Common use of Designation of Subsidiaries Clause in Contracts

Designation of Subsidiaries. (a) The Borrower may at any time designate any Restricted Subsidiary acquired or formed after the Effective Date as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (a) no Default or Event of Default shall exist immediately prior or immediately after giving effect to such designation; (b) the Borrower shall have delivered to the Administrative Agent a Pro Forma Compliance Certificate demonstrating that after giving effect to such designation on a Pro Forma Basis, the Loan Parties would be in compliance with the financial covenants in Article VI measured as of the last day of the most recently ended Fiscal Quarter for which financial statements are required to have been delivered hereunder; (c) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if such Restricted Subsidiary or any of its Subsidiaries (i) owns any equity interests or Indebtedness of, or owns or holds any Liens on, any property of Holdings or any Restricted Subsidiary or (ii) Guarantees any Indebtedness of Holdings or any Restricted Subsidiary (after giving effect to the release of the Guarantee of the Obligations by such Subsidiary in connection with the designation of such Subsidiary as an Unrestricted Subsidiary); (d) any Unrestricted Subsidiary that has been re-designated as a Restricted Subsidiary may not subsequently be re-designated as an Unrestricted Subsidiary; and (e) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary unless concurrent with such designation such Restricted Subsidiary is designated as an “unrestricted subsidiary” (or otherwise not be subject to the covenants) under any Indebtedness.

Designation of Subsidiaries. (a) The Borrower may at any time designate any Restricted Subsidiary acquired Designate or formed after the Effective Date as an Unrestricted Subsidiary or redesignate any Unrestricted Subsidiary as a Restricted Subsidiary; provided that , or designate or redesignate any Restricted Subsidiary as an Unrestricted Subsidiary, unless (a) the Guarantor shall have given not less than ten (10) days’ prior written notice to the Lenders that the Board of Directors of the Guarantor 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 shall exist immediately prior or immediately would exist, (c) in the case of the designation of a Restricted Subsidiary as an Unrestricted Subsidiary and after giving effect to thereto, (i) such designation; Unrestricted Subsidiary so designated shall not, directly, or indirectly, hold or own any Indebtedness or Capital Stock of the Guarantor or any Restricted Subsidiary, and (bii) such designation shall be deemed a sale of assets and shall be permitted by the Borrower shall have delivered to provisions of Section 7.4, (d) in the Administrative Agent case of the designation of an Unrestricted Subsidiary as a Pro Forma Compliance Certificate demonstrating that Restricted Subsidiary and after giving effect to thereto, all outstanding Indebtedness and all existing Liens of such designation on a Pro Forma BasisRestricted Subsidiary so designated shall be permitted within the applicable limitations of Sections 7.1 and 7.2, (e) in the Loan Parties would be in compliance with the financial covenants in Article VI measured as case of the last day designation of the most recently ended Fiscal Quarter for which financial statements are required to have been delivered hereunder; (c) no a Restricted Subsidiary may be as an Unrestricted Subsidiary, such Restricted Subsidiary shall not at any time after the date of this Agreement have previously been designated as an Unrestricted Subsidiary if such Restricted Subsidiary or any more than once, and (f) in the case of its Subsidiaries (i) owns any equity interests or Indebtedness of, or owns or holds any Liens on, any property of Holdings or any Restricted Subsidiary or (ii) Guarantees any Indebtedness of Holdings or any Restricted Subsidiary (after giving effect to the release of the Guarantee of the Obligations by such Subsidiary in connection with the designation of such an Unrestricted Subsidiary as an Unrestricted a Restricted Subsidiary); (d) any , such Unrestricted Subsidiary that has shall not at any time after the date of this Agreement have previously been re-designated as a Restricted Subsidiary may not subsequently be re-designated as an Unrestricted Subsidiary; and (e) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary unless concurrent with such designation such Restricted Subsidiary is designated as an “unrestricted subsidiary” (or otherwise not be subject to the covenants) under any Indebtednessmore than once.

Designation of Subsidiaries. (a) The Borrower Holdings may at any time not designate any Restricted Subsidiary acquired or formed after the Effective Date as an Unrestricted Subsidiary or redesignate any Unrestricted Subsidiary as a Restricted Subsidiary; provided that , or designate or redesignate any Restricted Subsidiary as an Unrestricted Subsidiary, unless (a) Holdings shall have given not less than ten days’ prior written notice to the Lenders that the Board of Directors of Holdings 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 shall exist immediately prior or immediately would exist, (c) in the case of the designation of a Restricted Subsidiary as an Unrestricted Subsidiary and after giving effect to thereto, (i) such designation; Unrestricted Subsidiary so designated shall not, directly, or indirectly, hold or own any Indebtedness or Capital Stock of Holdings or any Restricted Subsidiary, and (bii) such designation shall be deemed a sale of assets and shall be permitted by the Borrower shall have delivered to provisions of Section 7.4, (d) in the Administrative Agent case of the designation of an Unrestricted Subsidiary as a Pro Forma Compliance Certificate demonstrating that Restricted Subsidiary and after giving effect to thereto, all outstanding Indebtedness and all existing Liens of such designation on a Pro Forma BasisRestricted Subsidiary so designated shall be permitted within the applicable limitations of Sections 7.1 and 7.2, (e) in the Loan Parties would be in compliance with the financial covenants in Article VI measured as case of the last day designation of the most recently ended Fiscal Quarter for which financial statements are required to have been delivered hereunder; (c) no a Restricted Subsidiary may be as an Unrestricted Subsidiary, such Restricted Subsidiary shall not at any time after the date of this Agreement have previously been designated as an Unrestricted Subsidiary if such Restricted Subsidiary or any more than once, and (f) in the case of its Subsidiaries (i) owns any equity interests or Indebtedness of, or owns or holds any Liens on, any property of Holdings or any Restricted Subsidiary or (ii) Guarantees any Indebtedness of Holdings or any Restricted Subsidiary (after giving effect to the release of the Guarantee of the Obligations by such Subsidiary in connection with the designation of such an Unrestricted Subsidiary as an Unrestricted a Restricted Subsidiary); (d) any , such Unrestricted Subsidiary that has shall not at any time after the date of this Agreement have previously been re-designated as a Restricted Subsidiary may not subsequently be re-designated as an Unrestricted Subsidiary; and (e) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary unless concurrent with such designation such Restricted Subsidiary is designated as an “unrestricted subsidiary” (or otherwise not be subject to the covenants) under any Indebtednessmore than once.

Designation of Subsidiaries. (a) The board of directors of the Borrower may at any time designate any Restricted Subsidiary acquired or formed after the Effective Date as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (a) immediately before and after such designation, no Default or Event of Default shall exist immediately prior or have occurred and be continuing, (b) immediately after giving effect to such designation; (b) , the Borrower and the Restricted Subsidiaries shall have delivered to the Administrative Agent a Pro Forma Compliance Certificate demonstrating that after giving effect to such designation be in compliance, on a Pro Forma Basis, the Loan Parties would be in compliance with the financial covenants set forth in Article VI measured as Section 9.11 of the last day Term Loan Credit Agreement (and, as a condition precedent to the effectiveness of any such designation, the most recently ended Fiscal Quarter for which financial statements are required Borrower shall deliver to have been delivered hereunder; the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance), (c) the Borrower may not be designated as an Unrestricted Subsidiary and (d) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if such it is a “Restricted Subsidiary Subsidiary” for the purposes of any Senior Subordinated Notes Document or the Term Loan Credit Document or any of its Subsidiaries (i) owns any equity interests or Permitted Refinancing Indebtedness of, or owns or holds any Liens on, any property of Holdings or any Restricted Subsidiary or (ii) Guarantees any Indebtedness of Holdings or any Restricted Subsidiary (after giving effect incurred to the release of the Guarantee of the Obligations by Refinance such Subsidiary in connection with the Indebtedness. The designation of such any Subsidiary as an Unrestricted Subsidiary); Subsidiary shall constitute an Investment by the Borrower therein at the date of designation in an amount equal to the net book value of the Borrower’s (das applicable) investment therein. The designation of any Unrestricted Subsidiary that has been re-designated as a Restricted Subsidiary may not subsequently be re-designated as an Unrestricted Subsidiary; and (e) no Restricted shall constitute the incurrence at the time of designation of any Indebtedness or Liens of such Subsidiary may be designated as an Unrestricted Subsidiary unless concurrent with existing at such designation such Restricted Subsidiary is designated as an “unrestricted subsidiary” (or otherwise not be subject to the covenants) under any Indebtednesstime.

