Common use of Unrestricted Subsidiaries Clause in Contracts

Unrestricted Subsidiaries. Subject to the exclusions in the proviso in the definition of “Unrestricted Subsidiary”, any Restricted Subsidiary may be designated as an Unrestricted Subsidiary and any Unrestricted Subsidiary may be designated as a Restricted Subsidiary upon delivery to the Administrative Agent of written notice from the Borrower; provided that (a) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing, (b) other than for purposes of designating a Restricted Subsidiary as an Unrestricted Subsidiary in connection with a Permitted Securitization Program, immediately after giving effect to such designation, on a Pro Forma Basis, the Total Leverage Ratio shall be equal to or less than 2.50:1.00, (c) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for purposes of any of the Priority Lien Notes Documents, the ABL Credit Documents or any documents evidencing any Permitted Refinancing Indebtedness or any Subordinated Indebtedness and (d) each Restricted Subsidiary to be designated as an Unrestricted Subsidiary and its Subsidiaries has not at the time of designation, and does not thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect to any Indebtedness other than Non-Recourse Debt. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary shall constitute an Investment under Section 7.02 by the Borrower therein at the date of designation in an amount equal to the net book value of the Borrower’s investment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the incurrence at the time of designation of any Indebtedness or Liens of such Restricted Subsidiary existing at such time.

Unrestricted Subsidiaries. Subject to The Borrower may form or otherwise acquire Unrestricted Subsidiaries with the exclusions in prior written consent of the proviso in the definition of “Unrestricted Subsidiary”, any Restricted Subsidiary may be designated as an Unrestricted Subsidiary and Majority Banks. The Borrower shall not permit any Unrestricted Subsidiary may to: (a) create, assume, incur or otherwise become or remain obligated in respect of or permit to be designated as a outstanding any Indebtedness, other than Indebtedness which is non-recourse to the Borrower and the Restricted Subsidiaries; (b) create, assume, incur or permit to exist or to be created, any Lien on any of its properties or assets, whether now owned or hereafter acquired, other than Liens securing Indebtedness which is non-recourse to the Borrower and the Restricted Subsidiaries; (c) Guaranty, assume, be obligated with respect to, or permit to be outstanding any Guaranty of, any obligation of any other Person other than Guaranties which are non-recourse to the Borrower and the Restricted Subsidiaries; or (d) own any assets or conduct any business or other activities without the prior written consent of the Majority Banks. In addition, the Borrower shall not and shall not permit any of its Subsidiaries to: (x) pledge or permit the pledge of the Capital Stock or other ownership interests of any Unrestricted Subsidiary upon delivery to any Person (other than to the Administrative Agent as additional Collateral for the Obligations); (y) make any loan or advance to, or Guaranty any obligations of, any Unrestricted Subsidiary or otherwise acquire for consideration evidences of written notice from the Borrower; provided that (a) immediately before and after such designationIndebtedness, no Default Capital Stock or Event other securities of Default shall have occurred and be continuingany Unrestricted Subsidiary, (b) other than for purposes investments permitted under Section 7.6 hereof and other than intercompany loans and advances among the Unrestricted Subsidiaries; or (z) transfer any assets to any Unrestricted Subsidiary. The Borrower shall not permit the net worth of designating a Restricted Subsidiary as an any Unrestricted Subsidiary in connection with a Permitted Securitization ProgramSubsidiary, immediately after giving effect to such designationall contingent liabilities and as otherwise determined in accordance with GAAP, on a Pro Forma Basis, the Total Leverage Ratio shall to be equal to or less than 2.50:1.00, (c) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for purposes of zero at any of the Priority Lien Notes Documents, the ABL Credit Documents or any documents evidencing any Permitted Refinancing Indebtedness or any Subordinated Indebtedness and (d) each Restricted Subsidiary to be designated as an Unrestricted Subsidiary and its Subsidiaries has not at the time of designation, and does not thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect to any Indebtedness other than Non-Recourse Debt. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary shall constitute an Investment under Section 7.02 by the Borrower therein at the date of designation in an amount equal to the net book value of the Borrower’s investment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the incurrence at the time of designation of any Indebtedness or Liens of such Restricted Subsidiary existing at such time.

Unrestricted Subsidiaries. Subject to Administrative Borrower may at any time after the exclusions in the proviso in the definition of “Unrestricted Subsidiary”Closing Date (a) designate any Subsidiary (other than a Borrower), any Restricted Subsidiary may be designated as an Unrestricted Subsidiary and or (b) redesignate any Unrestricted Subsidiary may be designated as a Restricted Subsidiary upon delivery to the Administrative Agent of written notice from the BorrowerSubsidiary; provided provided, that (ai) immediately before and after any such designation, no Default or Event of Default shall have occurred and be continuing, (bii) other than for purposes of designating a Restricted Subsidiary as an Unrestricted Subsidiary in connection with a Permitted Securitization Program, immediately after giving effect to such designation, the Companies shall be in compliance with the financial covenants set forth in Section 6.10, determined on a Pro Forma BasisBasis as of the last day of the most recently ended four fiscal quarters of Administrative Borrower for which financial statements have been delivered pursuant to Section 5.01(a) or (b), as applicable, regardless whether such date of determination precedes the Total Leverage Ratio shall be equal to or less than 2.50:1.00first test date for such covenant, (ciii) no Subsidiary of Administrative Borrower may be designated as an Unrestricted Subsidiary for purposes of this Agreement if it is a not an “Restricted Unrestricted Subsidiary” for purposes the purpose of any other Material Indebtedness of Administrative Borrower or any of the Priority Lien Notes DocumentsRestricted Subsidiaries that has a Restricted/Unrestricted Subsidiary provision, the ABL Credit Documents or any documents evidencing any Permitted Refinancing Indebtedness or any Subordinated Indebtedness and (div) each Restricted any Subsidiary to be designated as that was an Unrestricted Subsidiary and its Subsidiaries has then was designated as a Restricted Subsidiary may not at the time of designation, and does not thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect to any Indebtedness other than Non-Recourse Debtthereafter be redesignated as an Unrestricted Subsidiary. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment under Section 7.02 by the Administrative Borrower (or its relevant Restricted Subsidiary) therein at the date of designation in an amount equal to the net book value of the Administrative Borrower’s investment (or such Restricted Subsidiary’s) Investment therein. The designation On the date of redesignation of any Unrestricted Subsidiary as a Restricted Subsidiary, Administrative Borrower (or such Restricted Subsidiary) shall be deemed to continue to have a permanent “Investment” in an Unrestricted Subsidiary shall constitute equal to the incurrence amount (if positive) equal to (a) the “Investment” of Administrative Borrower or such Restricted Subsidiary, as the case may be, in such Subsidiary at the time of designation such redesignation, less (b) the fair market value (as determined in good faith by Administrative Borrower) of any Indebtedness or Liens the net assets of such Restricted Subsidiary existing at the time of such timeredesignation.

