Common use of Designation of Unrestricted and Restricted Subsidiaries Clause in Contracts

Designation of Unrestricted and Restricted Subsidiaries. (a) At any time after the Closing Date and upon written notice to the Administrative Agent, the Company may designate any Restricted Subsidiary of the Company (along with all Subsidiaries of such Restricted Subsidiary) as an “Unrestricted Subsidiary”; provided that (i) both before and after giving effect to such designation, no Default or Event of Default shall have occurred and be continuing, (ii) after giving effect to such designation, the Company and its Restricted Subsidiaries shall be in pro forma compliance with each of the covenants in Section 7.11 as of the last day of the most recent fiscal quarter for which financial statements have been delivered pursuant to Section 6.01 (or, if prior to any such delivery, as of the date of the financial statements described in Section 5.05(b)), (iii) once designated as an Unrestricted Subsidiary, the Company may re-designate such Subsidiary as a “Restricted Subsidiary” pursuant to Section 2.14(b), but, thereafter, the Company shall not re-designate such Subsidiary as an “Unrestricted Subsidiary” pursuant to this Section 2.14(a) and (iv) no Subsidiary may be designated as an Unrestricted Subsidiary or continue as an Unrestricted Subsidiary (A) if it is a “Restricted Subsidiary” for the purpose of the indenture governing the New Notes or any other Indebtedness of the Company or any other Loan Party in a stated principal amount in excess of the Threshold Amount or (B) unless each of its direct and indirect Subsidiaries is also designated an Unrestricted Subsidiary pursuant to this Section 2.14(a). The designation of any Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the Company or a Restricted Subsidiary therein at the date of designation in an amount equal to the fair market value of the Company’s or its Restricted Subsidiary’s (as applicable) investment therein and such Investment must at such time be permitted under Section 7.03(j).

Designation of Unrestricted and Restricted Subsidiaries. (a) At any time on or after the Closing Date and Date, upon written notice to the Administrative AgentAgent (which written notice shall contain a certification as to the matters set forth in this Section 2.18(a)), the Company may designate any Restricted Subsidiary of the Company (along with all Subsidiaries of such Restricted Subsidiary) as an “Unrestricted Subsidiary”; provided that (i) both immediately before and immediately after giving effect to such designation, no Default or Event of Default shall have occurred and be continuingcontinuing or would result therefrom, (ii) after giving effect to such designation, the Company and its Restricted Subsidiaries shall be in pro forma compliance with each of the covenants in Section 7.11 as of the last day of the most recent fiscal quarter for which financial statements have been delivered pursuant to Section 6.01 (or, if prior to any such delivery, as of the date of the financial statements described in Section 5.05(b)), (iii) once designated as an Unrestricted Subsidiary, the Company may re-designate such Subsidiary as a “Restricted Subsidiary” pursuant to Section 2.14(b2.18(b), but, thereafter, the Company shall not re-designate such Subsidiary as an “Unrestricted Subsidiary” pursuant to this Section 2.14(a) and 2.18(a), (iviii) no Subsidiary may be designated as an Unrestricted Subsidiary or continue as an Unrestricted Subsidiary (A) if it is a “Restricted Subsidiary” for the purpose of the indenture governing the New Notes Borrower or any other Indebtedness of the Company or any other Loan Party in a stated principal amount in excess of the Threshold Amount or Subsidiary Guarantor, (B) unless each of its direct and indirect Subsidiaries is also designated an Unrestricted Subsidiary pursuant to this Section 2.14(a). The designation 2.18(a) or (C) if it is a Subsidiary of any Subsidiary as an Unrestricted Subsidiary a Canadian Borrower and (iv) after the Closing Date shall constitute an Investment by giving effect to such designation, the Company or a Restricted Subsidiary therein at the date of designation in an amount equal to the fair market value of the Company’s or and its Restricted Subsidiary’s Subsidiaries shall be in compliance with the financial covenants set forth in Section 7.11 (as applicable) investment therein and such Investment must at such time be permitted under calculated on a Pro Forma Basis pursuant to Section 7.03(j1.03(c)).