Designation of Subsidiaries. (a) The Borrower Holdings may at any time not designate any Restricted Subsidiary acquired or formed after the Effective Date as an Unrestricted Subsidiary or redesignate any Unrestricted Subsidiary as a Restricted Subsidiary; provided that , or designate or redesignate any Restricted Subsidiary as an Unrestricted Subsidiary, unless (a) Holdings shall have given not less than ten (10) days’ prior written notice to the Lenders that the Board of Directors of Holdings 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 shall exist immediately prior or immediately would exist, (c) in the case of the designation of a Restricted Subsidiary as an Unrestricted Subsidiary and after giving effect to thereto, (i) such designation; Unrestricted Subsidiary so designated shall not, directly, or indirectly, hold or own any Indebtedness or Capital Stock of Holdings or any Restricted Subsidiary, and (bii) such designation shall be deemed a sale of assets and shall be permitted by the Borrower shall have delivered to provisions of Section 7.4, (d) in the Administrative Agent case of the designation of an Unrestricted Subsidiary as a Pro Forma Compliance Certificate demonstrating that Restricted Subsidiary and after giving effect to thereto, all outstanding Indebtedness and all existing Liens of such designation on a Pro Forma BasisRestricted Subsidiary so designated shall be permitted within the applicable limitations of Sections 7.1 and 7.2, (e) in the Loan Parties would be in compliance with the financial covenants in Article VI measured as case of the last day designation of the most recently ended Fiscal Quarter for which financial statements are required to have been delivered hereunder; (c) no a Restricted Subsidiary may be as an Unrestricted Subsidiary, such Restricted Subsidiary shall not at any time after the date of this Agreement have previously been designated as an Unrestricted Subsidiary if such Restricted Subsidiary or any more than once, and (f) in the case of its Subsidiaries (i) owns any equity interests or Indebtedness of, or owns or holds any Liens on, any property of Holdings or any Restricted Subsidiary or (ii) Guarantees any Indebtedness of Holdings or any Restricted Subsidiary (after giving effect to the release of the Guarantee of the Obligations by such Subsidiary in connection with the designation of such an Unrestricted Subsidiary as an Unrestricted a Restricted Subsidiary); (d) any , such Unrestricted Subsidiary that has shall not at any time after the date of this Agreement have previously been re-designated as a Restricted Subsidiary may not subsequently be re-designated as an Unrestricted Subsidiary; and (e) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary unless concurrent with such designation such Restricted Subsidiary is designated as an “unrestricted subsidiary” (or otherwise not be subject to the covenants) under any Indebtednessmore than once.

Designation of Subsidiaries. (a) The Borrower Company may at any time designate any Restricted Subsidiary acquired or formed after the Effective Date as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (ai) no Default or Event of Default shall exist immediately prior or immediately after giving effect to such designation; (bii) the Borrower Company shall have delivered to the Administrative Agent a Pro Forma Compliance Certificate demonstrating that after giving effect to such designation on a Pro Forma Basis, the Loan Parties would be in compliance with the financial covenants in Article VI measured as of the last day of the most recently ended Fiscal Quarter for which financial statements are required to have been delivered hereunderPro Forma Compliance; (ciii) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if such Restricted Subsidiary or any of its Subsidiaries (iA) owns any equity interests Equity Interests or Indebtedness of, or owns or holds any Liens on, any property of Holdings the Company or any Restricted Subsidiary or (iiB) Guarantees any Indebtedness of Holdings the Company or any Restricted Subsidiary (after giving effect to the release of the Guarantee of the Obligations by such Subsidiary in connection with the designation of such Subsidiary as an Unrestricted Subsidiary); (div) any Unrestricted Subsidiary that has been re-designated as a Restricted Subsidiary may not subsequently be re-designated as an Unrestricted Subsidiary; (v) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if such Person were a Restricted Subsidiary on the Closing Date; and (evi) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary unless concurrent with such designation such Restricted Subsidiary is designated as an “unrestricted subsidiary” (or otherwise not be subject to the covenants) under any Additional Indebtedness.

Designation of Subsidiaries. (a) The Borrower may at any time designate any Restricted Subsidiary acquired or formed after the Effective Date as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided provided, that (a) other than in the case of the designation of a joint venture in existence on the Closing Date that thereafter becomes a Subsidiary (an “Excluded Unrestricted Subsidiary”), immediately before and after such designation, no Default or Event of Default shall exist immediately prior or have occurred and be continuing, (b) other than in the case of the designation of an Excluded Unrestricted Subsidiary, immediately after giving effect to such designation; (b) , Holdings, the Borrower and the Restricted Subsidiaries shall have delivered to the Administrative Agent a Pro Forma Compliance Certificate demonstrating that after giving effect to such designation be in compliance, on a Pro Forma Basis, the Loan Parties would be in compliance with the financial covenants set forth in Article VI measured as of the last day of the most recently ended Fiscal Quarter for which financial statements are required to have been delivered hereunder; Section 7.10, (c) the Borrower shall not be designated as an Unrestricted Subsidiary, and (d) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if such it is a “Restricted Subsidiary or Subsidiary” for the purpose of any of its Subsidiaries (i) owns any equity interests or Indebtedness of, or owns or holds any Liens on, any property of Holdings or any Restricted Subsidiary or (ii) Guarantees any Indebtedness of Holdings or any Restricted Subsidiary (after giving effect to the release of the Guarantee of the Obligations by such Subsidiary in connection with the Permitted Subordinated Indebtedness. The designation of such any Subsidiary as an Unrestricted Subsidiary); Subsidiary shall constitute an Investment by the applicable Restricted Companies therein at the date of designation in an amount equal to the net book value (dor, in the case of any guarantee or similar Investment, the amount) of the Restricted Companies’ Investments therein. If any Person becomes a Restricted Subsidiary on any date after the Closing Date (including by redesignation of an Unrestricted Subsidiary that has been re-designated as a Restricted Subsidiary may not subsequently Subsidiary), the Indebtedness of such Person outstanding on such date will be re-designated as an Unrestricted Subsidiary; and (e) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary unless concurrent with deemed to have been incurred by such designation Person on such Restricted Subsidiary is designated as an “unrestricted subsidiary” (or otherwise date for purposes of Section 7.03, but will not be subject to considered the covenants) under any Indebtednesssale or issuance of Equity Interests for purposes of Section 7.05.

Designation of Subsidiaries. (a) The board of directors of the Borrower may at any time designate any Restricted Subsidiary acquired or formed after the Effective Date as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (a) immediately before and after such designation, no Default or Event of Default shall exist immediately prior or have occurred and be continuing, (b) immediately after giving effect to such designation; (b) , the Borrower and the Restricted Subsidiaries shall have delivered to the Administrative Agent a Pro Forma Compliance Certificate demonstrating that after giving effect to such designation be in compliance, on a Pro Forma Basis, the Loan Parties would be in compliance with the financial covenants set forth in Article VI measured Section 9.11 (and, as a condition precedent to the effectiveness of any such designation, the last day of Borrower shall deliver to the most recently ended Fiscal Quarter for which financial statements are required to have been delivered hereunder; Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance), (c) the Borrower may not be designated as an Unrestricted Subsidiary and (d) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if such it is a “Restricted Subsidiary Subsidiary” for the purposes of any Senior Subordinated Notes Document or the Revolving Credit Document or any of its Subsidiaries (i) owns any equity interests or Permitted Refinancing Indebtedness of, or owns or holds any Liens on, any property of Holdings or any Restricted Subsidiary or (ii) Guarantees any Indebtedness of Holdings or any Restricted Subsidiary (after giving effect incurred to the release of the Guarantee of the Obligations by Refinance such Subsidiary in connection with the Indebtedness. The designation of such any Subsidiary as an Unrestricted Subsidiary); Subsidiary shall constitute an Investment by the Borrower therein at the date of designation in an amount equal to the net book value of the Borrower’s (das applicable) investment therein. The designation of any Unrestricted Subsidiary that has been re-designated as a Restricted Subsidiary may not subsequently be re-designated as an Unrestricted Subsidiary; and (e) no Restricted shall constitute the incurrence at the time of designation of any Indebtedness or Liens of such Subsidiary may be designated as an Unrestricted Subsidiary unless concurrent with existing at such designation such Restricted Subsidiary is designated as an “unrestricted subsidiary” (or otherwise not be subject to the covenants) under any Indebtednesstime.

Designation of Subsidiaries. (a) The Borrower board of directors of Holdings may at any time designate any Restricted Subsidiary acquired or formed after the Effective Date as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (ai) immediately before and after such designation, no Default or Event of Default shall exist immediately prior or have occurred and be continuing, (ii) immediately after giving effect to such designation; (b) , the Borrower Company and the Restricted Subsidiaries shall have delivered to the Administrative Agent a Pro Forma Compliance Certificate demonstrating that after giving effect to such designation be in compliance, on a Pro Forma Basis, the Loan Parties would be in compliance with the financial covenants set forth in Article VI measured Section 7.11(a) and (b) (and, as a condition precedent to the effectiveness of any such designation, the Company shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance), (iii) no Subsidiary may be designated as an Unrestricted Subsidiary if such Subsidiary is the Borrower, (iv) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of the last day Existing Notes, the New Notes, any Junior Financing or any Permitted Refinancing of any of the most recently ended Fiscal Quarter for which financial statements are required to have been delivered hereunder; foregoing, as applicable, and (cv) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if such Restricted Subsidiary or any of its Subsidiaries (i) owns any equity interests or Indebtedness of, or owns or holds any Liens on, any property of Holdings or any Restricted Subsidiary or (ii) Guarantees any Indebtedness of Holdings or any Restricted Subsidiary (after giving effect to the release of the Guarantee of the Obligations by such Subsidiary in connection with the it was previously designated an Unrestricted Subsidiary. The designation of such any Subsidiary as an Unrestricted Subsidiary); Subsidiary shall constitute an Investment by the Company therein at the date of designation in an amount equal to the net book value of the Company’s (das applicable) investment therein. The designation of any Unrestricted Subsidiary that has been re-designated as a Restricted Subsidiary may not subsequently be re-designated as an Unrestricted Subsidiary; and (e) no Restricted shall constitute the incurrence at the time of designation of any Indebtedness or Liens of such Subsidiary may be designated as an Unrestricted Subsidiary unless concurrent with existing at such designation such Restricted Subsidiary is designated as an “unrestricted subsidiary” (or otherwise not be subject to the covenants) under any Indebtednesstime.