Unrestricted Subsidiaries. Subject to (a) The Borrower may at any time designate, by a certificate executed by a Responsible Officer of the exclusions in the proviso in the definition of “Unrestricted Subsidiary”Borrower, any Restricted Subsidiary may be designated as an Unrestricted Subsidiary and any Unrestricted Subsidiary may be designated as a Restricted Subsidiary upon delivery to the Administrative Agent of written notice from the BorrowerSubsidiary; provided that (ai) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing, (ii) the Borrower is in compliance on a Pro Forma Basis with the financial covenants set forth in Section 7.11 immediately after giving effect to such designation as of the last day of the most recent fiscal quarter of the Borrower for which financial statements have been delivered pursuant to Section 6.1(a) or (b), and (iii) other than for purposes of designating a Restricted Subsidiary as an Unrestricted Subsidiary in connection with a Permitted Securitization Program, immediately at all times after giving effect to such designation, on a Pro Forma Basis(A) such Unrestricted Subsidiary shall have no Indebtedness other than Non-Recourse Debt, the Total Leverage Ratio shall be equal to or less other than 2.50:1.00as contemplated by Section 7.2(d)(iii), (cB) neither the Borrower nor any Restricted Subsidiary will have any direct or indirect obligation for any obligation or liability of such Unrestricted Subsidiary, other than as contemplated by Section 7.2(d)(iii) and (C) neither the Borrower nor any Restricted Subsidiary will be required to maintain or preserve such Unrestricted Subsidiary’s financial condition or cause such Unrestricted Subsidiary to achieve any specified level of operating results, (iv) such Unrestricted Subsidiary does not own, directly or indirectly, any Equity Interests in the Borrower or any Restricted Subsidiary and (v) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for purposes the purpose of any Indebtedness of the Priority Lien Notes Documents, the ABL Credit Documents Borrower or any documents evidencing any Permitted Refinancing Indebtedness or any Subordinated Indebtedness and (d) each its Restricted Subsidiary to be designated as an Unrestricted Subsidiary and its Subsidiaries has not at the time of designation, and does not thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect to any Indebtedness other than Non-Recourse DebtSubsidiaries. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary shall constitute an Investment under Section 7.02 by the Borrower or the relevant Restricted Subsidiary (as applicable) therein at the date of designation in an amount equal to the net book fair market value of the Borrowerall such Person’s investment outstanding Investment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the incurrence at the time of designation of any Indebtedness or Liens of such Restricted Subsidiary existing at such time.

Unrestricted Subsidiaries. Subject to the exclusions in the proviso in the definition of “Unrestricted Subsidiary”, (a) The Borrower may at any time designate any Restricted Subsidiary may be designated as an Unrestricted Subsidiary and or any Unrestricted Subsidiary may be designated as a Restricted Subsidiary upon delivery to the Administrative Agent of written notice from the BorrowerSubsidiary; provided that (ai) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing, (b) other than for purposes of designating a Restricted Subsidiary as an Unrestricted Subsidiary in connection with a Permitted Securitization Program, immediately after giving effect to such designation, on a Pro Forma Basis, the Total Leverage Ratio shall be equal to or less than 2.50:1.00, (cii) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for purposes of any of the Priority Lien Notes Documents, the ABL Credit Documents or any documents evidencing any Permitted Refinancing Indebtedness or any Subordinated Indebtedness and (d) each Restricted Subsidiary to be was previously designated as an Unrestricted Subsidiary or if any of its Subsidiaries is a Restricted Subsidiary (unless such Subsidiaries are being designated as Unrestricted Subsidiaries simultaneously therewith), (iii) immediately after giving effect to such designation (A) the Borrower and the Restricted Subsidiaries shall be in compliance, on an historical pro forma basis, with the covenants set forth in Sections 8.02 and 8.12, (B) the aggregate amount of revenues of the Unrestricted Subsidiaries shall not exceed 10% of the aggregate amount of revenues of the Borrower and its Subsidiaries has on a consolidated basis, (C) the consolidated EBITDA (measured on the same basis as “Consolidated EBITDA” provided herein, but for the Unrestricted Subsidiaries only) of the Unrestricted Subsidiaries shall not at exceed 10% of the time Consolidated EBITDA (measured as if all Subsidiaries were Restricted Subsidiaries for this purpose) of the Borrower and its Subsidiaries on a consolidated basis, and (D) the aggregate amount of total assets of the Unrestricted Subsidiaries shall not exceed 10% of the total assets of the Borrower and its Subsidiaries, and (iv) prior to the effectiveness of any such designation, and does not thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable the Borrower shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating compliance with respect to any Indebtedness other than Non-Recourse Debtthe preceding subsections (iii)(A) through (iii)(D). The designation of any Restricted Subsidiary as an Unrestricted Subsidiary shall constitute an Investment under Section 7.02 by the Borrower therein at the date of designation in an amount equal to the net book value sum of (i) the Borrower’s investment therein. The direct or indirect equity ownership percentage of the net worth of such designated Restricted Subsidiary immediately prior to such designation (such net worth to be calculated without regard to any guarantee provided by such designated Restricted Subsidiary) and (ii) without duplication, the aggregate principal amount of any all Indebtedness owed by such designated Unrestricted Subsidiary as a and its Subsidiaries (to the extent such Subsidiaries are not previously Unrestricted Subsidiaries) to the Borrower or any Restricted Subsidiary immediately prior to such designation, all calculated, except as set forth in the parenthetical to clause (i), on a consolidated basis in accordance with GAAP (and such designation shall constitute only be permitted to the incurrence at the time of designation of any Indebtedness or Liens of extent such Restricted Subsidiary existing at such timeInvestment is permitted under Section 8.03).

Unrestricted Subsidiaries. Subject to The Borrower may at any time after the exclusions in the proviso in the definition of “Unrestricted Subsidiary”, Closing Date designate (or redesignate) any Restricted Subsidiary may be designated subsidiary as an Unrestricted Subsidiary and any or remove an Unrestricted Subsidiary may be designated Subsidiary’s designation as such (a Restricted Subsidiary upon delivery to the Administrative Agent of written notice from the Borrower“Designation Removal”); provided that (ai) immediately before and after any such designation, no Default or Event of Default shall have occurred and be continuing, exists (b) other than for purposes of designating a Restricted Subsidiary as an Unrestricted Subsidiary in connection with a Permitted Securitization Program, immediately including after giving effect to such designationthe reclassification of Investments in, Indebtedness of, and Liens on a Pro Forma Basisthe assets of, the Total Leverage Ratio shall be equal to applicable Subsidiary or less than 2.50:1.00Unrestricted Subsidiary) and (ii) as of the date of the designation thereof, (c) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for purposes of shall own any Capital Stock in any Subsidiary of the Priority Lien Notes DocumentsBorrower or hold any Indebtedness of, the ABL Credit Documents or any documents evidencing Lien on, any Permitted Refinancing Indebtedness property of the Borrower or any Subordinated Indebtedness and (d) each Restricted Subsidiary to be designated as an Unrestricted Subsidiary and its Subsidiaries has not at the time of designation, and does not thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect to any Indebtedness other than Non-Recourse DebtSubsidiaries. The designation of any Restricted Subsidiary subsidiary as an Unrestricted Subsidiary shall constitute an Investment under Section 7.02 by the Borrower (or its applicable Subsidiary) therein at the date of designation in an amount equal to the net book portion of the fair market value of the net assets of such Subsidiary attributable to the Borrower’s investment therein(or its applicable Subsidiary’s) equity interest therein as reasonably estimated by the Borrower (and such designation shall only be permitted to the extent such Investment is permitted under Section 7.7). The designation of any Unrestricted Subsidiary as a Restricted Subsidiary A Designation Removal shall constitute the making, incurrence or granting, as applicable, at the time of designation of any then-existing Investment, Indebtedness or Liens Lien of such Restricted subsidiary, as applicable; provided that upon any Designation Removal, the Borrower shall be deemed to continue to have an Investment in the resulting Subsidiary existing in an amount (if positive) equal to (a) the Borrower’s “Investment” in such Subsidiary at the time of such timere-designation, less (b) the portion of the fair market value of the net assets of such Subsidiary attributable to the Borrower’s equity therein at the time of such re-designation.

