Subsidiary as an Unrestricted Subsidiary, such designation shall constitute an Investment in such Unrestricted Subsidiary (calculated as an amount equal to the sum of (x) the net worth of the Subsidiary designated immediately prior to such designation (such net worth to be calculated without regard to any Obligations of such Subsidiary under the Subsidiaries Guaranty) and (y) the aggregate principal amount of any Indebtedness owed by the Subsidiary to the Lead Borrower or any of its Subsidiaries immediately prior to such designation, all calculated, except as set forth in the parenthetical to clause (x) above, on a consolidated basis in accordance with U.S. GAAP), and such Investment shall be permitted under Section 10.05, (iv) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of (I) the Senior Subordinated DebtTerm Loan Credit Agreement, (II) the Senior Unsecured Debt Existing OpCo Notes Indenture, or (III) any Refinancing Notes Indenture, any Permitted Junior FinancingNotes Document or other debt instrument, as applicablein each case of this clause (III), with a principal amount in excess of the Threshold Amount, (v) immediately after giving effect to the designation of an Unrestricted Subsidiary as a Restricted Subsidiary, the Lead Borrower shall comply with the provisions of Section 9.12 with respect to such designated Restricted Subsidiary, (vi) no Restricted Subsidiary may be designated an Unrestricted a Subsidiary if it was previously designated an Unrestricted Subsidiary and (vi) if a Restricted Subsidiary is being designated as an Unrestricted Subsidiary hereunder, the sum of (A) the assets of such Subsidiary as of such date of designation (the “Designation Date”), as set forth on such Subsidiary’s most recent balance sheet, plus (B) the aggregate amount of assets of all Unrestricted Subsidiaries designated as Unrestricted Subsidiaries pursuant to this Section 6.14 prior to the Designation Date (in each case measured as of the date of each such Unrestricted Subsidiary’s designation as an Unrestricted Subsidiary, (vii) shall not exceed 5% in the case of the Total Assets as of such Designation Date pro forma for such designation. The designation of any Subsidiary as an Unrestricted Subsidiary after Subsidiary, no recourse whatsoever (whether by contract or by operation of law or otherwise) may be had to the Closing Date Lead Borrower or any of its Restricted Subsidiaries or any of their respective properties or assets for any obligations of such Unrestricted Subsidiary, and (viii) the Lead Borrower shall constitute an Investment have delivered to the Administrative Agent and each Lender a certificate executed by its chief financial officer or treasurer, certifying to the best of such officer’s knowledge, compliance with the requirements of the preceding clauses (i) through (vii), inclusive, and containing the calculations (in reasonable detail) required by the Covenant Parties therein at the date of designation in an amount equal to the net book value of the Covenant Parties’ preceding clause (as applicable) investment thereinii). The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time and (ii) a return on any Investment by the Covenant Parties Lead Borrower in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value at the date of such designation of the Covenant Parties’ (as applicable) Lead Borrower’s Investment in such Subsidiary.

Designation of Subsidiaries. Xxxxxxx (with the consent of the Company) The Designated Company may at any time after the Pushdown Closing Date designate any Restricted Subsidiary of any Covenant Party (other than a Borrower) the Designated Company 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) immediately after giving effect to such designation, the Covenant Parties Designated Company shall be in compliance, on a Pro Forma Basis, with the covenants set forth in Section 7.11 Financial Performance Covenant (it being understood that if no Test Period cited in Section 7.11 has passed, the covenants in Section 7.11 for the first Test Period cited in such Section shall be satisfied as of the last four quarters ended andthat, as a condition precedent to the effectiveness of any such designation, Xxxxxxx the Designated Company shall deliver to the Administrative Agent a certificate of a Responsible Officer setting forth in reasonable detail the calculations demonstrating such compliance), (iii) none the Consolidated Interest Coverage Ratio for the most recently ended four fiscal quarter period for which financial statements have been delivered pursuant to Section 5.01(a) or (b) shall be greater than 2.00 to 1.00 on a Pro Forma Basis (it being understood that, as a condition precedent to the effectiveness of any such designation, the Covenant Parties may be designated as an Unrestricted SubsidiaryDesignated Company shall deliver to the Administrative Agent a certificate of a Responsible Officer setting forth in reasonable detail the calculations demonstrating such Consolidated Interest Coverage Ratio), (iv) no Subsidiary may be designated as an Unrestricted Subsidiary or continue as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of any of the Senior Subordinated DebtNotes, the Revolving Credit Agreement, any Additional Senior Unsecured Debt Secured Indebtedness, any Junior Secured Indebtedness or any Junior Financingother Indebtedness, as applicable, constituting Material Indebtedness, (v) no Restricted Subsidiary may be designated an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary and Subsidiary, (vi) if a Restricted Subsidiary is being designated as an Unrestricted Subsidiary hereunder, the sum of (A) the fair market value of assets of such Subsidiary as of such date of designation (the “Designation Date”), as set forth on such Subsidiary’s most recent balance sheet, plus (B) the aggregate amount fair market value of assets of all Unrestricted Subsidiaries designated as Unrestricted Subsidiaries pursuant to this Section 6.14 5.16 prior to the Designation Date (in each case measured as of the date of each such Unrestricted Subsidiary’s designation as an Unrestricted Subsidiary) shall not exceed 5% of $500,000,000 in the Total Assets aggregate as of such Designation Date pro forma for such designation, (vii) no Restricted Subsidiary shall be a Subsidiary of an Unrestricted Subsidiary and (viii) no Co-Borrower (and no Person that directly or indirectly owns any Equity Interests of a Co-Borrower) may be designated as an Unrestricted Subsidiary. The designation of any Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the Covenant Parties Designated Company or its applicable Restricted Subsidiary therein at the date of designation in an amount equal to the net book fair market value of the Covenant Parties’ Designated Company’s or such Restricted Subsidiary’s (as applicable) 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 or Liens of such Subsidiary existing at such time and (ii) a return on any Investment by the Covenant Parties Designated Company or any of its Restricted Subsidiaries in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the lesser of (x) the fair market value at the date of such designation of the Covenant Parties’ Designated 967770.02F-CHISR1034077.05-CHISR01A - MSW 179 Company’s or its Restricted Subsidiary’s (as applicable) Investment in such Subsidiary and (y) the amount of Investments made by the Designated Company or its Restricted Subsidiaries in such Unrestricted Subsidiary from and after the date of such Subsidiary was designated as an Unrestricted Subsidiary.

Designation of Subsidiaries. Xxxxxxx (with a) At the consent of the Company) may Borrower’s election, at any time after the Pushdown Closing Date designate any Restricted Subsidiary of any Covenant Party (other than a BorrowerGVR, NP Lake Xxxx LLC, NP Santa Fe LLC, NP Texas LLC, Boulder LLC, Red Rock LLC, Palace LLC, Sunset LLC or IP Holdco or any other Restricted Subsidiary into which any portion of the assets (other than de minimis assets) of any of the foregoing entities are transferred on or after the Closing Date (by Investment, Disposition, merger, consolidation or otherwise)) 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) immediately after giving effect to such designation, the Covenant Parties Borrower and the Restricted Subsidiaries shall be in compliance, on a Pro Forma Basis, with the covenants set forth in Section 7.11 (it being understood that if no Test Period cited in Section 7.11 has passed, the covenants in Section 7.11 for the first Test Period cited in such Section shall be satisfied as of the last four quarters ended and, as a condition precedent to the effectiveness of any such designation, Xxxxxxx the Borrower shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance), (iii) none of the Covenant Parties may be designated as an Unrestricted Subsidiary, (iv) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of the Senior Subordinated Debt, the Senior Unsecured Debt or any Junior Financing, any Indebtedness in an aggregate principal amount greater than or equal to the Threshold Amount or any Permitted Refinancing Indebtedness in respect thereof, (iv) the Investment resulting from the designation of any such Subsidiary as applicablean Unrestricted Subsidiary pursuant to this Section 6.14(a) is permitted by Section 7.02, (v) any Indebtedness or Liens of any Unrestricted Subsidiary designated as a Restricted Subsidiary pursuant to this Section 6.14(a) are permitted by Sections 7.03 and 7.01, respectively, (vi) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary, (vii) prior to the First Test Date, no Unrestricted Subsidiary and (vi) if may be designated as a Restricted Subsidiary, (viii) no Restricted Subsidiary is being may be designated as an Unrestricted Subsidiary hereunderif it owns a Core Property, the sum of (Aix) the assets of such no Restricted Subsidiary as of such date of designation (the “Designation Date”), as set forth on such Subsidiary’s most recent balance sheet, plus (B) the aggregate amount of assets of all Unrestricted Subsidiaries may be designated as Unrestricted Subsidiaries pursuant to this Section 6.14 prior to the Designation Date (in each case measured as of the date of each such Unrestricted Subsidiary’s designation as an Unrestricted SubsidiarySubsidiary if (after giving effect to such designation) shall not exceed 5% it will provide any Guarantee of any Indebtedness of the Total Assets Borrower or any other Restricted Subsidiary; and (x) neither LandCo Holdings nor any of its Subsidiaries may be designated as a Restricted Subsidiary unless and until all commitments and letters of such Designation Date pro forma for such designationcredit under the LandCo Credit Agreement and the LandCo Loan Documents have been terminated and all loans and other obligations thereunder (other than customary indemnification and expense reimbursement obligations not then due and payable that expressly survive the termination thereof) have been paid in full in cash. The designation of any Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the Covenant Parties Borrower therein at the date of designation in an amount equal to the net book value Fair Market Value of the Covenant Parties’ assets of such Subsidiary (less any liabilities of such Subsidiary, excluding the Obligations, that will not constitute liabilities of any Loan Parties after such designation) at the time that such Subsidiary is designated as applicable) investment thereinan Unrestricted Subsidiary. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time and (ii) a return on any Investment by the Covenant Parties in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value at the date of such designation of the Covenant Parties’ (as applicable) Investment in such Subsidiarytime.