Designation of Subsidiaries. (a) The Borrower Holdings may at any time not designate any Restricted Subsidiary acquired or formed after the Effective Date as an Unrestricted Subsidiary or redesignate any Unrestricted Subsidiary as a Restricted Subsidiary; provided that , or designate or redesignate any Restricted Subsidiary as an Unrestricted Subsidiary, unless (a) Holdings shall have given not less than ten (10) days' prior written notice to the Lenders that the Board of Directors of Holdings 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 shall exist immediately prior or immediately would exist, (c) in the case of the designation of a Restricted Subsidiary as an Unrestricted Subsidiary and after giving effect to thereto, (i) such designation; Unrestricted Subsidiary so designated shall not, directly, or indirectly, own any Indebtedness or Capital Stock of Holdings or any Restricted Subsidiary, and (bii) such designation shall be deemed a sale of assets and shall be permitted by the Borrower shall have delivered to provisions of Section 7.4, (d) in the Administrative Agent case of the designation of an Unrestricted Subsidiary as a Pro Forma Compliance Certificate demonstrating that Restricted Subsidiary and after giving effect to thereto, (i) all outstanding Indebtedness of such designation on a Pro Forma BasisRestricted Subsidiary so designated shall be permitted within the applicable limitations of Section 7.1, and (ii) all existing Liens of such Restricted Subsidiary so designated shall be permitted within the Loan Parties would be applicable limitations of Section 7.2, (e) in compliance with the financial covenants in Article VI measured as case of the last day designation of the most recently ended Fiscal Quarter for which financial statements are required to have been delivered hereunder; (c) no a Restricted Subsidiary may be as an Unrestricted Subsidiary, such Restricted Subsidiary shall not at any time after the date of this Agreement have previously been designated as an Unrestricted Subsidiary if such Restricted Subsidiary or any more than once, and (f) in the case of its Subsidiaries (i) owns any equity interests or Indebtedness of, or owns or holds any Liens on, any property of Holdings or any Restricted Subsidiary or (ii) Guarantees any Indebtedness of Holdings or any Restricted Subsidiary (after giving effect to the release of the Guarantee of the Obligations by such Subsidiary in connection with the designation of such Subsidiary as an Unrestricted Subsidiary); (d) any Unrestricted Subsidiary that has been re-designated as a Restricted Subsidiary, such Unrestricted Subsidiary may shall not subsequently be re-at any time after the date of this Agreement have previously been designated as an Unrestricted Subsidiary; and (e) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary unless concurrent with such designation such Restricted Subsidiary is designated as an “unrestricted subsidiary” (or otherwise not be subject to the covenants) under any Indebtednessmore than once.

Designation of Subsidiaries. (a) The Borrower Company may at any time designate any Restricted Subsidiary acquired or formed after the Effective Date as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (a) other than in the case of the designation of (x) a Joint Venture in existence on the Seventh Restatement Effective Date that thereafter becomes a Subsidiary or (y) a Securitization Vehicle (each, an “Excluded Unrestricted Subsidiary”), immediately before and after such designation, no Default or Event shall have occurred and be continuing, (b) other than in the case of Default shall exist immediately prior or the designation of an Excluded Unrestricted Subsidiary, immediately after giving effect to such designation; (b) , the Borrower Company and its Restricted Subsidiaries shall have delivered to the Administrative Agent a Pro Forma Compliance Certificate demonstrating that after giving effect to such designation be in compliance, on a Pro Forma Basis, the Loan Parties would be in compliance with the financial covenants set forth in Article VI measured Section 7.07 (and, as a condition precedent to the effectiveness of any such designation, the last day of Company shall deliver to the most recently ended Fiscal Quarter for which financial statements are required to have been delivered hereunder; Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance) and (c) no Restricted Subsidiary Borrower may be designated as an Unrestricted Subsidiary if such Restricted Subsidiary or Subsidiary. The designation of any of its Subsidiaries (i) owns any equity interests or Indebtedness of, or owns or holds any Liens on, any property of Holdings or any Restricted Subsidiary or (ii) Guarantees any Indebtedness of Holdings or any Restricted Subsidiary (after giving effect to the release of the Guarantee of the Obligations by such Subsidiary in connection with the designation of such Subsidiary as an Unrestricted Subsidiary); (dother than a Securitization Vehicle) any Unrestricted Subsidiary that has been re-designated as a Restricted Subsidiary may not subsequently be re-designated as an Unrestricted Subsidiary; and (e) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary unless concurrent with such shall constitute an Investment by the applicable Restricted Companies therein at the date of designation such in an amount equal to the net book value (or, in the case of any guarantee or similar Investment, the amount) of the Restricted Companies’ Investments therein. If any Person becomes a Restricted Subsidiary is designated on any date after the Seventh Restatement Effective Date (including by redesignation of an Unrestricted Subsidiary as an “unrestricted subsidiary” (or otherwise not a Restricted Subsidiary), the Indebtedness of such Person outstanding on such date will be subject deemed to the covenants) under any Indebtednesshave been incurred by such Person on such date for purposes of Section 7.03.

Designation of Subsidiaries. (a) The Borrower may at any time designate any Restricted Subsidiary acquired or formed after the Effective Date as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (a) other than in the case of the designation of a joint venture in existence on the Closing Date that thereafter becomes a Subsidiary (an “Excluded Unrestricted Subsidiary”), immediately before and after such designation, no Default or Event shall have occurred and be continuing, (b) other than in the case of Default shall exist immediately prior or the designation of an Excluded Unrestricted Subsidiary, immediately after giving effect to such designation; (b) , Holdings, the Borrower and the Restricted Subsidiaries shall have delivered to the Administrative Agent a Pro Forma Compliance Certificate demonstrating that after giving effect to such designation be in compliance, on a Pro Forma Basis, the Loan Parties would be in compliance with the financial covenants set forth in Article VI measured as of the last day of the most recently ended Fiscal Quarter for which financial statements are required to have been delivered hereunder; Section 7.10, (c) the Borrower shall not be designated as an Unrestricted Subsidiary, and (d) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if such it is a “Restricted Subsidiary or Subsidiary” for the purpose of any of its Subsidiaries (i) owns any equity interests or Indebtedness of, or owns or holds any Liens on, any property of Holdings or any Restricted Subsidiary or (ii) Guarantees any Indebtedness of Holdings or any Restricted Subsidiary (after giving effect to the release of the Guarantee of the Obligations by such Subsidiary in connection with the Permitted Subordinated Indebtedness. The designation of such any Subsidiary as an Unrestricted Subsidiary); Subsidiary shall constitute an Investment by the applicable Restricted Companies therein at the date of designation in an amount equal to the net book value (dor, in the case of any guarantee or similar Investment, the amount) of the Restricted Companies’ Investments therein. If any Unrestricted Subsidiary that has been re-designated as Person becomes a Restricted Subsidiary may not subsequently be re-designated as an Unrestricted Subsidiary; and on any date after the Closing Date (e) no Restricted Subsidiary may be designated as including by redesignation of an Unrestricted Subsidiary unless concurrent with such designation such Restricted Subsidiary is designated as an “unrestricted subsidiary” (or otherwise not be subject to the covenants) under any Indebtedness.a Restricted

Designation of Subsidiaries. (a) The Board of Directors of the Borrower may at any time (i) designate any Restricted Subsidiary acquired or formed after the Effective Date as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary or (ii) designate any Qualified Restricted Subsidiary as, or otherwise cause or permit any such Qualified Restricted Subsidiary to become, a Restricted Subsidiary that is not a Qualified Restricted Subsidiary; provided that (aA) immediately before and after such designation or other action, no Default shall have occurred and be continuing, (B) no Default or Event of Default shall exist immediately prior or immediately after giving effect to such designation; (b) the Borrower shall have delivered to the Administrative Agent a Pro Forma Compliance Certificate demonstrating that after giving effect to such designation on a Pro Forma Basis, the Loan Parties would be in compliance with the financial covenants in Article VI measured as of the last day of the most recently ended Fiscal Quarter for which financial statements are required to have been delivered hereunder; (c) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if if, after such designation, it would be a “Restricted Subsidiary” for the purpose of the Senior Notes, the Senior Subordinated Notes or any other Junior Financing and (C) except in the case of a designation involving an Insurance Subsidiary or any Securitization Subsidiary, the Consolidated EBITDA of its the Borrower and the Restricted Subsidiaries for the most recently ended Test Period prior to such designation (i) owns any equity interests or Indebtedness of, or owns or holds any Liens on, any property of Holdings or any Restricted Subsidiary or (ii) Guarantees any Indebtedness of Holdings or any Restricted Subsidiary (and after giving effect to the release such designation) shall constitute at least 85.0% of Consolidated EBITDA of the Guarantee Borrower and all of the Obligations by its Subsidiaries for such Subsidiary in connection with the Test Period. The designation of such Subsidiary as an Unrestricted Subsidiary); (d) any Unrestricted Subsidiary that has been re-designated as a Restricted Subsidiary may not subsequently be re-designated as an Unrestricted Subsidiary; and (e) no Restricted shall constitute the incurrence at the time of designation of any Indebtedness or Liens of such Subsidiary may be designated as an Unrestricted Subsidiary unless concurrent with existing at such designation such Restricted Subsidiary is designated as an “unrestricted subsidiary” (or otherwise not be subject to the covenants) under any Indebtednesstime.