Unrestricted Subsidiaries. Subject (a) The Board of Directors of Borrower may at any time designate any Subsidiary of Borrower (other than any Loan Party) to the exclusions in the proviso in the definition of “Unrestricted Subsidiary”, any Restricted Subsidiary may be designated as an Unrestricted Subsidiary and any Unrestricted Subsidiary may be designated as a Restricted Subsidiary upon delivery to the Administrative Agent of written notice from the Borrower; provided that (a) immediately before and after such designation, if no Default or Event of Default shall have has occurred and be continuingis continuing or would result therefrom. If a Subsidiary of Borrower is designated as an Unrestricted Subsidiary, (b) other than for purposes the aggregate Fair Market Value of designating a all outstanding Investments of Borrower and its Restricted Subsidiaries in the Subsidiary designated as an Unrestricted Subsidiary in connection with a Permitted Securitization Program, immediately after giving effect to such designation, on a Pro Forma Basis, the Total Leverage Ratio shall be deemed to be an Investment made as of the time of the designation and shall reduce the amount available for Restricted Payments under Section 6.9 or under one or more clauses of the definition of Permitted Investments, as determined by Borrower, by an amount equal to or less than 2.50:1.00the amount of such Investment. The designation of a Subsidiary of Borrower as an Unrestricted Subsidiary shall only be permitted if the Investment would be permitted by this Agreement at the time of designation and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. Additionally, (c) no Subsidiary of Borrower may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purposes of any of the Priority Lien Notes Documents, the ABL Credit Documents Senior Note Document or any documents evidencing any Permitted Refinancing Indebtedness or any Subordinated Indebtedness and (d) each Restricted Subsidiary incurred to be designated as an Unrestricted Subsidiary and its Subsidiaries has not at the time of designation, and does not thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect to any Indebtedness other than Non-Recourse Debtrefinance such Indebtedness. The Any designation of any Restricted a Subsidiary of Borrower as an Unrestricted Subsidiary shall constitute an Investment under Section 7.02 be evidenced to Agent by the Borrower therein at the date submitting to Agent a certified copy of designation in an amount equal to the net book value a resolution of the BorrowerBoard of Directors of Borrower giving effect to such designation and an Officer’s investment thereinCertificate certifying that such designation complied with the requirements and conditions set forth in this clause (a) and was permitted by Section 6.9. The designation of If, at any time, any Unrestricted Subsidiary fails to meet the preceding requirements as an Unrestricted Subsidiary, it shall thereafter cease to be an Unrestricted Subsidiary for purposes of this Agreement and any Indebtedness of such Subsidiary and Liens on such Subsidiary’s assets shall be deemed to be incurred by a Restricted Subsidiary shall constitute the incurrence at the time of designation of any Indebtedness or Liens Borrower as of such Restricted Subsidiary existing at date and, if such timeIndebtedness is not permitted to be incurred as of such date under Section 6.1 or such Liens are not permitted to be incurred as of such date under Section 6.2, an Event of Default shall immediately arise.

Unrestricted Subsidiaries. Subject to If any Unsecured Subsidiary incurs Unsecured Subsidiaries’ Permitted Project Debt, the exclusions in the proviso in the definition of “Unrestricted Subsidiary”, any Restricted Borrower may request that such Unsecured Subsidiary may be designated as an Unrestricted Subsidiary such that the representations, covenants, Events of Default and other relevant provisions of this Agreement shall not apply in respect of such Unrestricted Subsidiary, and the Lenders agree to act reasonably in considering any such request. Any such designation shall be approved in writing by the Lenders acting unanimously, and shall be subject to the execution and delivery of an amendment to this Agreement to reflect all conditions and restrictions the Lenders acting reasonably may require. Without limiting the generality of the foregoing, such amendment may include provisions with respect to the following: • amendments to the financial covenants herein; • the assets of the Unrestricted Subsidiary may not be designated as a Restricted commingled with the assets of the other Companies; • the liabilities of the Unrestricted Subsidiary upon delivery to may not be commingled with the Administrative Agent liabilities of written notice the other Companies; • the books and records of the Unrestricted Subsidiary will be maintained separately from the Borrower; provided that (a) immediately before books and after such designation, no Default or Event of Default shall have occurred and be continuing, (b) other than for purposes of designating a Restricted Subsidiary as an Unrestricted Subsidiary in connection with a Permitted Securitization Program, immediately after giving effect to such designation, on a Pro Forma Basis, the Total Leverage Ratio shall be equal to or less than 2.50:1.00, (c) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for purposes of any records of the Priority Lien Notes Documents, other Companies; • the ABL Credit Documents or any documents evidencing any Permitted Refinancing Indebtedness or any Subordinated Indebtedness and (d) each Restricted Subsidiary to be designated as an Unrestricted Subsidiary and its Subsidiaries has the other Companies will not at the time of designationtake any action or omit to take any action which would, and does not thereafteror would reasonably be expected to, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect result in any Company becoming subject to any Indebtedness Insolvency Proceeding in respect of the Unrestricted Subsidiary by way of procedural or substantive consolidation of their estates, joint administration or any other procedure or proceeding which may result in anything other than Nona completely separate “ring-Recourse Debt. The designation fenced” administration of any Restricted Subsidiary as an the assets and liabilities of each of Unrestricted Subsidiary and the other Companies; • the other Companies shall constitute an Investment under Section 7.02 by the Borrower therein at the date of designation in an amount equal not be permitted to the net book value guarantee any indebtedness or other obligations of the Borrower’s investment therein. The designation Unrestricted Subsidiary; • limits on the amount of any Investments which the Companies may make in the Unrestricted Subsidiary; • all dealings between the Companies and the Unrestricted Subsidiary as must be on a Restricted Subsidiary shall constitute the incurrence at the time of designation of any Indebtedness or Liens of such Restricted Subsidiary existing at such timecommercially reasonable basis; and • ancillary amendments.

Unrestricted Subsidiaries. Subject (a) Schedule 6.08 sets forth those Subsidiaries that have been designated as Unrestricted Subsidiaries as of the date hereof, which Subsidiaries do not include any Guarantor or a Borrower. A Borrower may designate any other of its Subsidiaries (other than a Borrower or a Guarantor) as Unrestricted Subsidiaries from time to time in compliance with the exclusions in provisions of this Section 6.08. Such Borrower will not designate any of its Subsidiaries as an Unrestricted Subsidiary unless at the proviso in the definition of “Unrestricted Subsidiary”, any Restricted time such Subsidiary may be is designated as an Unrestricted Subsidiary and any Unrestricted Subsidiary may be designated as a Restricted Subsidiary upon delivery to the Administrative Agent of written notice from the Borrower; provided that (a) immediately Subsidiary, before and after giving effect to such designationdesignation on a pro forma basis, no Default or Event of Default shall have occurred and be continuing, (b) other than as certified in an Officers' Certificate delivered to the Administrative Agent at the time of such designation. Such Officers' Certificate also shall state the specific purpose for purposes which such designation is being made. All Subsidiaries of designating a Restricted Subsidiary Unrestricted Subsidiaries shall be Unrestricted Subsidiaries. It is understood and agreed that, notwithstanding anything in this Agreement to the contrary, upon designation by AOLTW of TWE or TWEAN as an Unrestricted Subsidiary in connection accordance with this Section 6.08 subsequent to termination of its status as a Permitted Securitization ProgramBorrower in accordance with Section 2.21, immediately after giving effect to such designation, on a Pro Forma Basis, the Total Leverage Ratio shall be equal to or less than 2.50:1.00, (c) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for purposes of any determining compliance with the provisions of this Agreement and the Priority Lien Notes other Credit Documents, including the ABL Credit Documents or foregoing provisions of this Section 6.08, all representations and warranties, conditions, covenants and/or Defaults to the extent otherwise applicable to any documents evidencing any Permitted Refinancing Indebtedness or any Subordinated Indebtedness and (d) each Restricted Subsidiary such terminated Borrower but not applicable to all Unrestricted Subsidiaries generally, shall thereafter be designated as an Unrestricted Subsidiary and its Subsidiaries has not at the time of designation, and does not thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable deemed inapplicable with respect to any Indebtedness other than Non-Recourse Debt. The designation of any Restricted Subsidiary such terminated Borrower until such time, if any, as an Unrestricted Subsidiary such terminated Borrower shall constitute an Investment under Section 7.02 by the Borrower therein at the date of designation in an amount equal to the net book value of the Borrower’s investment therein. The designation of any Unrestricted Subsidiary as subsequently be designated or redesignated a Restricted Subsidiary shall constitute the incurrence at the time of designation of any Indebtedness or Liens of such Restricted Subsidiary existing at such timeSubsidiary.