Designation of Subsidiaries. Xxxxxxx (with the consent of the Company) may at any time after the Pushdown Date No Loan Party will designate any Restricted Subsidiary of any Covenant Party (other than a Borrower) as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that unless (i) the Borrower Representative delivers a written notice to the Administrative Agent of such designation, (ii) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing, (iiiii) immediately after giving effect to such designation, the Covenant Parties shall be in compliance, on a Pro Forma Basis, with the covenants set forth in Section 7.11 (it being understood that if no Test Period cited in Section 7.11 has passed, the covenants in Section 7.11 for the first Test Period cited in such Section shall be satisfied Total Leverage Ratio is less than 4.75 to 1.00 as of the last day of the most recently completed period of four consecutive fiscal quarters ended ending prior to the date of such designation for which the financial statements and certificates required by Section 5.01(a) or 5.01(b), as the case may be, and Section 5.01(d), have been delivered and, as a condition precedent to the effectiveness of any the designation such designation, Xxxxxxx Borrower Representative shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance), (iii) none of the Covenant Parties may be designated as an Unrestricted Subsidiary, (iv) no such Subsidiary may be is not designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” (or the equivalent) for the purpose of the Senior 2029 Convertible Debentures, any other Subordinated DebtIndebtedness of the Loan Parties or the Term Loan Documents and is not otherwise generally subject to the representations, warranties, covenants and events of default under the Senior Unsecured Debt 2029 Convertible Debentures, any other Subordinated Indebtedness of the Loan Parties or any Junior Financing, as applicableTerm Loan Documents, (v) no such Restricted Subsidiary may be designated an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary and its subsidiaries do not own any Equity Interests or Indebtedness of, or own or hold any Lien on, any property of any Loan Party, (vi) if a Restricted such Subsidiary is being designated as an Unrestricted Subsidiary hereunderor such Subsidiary’s subsidiaries have not at the time of designation, and do not, thereafter, create, incur, issue, assume, guarantee, or otherwise become directly or indirectly liable with respect to any Indebtedness pursuant to which the sum lender has recourse to any of (A) the assets of any Loan Party, (vii) such Subsidiary is not WESCO Receivables or any Subsidiary which holds any Equity Interests or Indebtedness of WESCO Receivables, (viii) the revenues of such Subsidiary, as of such date end of designation (any fiscal year, for the “Designation Date”)period of four consecutive fiscal quarters then ended, as set forth on such Subsidiary’s most recent balance sheet, plus (B) the aggregate amount of assets of all Unrestricted Subsidiaries designated as Unrestricted Subsidiaries pursuant to this Section 6.14 prior to the Designation Date (in each case measured as of the date of each such Unrestricted Subsidiary’s designation as an Unrestricted Subsidiary) shall not exceed were less than 5% of the Total Assets consolidated revenues of Holdings and its Subsidiaries for such period, (ix) the revenues of such Subsidiary, as of such Designation Date pro forma end of any fiscal year, for the period of four consecutive fiscal quarters then ended, when taken together with the revenues of all Excluded Subsidiaries and all other Unrestricted Subsidiaries were less than 15% of the consolidated revenues of Holdings and its Subsidiaries for such designationperiod, (x) the consolidated assets of such Subsidiary, as of end of any fiscal year, were less than 5% of the consolidated total assets of Holdings and its Subsidiaries as of the end of such fiscal year, and (xi) the consolidated assets of such Subsidiary, as of end of any fiscal year, when taken together with the consolidated assets of all Excluded Subsidiaries and all other Unrestricted Subsidiaries were less than 15% of the consolidated total assets of Holdings and its Subsidiaries as of the end of such fiscal year (in the case of each of the foregoing clauses (viii) through (xi), as reflected on the most recent annual or quarterly consolidated financial statements of Holdings and its Subsidiaries). The designation of any Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment therein by the Covenant Parties therein such Borrower and its Restricted Subsidiaries, as applicable, at the date of designation in an amount equal to the net book fair market value of the Covenant Partiesapplicable parties’ investment therein (as applicable) the fair market value of such investment thereinto be calculated without regard to any guarantee provided by such designated or re designated Unrestricted Subsidiary). The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (iA) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time and (iiB) a return on any Investment by the Covenant Parties such Borrower or any Restricted Subsidiary in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value at the date of such designation of the Covenant Partiessuch Borrower’s and its Restricted Subsidiaries’ (as applicable) Investment in such Subsidiary. Notwithstanding anything to the contrary herein, any Unrestricted Subsidiary that has been redesignated as a Restricted Subsidiary may not be subsequently redesignated as an Unrestricted Subsidiary.

Designation of Subsidiaries. Xxxxxxx (with the consent of the Company) may at At any time after the Pushdown Date Effective Date, the Borrower Representative may, in addition to the Unrestricted Subsidiaries listed on Schedule 1.01(c) on the Effective Date, designate any Restricted Subsidiary of any Covenant Party (other than a Borroweran Interim Holdco) as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted SubsidiarySubsidiary upon prior written notice to the Administrative Agent; provided that (i) [***], each Subsidiary of the Company organized under the laws of a jurisdiction other than the United States (or any State thereof), the District of Columbia, Canada (or any Province thereof) or England and Subsidiaries organized under the laws of the United States (or any state thereof), the District of Columbia, Canada (or any Province thereof) or England that are immaterial to the business of the Loan Parties taken as a whole shall be the only Subsidiaries eligible to be designated as Unrestricted Subsidiaries on Schedule 1.01(c) or pursuant to this Section 5.14, (ii) in the case of designation of any Restricted Subsidiary as an Unrestricted Subsidiary, immediately before and after such designation, no Specified Default shall have occurred and be continuing, (iiiii) in the case of designation of any Restricted Subsidiary as an Unrestricted Subsidiary, immediately after giving effect to such designation, the Covenant Parties Borrowers shall be in compliance, on a Pro Forma Basispro forma basis, with the covenants set forth in Section 7.11 6.13 (it being understood that if no Test Period cited in Section 7.11 has passed, the covenants in Section 7.11 for the first Test Period cited in such Section shall be satisfied as of the last four quarters ended and, as a condition precedent to the effectiveness of any such designation, Xxxxxxx the Borrower Representative shall deliver to the Administrative Agent a certificate of a Financial Officer setting forth in reasonable detail the calculations demonstrating such compliance), (iii) none of the Covenant Parties may be designated as an Unrestricted Subsidiary, (iv) no Subsidiary may be designated as an Unrestricted Subsidiary on Schedule 1.01(c) or pursuant to this Section 5.14 if it is a “Restricted Subsidiary” (or any other defined term having a similar purpose) for the purpose of the Senior Subordinated Debt, 2009 Note Documents or the Senior Unsecured Debt or any Junior Financing, 2010 Note Documents (unless concurrently designated as applicablean Unrestricted Subsidiary under such documents as well), (v) no Restricted Subsidiary may be designated an Unrestricted Subsidiary on Schedule 1.01(c) or pursuant to this Section 5.14 if it was previously designated an Unrestricted Subsidiary and Subsidiary, (vi) no Restricted Subsidiary may be designated an Unrestricted Subsidiary if it owns any Equity Interests of, or holds any Indebtedness of, any other Restricted Subsidiary, (vii) if a Restricted Subsidiary is being designated as an Unrestricted Subsidiary hereunder, (A) the sum of (Ai) the net tangible assets of such Subsidiary as of such date of designation (the “Designation Date”), as set forth on such Subsidiary’s most recent balance sheet, plus (Bii) the aggregate amount of total assets of all Unrestricted Subsidiaries listed on Schedule 1.01(c) on the Effective Date (other than the [***]) plus the aggregate amount of total assets of all Unrestricted Subsidiaries designated as Unrestricted Subsidiaries pursuant to this Section 6.14 5.14 prior to the Designation Date (in each case measured as of such date) shall not exceed 5.0% of the consolidated total assets of the Company and its Subsidiaries (other than the [***]) at such date, pro forma for such designation and (B) the sum of (i) the EBITDA contributed by such Subsidiary as of the Designation Date, plus (ii) the aggregate amount of EBITDA contributed by all Unrestricted Subsidiaries listed on Schedule 1.01(c) on the Effective Date (other than the [***]) plus the aggregate amount of total EBITDA of all Unrestricted Subsidiaries designated as Unrestricted Subsidiaries pursuant to this Section 5.14 prior to the Designation Date (in each case measured as of the date of each such Unrestricted Subsidiary’s designation as an Unrestricted SubsidiaryDesignation Date) shall not exceed 55.0% of EBITDA for the Total Assets period of four fiscal quarters of the Company and its Subsidiaries (other than [***]) most recently ended for which financial statements have been or are required to have been delivered pursuant to Sections 4.01(b), 5.01(a) or 5.01(b), as applicable, as of such Designation Date Date, pro forma for such designation, and (viii) the Borrower Representative shall have delivered to the Administrative Agent a certificate of a Financial Officer certifying compliance with the provisions of this Section 5.14 setting forth in reasonable detail the computations necessary to determine such compliance. The Notwithstanding the foregoing, the designation of any Subsidiary as an Unrestricted Subsidiary after the Closing Effective Date shall constitute an Investment investment by the Covenant Parties Company and its Restricted Subsidiaries, as applicable, therein at the date of designation Designation Date in an amount equal to the net book value of the Covenant Partiesapplicable parties’ (as applicable) investment therein. Subject to Section 5.13(a), any Subsidiary of an Unrestricted Subsidiary shall automatically be deemed to be an Unrestricted Subsidiary. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Investmentall investments, Indebtedness or and Liens of such Subsidiary existing at such time and (ii) a return on any Investment investment by the Covenant Parties Company or any Restricted Subsidiary in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value at the date of such designation of the Covenant PartiesCompany’s and its Restricted Subsidiaries’ (as applicable) Investment investment in such Subsidiary.. [Names redacted]

Designation of Subsidiaries. Xxxxxxx (with the consent of the Company) The Borrower may at any time after the Pushdown Effective Date designate any Restricted Subsidiary of any Covenant Party (other than a Borrower) 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) immediately after giving effect to such designation, the Covenant Parties shall be in compliance, on a Pro Forma Basis, with the covenants set forth in Section 7.11 (it being understood that if no Test Period cited in Section 7.11 has passed, the covenants in Section 7.11 for the first Test Period cited in such Section shall be satisfied as of the last four quarters ended and, as a condition precedent to the effectiveness of any such designation, Xxxxxxx shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance), (iii) none of the Covenant Parties may be designated as an Unrestricted Subsidiary, (iv) no Subsidiary may be designated as an Unrestricted Subsidiary if hereunder if, upon such designation hereunder, it is a “Restricted Subsidiary” for the purpose of the Senior Subordinated Debtany other Indebtedness under which a Loan Party or any Restricted Subsidiary hereunder is obligated that is secured by a Lien on Collateral on a pari passu basis with, or that is subordinated or junior to, the Senior Unsecured Debt or any Junior FinancingLien on such Collateral that secures the Secured Obligations (it being understood and agreed that, as applicablein addition, (v) no Restricted Subsidiary may be designated as an “Unrestricted Subsidiary if Subsidiary” for the purpose of any such other Indebtedness if, upon such designation thereunder, it was previously designated an Unrestricted Subsidiary and (vi) if is a Restricted Subsidiary is being hereunder); provided further that (a) both immediately prior to such designation and any related transactions and on a Pro Forma Basis, immediately after giving effect to such designation and any related transactions, no Event of Default shall have occurred and be continuing, (b) immediately after giving effect to such designation and any related transactions, the Borrower shall be in Pro Forma Compliance with the Financial Performance Covenant as of the last day of the most recent fiscal quarter for which financial statements have been delivered hereunder and for the Test Period ending on such date, (c) no Subsidiary may be designated as an Unrestricted Subsidiary hereunderif, at the sum time of such designation, and immediately after giving effect thereto on a Pro Forma 100 Basis, (x) (A) the assets Consolidated Total Assets of such Subsidiary as of such date the last day of designation (any fiscal quarter for which financial statements have been delivered hereunder and for the “Designation Date”), as set forth Test Period ending on such Subsidiary’s most recent balance sheetdate, plus exceeds 5% of the aggregate Consolidated Total Assets of the Borrower and its Subsidiaries, on a consolidated basis, for such Test Period and (B) the aggregate amount of assets Consolidated Total Assets of all Unrestricted Subsidiaries designated as Unrestricted Subsidiaries pursuant to this Section 6.14 prior to the Designation Date (in each case measured as of the date last day of each any fiscal quarter for which financial statements have been delivered hereunder and for the Test Period ending on such date, exceeds 15% of the aggregate Consolidated Total Assets of the Borrower and its Subsidiaries, on a consolidated basis, for such Test Period and (y) (A) the revenues of such Subsidiary as of the last day of any fiscal quarter for which financial statements have been delivered hereunder and for the Test Period ending on such date, exceeds 5% of the aggregate consolidated revenues of the Borrower and its Subsidiaries, on a consolidated basis, for such Test Period and (B) the revenues of all Unrestricted Subsidiaries as of the last day of any fiscal quarter for which financial statements have been delivered hereunder and for the Test Period ending on such date, exceeds 15% of the aggregate consolidated revenues of the Borrower and its Subsidiaries, on a consolidated basis, for such Test Period, (d) no Unrestricted Subsidiary’s designation , once designated as a Restricted Subsidiary, may thereafter be re-designated as an Unrestricted Subsidiary, and (e) shall not exceed 5% no Subsidiary may be designated as an Unrestricted Subsidiary unless such Subsidiary is also designated as an “Unrestricted Subsidiary” under the terms of any other Material Indebtedness of the Total Assets as of Borrower or its Restricted Subsidiaries outstanding at such Designation Date pro forma for such designationtime. The designation of any Subsidiary as an Unrestricted Subsidiary after the Closing Effective Date shall constitute an Investment by the Covenant Parties Borrower therein at the date of designation in an amount equal to the net book value Fair Market Value of the Covenant Parties’ Borrower’s or the Subsidiary’s (as applicable) 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 or Liens of such Subsidiary existing at such time (to the extent assumed) and (ii) a return on any Investment by the Covenant Parties Borrower in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value Fair Market Value at the date of such designation of the Covenant Parties’ Borrower’s or the Subsidiary’s (as applicable) Investment in such Subsidiary. Notwithstanding the foregoing, the Borrower will not designate any Restricted Subsidiary that owns Material IP as an Unrestricted Subsidiary.