Designation of Unrestricted and Restricted Subsidiaries. (a) At any time after the Closing Date and Restatement Effective Date, upon written notice to the Administrative AgentAgent (which written notice shall contain a certification as to the matters set forth in this clause (a)), the Company Borrower may designate any Restricted Subsidiary of the Company Holdings (along with all Subsidiaries of such Restricted Subsidiary) as an “Unrestricted Subsidiary”; provided that (i) both before and after giving effect to such designation, no Default or Event of Default shall have occurred and be continuing, (ii) after giving effect to the Investment in such designationUnrestricted Subsidiary must be permitted at such time under either Section 7.03(c), the Company and its Restricted Subsidiaries shall be in pro forma compliance with each of the covenants in Section 7.11 as of the last day of the most recent fiscal quarter for which financial statements have been delivered pursuant to Section 6.01 (orh), if prior to any such delivery(i), as of the date of the financial statements described in Section 5.05(b)(j) or (m), (iii) once designated as an Unrestricted Subsidiary, the Company Borrower may re-designate such Subsidiary as a “Restricted Subsidiary” pursuant to Section 2.14(b2.12(b), but, thereafter, the Company Borrower shall not re-designate such Subsidiary as an “Unrestricted Subsidiary” pursuant to this Section 2.14(a) 2.12(a), and (iv) no Subsidiary may be designated as an Unrestricted Subsidiary or continue as an Unrestricted Subsidiary (A) if it is a “Restricted Subsidiary” for borrower or guarantor under the purpose of the indenture governing the New Notes or any other Indebtedness of the Company or any other Loan Party in a stated principal amount in excess of the Threshold Amount ABL Facility or (B) unless each of its direct and indirect Subsidiaries is also designated an Unrestricted Subsidiary pursuant to this Section 2.14(a2.12(a). The designation of any Subsidiary as an Unrestricted Subsidiary after the Closing Restatement Effective Date shall constitute an Investment (with the amount of such Investment being deemed to be the fair market value of the net assets of such Subsidiary at the time such Subsidiary is designated an Unrestricted Subsidiary (or, with respect to any such Subsidiary that is not a wholly-owned Subsidiary, the percentage of such fair market value of the net assets that is equal to the percentage ownership of the Equity Interests held by Holdings, the Company Borrower or a Restricted Subsidiary) by Holdings, the Borrower or a Restricted Subsidiary therein at the date of designation in an amount equal to the fair market value of the Company’s or its Restricted Subsidiary’s (as applicable) investment therein and such Investment must at such time be permitted under Section 7.03(j)designation.