Designation of Subsidiaries. (a) The Borrower may at any time designate any Restricted Subsidiary acquired or formed after the Effective Date as to be an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that if (ai) no Default or Event of Default shall exist immediately prior is continuing or immediately after giving effect to such designation; would result therefrom and (bii) the Borrower shall have delivered to the Administrative Agent a Pro Forma Compliance Certificate demonstrating that after giving effect to such designation Total Net Leverage Ratio, calculated on a Pro Forma Basis, would not exceed 3.50 to 1.00. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the Loan Parties would aggregate fair market value of all outstanding Investments owned by the Borrower and its Restricted Subsidiaries in the Subsidiary designated as an Unrestricted Subsidiary will be in compliance with the financial covenants in Article VI measured deemed to be an Investment made as of the last day time of the most recently ended Fiscal Quarter designation and will reduce the amount available for which financial statements are required to have been delivered hereunder; Restricted Payments as described in Section 7.06 herein or under one or more clauses of the definition of Permitted Investments, as determined by the Borrower (c) no and shall only be permitted if such Investment would be permitted). That designation will only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. No Restricted Subsidiary may be designated as an Unrestricted Subsidiary if such it is a “Restricted Subsidiary or Subsidiary” for the purposes of any of its Subsidiaries (i) owns any equity interests or Indebtedness of, or owns or holds any Liens on, any property of Holdings or any Restricted Subsidiary or (ii) Guarantees any Indebtedness of Holdings or any Restricted Subsidiary (after giving effect to the release of the Guarantee of the Obligations by such Subsidiary in connection with the designation of such Subsidiary as an Unrestricted Subsidiary); (d) Junior Indebtedness. The Borrower may redesignate any Unrestricted Subsidiary that has been re-designated as to be a Restricted Subsidiary may not subsequently be re-designated as an Unrestricted Subsidiary; and (e) if no Restricted Subsidiary may be designated as an Event of Default is continuing or would result therefrom. No Unrestricted Subsidiary unless concurrent with such designation such Restricted Subsidiary is designated as an “unrestricted subsidiary” (or otherwise not shall be subject permitted to the covenants) under any Indebtedness.own

Designation of Subsidiaries. (a) The Borrower may at any time designate any Restricted Subsidiary acquired or formed after the Effective Date (other than FMC) as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (a) no Default or Event of Default shall exist immediately prior or immediately after giving effect to such designation; (bi) the Borrower designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall have delivered constitute the incurrence at the time of designation of any Indebtedness or Liens of such Subsidiary existing at such time, (ii) the designation of such Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the applicable Group Members therein at the date of designation in an amount equal to the Administrative Agent a Pro Forma Compliance Certificate demonstrating that after giving effect to fair market value of each such designation on a Pro Forma BasisGroup Member’s Investment in such Subsidiary, the Loan Parties would be in compliance with the financial covenants in Article VI measured as of the last day of the most recently ended Fiscal Quarter for which financial statements are required to have been delivered hereunder; (ciii) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if such Restricted Subsidiary or any of its Subsidiaries (i) owns any equity interests or Indebtedness of, or owns or holds any Liens on, any property of Holdings or any Restricted Subsidiary or (ii) Guarantees any Indebtedness of Holdings or any Restricted Subsidiary (after giving effect to the release of the Guarantee of the Obligations by such Subsidiary in connection with the designation of such Subsidiary as it was previously designated an Unrestricted Subsidiary); , (d) any Unrestricted Subsidiary that has been re-designated as a Restricted Subsidiary may not subsequently be re-designated as an Unrestricted Subsidiary; and (eiv) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary unless concurrent with if, after such designation designation, it would be a “Restricted Subsidiary” for the purpose of any Incremental Equivalent Debt, any Permitted First Priority Refinancing Debt, any Permitted Second Priority Refinancing Debt, any Permitted Unsecured Refinancing Debt or any other Indebtedness of any Loan Party in excess of $125,000,000 and (v) immediately before and after any such Restricted Subsidiary is designated as an “unrestricted subsidiary” (or otherwise not designation, no Event of Default shall have occurred and be subject to the covenants) under any Indebtednesscontinuing.

Designation of Subsidiaries. (a) The Borrower may at any time designate any Restricted Subsidiary acquired or formed after the Effective Date as an Unrestricted Subsidiary or redesignate any Unrestricted Subsidiary as a Restricted SubsidiarySubsidiary and may designate or redesignate any Restricted Subsidiary as an Unrestricted Subsidiary only with the prior written consent of the Required Lenders; provided provided, that (a) no Default or Event any such designation of Default a Restricted Subsidiary (other than a Restricted Subsidiary that is an SPE) as an Unrestricted Subsidiary shall exist immediately be subject to the prior or immediately after giving effect to such designation; written approval of the Required Lenders, (b) any such Subsidiary designated as an Unrestricted Subsidiary shall not, directly or indirectly, own any Indebtedness or capital stock of the Borrower or any Restricted Subsidiary, (c) the designation of such Restricted Subsidiary (other than a Restricted Subsidiary that is an SPE) as an Unrestricted Subsidiary shall have be deemed to be a sale or other disposition of assets to be consummated within the limitations of Section 6.05(b)(iii) and (d) no such designation or redesignation shall be effective unless the Borrower has delivered to the Administrative Agent written notice thereof together with a Pro Forma Compliance Certificate demonstrating that after giving effect to such designation on certification by a Pro Forma Basis, the Loan Parties would be in compliance with the financial covenants in Article VI measured as Responsible Officer of the last day of Borrower that the most recently ended Fiscal Quarter for which financial statements are required to requirements set forth in this Section 6.07 have been delivered hereunder; (c) no Restricted Subsidiary may be designated as satisfied. For the avoidance of doubt, upon and following the designation of an Unrestricted Subsidiary if such Restricted Subsidiary or any of its Subsidiaries (i) owns any equity interests or Indebtedness of, or owns or holds any Liens on, any property of Holdings or any Restricted Subsidiary or (ii) Guarantees any Indebtedness of Holdings or any Restricted Subsidiary (after giving effect to the release of the Guarantee of the Obligations by such Subsidiary in connection with the designation of such Subsidiary as an Unrestricted Subsidiary); (d) any Unrestricted Subsidiary that has been re-designated as a Restricted Subsidiary may not subsequently be re-designated as an Unrestricted Subsidiary; and (e) no after giving effect thereto, each Restricted Subsidiary may be so designated as an Unrestricted Subsidiary unless concurrent with such designation such Restricted Subsidiary is designated as an “unrestricted subsidiary” (or otherwise not shall be subject to the covenants) under any Indebtednessprovisions of this Agreement which apply to Restricted Subsidiaries.

Designation of Subsidiaries. (a) The Board of Directors of the Borrower may at any time (i) designate any Restricted Subsidiary acquired or formed after the Effective Date as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary or (ii) designate any Qualified Restricted Subsidiary as, or otherwise cause or permit any such Qualified Restricted Subsidiary to become, a Restricted Subsidiary that is not a Qualified Restricted Subsidiary; provided that (aA) immediately before and after such designation or other action, no Default shall have occurred and be continuing, (B) no Default or Event of Default shall exist immediately prior or immediately after giving effect to such designation; (b) the Borrower shall have delivered to the Administrative Agent a Pro Forma Compliance Certificate demonstrating that after giving effect to such designation on a Pro Forma Basis, the Loan Parties would be in compliance with the financial covenants in Article VI measured as of the last day of the most recently ended Fiscal Quarter for which financial statements are required to have been delivered hereunder; (c) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if if, after such designation, it would be a “Restricted Subsidiary” for the purpose of the Senior Unsecured Notes or any other Junior Financing and (C) except in the case of a designation involving an Insurance Subsidiary or any Securitization Subsidiary, the Consolidated EBITDA-NCI of its the Borrower and the Restricted Subsidiaries for the most recently ended Test Period prior to such designation (i) owns any equity interests or Indebtedness of, or owns or holds any Liens on, any property of Holdings or any Restricted Subsidiary or (ii) Guarantees any Indebtedness of Holdings or any Restricted Subsidiary (and after giving effect to the release such designation) shall constitute at least 85.0% of Consolidated EBITDA-NCI of the Guarantee Borrower and all of the Obligations by its Subsidiaries for such Subsidiary in connection with the Test Period. The designation of such Subsidiary as an Unrestricted Subsidiary); (d) any Unrestricted Subsidiary that has been re-designated as a Restricted Subsidiary may not subsequently be re-designated as an Unrestricted Subsidiary; and (e) no Restricted shall constitute the incurrence at the time of designation of any Indebtedness or Liens of such Subsidiary may be designated as an Unrestricted Subsidiary unless concurrent with existing at such designation such Restricted Subsidiary is designated as an “unrestricted subsidiary” (or otherwise not be subject to the covenants) under any Indebtednesstime.