Designation of Subsidiaries. Xxxxxxx (with the consent of the Company) The Borrower may at any time after the Pushdown Effective Date by notice from a Financial Officer of the Borrower to the Administrative Agent designate any Restricted Subsidiary of any Covenant Party (other than a Borrower) as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and immediately after such designation, no Default shall have occurred and be continuing, (ii) immediately after giving effect to such designation, the Covenant Parties Borrower shall be in compliance, on a Pro Forma Basis, compliance with the covenants set forth in Section 7.11 (it being understood that if no Test Period cited in Section 7.11 has passed‎6.01, the covenants in Section 7.11 for the first Test Period cited in such Section shall be satisfied determined on a pro forma basis as of the end of the most recent fiscal quarter for which financial statements of the Borrower have been delivered under Section 5.01, as if such designation had occurred on the last four quarters ended day of such fiscal quarter of the Borrower and, as a condition precedent to the effectiveness of any such designation, Xxxxxxx the Borrower shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance), (iii) none of the Covenant Parties may be designated as an Unrestricted Subsidiary, (iv) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of the Senior Subordinated Debt, the Senior Unsecured Debt or any Junior Financing, as applicable, (v) no Restricted Subsidiary may be designated an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary and (viiv) if a Restricted Subsidiary is being designated as an Unrestricted Subsidiary hereunder, the sum of (A) the fair market value of assets of such Subsidiary as of such date of designation (the “Designation Date”), as set forth on such Subsidiary’s most recent balance sheet, plus (B) the aggregate amount fair market value of assets of all Unrestricted Subsidiaries designated as Unrestricted Subsidiaries pursuant to this Section 6.14 prior to 5.17 as of the Designation Date (in each case measured as of the date of each such Unrestricted Subsidiary’s designation as an Unrestricted Subsidiary) shall not exceed 5% of the Consolidated Total Assets of the Borrower as of such Designation Date pro forma for such designation. The designation of any Subsidiary as an Unrestricted Subsidiary after the Closing Effective Date shall constitute an Investment by the Covenant Parties Borrower therein at the date of designation in an amount equal to the net book fair market value of the Covenant Parties’ (as applicable) 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 or Liens of such Subsidiary existing at such time and (ii) a return on any Investment by the Covenant Parties Borrower in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value at the date of such designation of the Covenant Parties’ (as applicable) Borrower’s Investment in such Subsidiary.

Designation of Subsidiaries. Xxxxxxx (with the consent of the Company) The Designated Company may at any time after the Pushdown Effective Date designate any Restricted Subsidiary of any Covenant Party (other than a Borrower) the Designated Company 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) immediately after giving effect to such designation, the Covenant Parties Designated Company shall be in compliance, on a Pro Forma Basis, with the covenants set forth in Section 7.11 Financial Performance Covenant (it being understood that if no Test Period cited in Section 7.11 has passed, the covenants in Section 7.11 for the first Test Period cited in such Section shall be satisfied as of the last four quarters ended andthat, as a condition precedent to the effectiveness of any such designation, Xxxxxxx the Designated Company shall deliver to the Administrative Agent a certificate of a Responsible Officer setting forth in reasonable detail the calculations demonstrating such compliance), (iii) none the Consolidated Interest Coverage Ratio for the most recently ended four fiscal quarter period for which financial statements have been delivered pursuant to Section 5.01(a) or (b) shall be greater than 2.00 to 1.00 on a Pro Forma Basis (it being understood that, as a condition precedent to the effectiveness of any such designation, the Covenant Parties may be designated as an Unrestricted SubsidiaryDesignated Company shall deliver to the Administrative Agent a certificate of a Responsible Officer setting forth in reasonable detail the calculations demonstrating such Consolidated Interest Coverage Ratio), (iv) no Subsidiary may be designated as an Unrestricted Subsidiary or continue as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of any of the Senior Subordinated DebtNotes, the Revolving Credit Agreement, the Secured Term Loan Credit Agreement, any Additional Senior Unsecured Debt Secured Indebtedness, any Junior Secured Indebtedness or any Junior Financingother Indebtedness, as applicable, constituting Material Indebtedness, (v) no Restricted Subsidiary may be designated an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary and Subsidiary, (vi) if a Restricted Subsidiary is being designated as an Unrestricted Subsidiary hereunderunder this Section 5.16, the sum of (A) the fair market value of assets of such Subsidiary as of such date of designation (the “Designation Date”), as set forth on such Subsidiary’s most recent balance sheet, plus (B) the aggregate amount fair market value of assets of all Unrestricted Subsidiaries designated as Unrestricted Subsidiaries pursuant to this Section 6.14 5.16 prior to the Designation Date (in each case measured as of the date of each such Unrestricted Subsidiary’s designation as an Unrestricted Subsidiary) shall not exceed 5% of $500,000,000 in the Total Assets aggregate as of such Designation Date pro forma for such designation, (vii) no Restricted Subsidiary shall be a Subsidiary of an Unrestricted Subsidiary and (viii) the Borrower (and each Person that directly or indirectly owns any Equity Interests of the Borrower) may not be designated as an Unrestricted Subsidiary. The designation of any Subsidiary as an Unrestricted Subsidiary under this Section 5.16 after the Closing Effective Date shall constitute an Investment by the Covenant Parties Designated Company or its applicable Restricted Subsidiary therein at the date of designation in an amount equal to the net book fair market value of the Covenant Parties’ Designated Company’s or such Restricted Subsidiary’s (as applicable) investment 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 or Liens of such Subsidiary existing at such time and (ii) a return on any Investment by the Covenant Parties 160 1066931.03C-CHISR01A - MSW Designated Company or any of its Restricted Subsidiaries in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the lesser of (x) the fair market value at the date of such designation of the Covenant Parties’ Designated Company’s or its Restricted Subsidiary’s (as applicable) Investment in such Subsidiary and (y) the amount of Investments made by the Designated Company or its Restricted Subsidiaries in such Unrestricted Subsidiary from and after the date of such Subsidiary was designated as an Unrestricted Subsidiary.

Designation of Subsidiaries. Xxxxxxx (with the consent of the Company) The Lead Borrower may at any time after the Pushdown Closing Date designate any Restricted Subsidiary of any Covenant Party (other than a the Canadian Borrower) as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted SubsidiarySubsidiary 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 Covenant Parties Distribution Conditions shall be in compliance, satisfied on a Pro Forma Basis, with the covenants set forth in Section 7.11 (it being understood that if no Test Period cited in Section 7.11 has passed, the covenants in Section 7.11 for the first Test Period cited in such Section shall be satisfied as of the last four quarters ended and, as a condition precedent to the effectiveness of any such designation, Xxxxxxx shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance), (iii) none in the case of the Covenant Parties may be designated designation of any Subsidiary as an Unrestricted Subsidiary, such designation shall constitute an Investment in such Unrestricted Subsidiary (calculated as an amount equal to the sum of (x) the net worth of the Subsidiary designated immediately prior to such designation (such net worth to be calculated without regard to any Obligations of such Subsidiary under the Credit Party Guaranty) and (y) the aggregate principal amount of any Indebtedness owed by the Subsidiary to the Lead Borrower or any Restricted Subsidiary immediately prior to such designation, all calculated, except as set forth in the parenthetical to clause (x) above, on a consolidated basis in accordance with U.S. GAAP), and such Investment shall be permitted under Section 10.05, (iv) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of (I) the Senior Subordinated Debt, the Senior Unsecured Debt Secured Notes Indenture (or any indenture that governs Indebtedness that refinances the Secured Notes), or (II) any Permitted Junior FinancingNotes Document or other debt instrument, as applicablein each case of this clause (II), with a principal amount in excess of the Threshold Amount, (v) immediately after giving effect to the designation of an Unrestricted Subsidiary as a Restricted Subsidiary, the Lead Borrower shall comply with the provisions of Section 9.12 with respect to such designated Restricted Subsidiary, (vi) no Restricted Subsidiary may be designated an Unrestricted a Subsidiary if it was previously designated an Unrestricted Subsidiary and (vi) if a Restricted Subsidiary is being designated as an Unrestricted Subsidiary hereunder, the sum of (A) the assets of such Subsidiary as of such date of designation (the “Designation Date”), as set forth on such Subsidiary’s most recent balance sheet, plus (B) the aggregate amount of assets of all Unrestricted Subsidiaries designated as Unrestricted Subsidiaries pursuant to this Section 6.14 prior to the Designation Date (in each case measured as of the date of each such Unrestricted Subsidiary’s designation as an Unrestricted Subsidiary, (vii) shall not exceed 5% in the case of the Total Assets as of such Designation Date pro forma for such designation. The designation of any Subsidiary as an Unrestricted Subsidiary, no recourse whatsoever (whether by contract or by operation of law or otherwise) may be had to the Lead Borrower or any Restricted Subsidiary after or any of their respective properties or assets for any obligations of such Unrestricted Subsidiary and (viii) the Closing Date Lead Borrower shall constitute an Investment have delivered to the Administrative Agent and each Lender a certificate executed by its chief financial officer or treasurer, certifying to the best of such officer’s knowledge, compliance with the requirements of the preceding clauses (i) through (vii), inclusive, and containing the calculations (in reasonable detail) required by the Covenant Parties therein at the date of designation in an amount equal to the net book value of the Covenant Parties’ preceding clause (as applicable) investment thereinii). The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (iA) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time and (iiB) a return on any Investment by the Covenant Parties Lead Borrower in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value at the date of such designation of the Covenant Parties’ (as applicable) Lead Borrower’s Investment in such Subsidiary.