Designation of Unrestricted and Restricted Subsidiaries. (a) At On or at any time after the Closing Date and Date, upon written notice to the Administrative AgentAgent (which written notice shall contain a certification as to the matters set forth in this clause (a)), the Company Borrower may designate any Restricted Subsidiary (including any newly acquired or newly formed Subsidiary or a Person becoming a Subsidiary through merger or consolidation or Investment therein) of the Company Borrower (along with all Subsidiaries of such Restricted Subsidiary) as an “Unrestricted Subsidiary”; provided that (i) both before and after giving effect to such designation, no Default or Event of Default shall have occurred and be continuing, (ii) after giving effect to such designation, the Company Borrower and its Restricted Subsidiaries shall be in pro forma compliance with each of the covenants in Section 7.11 as of the last day of the most recent fiscal quarter for which financial statements have been delivered pursuant to Section 6.01 (or, if prior to any such delivery, as of the date of the financial statements described in Section 5.05(b)Audited Financial Statements), (iii) the Investment in such Unrestricted Subsidiary must be permitted at such time under either Section 7.03(q) or Section 7.03(s) (with the amount of such Investment being deemed to be the fair market value of the net assets of such Subsidiary at the time such Subsidiary is designated an Unrestricted Subsidiary), (iv) once designated as an Unrestricted Subsidiary, the Company Borrower may re-designate such Subsidiary as a “Restricted Subsidiary” pursuant to Section 2.14(b2.15(b), but, thereafter, the Company Borrower shall not re-designate such Subsidiary as an “Unrestricted Subsidiary” pursuant to this Section 2.14(a2.15(a) and (ivv) no Subsidiary may be designated as an Unrestricted Subsidiary or continue as an Unrestricted Subsidiary (A) if it is a “Restricted Subsidiary” for the purpose of the indenture governing the New Notes or any other Indebtedness of the Company or any other a Loan Party in a stated principal amount in excess of the Threshold Amount or (B) unless each of its direct and indirect Subsidiaries is also designated an Unrestricted Subsidiary pursuant to this Section 2.14(a2.15(a). The designation of any Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment (with the amount of such Investment being deemed to be the fair market value of the net assets of such Subsidiary at the time such Subsidiary is designated an Unrestricted Subsidiary) by the Company Borrower or a Restricted Subsidiary therein at the date of designation in an amount equal to the fair market value of the Company’s or its Restricted Subsidiary’s (as applicable) investment therein and such Investment must at such time be permitted under Section 7.03(j)designation.

Designation of Unrestricted and Restricted Subsidiaries. (a) At any time after The Board of Directors of the Closing Date and upon written notice to the Administrative Agent, the Company Issuer may designate any Restricted Subsidiary of the Company (along with all Subsidiaries of such to be an Unrestricted Subsidiary if that designation would not cause a Default. If a Restricted Subsidiary) as an “Unrestricted Subsidiary”; provided that (i) both before and after giving effect to such designation, no Default or Event of Default shall have occurred and be continuing, (ii) after giving effect to such designation, the Company and its Restricted Subsidiaries shall be in pro forma compliance with each of the covenants in Section 7.11 as of the last day of the most recent fiscal quarter for which financial statements have been delivered pursuant to Section 6.01 (or, if prior to any such delivery, as of the date of the financial statements described in Section 5.05(b)), (iii) once Subsidiary is designated as an Unrestricted Subsidiary, the Company may re-designate such aggregate Fair Market Value of all outstanding Investments owned by the Issuer and its Restricted Subsidiaries in the Subsidiary as a “Restricted Subsidiary” pursuant to Section 2.14(b), but, thereafter, the Company shall not re-designate such Subsidiary as an “Unrestricted Subsidiary” pursuant to this Section 2.14(a) and (iv) no Subsidiary may be designated as an Unrestricted Subsidiary will be deemed to be an Investment made as of the time of the designation and will reduce the amount available for Restricted Payments under the Section 4.08 hereof or continue under one or more clauses of the definition of Permitted Investments, as determined by the Issuer. That designation will only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. The Issuer may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if that redesignation would not cause a Default. Any designation of a Subsidiary of the Issuer as an Unrestricted Subsidiary (A) if it is will be evidenced to the Trustee by filing with the Trustee a “Restricted Subsidiary” for the purpose copy of a resolution of the indenture governing the New Notes or any other Indebtedness Board of Directors of the Company or Issuer giving effect to such designation and an Officer’s Certificate certifying that such designation complies with the preceding conditions and was permitted by Section 4.08 hereof. If, at any other Loan Party in a stated principal amount in excess of time, any Unrestricted Subsidiary would fail to meet the Threshold Amount or (B) unless each of its direct and indirect Subsidiaries is also designated preceding requirements as an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary pursuant for purposes of this Indenture and any Debt of such Subsidiary will be deemed to this Section 2.14(a). The designation of any Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment be incurred by the Company or a Restricted Subsidiary therein at as of such date and, if such Debt is not permitted to be incurred as of such date under Section 4.06, the date Issuer will be in default of designation in an amount equal to the fair market value Section 4.06. The Board of Directors of the Company’s or its Issuer may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary’s (as applicable) investment therein ; provided that such designation will be deemed to be an incurrence of Debt by a Restricted Subsidiary of any outstanding Debt of such Unrestricted Subsidiary, and such Investment must at designation will only be permitted if (1) such time be Debt is permitted under Section 7.03(j)4.06, calculated on a pro forma basis as if such designation had occurred at the beginning of the applicable reference period; and (2) no Default or Event of Default would be in existence following such designation.