Designation of Subsidiaries. (a) The Borrower may at any time With respect to Holdings, designate any Restricted Subsidiary acquired or formed after the Effective Date as an Unrestricted Subsidiary or redesignate any Unrestricted Subsidiary as a Restricted Subsidiary; provided that , or designate or redesignate any Restricted Subsidiary as an Unrestricted Subsidiary, unless (a) Holdings shall have given not less than ten (10) days’ prior written notice to the Lenders that the Board of Directors of Holdings 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 shall exist immediately prior or immediately would exist, (c) in the case of the designation of a Restricted Subsidiary as an Unrestricted Subsidiary and after giving effect to thereto, (i) such designation; Unrestricted Subsidiary so designated shall not, directly or indirectly, own any Indebtedness or Capital Stock of Holdings or any Restricted Subsidiary, and (bii) such designation shall be deemed a sale of assets and shall be permitted by the Borrower shall have delivered to provisions of Section 6.4, (d) in the Administrative Agent case of the designation of an Unrestricted Subsidiary as a Pro Forma Compliance Certificate demonstrating that Restricted Subsidiary and after giving effect to thereto, (i) all outstanding Indebtedness of such designation on a Pro Forma BasisRestricted Subsidiary so designated shall be permitted within the applicable limitations of Section 6.1, and (ii) all existing Liens of such Restricted Subsidiary so designated shall be permitted within the Loan Parties would be applicable limitations of Section 6.2, (e) in compliance with the financial covenants in Article VI measured as case of the last day designation of the most recently ended Fiscal Quarter for which financial statements are required to have been delivered hereunder; (c) no a Restricted Subsidiary may be as an Unrestricted Subsidiary, such Restricted Subsidiary shall not at any time after the date of this Agreement have previously been designated as an Unrestricted Subsidiary if such Restricted Subsidiary or any more than once, and (f) in the case of its Subsidiaries (i) owns any equity interests or Indebtedness of, or owns or holds any Liens on, any property of Holdings or any Restricted Subsidiary or (ii) Guarantees any Indebtedness of Holdings or any Restricted Subsidiary (after giving effect to the release of the Guarantee of the Obligations by such Subsidiary in connection with the designation of such Subsidiary as an Unrestricted Subsidiary); (d) any Unrestricted Subsidiary that has been re-designated as a Restricted Subsidiary, such Unrestricted Subsidiary may shall not subsequently be re-at any time after the date of this Agreement have previously been designated as an Unrestricted Subsidiary; and (e) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary unless concurrent with such designation such Restricted Subsidiary is designated as an “unrestricted subsidiary” (or otherwise not be subject to the covenants) under any Indebtednessmore than once.

Designation of Subsidiaries. (a) The board of directors of the Borrower may at any time designate any Restricted Subsidiary acquired or formed after the Effective Date (other than a Broadcast License Subsidiary) as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (ai) immediately before and after such designation, no Default or Event of Default shall exist immediately prior or immediately after giving effect to such designation; have occurred and be continuing, (b) the Borrower shall have delivered to the Administrative Agent a Pro Forma Compliance Certificate demonstrating that after giving effect to such designation on a Pro Forma Basis, the Loan Parties would be in compliance with the financial covenants in Article VI measured as of the last day of the most recently ended Fiscal Quarter for which financial statements are required to have been delivered hereunder; (cii) no Subsidiary may be designated as an Unrestricted Subsidiary if it has Indebtedness with recourse to Parent or any of its Restricted Subsidiaries, (ii) no Subsidiary may be designated as an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary, (iv) no Subsidiary may be designated as an Unrestricted Subsidiary if it is party to any agreement or contract with Parent or any of its Restricted Subsidiaries, unless the terms of such agreement are no less favorable to Parent or such Restricted Subsidiary, as applicable, than those that might be obtained from an unaffiliated third-party, (v) no Subsidiary may be designated as an Unrestricted Subsidiary if such Restricted Subsidiary is a Person with respect to which Parent or any of its Restricted Subsidiaries has any direct or indirect obligation to make capital contributions or to maintain such Subsidiary’s financial condition and (ivi) owns no Unrestricted Subsidiary may engage in any equity interests or Indebtedness of, or owns or holds any Liens on, any property of Holdings or any Restricted Subsidiary or transaction described in subsections 8.8 (ii) Guarantees any Indebtedness of Holdings or any Restricted Subsidiary (after giving effect with respect to the release prepayment of any Senior Notes) or 8.15 if the Guarantee of the Obligations by Borrower is prohibited from engaging in such Subsidiary in connection with the designation of such Subsidiary as an Unrestricted Subsidiary); (d) any Unrestricted Subsidiary that has been re-designated as a Restricted Subsidiary may not subsequently be re-designated as an Unrestricted Subsidiary; and (e) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary unless concurrent with such designation such Restricted Subsidiary is designated as an “unrestricted subsidiary” (or otherwise not be subject to the covenants) under any Indebtednesstransaction.

Designation of Subsidiaries. (a) The board of directors of the Lead Borrower may at any time designate any Restricted Subsidiary acquired or formed after the Effective Date as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (ai) immediately before and after such designation, no Default or Event of Default shall exist immediately prior or immediately have occurred and be continuing, (ii) after giving effect to such designation; (b) , the Borrower Payment Conditions shall have delivered to been satisfied, (iii) no Subsidiary may be designated as an Unrestricted Subsidiary if such Subsidiary is a Borrower or if such Subsidiary owns any property of the Administrative Agent a Pro Forma Compliance Certificate demonstrating that after giving effect to such designation on a Pro Forma Basistype (e.g., Inventory and Accounts) included in the Tranche A Borrowing Base, the Loan Parties would FILO Borrowing Base or, if applicable, the ABL Term Borrowing Base, (iv) no Subsidiary may be in compliance with designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the financial covenants in Article VI measured as purpose of the last day of Senior Notes, the most recently ended Fiscal Quarter for which financial statements are required to have been delivered hereunder; Term Loan Facility or any Junior Financing, as applicable, and (cv) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if such Restricted Subsidiary or any of its Subsidiaries (i) owns any equity interests or Indebtedness of, or owns or holds any Liens on, any property of Holdings or any Restricted Subsidiary or (ii) Guarantees any Indebtedness of Holdings or any Restricted Subsidiary (after giving effect to the release of the Guarantee of the Obligations by such Subsidiary in connection with the it was previously designated an Unrestricted Subsidiary. The designation of such any Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Lead Borrower therein at the date of designation in an amount equal to the net book value of the Lead Borrower’s or Restricted Subsidiary); ’s (das applicable) investment therein. The designation of any Unrestricted Subsidiary that has been re-designated as a Restricted Subsidiary may not subsequently be re-designated as an Unrestricted Subsidiary; and (e) no Restricted shall constitute the incurrence at the time of designation of any Indebtedness or Liens of such Subsidiary may be designated as an Unrestricted Subsidiary unless concurrent with existing at such designation such Restricted Subsidiary is designated as an “unrestricted subsidiary” (or otherwise not be subject to the covenants) under any Indebtednesstime.

Designation of Subsidiaries. The board of directors (aor similar governing body) The Borrower of the Parent may at any time designate any Restricted Subsidiary acquired or formed after the Effective Date as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (ai) immediately before and after such designation, no Default or Event of Default shall exist immediately prior or have occurred and be continuing, (ii) immediately after giving effect to such designation; (b) the Borrower shall have delivered to the Administrative Agent a Pro Forma Compliance Certificate demonstrating that after giving effect to such designation on a Pro Forma Basis, the Loan Parties would Parent and its Restricted Subsidiaries shall be in pro forma compliance with the financial covenants in Article VI measured as Financial Covenants, (iii) none of the last day of the most recently ended Fiscal Quarter for which financial statements are required to have been delivered hereunder; (c) no Restricted Subsidiary Borrower, GFIH nor MIC may be designated as an Unrestricted Subsidiary if such Restricted Subsidiary or any of its Subsidiaries Subsidiary, (iiv) owns any equity interests or Indebtedness of, or owns or holds any Liens on, any property of Holdings or any Restricted Subsidiary or (ii) Guarantees any Indebtedness of Holdings or any Restricted Subsidiary (after giving effect the Borrower shall deliver to the release of the Guarantee of the Obligations by Agent written notice that such Subsidiary in connection with has been designated as an “Unrestricted Subsidiary” and (v) at least one day prior to the designation of any Unrestricted Subsidiary as a Restricted Subsidiary, the Agent 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, reasonably requested by the Agent with respect to such Subsidiary. The designation of any Subsidiary as an Unrestricted Subsidiary); (d) Subsidiary shall constitute an Investment by the Parent therein at the date of designation in an amount equal to the fair market value of the Parent’s Investment therein. The designation of any Unrestricted Subsidiary that has been re-designated as a Restricted Subsidiary may not subsequently be re-designated as an Unrestricted Subsidiary; and (e) no Restricted shall constitute the incurrence at the time of designation of any Indebtedness or Liens of such Subsidiary may be designated as an Unrestricted Subsidiary unless concurrent with existing at such designation such Restricted Subsidiary is designated as an “unrestricted subsidiary” (or otherwise not be subject to the covenants) under any Indebtednesstime.