Designation of Subsidiaries. Xxxxxxx (with the consent of the Company) The Borrower may at any time after the Pushdown Closing Date designate any Restricted Subsidiary of any Covenant Party (other than a Borrower) the Borrower 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) other than for purposes of designating a Restricted Subsidiary as an Unrestricted Subsidiary that is a Securitization Subsidiary in connection with the establishment of a Qualified Securitization Financing, immediately after giving effect to such designation, the Covenant Parties Borrower shall be in compliance, on a Pro Forma Basis, with the covenants set forth in Section 7.11 (it being understood that if no Test Period cited in Section 7.11 has passed, the covenants in Section 7.11 for the first Test Period cited in such Section shall be satisfied as of the last four quarters ended and, as a condition precedent to the effectiveness of any such designation, Xxxxxxx the Borrower shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance), (iii) none of the Covenant Parties may be designated as an Unrestricted Subsidiary, (iv) no Subsidiary may be designated as an Unrestricted Subsidiary if if, after such designation, it is would be a “Restricted Subsidiary” for the purpose of the Senior Subordinated DebtABL Facility, the Senior Unsecured Debt Senior2021 Notes, Existing2024 Notes or any Junior Financing, as applicable, Financing and (viv) no Restricted Subsidiary may be designated an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary and (vi) if a Restricted Subsidiary is being designated as an Unrestricted Subsidiary hereunder, the sum of (A) the assets of such Subsidiary as of such date of designation (the “Designation Date”), as set forth on such Subsidiary’s most recent balance sheet, plus (B) the aggregate amount of assets of all Unrestricted Subsidiaries designated as Unrestricted Subsidiaries pursuant to this Section 6.14 prior to the Designation Date (in each case measured as of the date of each such Unrestricted Subsidiary’s designation as an Unrestricted Subsidiary) shall not exceed 5% of the Total Assets as of such Designation Date pro forma for such designation. The designation of any Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the Covenant Parties Borrower therein at the date of designation in an amount equal to the net book fair market value as determined in good faith by the Borrower of the Covenant Parties’ Borrower’s or its Subsidiary’s (as applicable) investment 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 or Liens of such Subsidiary existing at such time and (ii) a return on any Investment by the Covenant Parties Borrower in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value as determined in good faith by the Borrower at the date of such designation of the Covenant Parties’ Borrower’s or its Subsidiary’s (as applicable) Investment in such Subsidiary.

Designation of Subsidiaries. Xxxxxxx (with the consent of the Company) The Company may at any time after the Pushdown Closing Date designate any Restricted Subsidiary of any Covenant Party (other than a Borrower) the Company as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted SubsidiarySubsidiary by written notice to the Administrative Agent; provided that (i) immediately before and after such designation, no Default shall have occurred and be continuing, (ii) immediately the Credit Parties would be in compliance on a pro forma basis with the financial covenants set forth in Article IX recomputed as of the end of the period of the four fiscal quarters most recently ended for which the Company has delivered financial statements pursuant to Section 7.1(a) or 7.1(b) after giving effect to such designation, the Covenant Parties shall be in compliance, on a Pro Forma Basis, with the covenants set forth in Section 7.11 (it being understood that if no Test Period cited in Section 7.11 has passed, the covenants in Section 7.11 for the first Test Period cited in such Section shall be satisfied as of the last four quarters ended and, as a condition precedent to the effectiveness of any such designation, Xxxxxxx shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance)redesignation, (iii) none in the case of the Covenant Parties may be designated designation of any Restricted Subsidiary as an Unrestricted Subsidiary, such designation shall constitute an Investment in such Unrestricted Subsidiary (calculated as an amount equal to the sum of (x) the net worth of the Subsidiary designated immediately prior to such designation (such net worth to be calculated without regard to any Obligations of such Subsidiary under the Loan Documents) and (y) to the extent not reflected in such net worth, the aggregate principal amount of any Indebtedness owed by the Subsidiary to the Company or any of its Restricted Subsidiaries immediately prior to such designation, all calculated, except as set forth in the parenthetical to clause (x) above, on a Consolidated basis in accordance with GAAP), and such Investment shall be permitted under Section 10.3, (iv) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of (or is otherwise subject to the Senior Subordinated Debtcovenants under, or otherwise obligated for) any material Indebtedness for borrowed money of the Company or any Restricted Subsidiary, (v) immediately after giving effect to the designation of an Unrestricted Subsidiary as a Restricted Subsidiary, the Senior Unsecured Debt or any Junior FinancingCompany shall comply with the provisions of Section 8.11 with respect to such 106 CHAR1\1753066v5 designated Restricted Subsidiary, as to the extent applicable, (vvi) no Restricted Subsidiary may be designated a Subsidiary of an Unrestricted Subsidiary, and no Unrestricted Subsidiary shall have a Lien on the assets of the Company or a Restricted Subsidiary except as permitted by Section 10.2, (vii) once an Unrestricted Subsidiary if it was previously is designated as a Restricted Subsidiary pursuant to this Section 8.14, such Restricted Subsidiary may not be redesignated as an Unrestricted Subsidiary thereafter, and (vi) if once a Restricted Subsidiary is being designated as an Unrestricted Subsidiary hereunder, the sum of (A) the assets of such Subsidiary as of such date of designation (the “Designation Date”), as set forth on such Subsidiary’s most recent balance sheet, plus (B) the aggregate amount of assets of all Unrestricted Subsidiaries designated as Unrestricted Subsidiaries pursuant to this Section 6.14 prior 8.14, such Unrestricted Subsidiary may only be redesignated as a Restricted Subsidiary one time thereafter and (viii) the Company shall have delivered to the Designation Date Administrative Agent and each Lender a certificate executed by its chief financial officer or treasurer, certifying to the best of such officer’s knowledge, compliance with the requirements of the preceding clauses (i) through (vi), inclusive, and containing the calculations (in each case measured as of the date of each such Unrestricted Subsidiary’s designation as an Unrestricted Subsidiaryreasonable detail) shall not exceed 5% of the Total Assets as of such Designation Date pro forma for such designation. The designation of any Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment required by the Covenant Parties therein at the date of designation in an amount equal to the net book value of the Covenant Parties’ preceding clause (as applicable) investment thereinii). The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time and (ii) a return on any Investment by the Covenant Parties Company in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value at the date of such designation of the Covenant Parties’ (as applicable) Company’s Investment in such SubsidiarySubsidiary (that have not otherwise been transferred to or invested in other Unrestricted Subsidiaries).

Designation of Subsidiaries. Xxxxxxx (with the consent The board of the Company) directors of Holdings may at any time after the Pushdown Date designate any Restricted Subsidiary of any Covenant Party (other than a Borrower) 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 133 continuing, (ii) immediately after giving effect to such designation, Holdings, the Covenant Parties Borrower and the Restricted Subsidiaries shall be in compliance, on a Pro Forma BasisBasis (it being understood that if such designation is to be made effective prior to the date that the March 31, 2007 Test Period has become effective, the level set forth in Section 7.11 for the March 31, 2007 Test Period shall be deemed to apply), with the covenants covenant set forth in Section 7.11 (it being understood that if no Test Period cited in Section 7.11 has passed, the covenants in Section 7.11 for the first Test Period cited in such Section shall be satisfied as of the last four quarters ended and, as a condition precedent to the effectiveness of any such designation, Xxxxxxx the Borrower shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance), ) and (iii) none no Subsidiary (other than Orbitz TopCo and its Subsidiaries upon the consummation of the Covenant Parties may be designated as an Unrestricted Subsidiary, (ivOrbitz IPO) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of the Senior Subordinated Debt, the Senior Unsecured Debt or any Junior Financing, as applicable, and upon the Orbitz IPO (vx) no Restricted Subsidiary may all Collateral granted by Orbitz TopCo and its Subsidiaries pursuant to the Collateral Documents shall be designated an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary released and shall be free and clear of all Liens created by the Loan Documents and (viy) if all other obligations under the Loan Documents of any of Orbitz TopCo or any of its Subsidiaries that are Subsidiary Guarantors shall also be released. Orbitz TopCo and its Subsidiaries shall continue to be Unrestricted Subsidiaries at all times from and after the Orbitz IPO unless and until designated as a Restricted Subsidiary is being designated as an Unrestricted Subsidiary hereunder, in accordance with the sum other provisions of (A) the assets of such Subsidiary as of such date of designation (the “Designation Date”), as set forth on such Subsidiary’s most recent balance sheet, plus (B) the aggregate amount of assets of all Loan Documents applicable to designating Unrestricted Subsidiaries designated as Unrestricted Subsidiaries pursuant to this Section 6.14 prior to the Designation Date (in each case measured as of the date of each such Unrestricted Subsidiary’s designation as an Unrestricted Subsidiary) shall not exceed 5% of the Total Assets as of such Designation Date pro forma for such designationRestricted Subsidiaries. The designation of any Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the Covenant Parties Holdings therein at the date of designation in an amount equal to the net book value of the Covenant PartiesHoldings’ (as applicable) 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 or Liens of such Subsidiary existing at such time and (ii) a return on any Investment by the Covenant Parties in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value at the date of such designation of the Covenant Parties’ (as applicable) Investment in such Subsidiarytime.