Designation of Unrestricted and Restricted Subsidiaries. (a) At any time after the Closing Date and Date, upon written notice to the Administrative AgentAgent (which written notice shall contain a certification as to the matters set forth in this clause (a)), the Company may designate any Restricted Subsidiary of the Company (along with all Subsidiaries of such Restricted Subsidiary) as an “Unrestricted Subsidiary”; provided that (i) both before and after giving effect to such designation, no Default or Event of Default shall have occurred and be continuing, (ii) after giving effect to such designation, the Company and its Restricted Subsidiaries shall be in pro forma compliance with each of the covenants in Section 7.11 as of the last day of the most recent fiscal quarter for which financial statements have been delivered pursuant to Section 6.01 (or, if prior to any such delivery, as of the date of the most recent financial statements described in provided pursuant to Section 5.05(b4.01(a)(ix), with the required financial covenant levels being deemed for such purpose to be the first testing levels pursuant to Section 7.11), (iii) the Investment in such Unrestricted Subsidiary must be permitted at such time under Section 7.03 (with the amount of such Investment being deemed to be the fair market value of the net assets of such Subsidiary as reasonably determined by the Company at the time such Subsidiary is designated an Unrestricted Subsidiary), (iv) once designated as an Unrestricted Subsidiary, the Company may re-designate such Subsidiary as a “Restricted Subsidiary” pursuant to Section 2.14(b), but, thereafter, the Company shall not re-designate such Subsidiary as an “Unrestricted Subsidiary” pursuant to this Section 2.14(a) and ), (ivv) no Subsidiary may be designated as an Unrestricted Subsidiary or continue as an Unrestricted Subsidiary (A) if it is a “Restricted Subsidiary” for the purpose of the indenture governing the New Notes or any other Indebtedness of the Company or any other a Loan Party in a stated principal amount in excess of the Threshold Amount or (B) unless each of its direct and indirect Subsidiaries is also designated an Unrestricted Subsidiary pursuant to this Section 2.14(a), and (vi) the Company and its Restricted Subsidiaries (excluding the proposed Unrestricted Subsidiary) shall at the time of the designation represent, on a combined basis (and without taking into account the assets or Consolidated EBITDA of any Unrestricted Subsidiary (including the proposed Unrestricted Subsidiary) or the value of any Investment therein) at least 90% of the consolidated total assets and at least 90% of the Consolidated EBITDA of the Company and its Subsidiaries (with Consolidated EBITDA and the definitions used therein being measured for this purpose for the Company and all Subsidiaries, notwithstanding such definitions otherwise being for the Company and its Restricted Subsidiaries). The designation of any Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment (with the amount of such Investment being deemed to be the fair market value of the net assets of such Subsidiary as reasonably determined by the Company at the time such Subsidiary is designated an Unrestricted Subsidiary) by the Company or a Restricted Subsidiary therein at the date of designation in an amount equal to the fair market value of the Company’s or its Restricted Subsidiary’s (as applicable) investment therein and such Investment must at such time be permitted under Section 7.03(j)designation.