Designation of Subsidiaries. (a) The Borrower may at any time designate any Restricted Subsidiary acquired or formed after the Effective Date as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (a) no Default or Event of Default shall exist immediately prior or immediately after giving effect to such designation; (b) the Borrower shall have delivered to the Administrative Agent a Pro Forma Compliance Certificate demonstrating that after giving effect to such designation on a Pro Forma Basis, the Loan Parties would be in compliance with the financial covenants in Article VI measured as of the last day of the most recently ended Fiscal Quarter for which financial statements are required to have been delivered hereunder; (c) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if such Restricted Subsidiary or any of its Subsidiaries (i) owns any equity interests or Indebtedness of, or owns or holds any Liens on, any property of Holdings or any Restricted Subsidiary or (ii) Guarantees any Indebtedness of Holdings or any Restricted Subsidiary (after giving effect to the release of the Guarantee of the Obligations by such Subsidiary in connection with the designation of such Subsidiary as an Unrestricted Subsidiary); (d) any Unrestricted Subsidiary that has been re-designated as a Restricted Subsidiary may not subsequently be re-designated as an Unrestricted Subsidiary; and (e) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary unless concurrent with such designation such Restricted Subsidiary is designated as an “unrestricted subsidiary” (or otherwise not be subject to the covenants) under any Indebtedness.

Designation of Subsidiaries. The board of directors (aor equivalent governing body) The of the Lead Borrower may at any time designate any Restricted Subsidiary acquired or formed after the Effective Closing Date designate (or redesignate) any subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (ai) immediately before and after such designation or redesignation, no Default or Event of Default shall exist immediately prior or immediately exists (including after giving effect to such designation; the reclassification of Investments in, Indebtedness of and Liens on the assets of, the applicable Restricted Subsidiary or Unrestricted Subsidiary), (bii) in the case of designating a Restricted Subsidiary to be an Unrestricted Subsidiary or redesignating an Unrestricted Subsidiary to be a Restricted Subsidiary, the applicable Investment is permitted under one or more clauses in Section 6.06 (as selected by the Lead Borrower shall have delivered to the Administrative Agent a Pro Forma Compliance Certificate demonstrating that in its sole discretion) and after giving effect to such designation thereto on a Pro Forma Basis, the Loan Parties would be in compliance with the financial covenants in Article VI measured as of the last day of the most recently ended Fiscal Quarter for which financial statements are required to have been delivered hereunder; no Overadvance shall exist, (ciii) no Restricted Subsidiary subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for purposes of the Term Loan Facility, and (iv) as of the date of the designation or redesignation thereof, no Unrestricted Subsidiary shall own any Capital Stock in any Restricted Subsidiary of the Lead Borrower (unless such Restricted Subsidiary or any of its Subsidiaries (i) owns any equity interests or Indebtedness of, or owns or holds any Liens on, any property of Holdings or any Restricted Subsidiary or (ii) Guarantees any Indebtedness of Holdings or any Restricted Subsidiary (after giving effect to the release of the Guarantee of the Obligations by such Subsidiary in connection with the designation of such Subsidiary as an Unrestricted Subsidiary); (d) any Unrestricted Subsidiary that has been re-designated as a Restricted Subsidiary may not subsequently be re-is also designated as an Unrestricted Subsidiary; and (e) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary unless concurrent with such designation such Restricted Subsidiary is designated as an “unrestricted subsidiary” (or otherwise not be subject to hold any Indebtedness of or any Lien on any property of the covenants) under any Indebtedness.Lead Borrower 143

Designation of Subsidiaries. (a) The Borrower Holdings may at any time not designate any Restricted Subsidiary acquired or formed after the Effective Date as an Unrestricted Subsidiary or redesignate any Unrestricted Subsidiary as a Restricted Subsidiary; provided that , or designate or redesignate any Restricted Subsidiary as an Unrestricted Subsidiary, unless (a) Holdings shall have given not less than ten (10) days- prior written notice to the Lenders that the Board of Directors of Holdings 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 shall exist immediately prior or immediately would exist, (c) in the case of the designation of a Restricted Subsidiary as an Unrestricted Subsidiary and after giving effect to thereto, (i) such designation; Unrestricted Subsidiary so designated shall not, directly, or indirectly, own any Indebtedness or Capital Stock of Holdings or any Restricted Subsidiary, and (bii) such designation shall be deemed a sale of assets and shall be permitted by the Borrower shall have delivered to provisions of Section 7.4, (d) in the Administrative Agent case of the designation of an Unrestricted Subsidiary as a Pro Forma Compliance Certificate demonstrating that Restricted Subsidiary and after giving effect to thereto, (i) all outstanding Indebtedness of such designation on a Pro Forma BasisRestricted Subsidiary so designated shall be permitted within the applicable limitations of Section 7.1, and (ii) all existing Liens of such Restricted Subsidiary so designated shall be permitted within the Loan Parties would be applicable limitations of Section 7.2, (e) in compliance with the financial covenants in Article VI measured as case of the last day designation of the most recently ended Fiscal Quarter for which financial statements are required to have been delivered hereunder; (c) no a Restricted Subsidiary may be as an Unrestricted Subsidiary, such Restricted Subsidiary shall not at any time after the date of this Agreement have previously been designated as an Unrestricted Subsidiary if such Restricted Subsidiary or any more than once, and (f) in the case of its Subsidiaries (i) owns any equity interests or Indebtedness of, or owns or holds any Liens on, any property of Holdings or any Restricted Subsidiary or (ii) Guarantees any Indebtedness of Holdings or any Restricted Subsidiary (after giving effect to the release of the Guarantee of the Obligations by such Subsidiary in connection with the designation of such Subsidiary as an Unrestricted Subsidiary); (d) any Unrestricted Subsidiary that has been re-designated as a Restricted Subsidiary, such Unrestricted Subsidiary may shall not subsequently be re-at any time after the date of this Agreement have previously been designated as an Unrestricted Subsidiary; and (e) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary unless concurrent with such designation such Restricted Subsidiary is designated as an “unrestricted subsidiary” (or otherwise not be subject to the covenants) under any Indebtednessmore than once.

Designation of Subsidiaries. (a) The Borrower Company may at any time designate any Restricted Subsidiary acquired or formed after the Effective Date as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (ai) no Default or Event of Default shall exist immediately prior or immediately after giving effect to such designation; (bii) the Borrower Company shall have delivered to the Administrative Agent a Pro Forma Compliance Certificate demonstrating that after giving effect to such designation on a Pro Forma Basis, the Loan Parties would be in compliance with the financial covenants in Article VI measured as of the last day of the most recently ended Fiscal Quarter for which financial statements are required to have been delivered hereunderPro Forma Compliance; (ciii) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if such Restricted Subsidiary or any of its Subsidiaries (iA) owns any equity interests Equity Interests or Indebtedness of, or owns or holds any Liens on, 118 CHAR1\1982698v3 any property of Holdings the Company or any Restricted Subsidiary or (iiB) Guarantees any Indebtedness of Holdings the Company or any Restricted Subsidiary (after giving effect to the release of the Guarantee of the Obligations by such Subsidiary in connection with the designation of such Subsidiary as an Unrestricted Subsidiary); (div) any Unrestricted Subsidiary that has been re-designated as a Restricted Subsidiary may not subsequently be re-designated as an Unrestricted Subsidiary; (v) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if such Person were a Restricted Subsidiary on the Closing Date; and (evi) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary unless concurrent with such designation such Restricted Subsidiary is designated as an “unrestricted subsidiary” (or otherwise not be subject to the covenants) under any Additional Indebtedness.

Designation of Subsidiaries. (a) The Borrower Company may at any time designate any Restricted Subsidiary acquired or formed after the Effective Date as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (a) other than in the case of the designation of (x) a Joint Venture in existence on the Seventh Restatement Effective Date that thereafter becomes a Subsidiary or (y) a Securitization Vehicle (each, an “Excluded Unrestricted Subsidiary”), immediately before and after such designation, no Default or Event shall have occurred and be continuing, (b) other than in the case of Default shall exist immediately prior or the designation of an Excluded Unrestricted Subsidiary, immediately after giving effect to such designation; (b) , the Borrower Company and its Restricted Subsidiaries shall have delivered to the Administrative Agent a Pro Forma Compliance Certificate demonstrating that after giving effect to such designation be in compliance, on a Pro Forma Basis, the Loan Parties would be in compliance with the financial covenants set forth in Article VI measured Section 1.01 (and, as a condition precedent to the effectiveness of any such designation, the last day of Company shall deliver to the most recently ended Fiscal Quarter for which financial statements are required to have been delivered hereunder; Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance) and (c) no Restricted Subsidiary Borrower may be designated as an Unrestricted Subsidiary if such Restricted Subsidiary or Subsidiary. The designation of any of its Subsidiaries (i) owns any equity interests or Indebtedness of, or owns or holds any Liens on, any property of Holdings or any Restricted Subsidiary or (ii) Guarantees any Indebtedness of Holdings or any Restricted Subsidiary (after giving effect to the release of the Guarantee of the Obligations by such Subsidiary in connection with the designation of such Subsidiary as an Unrestricted Subsidiary); (dother than a Securitization Vehicle) any Unrestricted Subsidiary that has been re-designated as a Restricted Subsidiary may not subsequently be re-designated as an Unrestricted Subsidiary; and (e) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary unless concurrent with such shall constitute an Investment by the applicable Restricted Companies therein at the date of designation such in an amount equal to the net book value (or, in the case of any guarantee or similar Investment, the amount) of the Restricted Companies’ Investments therein. If any Person becomes a Restricted Subsidiary is designated on any date after the Seventh Restatement Effective Date (including by redesignation of an Unrestricted Subsidiary as an “unrestricted subsidiary” (or otherwise not a Restricted Subsidiary), the Indebtedness of such Person outstanding on such date will be subject deemed to the covenants) under any Indebtednesshave been incurred by such Person on such date for purposes of Section 7.03.