Unrestricted Subsidiaries. Subject After the Closing Date, the Borrower shall have the right to the exclusions in the proviso in the definition of designate any Subsidiary from time to time as an “Unrestricted Subsidiary”” for purposes of this Agreement, any Restricted Subsidiary may be designated as an Unrestricted Subsidiary and any Unrestricted Subsidiary may be designated as a Restricted Subsidiary upon delivery by giving written notice thereof to the Administrative Agent of written notice from the Borrower; provided that (a) immediately before and after such designation, so long as no Default or Event of Default shall have has occurred and be continuingis continuing or, after giving pro forma effect thereto, would result therefrom (b) other than for purposes of designating including, without limitation, under Section 7.04 and Section 7.07). The Borrower may redesignate any Unrestricted Subsidiary as a Restricted Subsidiary so long as no Default or Event of Default has occurred and is continuing or would result therefrom. The designation of any Subsidiary as an Unrestricted Subsidiary in connection with a Permitted Securitization Program, immediately after giving effect subsequent to such designation, on a Pro Forma Basis, the Total Leverage Ratio shall be equal to or less than 2.50:1.00, (c) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for purposes date of any of the Priority Lien Notes Documents, the ABL Credit Documents or any documents evidencing any Permitted Refinancing Indebtedness or any Subordinated Indebtedness and (d) each Restricted Subsidiary to be designated as an Unrestricted Subsidiary and its Subsidiaries has not at the time of designation, and does not thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect to any Indebtedness other than Non-Recourse Debt. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary this Agreement shall constitute an Investment under Section 7.02 by the Borrower and the other Restricted Subsidiaries therein at the date of designation in an amount equal to the net book fair market value of the Borrower’s investment thereinor Restricted Subsidiary’s Investment in such Subsidiary. Upon a redesignation of any Unrestricted Subsidiary that was designated as an Unrestricted Subsidiary after the Closing Date as a Restricted Subsidiary, the Borrower and its Restricted Subsidiaries shall be deemed to continue to have an Investment in the Equity Interests of an Unrestricted Subsidiary in an amount (if positive) equal to (i) the lesser of (A) the fair market value of the Investments of the Borrower and its Restricted Subsidiaries in such Subsidiary at the time of such redesignation and (B) the fair market value of Investments of the Borrower and its Restricted Subsidiaries made in connection with the designation of such Subsidiary as an Unrestricted Subsidiary, minus (ii) the portion (proportionate to the Borrower’s and its Restricted Subsidiaries’ Equity Interests in such Subsidiary) of the fair market value of the Net Worth of such Subsidiary at the time of such redesignation. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the incurrence or making, as applicable, at the time of designation of any Indebtedness Investments, Debt or Liens of such Restricted Subsidiary existing at such time.

Unrestricted Subsidiaries. Subject to The Borrowers may at any time on or after the exclusions in the proviso in the definition of “Unrestricted Subsidiary”, Amendment Effective Date designate any Restricted Subsidiary may be designated as an Unrestricted Subsidiary and or any Unrestricted Subsidiary may be designated as a Restricted Subsidiary upon delivery to the Administrative Agent of written notice from the BorrowerSubsidiary; provided that (a) immediately before and after giving effect to such designation, no Default or Event of Default shall have occurred and be continuing, (b) other than for purposes of designating a Restricted Subsidiary as an Unrestricted Subsidiary in connection with a Permitted Securitization Program, immediately after giving effect to such designation, on a Pro Forma Basisthe Borrowers shall be in pro forma compliance with the covenants set forth in Section 7.13 (it being understood that if no Fiscal Quarter cited in Section 7.13 has ended, the Total Leverage Ratio covenant in Section 7.13 for the first Fiscal Quarter cited in Section 7.13 shall be equal satisfied as of the last four quarters ended on or prior to or less than 2.50:1.00, such designation) and the Borrower shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance and (c) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for purposes the purpose of any Indebtedness for borrowed money permitted under Section 7.02 with an aggregate outstanding principal amount in excess of the Priority Lien Notes Documents$5,000,000, the ABL Credit Documents or any documents evidencing any Permitted Refinancing Junior Indebtedness or any Subordinated Indebtedness and (d) each Restricted Subsidiary incurred pursuant to be designated as an Unrestricted Subsidiary and its Subsidiaries has not at the time of designation, and does not thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect to any Indebtedness other than Non-Recourse DebtSection 7.02(c). The designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Amendment Effective Date shall constitute an Investment under Section 7.02 by the Borrower PETIQ therein at the date of designation in an amount equal to the net book fair market value of the BorrowerPETIQ’s investment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Investment, Indebtedness or and Liens of such Restricted Subsidiary existing at such timetime and (ii) a return on any Investment by PETIQ in such Subsidiary pursuant to the preceding sentence in an amount equal to the fair market value at the date of such designation of PETIQ’s Investment in such Subsidiary. Notwithstanding the foregoing, neither PETIQ nor 119 any direct or indirect parent of PETIQ that is a Subsidiary shall be permitted to be an Unrestricted Subsidiary.

Unrestricted Subsidiaries. Subject Prior to the exclusions in Plant Completion Date, no subsidiaries of the proviso in Borrower shall be Unrestricted Subsidiaries. The Borrower may at any time after the definition Plant Completion Date designate any of “Unrestricted Subsidiary”, any Restricted Subsidiary may be designated its Subsidiaries as an Unrestricted Subsidiary and or any Unrestricted Subsidiary may be designated as a Restricted Subsidiary upon delivery that is not an Unrestricted Subsidiary by written notice to the Administrative Agent of written notice from the BorrowerAgent; provided that (ai) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing, (bii) other than for purposes of designating a Restricted Subsidiary as an Unrestricted Subsidiary in connection with a Permitted Securitization Program, immediately after giving effect to such designation, the Total Secured Debt Leverage Ratio (calculated on a Pro Forma Basis, ) as of the Total Leverage Ratio end of the most recent Test Period shall be less than or equal to or less than 2.50:1.002.50 to 1.00, (ciii) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” restricted by and subject to the covenants contained in the documents governing Indebtedness expressly subordinated to the Obligations, (iv) the LNG Group Members shall have sufficient Investment capacity hereunder (determined in accordance with the following sentence) in respect of such designation, and (v) for purposes the avoidance of any of the Priority Lien Notes Documentsdoubt, the ABL Credit Documents or any documents evidencing any Permitted Refinancing Indebtedness or any Subordinated Indebtedness and (d) each Restricted Subsidiary to Borrower shall not be designated as an Unrestricted Subsidiary and its Subsidiaries has not at the time of designation, and does not thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect to any Indebtedness other than Non-Recourse DebtSubsidiary. The designation of any Restricted Subsidiary of the Borrower as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment under Section 7.02 by the Borrower LNG Group Members therein at the date of designation in an amount equal to the net book fair market value (as determined in good faith by a Responsible Officer) of the Borrower’s LNG Group Members’ investment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary of the Borrower that is not an Unrestricted Subsidiary shall constitute the incurrence at the time of designation of any Indebtedness or Liens of such Restricted Subsidiary existing at such time. Notwithstanding anything in this Agreement to the contrary, any LNG Group Member designated as an Unrestricted Subsidiary shall not be deemed to be an LNG Group Member for any purposes of this Agreement, including without limitation for purposes of financial definitions and financial calculations contained herein.