Designation of Unrestricted and Restricted Subsidiaries. (a) At any time after the Closing 2021 Refinancing Amendment No. 14 Effective Date and upon written notice to the Administrative Agent, the Company may designate any Restricted Subsidiary of the Company (along with all Subsidiaries of such Restricted Subsidiary) as an “Unrestricted Subsidiary”; provided that (i) both before and after giving effect to such designation, no Default or Event of Default shall have occurred and be continuing, (ii) after giving effect to such designation, the Company and its Restricted Subsidiaries shall be in pro forma compliance with each of the covenants covenantsfinancial covenant in Section 7.11 as of the last day of the most recent fiscal quarter for which financial statements have been delivered pursuant to Section 6.01 (or, if prior to any such delivery, as of the date of the financial statements described in Section 5.05(b))6.01, (iii) once designated as an Unrestricted Subsidiary, the Company may re-designate such Subsidiary as a “Restricted Subsidiary” pursuant to Section 2.14(b), but, thereafter, the Company shall not re-designate such Subsidiary as an “Unrestricted Subsidiary” pursuant to this Section 2.14(a) and (iv) no Subsidiary may be designated as an Unrestricted Subsidiary or continue as an Unrestricted Subsidiary (A) if it is a “Restricted Subsidiary” for the purpose of the indenture governing the New 2024 Notes, the 2027 Notes or any other Indebtedness of the Company or any other Loan Party in a stated principal amount in excess of the Threshold Amount or (B) unless each of its direct and indirect Subsidiaries is also designated an Unrestricted Subsidiary pursuant to this Section 2.14(a) and (v) the Company and its Restricted Subsidiaries shall not transfer any intellectual property that is material to the continued operations of the Company and its Restricted Subsidiaries, taken as a whole, to any Unrestricted Subsidiary or allow any Restricted Subsidiary that owns any such intellectual property to be designated as an Unrestricted Subsidiary (without regard to whether the Company or any Restricted Subsidiary has the right to continue to utilize any such intellectual property after such transfer). The designation of any Subsidiary as an Unrestricted Subsidiary after the Closing 2021 Refinancing Amendment No. 14 Effective Date shall constitute an Investment by the Company or a Restricted Subsidiary therein at the date of designation in an amount equal to the fair market value of the Company’s or its Restricted Subsidiary’s (as applicable) investment therein and such Investment must at such time be permitted under Section 7.03(j).. 107

Designation of Unrestricted and Restricted Subsidiaries. (a) At any time on or after the Closing Date and Date, upon written notice to the Administrative AgentAgent (which written notice shall contain a certification as to the matters set forth in this Section 2.18(a)), the Company may designate any Restricted Subsidiary of the Company (along with all Subsidiaries of such Restricted Subsidiary) as an “Unrestricted Subsidiary”; provided that (i) both immediately before and immediately after giving effect to such designation, no Default or Event of Default shall have occurred and be continuing, (ii) after giving effect the Investment in such Unrestricted Subsidiary must be permitted at such time under Section 7.02(f) or (i) (with the amount of such Investment being deemed to such designation, be the Company and its Restricted Subsidiaries shall be in pro forma compliance with each fair market value of the covenants in Section 7.11 as net assets of such Subsidiary at the last day of the most recent fiscal quarter for which financial statements have been delivered pursuant to Section 6.01 (or, if prior to any time such delivery, as of the date of the financial statements described in Section 5.05(b)Subsidiary is designated an Unrestricted Subsidiary), (iii) once designated as an Unrestricted Subsidiary, the Company may re-designate such Subsidiary as a “Restricted Subsidiary” pursuant to Section 2.14(b2.18(b), but, thereafter, the Company shall not re-designate such Subsidiary as an “Unrestricted Subsidiary” pursuant to this Section 2.14(a) and 2.18(a), (iv) no Subsidiary may be designated as an Unrestricted Subsidiary or continue as an Unrestricted Subsidiary (A) if it is a “Restricted Subsidiary” for Borrower or a Subsidiary Guarantor (unless, in the purpose case of the indenture governing the New Notes or any other Indebtedness of the Company or any other Loan Party in a stated principal amount in excess of the Threshold Amount Subsidiary Guarantor, concurrently with such designation it ceases to be a Subsidiary Guarantor) or (B) unless each of its direct and indirect Subsidiaries is also designated an Unrestricted Subsidiary pursuant to this Section 2.14(a2.18(a), (v) after giving effect to such designation, the Company and its Restricted Subsidiaries shall be in pro forma compliance with the covenants set forth in Section 7.11, such compliance to be determined on the basis