Designation of Subsidiaries. (a) The Borrower may at any time designate any Restricted newly-created or newly-acquired Subsidiary acquired or formed after the Effective Date as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (ai) no Default or Event of Default shall exist immediately prior or immediately after giving effect to such designation; (b) , the Borrower shall have delivered be in compliance, on a pro forma basis, with the financial covenant set forth in Section 6.13, regardless of whether the Borrower is otherwise required to comply with such financial covenant at such time (and, as a condition precedent to the effectiveness of any such designation, the Borrower shall deliver to the Administrative Agent a Pro Forma Compliance Certificate certificate setting forth in reasonable detail the calculations demonstrating that after giving effect such compliance), (ii) the designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the incurrence at the time of designation of any Indebtedness or Liens of such Subsidiary existing at such time, (iii) the designation of such Subsidiary as an Unrestricted Subsidiary shall constitute an Investment therein at the date of designation in an amount equal to such designation on a Pro Forma Basis, the Loan Parties would be in compliance with the financial covenants in Article VI measured as fair market value of the last day of the most recently ended Fiscal Quarter for which financial statements are required to have been delivered hereunder; Investment in such Subsidiary, (civ) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if such Restricted Subsidiary or any of its Subsidiaries (i) owns any equity interests or Indebtedness of, or owns or holds any Liens on, any property of Holdings or any Restricted Subsidiary or (ii) Guarantees any Indebtedness of Holdings or any Restricted Subsidiary (after giving effect to the release of the Guarantee of the Obligations by such Subsidiary in connection with the designation of such Subsidiary as it was previously designated an Unrestricted Subsidiary); , (d) any Unrestricted Subsidiary that has been re-designated as a Restricted Subsidiary may not subsequently be re-designated as an Unrestricted Subsidiary; and (ev) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary unless concurrent with such designation such Restricted Subsidiary it is concurrently designated as an “unrestricted subsidiaryUnrestricted Subsidiary” for purposes of the Senior Notes and (vi) immediately before and after any such designation, no Default or otherwise not Event of Default shall have occurred and be subject to the covenants) under any Indebtednesscontinuing.

Designation of Subsidiaries. (a) The Borrower Company may at any time designate any Restricted Subsidiary acquired or formed after the Effective Date as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (ai) no Default or Event of Default shall exist immediately prior or immediately after giving effect to such designation; (bii) the Borrower Company shall have delivered to the Administrative Agent a Pro Forma 119 Compliance Certificate demonstrating that after giving effect to such designation on a Pro Forma Basis, the Loan Parties would be in compliance with the financial covenants in Article VI measured as of the last day of the most recently ended Fiscal Quarter for which financial statements are required to have been delivered hereunderPro Forma Compliance; (ciii) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if such Restricted Subsidiary or any of its Subsidiaries (iA) owns any equity interests Equity Interests or Indebtedness of, or owns or holds any Liens on, any property of Holdings the Company or any Restricted Subsidiary or (iiB) Guarantees any Indebtedness of Holdings the Company or any Restricted Subsidiary (after giving effect to the release of the Guarantee of the Obligations by such Subsidiary in connection with the designation of such Subsidiary as an Unrestricted Subsidiary); (div) any Unrestricted Subsidiary that has been re-designated as a Restricted Subsidiary may not subsequently be re-designated as an Unrestricted Subsidiary; (v) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if such Person were a Restricted Subsidiary on the Closing Date; and (evi) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary unless concurrent with such designation such Restricted Subsidiary is designated as an “unrestricted subsidiary” (or otherwise not be subject to the covenants) under any Additional Indebtedness.

Designation of Subsidiaries. The board of directors (aor equivalent governing body) The of the Parent Borrower may at any time designate any Restricted Subsidiary acquired or formed after the Effective Closing Date designate (or redesignate) any subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (ai) immediately before and after such designation or redesignation, no Default or Event of Default shall exist immediately prior or immediately exists (including after giving effect to such designation; (b) the Borrower shall have delivered to reclassification of Investments in, Indebtedness of and Liens on the Administrative Agent a Pro Forma Compliance Certificate demonstrating that after giving effect to such designation on a Pro Forma Basisassets of, the Loan Parties would applicable Restricted Subsidiary or Unrestricted Subsidiary), (ii) in the case of designating a Restricted Subsidiary to be an Unrestricted Subsidiary or redesignating an Unrestricted Subsidiary to be a Restricted Subsidiary, the applicable Investment is permitted under one or more clauses in compliance with Section 6.06 (as selected by the financial covenants Parent Borrower in Article VI measured as of the last day of the most recently ended Fiscal Quarter for which financial statements are required to have been delivered hereunder; its sole discretion), (ciii) no Restricted Subsidiary subsidiary may be designated as an Unrestricted Subsidiary if such it is a “Restricted Subsidiary or any of its Subsidiaries (i) owns any equity interests or Indebtedness of, or owns or holds any Liens on, any property of Holdings or any Restricted Subsidiary or (ii) Guarantees any Indebtedness of Holdings or any Restricted Subsidiary (after giving effect to the release Subsidiary” for purposes of the Guarantee of the Obligations by such Subsidiary in connection with the designation of such Subsidiary as an Unrestricted Subsidiary); (d) any Unrestricted Subsidiary that has been re-designated as a Restricted Subsidiary may not subsequently be re-designated as an Unrestricted Subsidiary; and (e) no Restricted Subsidiary may be ABL Credit Agreement unless also being designated as an Unrestricted Subsidiary unless concurrent with such thereunder, and (iv) as of the date of the designation such Restricted or redesignation thereof, no Unrestricted Subsidiary is designated as an “unrestricted subsidiary” (or otherwise not be subject to the covenants) under shall own any Indebtedness.Capital 128

Designation of Subsidiaries. (a) The Subject to Section 6.18(b) below, the Borrower may at any time designate any Restricted Subsidiary acquired or formed after the Effective Date as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) the designation of any Restricted Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Borrower therein at the date of designation in an amount equal to the fair market value of the Borrower’s investment therein, (ii) the designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the incurrence at the time of designation of any Indebtedness or Liens of such Subsidiary existing at such time and (iii) the Indebtedness and Liens of such subsidiary at the time it is designated as a “restricted subsidiary” shall be treated as an Indebtedness and Liens of such Subsidiary at such time; and (b) The Borrower shall not (I) (x) designate any Restricted Subsidiary as an Unrestricted Subsidiary or (y) designate an Unrestricted Subsidiary as a Restricted Subsidiary unless, in any such case (a) after giving pro forma effect thereto, the Total Net Leverage Ratio for the Test Period immediately preceding such designation would be no Default or greater than 2.00 to 1.00 and (b) no Event of Default shall exist immediately prior have occurred and be continuing or immediately after giving effect to such designation; would result therefrom or (bII) the Borrower (and shall have delivered to the Administrative Agent a Pro Forma Compliance Certificate demonstrating that after giving effect to such designation on a Pro Forma Basis, the Loan Parties would be in compliance with the financial covenants in Article VI measured as of the last day of the most recently ended Fiscal Quarter for which financial statements are required to have been delivered hereunder; (c) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if such Restricted Subsidiary or any of its Subsidiaries (i) owns any equity interests or Indebtedness of, or owns or holds any Liens on, any property of Holdings or not permit any Restricted Subsidiary or (iito) Guarantees transfer any Indebtedness of Holdings or any Restricted Subsidiary (after giving effect Material IP to the release of the Guarantee of the Obligations by such Subsidiary in connection with the designation of such Subsidiary as an Unrestricted Subsidiary); (d) any Unrestricted Subsidiary that has been re-designated as a Restricted Subsidiary may not subsequently be re-designated as an Unrestricted Subsidiary; and (e) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary unless concurrent with such designation such Restricted Subsidiary is designated as an “unrestricted subsidiary” (or otherwise not be subject to the covenants) under any Indebtedness.. Section 6.19