Designation of Subsidiaries. Xxxxxxx (with the consent of the Company) may at any time after the Pushdown Date No Loan Party will designate any Restricted Subsidiary of any Covenant Party (other than a Borrower) as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that unless (i) the Borrower Representative delivers a written notice to the Administrative Agent of such designation, (ii) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing, (iiiii) immediately after giving effect to such designation, the Covenant Parties shall be in compliance, on a Pro Forma Basis, with the covenants set forth in Section 7.11 (it being understood that if no Test Period cited in Section 7.11 has passed, the covenants in Section 7.11 for the first Test Period cited in such Section shall be satisfied Leverage Ratio is less than 4.75 to 1.00 as of the last day of the most recently completed period of four consecutive fiscal quarters ended ending prior to the date of such designation for which the financial statements and certificates required by Section 5.01(a) or 5.01(b), as the case may be, and Section 5.01(d), have been delivered and, as a condition precedent to the effectiveness of any the designation such designation, Xxxxxxx Borrower Representative shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance), (iii) none of the Covenant Parties may be designated as an Unrestricted Subsidiary, (iv) no such Subsidiary may be is not designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” (or the equivalent) for the purpose of the Senior 2029 Convertible Debentures, any other Subordinated DebtIndebtedness or the Term Loan Documents and is not otherwise generally subject to the representations, warranties, covenants and events of default under the Senior Unsecured Debt 2029 Convertible Debentures, any other Subordinated Indebtedness or any Junior Financing, as applicableTerm Loan Documents, (v) no such Restricted Subsidiary may be designated an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary and its subsidiaries do not own any Equity Interests or Indebtedness of, or own or hold any Lien on, any property of any Loan Party, (vi) if a Restricted such Subsidiary is being designated as an Unrestricted Subsidiary hereunderor such Subsidiary’s subsidiaries have not at the time of designation, and do not, thereafter, create, incur, issue, assume, guarantee, or otherwise become directly or indirectly liable with respect to any Indebtedness pursuant to which the sum lender has recourse to any of (A) the assets of any Loan Party, (vii) such Subsidiary as of such date of designation (the “Designation Date”), as set forth on such Subsidiary’s most recent balance sheet, plus (B) the aggregate amount of assets of all Unrestricted Subsidiaries designated as Unrestricted Subsidiaries pursuant to this Section 6.14 prior to the Designation Date (in each case measured is not a Subsidiary which is a Borrower or other Loan Party as of the date Restatement Date, an EECOL Acquired Entity, WESCO Receivables or any Subsidiary which holds any Equity Interests or Indebtedness of each WESCO Receivables, (viii) such Unrestricted Subsidiary is not an operating company, (ix) the revenues of such Subsidiary’s designation , as an Unrestricted Subsidiary) shall not exceed of end of any fiscal year, for the period of four consecutive fiscal quarters then ended, were less than 5% of the Total Assets consolidated revenues of Holdings and its Subsidiaries for such period, (x) the revenues of such Subsidiary, as of such Designation Date pro forma end of any fiscal year, for the period of four consecutive fiscal quarters then ended, when taken together with the revenues of all Excluded Subsidiaries and all other Unrestricted Subsidiaries were less than 15% of the consolidated revenues of Holdings and its Subsidiaries for such designationperiod, (xi) the consolidated assets of such Subsidiary, as of end of any fiscal year, were less than 5% of the consolidated total assets of Holdings and its Subsidiaries as of the end of such fiscal year, and (xii) the consolidated assets of such Subsidiary, as of end of any fiscal year, when taken together with the consolidated assets of all Excluded Subsidiaries and all other Unrestricted Subsidiaries were less than 15% of the consolidated total assets of Holdings and its Subsidiaries as of the end of such fiscal year (in the case of each of the foregoing clauses (ix) through (xii), as reflected on the most recent annual or quarterly consolidated financial statements of Holdings and its Subsidiaries). The designation of any Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment therein by the Covenant Parties therein such Borrower and its Restricted Subsidiaries, as applicable, at the date of designation in an amount equal to the net book fair market value of the Covenant Partiesapplicable parties’ investment therein (as applicable) the fair market value of such investment thereinto be calculated without regard to any guarantee provided by such designated or re designated Unrestricted Subsidiary). The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (iA) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time and (iiB) a return on any Investment by the Covenant Parties such Borrower or any Restricted Subsidiary in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value at the date of such designation of the Covenant Partiessuch Borrower’s and its Restricted Subsidiaries’ (as applicable) Investment in such Subsidiary. Notwithstanding anything to the contrary herein, any Unrestricted Subsidiary that has been redesignated as a Restricted Subsidiary may not be subsequently redesignated as an Unrestricted Subsidiary.

Designation of Subsidiaries. Xxxxxxx (with the consent of the Company) may at any time after the Pushdown Date The Borrower shall be permitted to designate any Restricted an existing or subsequently acquired or organized Subsidiary of any Covenant Party (other than a Borrower) as an Unrestricted Subsidiary after the Closing Date, by written notice to the Administrative Agent, so long as (a) no Default has occurred and is continuing or would result therefrom, (b) immediately after giving effect to such designation, the Borrower shall be in compliance on a pro forma basis with a Consolidated Leverage Ratio of 5.00:1.00, such compliance to be determined on the basis of the financial information most recently delivered to Administrative Agent by the Borrower pursuant to Section 7.1, (c) such Unrestricted Subsidiary shall be capitalized (to the extent capitalized by the Borrower or any of its Subsidiaries) through Investments as permitted by, and in compliance with, Section 8.7, (d) without duplication of clause (c), any assets owned by such Unrestricted Subsidiary at the time of the initial designation thereof shall be treated as Investments pursuant to Section 8.7, and (e) the Borrower shall have delivered to the Administrative Agent an officer’s certificate executed by a Responsible Officer of the Borrower, certifying compliance with the requirements of preceding clauses (a) through (d), and containing the calculations and information required by the preceding clause (b). The Borrower may designate any Unrestricted Subsidiary as to be a Restricted SubsidiarySubsidiary for purposes of this Agreement (each, a “Subsidiary Redesignation”); provided provided, that (i) immediately before and after such designation, no Default shall have has occurred and be continuingis continuing or would result therefrom, (ii) immediately after giving effect to such designationSubsidiary Redesignation, the Covenant Parties Borrower shall be in compliance, compliance on a Pro Forma Basispro forma basis with a Consolidated Leverage Ratio of 5.00:1.00, with such compliance to be determined on the covenants basis of the financial information most recently delivered to Administrative Agent by the Borrower pursuant to Section 7.1, (iii) the representations and warranties set forth in Section 7.11 (it being understood that if no Test Period cited 5 and in Section 7.11 has passed, the covenants in Section 7.11 for the first Test Period cited in such Section other Loan Documents shall be satisfied true and correct in all material respects immediately after giving effect to such Subsidiary Redesignation, except to the extent such representations and warranties expressly relate to an earlier date, in which case such representation and warranties shall have been true and correct in all material respects as of such earlier date and (iv) the last four quarters ended and, as a condition precedent to the effectiveness of any such designation, Xxxxxxx Borrower shall deliver have delivered to the Administrative Agent an officer’s certificate executed by a certificate setting forth in reasonable detail Responsible Officer of the calculations demonstrating such compliance)Borrower, certifying compliance with the requirements of preceding clauses (i) through (iii) none of the Covenant Parties ); provided, further, that no Unrestricted Subsidiary that has been designated as a Subsidiary pursuant to a Subsidiary Redesignation may again be designated as an Unrestricted Subsidiary, (iv) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of the Senior Subordinated Debt, the Senior Unsecured Debt or any Junior Financing, as applicable, (v) no Restricted Subsidiary may be designated an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary and (vi) if a Restricted Subsidiary is being designated as an Unrestricted Subsidiary hereunder, the sum of (A) the assets of such Subsidiary as of such date of designation (the “Designation Date”), as set forth on such Subsidiary’s most recent balance sheet, plus (B) the aggregate amount of assets of all Unrestricted Subsidiaries designated as Unrestricted Subsidiaries pursuant to this Section 6.14 prior to the Designation Date (in each case measured as of the date of each such Unrestricted Subsidiary’s designation as an Unrestricted Subsidiary) shall not exceed 5% of the Total Assets as of such Designation Date pro forma for such designation. The designation of any Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the Covenant Parties therein at the date of designation in an amount equal to the net book value of the Covenant Parties’ (as applicable) 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 or Liens of such Subsidiary existing at such time and (ii) a return on any Investment by the Covenant Parties in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value at the date of such designation of the Covenant Parties’ (as applicable) Investment in such Subsidiary.

Designation of Subsidiaries. Xxxxxxx (with the consent of the Company) The Designated Company may at any time after the Pushdown Effective Date designate any Restricted Subsidiary of any Covenant Party (other than a Borrower) the Designated Company 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) immediately after giving effect to such designation, the Covenant Parties Designated Company shall be in compliance, on a Pro Forma Basis, with the covenants set forth in Section 7.11 Financial Performance Covenant (it being understood that if no Test Period cited in Section 7.11 has passed, the covenants in Section 7.11 for the first Test Period cited in such Section shall be satisfied as of the last four quarters ended andthat, as a condition precedent to the effectiveness of any such designation, Xxxxxxx the Designated Company shall deliver to the Administrative Agent a certificate of a Responsible Officer setting forth in reasonable detail the calculations demonstrating such compliance), (iii) none the Consolidated Interest Coverage Ratio for the most recently ended four fiscal quarter period for which financial statements have been delivered on or prior to the Effective Date, or otherwise pursuant to Section 5.01(a) or (b) shall be greater than 2.00 to 1.00 on a Pro Forma Basis (it being understood that, as a condition precedent to the effectiveness of any such designation, the Covenant Parties may be designated as an Unrestricted SubsidiaryDesignated Company shall deliver to the Administrative Agent a certificate of a Responsible Officer setting forth in reasonable detail the calculations demonstrating such Consolidated Interest Coverage Ratio), (iv) no Subsidiary may be designated as an Unrestricted Subsidiary or continue as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of any of the Senior Subordinated DebtNotes, the Revolving Credit Agreement, the Secured Term Loan Credit Agreement, any Additional Senior Unsecured Debt Secured Indebtedness, any Junior Secured Indebtedness or any Junior Financingother Indebtedness, as applicable, constituting Material Indebtedness, (v) no Restricted Subsidiary may be designated an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary and Subsidiary, (vi) if a Restricted Subsidiary is being designated as an Unrestricted Subsidiary hereunderunder this Section 5.16, the sum of (A) the fair market value of assets of such Subsidiary as of such date of designation (the “Designation Date”), as set forth on such Subsidiary’s most recent balance sheet, plus (B) the aggregate amount fair market value of assets of all Unrestricted Subsidiaries designated as Unrestricted Subsidiaries pursuant to this Section 6.14 5.16 prior to the Designation Date (in each case measured as of the date of each such Unrestricted Subsidiary’s designation as an Unrestricted Subsidiary) shall not exceed 5% of $500,000,000 in the Total Assets aggregate as of such Designation Date pro forma for such designation, (vii) no Restricted Subsidiary shall be a Subsidiary of an Unrestricted Subsidiary and (viii) the Borrower (and each Person that directly or indirectly owns any Equity Interests of the Borrower) may not be designated as an Unrestricted Subsidiary. The designation of any Subsidiary as an Unrestricted Subsidiary under this Section 5.16 after the Closing Effective Date shall constitute an Investment by the Covenant Parties Designated Company or its applicable Restricted Subsidiary therein at the date of designation in an amount equal to the net book fair market value of the Covenant Parties’ Designated Company’s or such Restricted Subsidiary’s (as applicable) investment 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 or Liens of such Subsidiary existing at such 127 1104695.02A-CHISR01A - MSW time and (ii) a return on any Investment by the Covenant Parties Designated Company or any of its Restricted Subsidiaries in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the lesser of (x) the fair market value at the date of such designation of the Covenant Parties’ Designated Company’s or its Restricted Subsidiary’s (as applicable) Investment in such Subsidiary and (y) the amount of Investments made by the Designated Company or its Restricted Subsidiaries in such Unrestricted Subsidiary from and after the date of such Subsidiary was designated as an Unrestricted Subsidiary.