Unrestricted Subsidiaries. Subject to the exclusions in the proviso in the definition The board of “Unrestricted Subsidiary”, directors (or similar governing body) of Borrower may at any time designate any Restricted Subsidiary may be designated of Borrower acquired or formed after the Effective Date as an Unrestricted Subsidiary and or any Unrestricted Subsidiary may be designated as a Restricted Subsidiary upon delivery to the Administrative Agent of written notice from the BorrowerSubsidiary; provided that provided, that, (ai) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuingcontinuing or would result therefrom, (bii) other than for purposes of designating a Restricted Subsidiary as an Unrestricted Subsidiary in connection with a Permitted Securitization Program, immediately after giving effect to such designation, the Credit Parties shall be in compliance on a Pro Forma Basispro forma basis with the covenants set forth in Article VII, recomputed for the Total Leverage Ratio shall be equal most recent Fiscal Quarter for which financial statements have been delivered (or are required to or less than 2.50:1.00have been delivered), (ciii) no Subsidiary may be designated as an Unrestricted Subsidiary if it is was previously an unrestricted Subsidiary and has been redesignated as a “Restricted Subsidiary” for purposes of any of the Priority Lien Notes Documents, the ABL Credit Documents or any documents evidencing any Permitted Refinancing Indebtedness or any Subordinated Indebtedness and (div) each Restricted no Subsidiary to may be designated as an Unrestricted Subsidiary to the extent that after giving effect thereto, all Unrestricted Subsidiaries would have total assets (including Stock in other Subsidiaries and its Subsidiaries has not excluding investments that are eliminated in consolidation) equal to or greater than 2.50% of Consolidated Total Assets, (v) Borrower shall deliver to Agent at least three Business Days prior to such designation a certificate of a Responsible Officer of Borrower, together with all relevant financial information reasonably requested by Agent, demonstrating compliance with the time foregoing clauses (i) through (iv) of designationthis Section 5.16 and, if applicable, certifying that such Subsidiary meets the requirements of an “Unrestricted Subsidiary” and does not thereafter(vi) at least ten days prior to the designation of any Unrestricted Subsidiary as a Restricted Subsidiary, createthe Lenders shall have received all documentation and other information required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, incurincluding the USA Patriot Act, issue, assume, guarantee or otherwise become directly or indirectly liable with respect to any Indebtedness other than Non-Recourse Debtsuch Subsidiary. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary shall constitute an Investment under Section 7.02 by the Borrower Credit Parties therein at the date of designation in an amount equal to the net book fair market value of the Borrower’s investment thereinapplicable Credit Parties’ Investment in such Subsidiary; provided that upon a designation of such Unrestricted Subsidiary as a Restricted Subsidiary (including by means of a transfer of assets of an Unrestricted Subsidiary to a Restricted Subsidiary or a combination of an Unrestricted Subsidiary with a Restricted Subsidiary in which the Restricted Subsidiary survives), the Credit Parties shall be deemed to continue to have a permanent Investment in an Unrestricted Subsidiary in an amount (if positive) equal to (i) the lesser of (A) the fair market value of the Investments of the Credit Parties and their Restricted Subsidiaries in such Unrestricted Subsidiary at the time of such redesignation, combination or transfer (or of the assets transferred or conveyed, as applicable) and (B) the fair market value of Investments of the Credit Parties and their Restricted Subsidiaries made in connection with the designation of such Restricted Subsidiary as an Unrestricted Subsidiary minus (ii) the portion (proportionate to the Credit Parties’ and their Subsidiaries’ Stock in such resulting Restricted Subsidiary) of the fair market value of the net assets of such Restricted Subsidiary at the time of such redesignation, combination or transfer (or of the assets transferred or conveyed, as applicable). The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the incurrence or making, as applicable, at the time of designation of any Investments, Indebtedness or Liens of such Restricted Subsidiary existing at such time.

Unrestricted Subsidiaries. Subject to the exclusions in the proviso in the definition of “Unrestricted Subsidiary”, (a) The Borrower may at any time designate any Restricted Subsidiary may be designated as an Unrestricted Subsidiary and or any Unrestricted Subsidiary may be designated as a Restricted Subsidiary upon delivery to the Administrative Agent of written notice from the BorrowerSubsidiary; provided that (ai) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing, (b) other than for purposes of designating a Restricted Subsidiary as an Unrestricted Subsidiary in connection with a Permitted Securitization Program, immediately after giving effect to such designation, on a Pro Forma Basis, the Total Leverage Ratio shall be equal to or less than 2.50:1.00, (cii) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for purposes of any of the Priority Lien Notes Documents, the ABL Credit Documents or any documents evidencing any Permitted Refinancing Indebtedness or any Subordinated Indebtedness and (d) each Restricted Subsidiary to be was previously designated as an Unrestricted Subsidiary or if any of its Subsidiaries is a Restricted Subsidiary (unless such Subsidiaries are being designated as Unrestricted Subsidiaries simultaneously therewith), (iii) immediately after giving effect to such designation (A) the Borrower and the Restricted Subsidiaries shall be in compliance, on a historical pro forma basis, with the covenants set forth in Sections 8.02 and 8.12, (B) the aggregate amount of revenues of the Unrestricted Subsidiaries shall not exceed 10% of the aggregate amount of revenues of the Borrower and its Subsidiaries has on a consolidated basis, (C) the consolidated EBITDA (measured on the same basis as “Consolidated EBITDA” provided herein, but for the Unrestricted Subsidiaries only) of the Unrestricted Subsidiaries shall not at exceed 10% of the time Consolidated EBITDA (measured as if all Subsidiaries were Restricted Subsidiaries for this purpose) of the Borrower and its Subsidiaries on a consolidated basis, and (D) the aggregate amount of total assets of the Unrestricted Subsidiaries shall not exceed 10% of the total assets of the Borrower and its Subsidiaries, and (iv) prior to the effectiveness of any such designation, and does not thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable the Borrower shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating compliance with respect to any Indebtedness other than Non-Recourse Debtthe preceding subsections (iii)(A) through (iii)(D). The designation of any Restricted Subsidiary as an Unrestricted Subsidiary shall constitute an Investment under Section 7.02 by the Borrower therein at the date of designation in an amount equal to the net book value sum of (i) the Borrower’s investment therein. The direct or indirect equity ownership percentage of the net worth of such designated Restricted Subsidiary immediately prior to such designation (such net worth to be calculated without regard to any guarantee provided by such designated Restricted Subsidiary) and (ii) without duplication, the aggregate principal amount of any all Indebtedness owed by such designated Unrestricted Subsidiary as a and its Subsidiaries (to the extent such Subsidiaries are not previously Unrestricted Subsidiaries) to the Borrower or any Restricted Subsidiary immediately prior to such designation, all calculated, except as set forth in the parenthetical to clause (i), on a consolidated basis in accordance with GAAP (and such designation shall constitute only be permitted to the incurrence at the time of designation of any Indebtedness or Liens of extent such Restricted Subsidiary existing at such timeInvestment is permitted under Section 8.03).

Unrestricted Subsidiaries. Subject to (a) The Borrower may at any time designate, by a certificate executed by a Responsible Officer of the exclusions in the proviso in the definition of “Unrestricted Subsidiary”Borrower, any Restricted Subsidiary may be designated as an Unrestricted Subsidiary and any Unrestricted Subsidiary may be designated as a Restricted Subsidiary upon delivery to the Administrative Agent of written notice from the BorrowerSubsidiary; provided that (ai) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing, (ii) the Borrower is in pro forma compliance with the financial covenants set forth in Section 7.11 immediately after giving effect to such designation as of the last day of the most recent fiscal quarter of the Borrower for which financial statements have been delivered pursuant to Section 6.01(a) or (b) other than for purposes of designating a Restricted Subsidiary as an Unrestricted Subsidiary in connection with a Permitted Securitization Program, immediately and (iii) after giving effect to such designation, on a Pro Forma Basis, the Total Leverage Ratio (A) such Unrestricted Subsidiary shall be equal to or less have no Indebtedness other than 2.50:1.00Non-Recourse Debt, (cB) neither the Borrower nor any Restricted Subsidiary will have any direct or indirect obligation for any obligation or liability of such Unrestricted Subsidiary and (C) neither the Borrower nor any Restricted Subsidiary will be required to maintain or preserve such Unrestricted Subsidiary’s financial condition or cause such Unrestricted Subsidiary to achieve any specified level of operating results, (iv) such Unrestricted Subsidiary does not own, directly or indirectly, any Equity Interests of the Borrower or any Restricted Subsidiary, (v) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for purposes the purpose of any Indebtedness of the Priority Lien Notes Documents, the ABL Credit Documents Borrower or any documents evidencing any Permitted Refinancing Indebtedness or any Subordinated Indebtedness its Restricted Subsidiaries and (dvi) each Restricted Subsidiary to be designated as an the total assets of all Unrestricted Subsidiary and its Subsidiaries has not at the time of designation, and does not thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect to any Indebtedness (other than Non-Recourse Debtthe Rover JV Holdco) shall be less than 10% of Consolidated Total Assets immediately after giving effect to such designation. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary shall constitute an Investment under Section 7.02 by the Borrower or the relevant Restricted Subsidiary (as applicable) therein at the date of designation in an amount equal to the net book fair market value of the Borrowerall such Person’s investment outstanding Investment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the incurrence at the time of designation of any Indebtedness or Liens of such Restricted Subsidiary existing at such time.