of financial information for the fiscal period most recently ended for which financial information is available and calculated in accordance with Section 1.07, and (vi) the Company and its Restricted Subsidiaries (excluding the proposed Unrestricted Subsidiary) shall at the time of the designation represent, on a consolidated basis (and without taking into account the assets or revenues of any Unrestricted Subsidiary (including the proposed Unrestricted Subsidiary) or the value of any Investment therein) at least 90% of the Consolidated Total Assets and 90% of the consolidated total revenues of the Company and its Subsidiaries. The designation of any Subsidiary as an Unrestricted Subsidiary on or after the Closing Date shall constitute an Investment (with the amount of such Investment being deemed to be the fair market value of the net assets of such Subsidiary at the time such Subsidiary is designated an Unrestricted Subsidiary) by the Company or a Restricted Subsidiary therein at the date of designation in an amount equal to the fair market value of the Company’s or its Restricted Subsidiary’s (as applicable) investment therein and such Investment must at such time be permitted under Section 7.03(j)designation.

Designation of Unrestricted and Restricted Subsidiaries. (a) At any time after The Board of Directors of the Closing Date and upon written notice to the Administrative Agent, the Company Issuer may designate any Restricted Subsidiary of the Company (along with all Subsidiaries of such to be an Unrestricted Subsidiary if that designation would not cause a Default. If a Restricted Subsidiary) as an “Unrestricted Subsidiary”; provided that (i) both before and after giving effect to such designation, no Default or Event of Default shall have occurred and be continuing, (ii) after giving effect to such designation, the Company and its Restricted Subsidiaries shall be in pro forma compliance with each of the covenants in Section 7.11 as of the last day of the most recent fiscal quarter for which financial statements have been delivered pursuant to Section 6.01 (or, if prior to any such delivery, as of the date of the financial statements described in Section 5.05(b)), (iii) once Subsidiary is designated as an Unrestricted Subsidiary, the Company may re-designate such aggregate Fair Market Value of all outstanding Investments owned by the Issuer and its Restricted Subsidiaries in the Subsidiary as a “Restricted Subsidiary” pursuant to Section 2.14(b), but, thereafter, the Company shall not re-designate such Subsidiary as an “Unrestricted Subsidiary” pursuant to this Section 2.14(a) and (iv) no Subsidiary may be designated as an Unrestricted Subsidiary will be deemed to be an Investment made as of the 63 time of the designation and will reduce the amount available for Restricted Payments under the Section 4.08 hereof or continue under one or more clauses of the definition of Permitted Investments, as determined by the Issuer. That designation will only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. The Issuer may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if that redesignation would not cause a Default. Any designation of a Subsidiary of the Issuer as an Unrestricted Subsidiary (A) if it is will be evidenced to the Trustee by filing with the Trustee a “Restricted Subsidiary” for the purpose copy of a resolution of the indenture governing the New Notes or any other Indebtedness Board of Directors of the Company or Issuer giving effect to such designation and an Officer’s Certificate certifying that such designation complies with the preceding conditions and was permitted by Section 4.08 hereof. If, at any other Loan Party in a stated principal amount in excess of time, any Unrestricted Subsidiary would fail to meet the Threshold Amount or (B) unless each of its direct and indirect Subsidiaries is also designated preceding requirements as an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary pursuant for purposes of this Indenture and any Debt of such Subsidiary will be deemed to this Section 2.14(a). The designation of any Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment be incurred by the Company or a Restricted Subsidiary therein at as of such date and, if such Debt is not permitted to be incurred as of such date under Section 4.06, the date Issuer will be in default of designation in an amount equal to the fair market value Section 4.06. The Board of Directors of the Company’s or its Issuer may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary’s (as applicable) investment therein ; provided that such designation will be deemed to be an incurrence of Debt by a Restricted Subsidiary of any outstanding Debt of such Unrestricted Subsidiary, and such Investment must at designation will only be permitted if (1) such time be Debt is permitted under Section 7.03(j)4.06, calculated on a pro forma basis as if such designation had occurred at the beginning of the applicable reference period; and (2) no Default or Event of Default would be in existence following such designation.