Designation of Subsidiaries. (a) The Borrower Guarantor may at any time not designate any Restricted Subsidiary acquired or formed after the Effective Date as an Unrestricted Subsidiary or redesignate any Unrestricted Subsidiary as a Restricted Subsidiary; provided that , or designate or redesignate any Restricted Subsidiary as an Unrestricted Subsidiary, unless (a) the Guarantor shall have given not less than ten (10) days’ prior written notice to the Banks that the board of directors of the Guarantor 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 shall exist immediately prior or immediately would exist, (c) in the case of the designation of a Restricted Subsidiary as an Unrestricted Subsidiary and after giving effect to thereto, (i) such designation; Unrestricted Subsidiary so designated shall not, directly, or indirectly, hold or own any Indebtedness or Capital Stock of the Guarantor or any Restricted Subsidiary, and (bii) such designation shall be deemed a sale of assets and shall be permitted by the Borrower shall have delivered to provisions of Section 6.4, (d) in the Administrative Agent case of the designation of an Unrestricted Subsidiary as a Pro Forma Compliance Certificate demonstrating that Restricted Subsidiary and after giving effect to thereto, all outstanding Indebtedness and all existing Liens of such designation on a Pro Forma BasisRestricted Subsidiary so designated shall be permitted within the applicable limitations of Sections 6.1 and 6.2 , (e) in the Loan Parties would be in compliance with the financial covenants in Article VI measured as case of the last day designation of the most recently ended Fiscal Quarter for which financial statements are required to have been delivered hereunder; (c) no a Restricted Subsidiary may be as an Unrestricted Subsidiary, such Restricted Subsidiary shall not at any time after the date of this Agreement have previously been designated as an Unrestricted Subsidiary if such Restricted Subsidiary or any more than once, and (f) in the case of its Subsidiaries (i) owns any equity interests or Indebtedness of, or owns or holds any Liens on, any property of Holdings or any Restricted Subsidiary or (ii) Guarantees any Indebtedness of Holdings or any Restricted Subsidiary (after giving effect to the release of the Guarantee of the Obligations by such Subsidiary in connection with the designation of such an Unrestricted Subsidiary as an Unrestricted a Restricted Subsidiary); (d) any , such Unrestricted Subsidiary that has shall not at any time after the date of this Agreement have previously been re-designated as a Restricted Subsidiary may not subsequently be re-designated as an Unrestricted Subsidiary; and (e) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary unless concurrent with such designation such Restricted Subsidiary is designated as an “unrestricted subsidiary” (or otherwise not be subject to the covenants) under any Indebtednessmore than once.

Designation of Subsidiaries. (a) The board of directors of the Borrower may at any time designate any Restricted Subsidiary acquired or formed after the Effective Date as an Unrestricted Subsidiary (including any newly acquired or newly formed Restricted Subsidiary at or prior to the time it is so acquired or formed) or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (a) immediately before and after such designation, no Default or Event of Default shall exist immediately prior or have occurred and be continuing, (b) immediately after giving effect to such designation; (b) , the Borrower and its Restricted Subsidiaries shall have delivered to the Administrative Agent a Pro Forma Compliance Certificate demonstrating that after giving effect to such designation be in compliance, on a Pro Forma Basis, the Loan Parties would be in compliance with the financial covenants covenant set forth in Article VI measured as of the last day of the most recently ended Fiscal Quarter for which financial statements are required to have been delivered hereunder; Section 7.10, (c) notwithstanding anything else in this Section 6.15 to the contrary, any Unrestricted Subsidiary that has been re-designated a Restricted Subsidiary may not be subsequently re-designated as an Unrestricted Subsidiary and (d) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if such it is a “Restricted Subsidiary or Subsidiary” for the purpose of any of its Subsidiaries (i) owns any equity interests or Indebtedness of, or owns or holds any Liens on, any property of Holdings or any Restricted Subsidiary or (ii) Guarantees any Indebtedness of Holdings or any Restricted Subsidiary (after giving effect to the release of the Guarantee of the Obligations by such Subsidiary in connection with the Junior Financing. The designation of such any Subsidiary as an Unrestricted Subsidiary); Subsidiary shall constitute an Investment by Borrower or the relevant Restricted Subsidiary (das applicable) therein at the date of designation in an amount equal to the fair market value of such Person’s (as applicable) investment therein and the Investment resulting from such designation must otherwise be in compliance with Section 7.02. The designation of any Unrestricted Subsidiary that has been re-designated as a Restricted Subsidiary may not subsequently be re-designated as an shall constitute the incurrence at the time of designation of any Indebtedness or Liens of such Subsidiary existing at such time. As of the date hereof, any Unrestricted Subsidiary; and (e) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary unless concurrent with such designation such Restricted Subsidiary is designated as an “unrestricted subsidiary” (or otherwise not be subject to Subsidiaries of the covenants) under any IndebtednessBorrower are set forth in Schedule 6.15.

Designation of Subsidiaries. (a) The board of directors of the Borrower may at any time designate any Restricted Subsidiary acquired or formed after the Effective Date (other than a Broadcast License Subsidiary) as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (ai) immediately before and after such designation, no Default or Event of Default shall exist immediately prior or immediately after giving effect to such designation; have occurred and be continuing, (b) the Borrower shall have delivered to the Administrative Agent a Pro Forma Compliance Certificate demonstrating that after giving effect to such designation on a Pro Forma Basis, the Loan Parties would be in compliance with the financial covenants in Article VI measured as of the last day of the most recently ended Fiscal Quarter for which financial statements are required to have been delivered hereunder; (cii) no Subsidiary may be designated as an Unrestricted Subsidiary if it has Indebtedness with recourse to Parent or any of its Restricted Subsidiaries, (ii) no Subsidiary may be designated as an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary, (iv) no Subsidiary may be designated as an Unrestricted Subsidiary if it is party to any agreement or contract with Parent or any of its Restricted Subsidiaries, unless the terms of such agreement are no less favorable to Parent or such Restricted Subsidiary, as applicable, than those that might be obtained from an unaffiliated third- party, (v) no Subsidiary may be designated as an Unrestricted Subsidiary if such Restricted Subsidiary is a Person with respect to which Parent or any of its Restricted Subsidiaries has any direct or indirect obligation to make capital contributions or to maintain such Subsidiary's financial condition, (ivi) owns any equity interests or Indebtedness of, or owns or holds any Liens on, any property of Holdings or any Restricted no Subsidiary or (ii) Guarantees any Indebtedness of Holdings or any Restricted may be designated an Unrestricted Subsidiary (if after giving effect to such designation, the release of the Guarantee of the Obligations by such Subsidiary in connection with the designation Consolidated Total Net Leverage Ratio as of such Subsidiary as an Unrestricted Subsidiary); date would exceed the ratio set forth opposite the next succeeding fiscal quarter end in subsection 8.1 and (dvii) any no Unrestricted Subsidiary that has been re-designated as a Restricted Subsidiary may not subsequently be re-designated as an Unrestricted Subsidiary; and engage in any transaction described in subsections 8.8 (e) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary unless concurrent with such designation such Restricted Subsidiary is designated as an “unrestricted subsidiary” (or otherwise not be subject respect to the covenantsprepayment of any Senior Notes) under any Indebtednessor 8.15 if the Borrower is prohibited from engaging in such transaction.

Designation of Subsidiaries. (a) The Borrower Sponsor may at any time designate any Restricted Subsidiary acquired or formed after the Effective Date as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (a) no Default Unmatured Credit Event or Credit Event of Default shall exist immediately prior or immediately after giving effect to such designation; (b) the Borrower Sponsor shall have delivered to the Administrative Agent Servicer a Pro Forma Compliance Certificate demonstrating that after giving effect to such designation on a Pro Forma Basis, the Loan Credit Parties would be in compliance with the financial covenants in Article VI VII measured as of the last day of the most recently ended Fiscal Quarter for which financial statements are required to have been delivered hereunder; (c) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if such Restricted Subsidiary or any of its Subsidiaries (i) owns any equity interests or Indebtedness of, or owns or holds any Liens on, any property of Holdings or any Restricted Subsidiary or (ii) Guarantees any Indebtedness of Holdings or any Restricted Subsidiary (after giving effect to the release of the Guarantee of the Guaranteed Obligations by such Subsidiary in connection with the designation of such Subsidiary as an Unrestricted Subsidiary); (d) any Unrestricted Subsidiary that has been re-designated as a Restricted Subsidiary may not subsequently be re-designated as an Unrestricted Subsidiary; and (e) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary unless concurrent with such designation such Restricted Subsidiary is designated as an “unrestricted subsidiary” (or otherwise not be subject to the covenants) under any Indebtedness.

Designation of Subsidiaries. (a) The Borrower Sponsor may at any time designate any Restricted Subsidiary acquired or formed after the Effective Date as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (a) no Default Unmatured Credit Event or Credit Event of Default shall exist immediately prior or immediately after giving effect to such designation; (b) the Borrower Sponsor shall have delivered to the Administrative Agent Servicer a Pro Forma Compliance Certificate demonstrating that after giving effect to such designation on a Pro Forma Basis, the Loan Credit Parties would be in compliance with the financial covenants in Article VI VII measured as of the last day of the most recently ended Fiscal Quarter for which financial statements are required to have been delivered hereunder; (c) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if such Restricted Subsidiary or any of its Subsidiaries (i) owns any equity interests or Indebtedness of, or owns or holds any Liens on, any property of Holdings or any Restricted Subsidiary or (ii) Guarantees any Indebtedness of Holdings or any Restricted Subsidiary (after giving effect to the release of the Guarantee of the Guaranteed Obligations by such Subsidiary in connection with the designation of such Subsidiary as an Unrestricted Subsidiary); (d) any Unrestricted Subsidiary that has been re-designated as a Restricted Subsidiary may not subsequently be re-designated as an Unrestricted Subsidiary; and (e) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary unless concurrent with such designation such Restricted Subsidiary is designated as an “unrestricted subsidiary” (or otherwise not be subject to the covenants) under any Indebtedness.