Unrestricted Subsidiaries. Subject (i) The Board of the Company may designate any Subsidiary (including any newly acquired or newly formed Subsidiary) to be an Unrestricted Subsidiary so long as (1) such Subsidiary has no Indebtedness other than Non-Recourse Indebtedness, (2) no default with respect to any Indebtedness of such Subsidiary would permit (upon notice, lapse of time or otherwise) any holder of any other Indebtedness of the exclusions in the proviso in the definition of “Unrestricted Subsidiary”, Company or any Restricted Subsidiary to declare a default on such other Indebtedness or cause the payment thereof to be accelerated or payable prior to its stated maturity, (3) any Investment in such Subsidiary made as a result of designating such Subsidiary an Unrestricted Subsidiary will not violate the provisions of Section 5(g), (4) neither the Company nor any Restricted Subsidiary has a contract, agreement, arrangement, understanding or obligation of any kind, whether written or oral, with such Subsidiary other than those that might be obtained at the time from Persons who are not Affiliates of the Company, (5) neither the Company nor any Restricted Subsidiary has any obligation to subscribe for additional shares of Capital Stock or other equity interests in such Subsidiary, or to maintain or preserve such Subsidiary's financial condition or to cause such Subsidiary to achieve certain levels of operating results, and (6) such Unrestricted Subsidiary has at least one director on its board of directors that is not a director or executive officer of the Company or any of its Restricted Subsidiaries and has at least one executive officer that is not a director or executive officer of the Company or any of its Restricted Subsidiaries. Notwithstanding the foregoing, the Company may be designated not designate any Subsidiary Guarantor (whether or not existing as of the Closing Date) as an Unrestricted Subsidiary and Subsidary. (ii) The Board of the Company may designate any Unrestricted Subsidiary may be designated as a Restricted Subsidiary upon delivery to the Administrative Agent of written notice from the BorrowerSubsidiary; provided that (a1) immediately before and after such designation, no Default or Event of Default shall have has occurred and be continuing, (b) other than for purposes of designating a Restricted Subsidiary as an Unrestricted Subsidiary in connection with a Permitted Securitization Program, immediately after giving effect to is continuing following such designation, on a Pro Forma Basis, the Total Leverage Ratio shall be equal to or less than 2.50:1.00, (c) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for purposes of any of the Priority Lien Notes Documents, the ABL Credit Documents or any documents evidencing any Permitted Refinancing Indebtedness or any Subordinated Indebtedness designation and (d2) each Restricted Subsidiary to be designated as an Unrestricted Subsidiary and its Subsidiaries has not the Company could, at the time of designationmaking such designation and giving such pro forma effect as if such designation had been made at the beginning of the applicable four quarter period, and does not thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in clause (i) of Section 5(i) (treating any Indebtedness other than Non-Recourse Debt. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary shall constitute an Investment under Section 7.02 by the Borrower therein at the date of designation in an amount equal to the net book value of the Borrower’s investment therein. The designation of any such Unrestricted Subsidiary as the incurrence of Indebtedness by a Restricted Subsidiary shall constitute the incurrence at the time of designation of any Indebtedness or Liens of such Restricted Subsidiary existing at such timeSubsidiary).

Unrestricted Subsidiaries. Subject to (a) The Borrower may at any time designate, by a certificate executed by a Responsible Officer of the exclusions in the proviso in the definition of “Unrestricted Subsidiary”Borrower, any Restricted Subsidiary may be designated as an Unrestricted Subsidiary and any Unrestricted Subsidiary may be designated as a Restricted Subsidiary upon delivery to the Administrative Agent of written notice from the BorrowerSubsidiary; provided that (ai) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing, (ii) the Borrower is in pro forma compliance with the financial covenants set forth in Section 7.11 immediately after giving effect to such designation as of the last day of the most recent fiscal quarter of the Borrower for which financial statements have been delivered pursuant to Section 6.01(a) or (b) other than for purposes of designating a Restricted Subsidiary as an Unrestricted Subsidiary in connection with a Permitted Securitization Program, immediately and (iii) after giving effect to such designation, on a Pro Forma Basis, the Total Leverage Ratio (A) such Unrestricted Subsidiary shall be equal to or less have no Indebtedness other than 2.50:1.00Non-Recourse Debt, (cB) neither the Borrower nor any Restricted Subsidiary will have any direct or indirect obligation for any obligation or liability of such Unrestricted Subsidiary and (C) neither the Borrower nor any Restricted Subsidiary will be required to maintain or preserve such Unrestricted Subsidiary’s financial condition or cause such Unrestricted Subsidiary to achieve any specified level of operating results, (iv) such Unrestricted Subsidiary does not own, directly or indirectly, any Equity Interests of the Borrower or any Restricted Subsidiary, (v) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for purposes the purpose of any Indebtedness of the Priority Lien Notes Documents, the ABL Credit Documents Borrower or any documents evidencing any Permitted Refinancing Indebtedness or any Subordinated Indebtedness its Restricted Subsidiaries and (dvi) each Restricted Subsidiary the total assets of all Unrestricted Subsidiaries shall be less than 10% of Consolidated Total Assets immediately after giving effect to be designated as an Unrestricted Subsidiary and its Subsidiaries has not at the time of such designation, and does not thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect to any Indebtedness other than Non-Recourse Debt. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary shall constitute an Investment under Section 7.02 by the Borrower or the relevant Restricted Subsidiary (as applicable) therein at the date of designation in an amount equal to the net book fair market value of the Borrowerall such Person’s investment outstanding Investment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the incurrence at the time of designation of any Indebtedness or Liens of such Restricted Subsidiary existing at such time.

Unrestricted Subsidiaries. Subject The Issuer may designate any ------------------------- Subsidiary of the Issuer to the exclusions in the proviso in the definition of “be an "Unrestricted Subsidiary”" as provided below in which event such Subsidiary and each other Person that is then, or thereafter becomes, a Subsidiary of such Subsidiary will be deemed to be an Unrestricted Subsidiary. "Unrestricted Subsidiary" means (1) any Restricted Subsidiary may be designated as an Unrestricted Subsidiary and any Unrestricted Subsidiary may be designated such by the Board of Directors as a Restricted Subsidiary upon delivery to the Administrative Agent of written notice from the Borrower; provided that set forth below where (a) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing, (b) other than for purposes of designating a Restricted Subsidiary as an Unrestricted Subsidiary in connection with a Permitted Securitization Program, immediately after giving effect to such designation, on a Pro Forma Basis, the Total Leverage Ratio shall be equal to or less than 2.50:1.00, (c) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for purposes of any of the Priority Lien Notes Documents, the ABL Credit Documents or any documents evidencing any Permitted Refinancing Indebtedness or any Subordinated Indebtedness and (d) each Restricted Subsidiary to be designated as an Unrestricted Subsidiary and its Subsidiaries has not at the time of designation, and does not thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable default with respect to any Indebtedness Debt of such Subsidiary or any Subsidiary of such Subsidiary (including any right which the holders thereof may have to take enforcement action against such Subsidiary) would permit (upon notice, lapse of time or both) any holder of any other Debt in a principal amount in excess of $10.0 million of the Issuer and its Subsidiaries (other than Non-Recourse Debt. The designation of any another Unrestricted Subsidiary) to declare a default on such other Debt or cause the payment thereof to be accelerated or payable prior to its final scheduled maturity and (b) the Issuer could make a Restricted Subsidiary as an Unrestricted Subsidiary shall constitute an Investment under Section 7.02 by the Borrower therein at the date of designation Payment in an amount equal to the net greater of the fair market value and book value of such Subsidiary pursuant to Section 1011 and such amount is thereafter treated as a Restricted Payment for the Borrower’s investment thereinpurpose of calculating the aggregate amount available for Restricted Payments thereunder and (2) any Subsidiary of an Unrestricted Subsidiary. The designation Board of Directors may not designate a Subsidiary to be an Unrestricted Subsidiary if such Subsidiary owns any Capital Stock of, or owns or holds any Lien on any property of, any other Subsidiary of the Issuer which is not a Subsidiary of the Subsidiary to be so designated or otherwise an Unrestricted Subsidiary. The Board of Directors may designate any Unrestricted Subsidiary as a Restricted Subsidiary and shall constitute the incurrence at the time of be deemed to have made such designation of any Indebtedness or Liens of such Restricted Subsidiary existing if at such timetime the condition set forth in clause (a) in the definition of "Unrestricted Subsidiary" shall cease to be true.