Designation of Subsidiaries. Xxxxxxx (with the consent of the Company) may at any time The Borrower shall be permitted, after the Pushdown Date Closing Date, to designate any Restricted Subsidiary of any Covenant Party (other than a Borrower) as an Unrestricted Subsidiary by written notice to the Administrative Agent any Subsidiary acquired or organized subsequent to the Closing Date (other than the Target), so long as (a) no Default has occurred and is continuing or would result therefrom, (b) immediately after giving effect to such designation, the Consolidated Leverage Ratio shall not exceed 4.00 to 1.00 on a pro forma basis, to be determined on the basis of the financial information most recently delivered to the Administrative Agent by the Borrower pursuant to Section 7.1, (c) such Unrestricted Subsidiary shall be capitalized (to the extent capitalized by the Borrower or any of its Subsidiaries) through Investments as permitted by, and in compliance with, Section 8.7, (d) without duplication of clause (c), any assets owned by such Unrestricted Subsidiary at the time of the initial designation thereof shall be treated as Investments pursuant to Section 8.7, and (e) the Borrower shall have delivered to the Administrative Agent an officer’s certificate executed by a Responsible Officer of the Borrower, certifying compliance with the requirements of preceding clauses (a) through (d), and containing the calculations and information required by the preceding clause (b). The Borrower may designate any Unrestricted Subsidiary as to be a Restricted SubsidiarySubsidiary for purposes of this Agreement (each, a “Subsidiary Redesignation”); provided that (i) immediately before and after such designation, no Default shall have has occurred and be continuingis continuing or would result therefrom, (ii) immediately after giving effect to such designationSubsidiary Redesignation, the Covenant Parties Consolidated Leverage Ratio shall be in compliance, not exceed 4.00 to 1.00 on a Pro Forma Basispro forma basis, with to be determined on the covenants set forth in Section 7.11 (it being understood that if no Test Period cited in Section 7.11 has passed, the covenants in Section 7.11 for the first Test Period cited in such Section shall be satisfied as basis of the last four quarters ended and, as a condition precedent to the effectiveness of any such designation, Xxxxxxx shall deliver financial information most recently delivered to the Administrative Agent a certificate setting forth in reasonable detail by the calculations demonstrating such compliance)Borrower pursuant to Section 7.1, (iii) none the representations and warranties set forth in Article 5 and in the other Loan Documents shall be true and correct in all material respects immediately after giving effect to such Subsidiary Redesignation, except to the extent such representations and warranties expressly relate to an earlier date, in which case such representation and warranties shall have been true and correct in all material respects as of such earlier date, and (iv) the Borrower shall have delivered to the Administrative Agent an officer’s certificate executed by a Responsible Officer of the Covenant Parties Borrower, certifying compliance with the requirements of preceding clauses (i) through (iii), and containing the calculations and information required by the preceding clause (ii); provided, further, that no Unrestricted Subsidiary that has been designated as a Subsidiary pursuant to a Subsidiary Redesignation may again be designated as an Unrestricted Subsidiary, (iv) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of the Senior Subordinated Debt, the Senior Unsecured Debt or any Junior Financing, as applicable, (v) no Restricted Subsidiary may be designated an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary and (vi) if a Restricted Subsidiary is being designated as an Unrestricted Subsidiary hereunder, the sum of (A) the assets of such Subsidiary as of such date of designation (the “Designation Date”), as set forth on such Subsidiary’s most recent balance sheet, plus (B) the aggregate amount of assets of all Unrestricted Subsidiaries designated as Unrestricted Subsidiaries pursuant to this Section 6.14 prior to the Designation Date (in each case measured as of the date of each such Unrestricted Subsidiary’s designation as an Unrestricted Subsidiary) shall not exceed 5% of the Total Assets as of such Designation Date pro forma for such designation. The designation of any Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the Covenant Parties therein at the date of designation in an amount equal to the net book value of the Covenant Parties’ (as applicable) 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 or Liens of such Subsidiary existing at such time and (ii) a return on any Investment by the Covenant Parties in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value at the date of such designation of the Covenant Parties’ (as applicable) Investment in such Subsidiary.

Designation of Subsidiaries. Xxxxxxx (with the consent of the Company) The Designated Company may at any time after the Pushdown Closing Date designate any Restricted Subsidiary of any Covenant Party (other than a Borrower) the Designated Company 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) immediately after giving effect to such designation, the Covenant Parties Designated Company shall be in compliance, on a Pro Forma Basis, with the covenants set forth in Section 7.11 Financial Performance Covenant (it being understood that if no Test Period cited in Section 7.11 has passed, the covenants in Section 7.11 for the first Test Period cited in such Section shall be satisfied as of the last four quarters ended andthat, as a condition precedent to the effectiveness of any such designation, Xxxxxxx the Designated Company shall deliver to the Administrative Agent a certificate of a Responsible Officer setting forth in reasonable detail the calculations demonstrating such compliance), (iii) none the Consolidated Interest Coverage Ratio for the most recently ended four fiscal quarter period for which financial statements have been delivered pursuant to Section 5.01(a) or (b) shall be greater than 2.00 to 1.00 on a Pro Forma Basis (it being understood that, as a condition precedent to the effectiveness of any such designation, the Covenant Parties may be designated as an Unrestricted SubsidiaryDesignated Company shall deliver to the Administrative Agent a certificate of a Responsible Officer setting forth in reasonable detail the calculations demonstrating such Consolidated Interest Coverage Ratio), (iv) no Subsidiary may be designated as an Unrestricted Subsidiary or continue as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of any of the Senior Subordinated DebtNotes, the Revolving Credit Agreement, any Additional Senior Unsecured Debt Secured Indebtedness, any Junior Secured Indebtedness or any Junior Financingother Indebtedness, as applicable, constituting Material Indebtedness, (v) no Restricted Subsidiary may be designated an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary and Subsidiary, (vi) if a Restricted Subsidiary is being designated as an Unrestricted Subsidiary hereunderunder this Section 5.16, the sum of (A) the fair market value of assets 222 1060441.101066947.03-CHISR01A - MSW of such Subsidiary as of such date of designation (the “Designation Date”), as set forth on such Subsidiary’s most recent balance sheet, plus (B) the aggregate amount fair market value of assets of all Unrestricted Subsidiaries designated as Unrestricted Subsidiaries pursuant to this Section 6.14 5.16 prior to the Designation Date (in each case measured as of the date of each such Unrestricted Subsidiary’s designation as an Unrestricted Subsidiary) shall not exceed 5% of $500,000,000 in the Total Assets aggregate as of such Designation Date pro forma for such designation, (vii) no Restricted Subsidiary shall be a Subsidiary of an Unrestricted Subsidiary and (viii) no Co-Borrower (and no Person that directly or indirectly owns any Equity Interests of a Co-Borrower) may be designated as an Unrestricted Subsidiary. The designation of any Subsidiary as an Unrestricted Subsidiary under this Section 5.16 after the Closing Date shall constitute an Investment by the Covenant Parties Designated Company or its applicable Restricted Subsidiary therein at the date of designation in an amount equal to the net book fair market value of the Covenant Parties’ Designated Company’s or such Restricted Subsidiary’s (as applicable) investment 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 or Liens of such Subsidiary existing at such time and (ii) a return on any Investment by the Covenant Parties Designated Company or any of its Restricted Subsidiaries in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the lesser of (x) the fair market value at the date of such designation of the Covenant Parties’ Designated Company’s or its Restricted Subsidiary’s (as applicable) Investment in such Subsidiary and (y) the amount of Investments made by the Designated Company or its Restricted Subsidiaries in such Unrestricted Subsidiary from and after the date of such Subsidiary was designated as an Unrestricted Subsidiary.

Designation of Subsidiaries. Xxxxxxx (with the consent of the Company) The Designated Company may at any time after the Pushdown Closing Date designate any Restricted Subsidiary of any Covenant Party (other than a Borrower) the Designated Company 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) immediately after giving effect to such designation, the Covenant Parties Designated Company shall be in compliance, on a Pro Forma Basis, with the covenants set forth in Section 7.11 Financial Performance Covenant (it being understood that if no Test Period cited in Section 7.11 has passed, the covenants in Section 7.11 for the first Test Period cited in such Section shall be satisfied as of the last four quarters ended andthat, as a condition precedent to the effectiveness of any such designation, Xxxxxxx the Designated Company shall deliver to the Administrative Agent a certificate of a Responsible Officer setting forth in reasonable detail the calculations demonstrating such compliance), (iii) none the Consolidated Interest Coverage Ratio for the most recently ended four fiscal quarter period for which financial statements have been delivered pursuant to Section 5.01(a) or (b) shall be greater than 2.00 to 1.00 on a Pro Forma Basis (it being understood that, as a condition precedent to the effectiveness of any such designation, the Covenant Parties may be designated as an Unrestricted SubsidiaryDesignated Company shall deliver to the Administrative Agent a certificate of a Responsible Officer setting forth in reasonable detail the calculations demonstrating such Consolidated Interest Coverage Ratio), (iv) no Subsidiary may be designated as an Unrestricted Subsidiary or continue as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of any of the Senior Subordinated DebtNotes, the Revolving Credit Agreement, any Additional Senior Unsecured Debt Secured Indebtedness, any Junior Secured Indebtedness or any Junior Financingother Indebtedness, as applicable, constituting Material Indebtedness, (v) no Restricted Subsidiary may be designated an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary and Subsidiary, (vi) if a Restricted Subsidiary is being designated as an Unrestricted Subsidiary hereunder, the sum of (A) the fair market value of assets of such Subsidiary as of such date of designation (the “Designation Date”), as set forth on such Subsidiary’s most recent balance sheet, plus (B) the aggregate amount fair market value of assets of all Unrestricted Subsidiaries designated as Unrestricted Subsidiaries pursuant to this Section 6.14 5.16 prior to the Designation Date (in each case measured as of the date of each such Unrestricted Subsidiary’s designation as an Unrestricted Subsidiary) shall not exceed 5% of $500,000,000 in the Total Assets aggregate as of such Designation Date pro forma for such designation, and (vii) no Restricted Subsidiary shall be a Subsidiary of an Unrestricted Subsidiary and (viii) no Co-Borrower (and no Person that directly or indirectly owns any Equity Interests of a CoBorrower) may be designated as an Unrestricted Subsidiary. The designation of any Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the Covenant Parties Designated Company or its applicable Restricted Subsidiary therein at the date of designation in an amount equal to the net book fair market value of the Covenant Parties’ Designated Company’s or such Restricted Subsidiary’s (as applicable) 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 or Liens of such Subsidiary existing at such time and (ii) a return on any Investment by the Covenant Parties Designated Company or any of its Restricted Subsidiaries in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the lesser of (x) the fair market value at the date of such designation of the Covenant Parties’ Designated Company’s or its Restricted Subsidiary’s (as applicable) Investment in such Subsidiary and (y) the amount of Investments made by the Designated Company or its Restricted Subsidiaries in such Unrestricted Subsidiary from and after the date of such Subsidiary was designated as an Unrestricted Subsidiary.. 1117312.02-CHISR02A - MSW 200