Designation of Unrestricted and Restricted Subsidiaries. (a) At any time after the Closing Date and Date, upon written notice to Agent (which written notice shall contain a certification as to the Administrative Agentmatters set forth in this clause (a)), the Company a Borrower Agent may designate any Restricted Subsidiary of the Company Parent (along with all Subsidiaries of such Restricted Subsidiary, but in each case, excluding any Borrower and any direct or indirect parent of a Borrower) as an “Unrestricted Subsidiary”; provided that (i) both before and after giving effect to such designation, no Default or Event of Default shall have occurred and be continuing, (ii) after giving effect the Investment in such Unrestricted Subsidiary must be permitted at such time under Section 10.2.4(e) (with the amount of such Investment being deemed to such designation, be the Company and its Restricted Subsidiaries shall be in pro forma compliance with each fair market value of the covenants in Section 7.11 as net assets of such Subsidiary at the last day of the most recent fiscal quarter for which financial statements have been delivered pursuant to Section 6.01 time such Subsidiary is designated an Unrestricted Subsidiary (or, if prior with respect to any such deliverySubsidiary that is not a Wholly Owned Subsidiary, as the percentage of such fair market value of the date net assets that is equal to the percentage ownership of the financial statements described in Section 5.05(b)Equity Interests held by Parent or a Restricted Subsidiary) by Parent or a Restricted Subsidiary therein at the time such Subsidiary is designated an Unrestricted Subsidiary), (iii) once designated as an Unrestricted Subsidiary, the Company a Borrower Agent may re-designate such Subsidiary as a “Restricted Subsidiary” pursuant to Section 2.14(b2.6(b), but, thereafter, the Company such Borrower Agent shall not re-designate such Subsidiary as an “Unrestricted Subsidiary” pursuant to this Section 2.14(a) 2.6(a), and (iv) no Subsidiary may be designated as an Unrestricted Subsidiary or continue as an Unrestricted Subsidiary (A) if it is a “Restricted Subsidiary” for borrower or guarantor under the purpose of the indenture governing the New Notes or any other Indebtedness of the Company or any other Term Loan Party in a stated principal amount in excess of the Threshold Amount Agreement or (B) unless each of its direct and indirect Subsidiaries is also designated an Unrestricted Subsidiary pursuant to this Section 2.14(a). The designation of any Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the Company or a Restricted Subsidiary therein at the date of designation in an amount equal to the fair market value of the Company’s or its Restricted Subsidiary’s (as applicable) investment therein and such Investment must at such time be permitted under Section 7.03(j2.6(a).