Unrestricted Subsidiaries. Subject to The Company may at any time after the exclusions in the proviso in the definition of “Unrestricted Subsidiary”, Closing Date designate any Foreign Subsidiary that is a Restricted Subsidiary may be designated as an Unrestricted Subsidiary and or any Unrestricted Subsidiary may be designated as a Restricted Subsidiary upon delivery to the Administrative Agent of written notice from the BorrowerSubsidiary; provided that (a) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing, (b) other than for purposes of designating a Restricted Subsidiary as an Unrestricted no Loan Party or Foreign Subsidiary in connection with a Permitted Securitization Program, immediately after giving effect to such designation, on a Pro Forma Basis, the Total Leverage Ratio shall be equal to or less than 2.50:1.00, (c) no Subsidiary Qualified Jurisdiction may be designated as an Unrestricted Subsidiary, (c) without Agent’s consent, no Restricted Subsidiary may be designated an Unrestricted Subsidiary if it is a “Restricted was previously designated an Unrestricted Subsidiary” for purposes of any of the Priority Lien Notes Documents, the ABL Credit Documents or any documents evidencing any Permitted Refinancing Indebtedness or any Subordinated Indebtedness and (d) each without Agent’s consent, no Unrestricted Subsidiary may be designated a Restricted Subsidiary to be if it was previously designated a Restricted Subsidiary; provided further that, unless designated by the Company as an Unrestricted a Restricted Subsidiary and its Subsidiaries has not at the time of designationthe formation or acquisition thereof, and does not thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect to any Indebtedness Subsidiary (other than Non-Recourse Debtany Subsidiary organized in a Qualified Jurisdiction) formed or acquired after the Closing Date shall be an Unrestricted Subsidiary until, if ever, such Subsidiary is designated as a Restricted Subsidiary in accordance with this Section 5.18. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment under Section 7.02 by the Borrower therein at the date of designation in an amount equal to the net book fair market value of the Borrower’s investment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (A) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Restricted Subsidiary existing at such timetime and (B) a return on any Investment by the Borrower in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value at the date of such designation of the Borrower’s Investment in such Subsidiary.

Unrestricted Subsidiaries. Subject From time to time the exclusions in Borrower may form or otherwise acquire one (1) or more additional Unrestricted Subsidiaries, provided that the proviso in Borrower provides the definition Co-Administrative Agents with notice of “Unrestricted Subsidiary”, any Restricted Subsidiary may be designated as its intent to form or acquire an Unrestricted Subsidiary making reference to this Section 7.15, together with the following information with respect to each such Unrestricted Subsidiary, not less than ten (10) days prior to such formation or acquisition: (1) the name and state of incorporation or formation of such Unrestricted Subsidiary; (2) the intended purpose for and business to be conducted by such Unrestricted Subsidiary; (3) the amount and nature of any Investment to be made in such Unrestricted Subsidiary by the Borrower or any of its Subsidiaries; and (4) such additional information as the Co-Administrative Agents may reasonably require with respect thereto. The Borrower shall not permit any Unrestricted Subsidiary may be designated as a Restricted Subsidiary upon delivery to the Administrative Agent of written notice from the Borrower; provided that to: (a) immediately before create, assume, incur or otherwise become or remain obligated in respect of or permit to be outstanding any Indebtedness, other than Indebtedness which is non-recourse to the Borrower and after such designation, no Default or Event of Default shall have occurred and be continuing, the Subsidiaries; (b) create, assume, incur or permit to exist or to be created, any Lien on any of its properties or assets, whether now owned or hereafter acquired, other than for purposes of designating a Restricted Subsidiary as an Unrestricted Subsidiary in connection with a Permitted Securitization Program, immediately after giving effect Liens securing Indebtedness which is non-recourse to such designation, on a Pro Forma Basis, the Total Leverage Ratio shall be equal to Borrower and the Subsidiaries; or less than 2.50:1.00, (c) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for purposes of any of the Priority Lien Notes Documents, the ABL Credit Documents or any documents evidencing any Permitted Refinancing Indebtedness or any Subordinated Indebtedness and (d) each Restricted Subsidiary to be designated as an Unrestricted Subsidiary and its Subsidiaries has not at the time of designation, and does not thereafter, create, incur, issueGuaranty, assume, guarantee or otherwise become directly or indirectly liable be obligated with respect to or permit to be outstanding any Indebtedness Guaranty of, any obligation of any other Person, other than NonGuaranties which are non-Recourse Debt. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary shall constitute an Investment under Section 7.02 by recourse to the Borrower therein at and the date Subsidiaries. In addition, the Borrower shall not and shall not permit any of designation in an amount equal to its Subsidiaries to: (i) pledge or permit the net book value pledge of the Borrower’s investment therein. The designation capital stock or other ownership interests of any Unrestricted Subsidiary to any Person (other than to the Collateral Agent as a Restricted additional Collateral for the Obligations); (ii) make any loan or advance to, or Guaranty any obligations of, any Unrestricted Subsidiary shall constitute the incurrence at the time or otherwise acquire for consideration evidences of designation Indebtedness, capital stock or other securities of any Indebtedness Unrestricted Subsidiary, other than Investments permitted by Section 7.6 hereof and intercompany loans and advances among the Unrestricted Subsidiaries; or Liens of such Restricted Subsidiary existing at such time(iii) transfer any assets to any Unrestricted Subsidiary.

Unrestricted Subsidiaries. Subject to The Borrower may form or otherwise acquire Unrestricted Subsidiaries with the exclusions in prior written consent of the proviso in the definition of “Unrestricted Subsidiary”, any Restricted Subsidiary may be designated as an Unrestricted Subsidiary and Majority Lenders. The Borrower shall not permit any Unrestricted Subsidiary may to: (a) create, assume, incur or otherwise become or remain obligated in respect of or permit to be designated as a outstanding any Indebtedness, other than Indebtedness which is non-recourse to the Borrower and the Restricted Subsidiaries; (b) create, assume, incur or permit to exist or to be created, any Lien on any of its properties or assets, whether now owned or hereafter acquired, other than Liens securing Indebtedness which is non-recourse to the Borrower and the Restricted Subsidiaries; (c) Guaranty, assume, be obligated with respect to, or permit to be outstanding any Guaranty of, any obligation of any other Person other than Guaranties which are non-recourse to the Borrower and the Restricted Subsidiaries; or (d) own any assets or conduct any business or other activities without the prior written consent of the Majority Lenders. In addition, the Borrower shall not and shall not permit any of its Subsidiaries to: (x) pledge or permit the pledge of the Capital Stock or other ownership interests of any Unrestricted Subsidiary upon delivery to any Person (other than to the Administrative Agent as additional Collateral for the Obligations); (y) make any loan or advance to, or Guaranty any obligations of, any Unrestricted Subsidiary or otherwise acquire for consideration evidences of written notice from the Borrower; provided that (a) immediately before and after such designationIndebtedness, no Default Capital Stock or Event other securities of Default shall have occurred and be continuingany Unrestricted Subsidiary, (b) other than for purposes Investments permitted under Section 7.6 hereof, and other than intercompany loans and advances among the Unrestricted Subsidiaries; or (z) transfer any assets to any Unrestricted Subsidiary. The Borrower shall not permit the net worth of designating a Restricted Subsidiary as an any Unrestricted Subsidiary in connection with a Permitted Securitization ProgramSubsidiary, immediately after giving effect to such designationall contingent liabilities and as otherwise determined in accordance with GAAP, on a Pro Forma Basisto be less than zero at any time. Notwithstanding the foregoing and provided that the Borrower provides to the Administrative Agent and the Lenders financial projections and calculations, in form and substance satisfactory to the Administrative Agent, specifically demonstrating the Borrower's compliance with Sections 7.8, 7.9, 7.10, 7.11 and 7.12 hereto, both before and after giving effect thereto, the Total Leverage Ratio shall be equal Borrower may form one or more Unrestricted Subsidiaries to finance pager purchases and may invest up to an aggregate of $15,000,000 in such Unrestricted Subsidiaries through a purchase of the Capital Stock of, or less than 2.50:1.00membership interests in, (c) no Subsidiary such Unrestricted Subsidiaries, or a loan or advance to, or a Guaranty of the obligations of, such Unrestricted Subsidiaries which may be designated as funded with an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for purposes of any of the Priority Lien Notes Documents, the ABL Credit Documents or any documents evidencing any Permitted Refinancing Indebtedness or any Subordinated Indebtedness and (d) each Restricted Subsidiary to be designated as an Unrestricted Subsidiary and its Subsidiaries has not at the time of designation, and does not thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect to any Indebtedness other than Non-Recourse Debt. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary shall constitute an Investment under Section 7.02 by the Borrower therein at the date of designation in an amount equal to the net book value of the Borrower’s investment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the incurrence at the time of designation of any Indebtedness or Liens of such Restricted Subsidiary existing at such timeAdvance hereunder.