Designation of Subsidiaries. Xxxxxxx (with the consent The board of directors of the Company) Lead Borrower may at any time after the Pushdown Date designate any Restricted Subsidiary of any Covenant Party (other than a Borrower) 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) immediately after giving effect to such designation, the Covenant Parties Payment Conditions shall be in compliance, on a Pro Forma Basis, with the covenants set forth in Section 7.11 have been satisfied (it being understood that if no Test Period cited in Section 7.11 has passed, the covenants in Section 7.11 for the first Test Period cited in such Section shall be satisfied as of the last four quarters ended and, as a condition precedent to the effectiveness of any such designation, Xxxxxxx the Lead Borrower shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliancesatisfaction thereof), (iii) none of the Covenant Parties no Borrower may be designated as an Unrestricted Subsidiary, (iv) no Subsidiary may be designated as an Unrestricted Subsidiary if if, after such designation, it is would be a “Restricted Subsidiary” for the purpose of the Senior Subordinated Debt, the Senior Unsecured Debt Term Facility or any Junior Financing, as applicableother Indebtedness of any Loan Party that contemplates “unrestricted” subsidiaries, (v) no Restricted Subsidiary may be designated an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary and shall own any Equity Interests in the Loan Parties or their Restricted Subsidiaries, (vi) if a Restricted Subsidiary is being designated as an no Unrestricted Subsidiary hereundershall hold any Indebtedness of, or any Lien on any property of, the sum of Loan Parties and their Restricted Subsidiaries, (Avii) the assets holder of such any Indebtedness of any Unrestricted Subsidiary as of such date of designation (the “Designation Date”), as set forth on such Subsidiary’s most recent balance sheet, plus (B) the aggregate amount of assets of all Unrestricted Subsidiaries designated as Unrestricted Subsidiaries pursuant to this Section 6.14 prior shall not have any recourse to the Designation Date Loan Parties and their Restricted Subsidiaries with respect to such Indebtedness, and (in each case measured as of viiviii) no Unrestricted Subsidiary shall be a party to any transaction or arrangement with the date of each such Unrestricted Subsidiary’s designation as an Unrestricted Subsidiary) shall Loan Parties and their Restricted Subsidiaries that would not exceed 5% of the Total Assets as of such Designation Date pro forma for such designationbe permitted by Section 7.09. The designation of any Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the Covenant Parties Lead Borrower and its Restricted Subsidiaries therein at the date of designation in an amount equal to the net book fair market value as determined by the Lead Borrower in good faith of the Covenant Parties’ Lead Borrower’s or Restricted Subsidiary’s (as applicable) investment 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 or Liens of such Subsidiary existing at such time and (ii) a return on any Investment by the Covenant Parties Lead Borrower and its Restricted Subsidiaries in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value as determined by the Lead Borrower in good faith at the date of such designation of the Covenant Parties’ Lead Borrower’s or its Restricted Subsidiary’s (as applicable) Investment in such Subsidiary.

Designation of Subsidiaries. Xxxxxxx (with the consent of the Company) The Designated Company may at any time after the Pushdown Effective Date designate any Restricted Subsidiary of any Covenant Party (other than a Borrower) the Designated Company 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) immediately after giving effect to such designation, the Covenant Parties Designated Company shall be in compliance, on a Pro Forma Basis, with the covenants set forth in Section 7.11 Financial Performance Covenant (it being understood that if no Test Period cited in Section 7.11 has passed, the covenants in Section 7.11 for the first Test Period cited in such Section shall be satisfied as of the last four quarters ended andthat, as a condition precedent to the effectiveness of any such designation, Xxxxxxx the Designated Company shall deliver to the Administrative Agent a certificate of a Responsible Officer setting forth in reasonable detail the calculations demonstrating such compliance), (iii) none the Consolidated Interest Coverage Ratio for the most recently ended four fiscal quarter period for which financial statements have been delivered pursuant to Section 5.01(a) or (b) shall be greater than 2.00 to 1.00 on a Pro Forma Basis (it being understood that, as a condition precedent to the effectiveness of any such designation, the Covenant Parties may be designated as an Unrestricted SubsidiaryDesignated Company shall deliver to the Administrative Agent a certificate of a Responsible Officer setting forth in reasonable detail the calculations demonstrating such Consolidated Interest Coverage Ratio), (iv) no Subsidiary may be designated as an Unrestricted Subsidiary or continue as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of any of the Senior Subordinated DebtNotes, the Revolving Credit Agreement, the Secured Term Loan Credit Agreement, any Additional Senior Unsecured Debt Secured Indebtedness, any Junior Secured Indebtedness or any Junior Financingother Indebtedness, as applicable, constituting Material Indebtedness, (v) no Restricted Subsidiary may be designated an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary and Subsidiary, (vi) if a Restricted Subsidiary is being designated as an Unrestricted Subsidiary hereunder, the sum of (A) the fair market value of assets of such Subsidiary as of such date of designation (the “Designation Date”), as set forth on such Subsidiary’s most recent balance sheet, plus (B) the aggregate amount fair market value of assets of all Unrestricted Subsidiaries designated as Unrestricted Subsidiaries pursuant to this Section 6.14 5.16 prior to the Designation Date (in each case measured as of the date of each such Unrestricted Subsidiary’s designation as an Unrestricted Subsidiary) shall not exceed 5% of $500,000,000 in the Total Assets aggregate as of such Designation Date pro forma for such designation. The designation of any Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the Covenant Parties therein at the date of designation in an amount equal to the net book value of the Covenant Parties’ (as applicable) 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 or Liens of such Subsidiary existing at such time and (ii) a return on any Investment by the Covenant Parties in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value at the date of such designation of the Covenant Parties’ (as applicable) Investment in such Subsidiary.154 1120544.02G-CHISR02A - MSW

Designation of Subsidiaries. Xxxxxxx (with the consent of the Company) may The Borrower may, at any time from and after the Pushdown Date Effective Date, designate any Restricted Subsidiary of any Covenant Party (other than a Borrower) as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing, (ii) immediately after giving effect to such designation, the Covenant Parties Borrower shall be in compliance, on a Pro Forma Basis, compliance with the covenants set forth in Section 7.11 6.12 on a pro forma basis in accordance with Section 1.04(b) (it being understood that if no Test Period cited in Section 7.11 has passed, the covenants in Section 7.11 for the first Test Period cited in such Section shall be satisfied as of the last four quarters ended and, and as a condition precedent to the effectiveness of any such designation, Xxxxxxx the Borrower shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance), (iii) none of the Covenant Parties may be designated as an Unrestricted Subsidiary, (iv) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of the Senior Subordinated Debt, the Senior Unsecured Debt or any Junior Financing, was previously designated as applicable, (v) no Restricted Subsidiary may be designated an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary pursuant to this Section 5.10 and (viiv) if a Restricted Subsidiary is being designated as an Unrestricted Subsidiary hereunder, the sum of (A) the assets of such Subsidiary Restricted Subsidiary, together with all other Unrestricted Subsidiaries as of such date of designation (the “Designation Date”), as set forth on such Subsidiarymust not have contributed greater than ten percent (10%) of the Borrower’s most recent balance sheet, plus Consolidated EBITDA (B) the aggregate amount of assets calculated inclusive of all Unrestricted Subsidiaries designated as Unrestricted Subsidiaries pursuant to this Section 6.14 prior to the Designation Date (in each case measured Subsidiaries), as of the date of each such Unrestricted Subsidiary’s designation as an Unrestricted Subsidiary) shall not exceed 5% most recently ended fiscal quarter of the Total Assets as Borrower, for the period of such Designation Date pro forma four consecutive fiscal quarters then ended, for such designationwhich financial statements have been delivered pursuant to Section 5.01. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Closing Effective Date shall constitute an Investment by the Covenant Parties applicable Loan Party therein at the date of designation in an amount equal to the net book fair market value of the Covenant Parties’ (as applicable) applicable Loan Party’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 or Liens of such Subsidiary existing at such time and (ii) a return on any Investment by the Covenant Parties applicable Loan Party in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value at the date of such designation of the Covenant Parties’ (as applicable) such Loan Party’s Investment in such Subsidiary. Notwithstanding the foregoing, the Borrower shall not be permitted to be an Unrestricted Subsidiary.

Designation of Subsidiaries. Xxxxxxx (with the consent of the Company) may The Borrower may, at any time after the Pushdown Date Closing Date, designate any Restricted Subsidiary of any Covenant Party (other than a Borrower) 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) immediately after giving effect to such designation, the Covenant Parties Holdings shall be in compliance, on a Pro Forma Basis, compliance with the covenants set forth in Section 7.11 7.10(a) and (it being understood that b), determined on a Pro Forma Basis as of the last day of the most recently ended Test Period (or, if no Test Period cited in Section 7.11 7.10(a) or (b), as applicable, has passed, the covenants in Section 7.11 7.10(a) and (b) for the first Test Period cited in such Section shall be satisfied as of the last four quarters ended ended), in each case, as if such designation had occurred on the last day of such fiscal quarter of Holdings and, as a condition precedent to the effectiveness of any such designation, Xxxxxxx the Borrower shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance), (iii) none of the Covenant Parties may be designated as an Unrestricted Subsidiary, (iv) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of the Senior Subordinated Debt, the Senior Unsecured Debt or any Junior Financing, as applicableNotes, (viv) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it was previously designated as an Unrestricted Subsidiary pursuant to this Section 6.14 more than one time prior to the Designation Date and (viv) if a Restricted Subsidiary is being designated as an Unrestricted Subsidiary hereunder, the sum of (A) the fair market value of assets of such Restricted Subsidiary as of such date of designation (the “Designation Date”), as set forth on such Subsidiary’s most recent balance sheet, plus (B) the aggregate amount fair market value of assets of all Unrestricted Subsidiaries designated as Unrestricted Subsidiaries pursuant to this Section 6.14 prior to the Designation Date (in each case measured as of the date of each such Unrestricted Subsidiary’s designation as an Unrestricted Subsidiary) shall not exceed 5% of the Total Assets $25,000,000 as of such Designation Date pro forma for such designation. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the Covenant Parties applicable Loan Party therein at the date of designation in an amount equal to the net book fair market value of the Covenant Parties’ (as applicable) applicable Loan Party’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 or Liens of such Subsidiary existing at such time and (ii) a return on any Investment by the Covenant Parties applicable Loan Party in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value at the date of such designation of the Covenant Parties’ (as applicable) such Loan Party’s Investment in such Subsidiary. Notwithstanding the foregoing, neither the Borrower nor any direct or indirect parent of the Borrower shall be permitted to be an Unrestricted Subsidiary.