Designation of Unrestricted and Restricted Subsidiaries. (a) At any time after the Closing Date and Date, upon written notice to Agent (which written notice shall contain a certification as to the Administrative Agentmatters set forth in this clause (a)), the Company a Borrower Agent may designate any Restricted Subsidiary of the Company Parent (along with all Subsidiaries of such Restricted Subsidiary, but in each case, excluding any Borrower and any direct or indirect parent of a Borrower) as an “Unrestricted Subsidiary”; provided that (i) both before and after giving effect to such designation, no Default or Event of Default shall have occurred and be continuing, (ii) after giving effect the Investment in such Unrestricted Subsidiary must be permitted at such time under Section 10.2.4(e) (with the amount of such Investment being deemed to such designation, be the Company and its Restricted Subsidiaries shall be in pro forma compliance with each fair market value of the covenants in Section 7.11 as net assets of such Subsidiary at the last day of the most recent fiscal quarter for which financial statements have been delivered pursuant to Section 6.01 time such Subsidiary is designated an Unrestricted Subsidiary (or, if prior with respect to any such deliverySubsidiary that is not a Wholly Owned Subsidiary, as the percentage of such fair market value of the date net assets that is equal to the percentage ownership of the financial statements described in Section 5.05(b)Equity Interests held by Parent or a Restricted Subsidiary) by Parent or a Restricted Subsidiary therein at the time such Subsidiary is designated an Unrestricted Subsidiary), (iii) once designated as an Unrestricted Subsidiary, the Company a Borrower Agent may re-designate such Subsidiary as a “Restricted Subsidiary” pursuant to Section 2.14(b2.6(b), but, thereafter, the Company such Borrower Agent shall not re-re- 66 designate such Subsidiary as an “Unrestricted Subsidiary” pursuant to this Section 2.14(a) 2.6(a), and (iv) no Subsidiary may be designated as an Unrestricted Subsidiary or continue as an Unrestricted Subsidiary (A) if it is a “Restricted Subsidiary” for borrower or guarantor under the purpose of the indenture governing the New Notes or any other Indebtedness of the Company or any other Term Loan Party in a stated principal amount in excess of the Threshold Amount Agreement or (B) unless each of its direct and indirect Subsidiaries is also designated an Unrestricted Subsidiary pursuant to this Section 2.14(a). The designation of any Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the Company or a Restricted Subsidiary therein at the date of designation in an amount equal to the fair market value of the Company’s or its Restricted Subsidiary’s (as applicable) investment therein and such Investment must at such time be permitted under Section 7.03(j2.6(a).

Designation of Unrestricted and Restricted Subsidiaries. (a) At any time after the Closing 2021 Refinancing Amendment Effective Date and upon written notice to the Administrative Agent, the Company may designate any Restricted Subsidiary of the Company (along with all Subsidiaries of such Restricted Subsidiary) as an “Unrestricted Subsidiary”; provided that (i) both before and after giving effect to such designation, no Default or Event of Default shall have occurred and be continuing, (ii) after giving effect to such designation, the Company and its Restricted Subsidiaries shall be in pro forma compliance with each of the covenants in Section 7.11 as of the last day of the most recent fiscal quarter for which financial statements have been delivered pursuant to Section 6.01 (or, if prior to any such delivery, as of the date of the financial statements described in Section 5.05(b))6.01, (iii) once designated as an Unrestricted Subsidiary, the Company may re-designate such Subsidiary as a “Restricted Subsidiary” pursuant to Section 2.14(b), but, thereafter, the Company shall not re-designate such Subsidiary as an “Unrestricted Subsidiary” pursuant to this Section 2.14(a) and (iv) no Subsidiary may be designated as an Unrestricted Subsidiary or continue as an Unrestricted Subsidiary (A) if it is a “Restricted Subsidiary” for the purpose of the indenture governing the New 2024 Notes, the 2027 Notes or any other Indebtedness of the Company or any other Loan Party in a stated principal amount in excess of the Threshold Amount or (B) unless each of its direct and indirect Subsidiaries is also designated an Unrestricted Subsidiary pursuant to this Section 2.14(a). The designation of any Subsidiary as an Unrestricted Subsidiary after the Closing 2021 Refinancing Amendment Effective Date shall constitute an Investment by the Company or a Restricted Subsidiary therein at the date of designation in an amount equal to the fair market value of the Company’s or its Restricted Subsidiary’s (as applicable) investment therein and such Investment must at such time be permitted under Section 7.03(j).