Designation of Subsidiaries. Xxxxxxx (with the consent of the Company) The Designated Company may at any time after the Pushdown Closing Date designate any Restricted Subsidiary of any Covenant Party (other than a Borrower) the Designated Company 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) immediately after giving effect to such designation, the Covenant Parties Designated Company shall be in compliance, on a Pro Forma Basis, with the covenants set forth in Section 7.11 Financial Performance Covenant (it being understood that if no Test Period cited in Section 7.11 has passed, the covenants in Section 7.11 for the first Test Period cited in such Section shall be satisfied as of the last four quarters ended andthat, as a condition precedent to the effectiveness of any such designation, Xxxxxxx the Designated Company shall deliver to the Administrative Agent a certificate of a Responsible Officer setting forth in reasonable detail the calculations demonstrating such compliance), (iii) none the Consolidated Interest Coverage Ratio for the most recently ended four fiscal quarter period for which financial statements have been delivered pursuant to Section 5.01(a) or (b) shall be greater than 2.00 to 1.00 on a Pro Forma Basis (it being understood that, as a condition precedent to the effectiveness of any such designation, the Covenant Parties may be designated as an Unrestricted SubsidiaryDesignated Company shall deliver to the Administrative Agent a certificate of a Responsible Officer setting forth in reasonable detail the calculations demonstrating such Consolidated Interest Coverage Ratio), (iv) no Subsidiary may be designated as an Unrestricted Subsidiary or continue as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of any of the Senior Subordinated DebtNotes, the Revolving Credit Agreement, any Additional Senior Unsecured Debt Secured Indebtedness, any Junior Secured Indebtedness or any Junior Financingother Indebtedness, as applicable, constituting Material Indebtedness, (v) no Restricted Subsidiary may be designated an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary and Subsidiary, (vi) if a Restricted Subsidiary is being designated as an Unrestricted Subsidiary hereunderhereunderunder this Section 5.16, the sum of (A) the fair market value of assets of such Subsidiary as of such date of designation (the “Designation Date”), as set forth on such Subsidiary’s most recent balance sheet, plus (B) the aggregate amount fair market value of assets of all Unrestricted Subsidiaries designated as Unrestricted Subsidiaries pursuant to this Section 6.14 5.16 prior to the Designation Date (in each case measured as of the date of each such Unrestricted Subsidiary’s designation as an Unrestricted Subsidiary) shall not exceed 5% of $500,000,000 in the Total Assets aggregate as of such Designation Date pro forma for such designation, (vii) no Restricted Subsidiary shall be a Subsidiary of an Unrestricted Subsidiary and (viii) no Co-Borrower (and no Person that directly or indirectly owns any Equity Interests of a Co-Borrower) may be designated as an Unrestricted Subsidiary. The designation of any Subsidiary as an Unrestricted Subsidiary under this Section 5.16 after the Closing Date shall constitute an Investment by the Covenant Parties Designated Company or its applicable Restricted Subsidiary therein at the date of designation in an amount equal to the net book fair market value of the Covenant Parties’ Designated Company’s or such Restricted Subsidiary’s (as applicable) investment investmentInvestment 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 or Liens of such Subsidiary existing at such time and (ii) a return on any Investment by the Covenant Parties Designated Company or any of its Restricted Subsidiaries in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the lesser of (x) the fair market value at the date of such designation of the Covenant Parties’ (as applicable) Investment in such Subsidiary.205 1031947.12E-CHISR1060441.10-CHISR01A - MSW

Designation of Subsidiaries. Xxxxxxx (with the consent of the Company) SECTION 6.14 The Borrower may at any time after the Pushdown Date designate any Restricted Subsidiary of any Covenant Party (other than a Borrower) the Borrower 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) immediately after giving effect to such designation, the Covenant Parties Borrower shall be in compliance, on a Pro Forma Basis, with the covenants covenant set forth in Section 7.11 (it being understood that if no Test Period cited in Section 7.11 has passed, the covenants covenant in Section 7.11 for the first Test Period cited in such Section shall be satisfied as of the last four quarters ended ended) if then in effect, and, as a condition precedent to the effectiveness of any such designation, Xxxxxxx the Borrower shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance), (iii) none of the Covenant Parties may be designated as an Unrestricted Subsidiary, (iv) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of the any Senior Subordinated DebtNotes Documents, the Senior Unsecured Debt ABL Credit Agreement or any Junior Financing, as applicable, and (viv) no Restricted Subsidiary may be designated an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary and (vi) if a Restricted Subsidiary is being designated as an Unrestricted Subsidiary hereunder, the sum of (A) the assets of such Subsidiary as of such date of designation (the “Designation Date”), as set forth on such Subsidiary’s most recent balance sheet, plus (B) the aggregate amount of assets of all Unrestricted Subsidiaries designated as Unrestricted Subsidiaries pursuant to this Section 6.14 prior to the Designation Date (in each case measured as of the date of each such Unrestricted Subsidiary’s designation as an Unrestricted Subsidiary) shall not exceed 5% of the Total Assets as of such Designation Date pro forma for such designation. The designation of any Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the Covenant Parties Borrower therein at the date of designation in an amount equal to the net book fair market value of the Covenant Parties’ Borrower’s or its Subsidiary’s (as applicable) investment 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 or Liens of such Subsidiary existing at such time and (ii) a return on any Investment by the Covenant Parties Borrower in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value at the date of such designation of the Covenant Parties’ Borrower’s or its Subsidiary’s (as applicable) Investment in such Subsidiary. Maintenance of Ratings.SECTION 6.15 In respect of the Borrower, use commercially reasonable efforts to (i) cause each Facility to be continuously rated (but not any specific rating) by S&P and Xxxxx’x and (ii) maintain a public corporate rating (but not any specific rating) from S&P and a public corporate family rating (but not any specific rating) from Xxxxx’x. Post-

Designation of Subsidiaries. Xxxxxxx (with the consent of the Company) The Designated Company may at any time after the Pushdown Closing Date designate any Restricted Subsidiary of any Covenant Party (other than a Borrower) the Designated Company 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) immediately after giving effect to such designation, the Covenant Parties Designated Company shall be in compliance, on a Pro Forma Basis, with the covenants set forth in Section 7.11 Financial Performance Covenant (it being 189 1087312.03B-CHISR01A1209777.02-CHISR02A - MSW understood that if no Test Period cited in Section 7.11 has passed, the covenants in Section 7.11 for the first Test Period cited in such Section shall be satisfied as of the last four quarters ended andthat, as a condition precedent to the effectiveness of any such designation, Xxxxxxx the Designated Company shall deliver to the Administrative Agent a certificate of a Responsible Officer setting forth in reasonable detail the calculations demonstrating such compliance), (iii) none the Consolidated Interest Coverage Ratio for the most recently ended four fiscal quarter period for which financial statements have been delivered pursuant to Section 5.01(a) or (b) shall be greater than 2.00 to 1.00 on a Pro Forma Basis (it being understood that, as a condition precedent to the effectiveness of any such designation, the Covenant Parties may be designated as an Unrestricted SubsidiaryDesignated Company shall deliver to the Administrative Agent a certificate of a Responsible Officer setting forth in reasonable detail the calculations demonstrating such Consolidated Interest Coverage Ratio), (iv) no Subsidiary may be designated as an Unrestricted Subsidiary or continue as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of any of the Senior Subordinated DebtNotes, the Revolving Credit Agreement, any Additional Senior Unsecured Debt Secured Indebtedness, any Junior Secured Indebtedness or any Junior Financingother Indebtedness, as applicable, constituting Material Indebtedness, (v) no Restricted Subsidiary may be designated an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary and Subsidiary, (vi) if a Restricted Subsidiary is being designated as an Unrestricted Subsidiary hereunderunder this Section 5.16, the sum of (A) the fair market value of assets of such Subsidiary as of such date of designation (the “Designation Date”), as set forth on such Subsidiary’s most recent balance sheet, plus (B) the aggregate amount fair market value of assets of all Unrestricted Subsidiaries designated as Unrestricted Subsidiaries pursuant to this Section 6.14 5.16 prior to the Designation Date (in each case measured as of the date of each such Unrestricted Subsidiary’s designation as an Unrestricted Subsidiary) shall not exceed 5% of $500,000,000 in the Total Assets aggregate as of such Designation Date pro forma for such designation, (vii) no Restricted Subsidiary shall be a Subsidiary of an Unrestricted Subsidiary and (viii) no Co-Borrower (and no Person that directly or indirectly owns any Equity Interests of a Co-Borrower) may be designated as an Unrestricted Subsidiary. The designation of any Subsidiary as an Unrestricted Subsidiary under this Section 5.16 after the Closing Date shall constitute an Investment by the Covenant Parties Designated Company or its applicable Restricted Subsidiary therein at the date of designation in an amount equal to the net book fair market value of the Covenant Parties’ Designated Company’s or such Restricted Subsidiary’s (as applicable) investment 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 or Liens of such Subsidiary existing at such time and (ii) a return on any Investment by the Covenant Parties Designated Company or any of its Restricted Subsidiaries in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the lesser of (x) the fair market value at the date of such designation of the Covenant Parties’ Designated Company’s or its Restricted Subsidiary’s (as applicable) Investment in such Subsidiary and (y) the amount of Investments made by the Designated Company or its Restricted Subsidiaries in such Unrestricted Subsidiary from and after the date of such Subsidiary was designated as an Unrestricted Subsidiary.

Designation of Subsidiaries. Xxxxxxx (with the consent of the Company) The Borrower may at any time after the Pushdown Date designate any Restricted Subsidiary of any Covenant Party (other than a Borrower) the Borrower 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) immediately after giving effect to such designation, the Covenant Parties Borrower shall be in compliance, on a Pro Forma Basis, with the covenants covenant set forth in Section 7.11 (it being understood that if no Test Period cited in Section 7.11 has passed, the covenants covenant in Section 7.11 for the first Test Period cited in such Section shall be satisfied as of the last four quarters ended ended) if then in effect, and, as a condition precedent to the effectiveness of any such designation, Xxxxxxx the Borrower shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance), (iii) none of the Covenant Parties may be designated as an Unrestricted Subsidiary, (iv) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of the any Senior Subordinated Debt, the Senior Unsecured Debt Notes Documents or any Junior Financing, as applicable, and (viv) no Restricted Subsidiary may be designated an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary and (vi) if a Restricted Subsidiary is being designated as an Unrestricted Subsidiary hereunder, the sum of (A) the assets of such Subsidiary as of such date of designation (the “Designation Date”), as set forth on such Subsidiary’s most recent balance sheet, plus (B) the aggregate amount of assets of all Unrestricted Subsidiaries designated as Unrestricted Subsidiaries pursuant to this Section 6.14 prior to the Designation Date (in each case measured as of the date of each such Unrestricted Subsidiary’s designation as an Unrestricted Subsidiary) shall not exceed 5% of the Total Assets as of such Designation Date pro forma for such designation. The designation of any Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the Covenant Parties Borrower therein at the date of designation in an amount equal to the net book fair market value of the Covenant Parties’ Borrower’s or its Subsidiary’s (as applicable) investment 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 or Liens of such Subsidiary existing at such time and (ii) a return on any Investment by the Covenant Parties Borrower in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value at the date of such designation of the Covenant Parties’ Borrower’s or its Subsidiary’s (as applicable) Investment in such Subsidiary.