Unrestricted Subsidiaries. Subject (a) The Board of Directors of the Company may designate any Subsidiary (including any newly acquired or newly formed Subsidiary) to be an Unrestricted Subsidiary so long as (i) neither the exclusions in the proviso in the definition of “Unrestricted Subsidiary”, Company nor any Restricted Subsidiary is directly or indirectly liable for any Indebtedness of such Subsidiary, (ii) no default with respect to any Indebtedness of such Subsidiary would permit (upon notice, lapse of time or otherwise) any holder of any other Indebtedness of the Company or any Restricted Subsidiary to declare a default on such other Indebtedness or cause the payment thereof to be accelerated or payable prior to its stated maturity, (iii) any Investment in such Subsidiary made as a result of designating such Subsidiary an Unrestricted Subsidiary will not violate the provisions of Section 1011, (iv) neither the Company nor any Restricted Subsidiary has a contract, agreement, arrangement, understanding or obligation of any kind, whether written or oral, with such Subsidiary other than those that might be obtained at the time of such redesignation from persons who are not Affiliates of the Company, (v) neither the Company nor any Restricted Subsidiary has any obligation to subscribe for additional shares of Capital Stock or other equity interest in such Subsidiary, or to maintain or preserve such Subsidiary's financial condition or to cause such Subsidiary to achieve certain levels of operating results and (vi) such Unrestricted Subsidiary has at least one director on its Board of Directors that is not a director or executive officer of the Company or any of its Restricted Subsidiaries and has at least one executive officer that is not a director or executive officer of the Company or any of its Restricted Subsidiaries. Notwithstanding the foregoing, the Company may be designated not designate any of its Subsidiaries existing as of the Closing Date or any successor to any of them as an Unrestricted Subsidiary and may not sell, transfer or otherwise dispose of any properties or assets of any such Subsidiary to an Unrestricted Subsidiary may be designated as a Restricted Subsidiary upon delivery to the Administrative Agent of written notice from the Borrower; provided that (a) immediately before and after such designationSubsidiary, no Default or Event of Default shall have occurred and be continuing, (b) other than for purposes in the ordinary course of designating a Restricted Subsidiary as an Unrestricted Subsidiary in connection with a Permitted Securitization Program, immediately after giving effect to such designation, on a Pro Forma Basis, the Total Leverage Ratio shall be equal to or less than 2.50:1.00, (c) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for purposes of any of the Priority Lien Notes Documents, the ABL Credit Documents or any documents evidencing any Permitted Refinancing Indebtedness or any Subordinated Indebtedness and (d) each Restricted Subsidiary to be designated as an Unrestricted Subsidiary and its Subsidiaries has not at the time of designation, and does not thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect to any Indebtedness other than Non-Recourse Debt. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary shall constitute an Investment under Section 7.02 by the Borrower therein at the date of designation in an amount equal to the net book value of the Borrower’s investment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the incurrence at the time of designation of any Indebtedness or Liens of such Restricted Subsidiary existing at such timebusiness.

Unrestricted Subsidiaries. Subject to the exclusions in the proviso in the definition of “Unrestricted Subsidiary”, any Restricted Subsidiary may be designated as an Unrestricted Subsidiary and any Unrestricted Subsidiary may be designated as a Restricted Subsidiary upon delivery to the Administrative Agent of written notice from the Borrower; provided that (a) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing, (b) other than for purposes of designating a Restricted Subsidiary as an Unrestricted Subsidiary in connection with a Permitted Securitization Program, immediately after giving effect to such designation, on a Pro Forma Basis, the Total Leverage Ratio shall be equal to or less than 2.50:1.00, (c) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for purposes of any of the Priority Lien Notes Documents, the ABL Credit Documents Term Loan Documents, the LC Agreement or any documents evidencing any Permitted Refinancing Indebtedness or any Subordinated Indebtedness and (d) each Restricted Subsidiary to be designated as an Unrestricted Subsidiary and its Subsidiaries has not at the time of designation, and does not thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect to any Indebtedness other than (x) Non-Recourse Debt or (y) to the extent it does not constitute Non-Recourse Debt, the Wilpinjong Mandatory Offer to the extent permitted under Section 7.02 (Investments) and Section 7.03 (Indebtedness). The designation of any Restricted Subsidiary as an Unrestricted Subsidiary shall constitute an Investment under Section 7.02 by the Borrower therein at the date of designation in an amount equal to the net book value of the Borrower’s investment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the incurrence at the time of designation of any Indebtedness or Liens of such Restricted Subsidiary existing at such time.

Unrestricted Subsidiaries. Subject Notwithstanding anything to the exclusions contrary contained in this Agreement, (i) the proviso Borrower may create or acquire one or more Subsidiaries and designate (by written notice to the Administrative Agent and each Bank) such Subsidiary or Subsidiaries as an “Unrestricted Subsidiary” (which Unrestricted Subsidiaries may include, without limitation, any Person which is a Subsidiary of the Borrower on the Effective Date, (ii) such Unrestricted Subsidiaries shall not (x) constitute Material Subsidiaries, (y) constitute Subsidiaries for purposes of the definition of Material Subsidiaries or (z) be subject to Sections 5, 6, 7 or 8 of this Agreement (and the operations, assets and liabilities of such Unrestricted Subsidiaries shall not be included in determining compliance with the financial covenants set forth in Sections 7.10, 7.11 and 7.12, except that the carrying value of such Unrestricted Subsidiaries recorded in accordance with GAAP shall be included in the definition of “Unrestricted Subsidiary”Net Worth), any Restricted Subsidiary may (iii) the financial reports required to be designated as an Unrestricted Subsidiary and any Unrestricted Subsidiary may provided hereunder (including, without limitation, those provided pursuant to Section 6.01) shall be designated as prepared in a Restricted Subsidiary upon delivery manner (reasonably satisfactory to the Administrative Agent Agent) which distinguishes the operations, assets and liabilities of written notice the Unrestricted Subsidiaries from those of the Borrower; provided that Borrower and its other Subsidiaries, and (aiv) immediately before the sum of (x) the aggregate amount paid by the Borrower and after such designation, no Default or Event of Default shall have occurred and be continuing, its Subsidiaries (b) other than for purposes of designating a Restricted Subsidiary as an Unrestricted Subsidiary Subsidiaries) in connection with a Permitted Securitization Program, immediately after giving effect the acquisitions of all Unrestricted Subsidiaries plus (y) the aggregate amount of liability of and recourse to such designation, on a Pro Forma Basis, the Total Leverage Ratio shall be equal to or less than 2.50:1.00, (c) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for purposes of any of the Priority Lien Notes Documents, the ABL Credit Documents or any documents evidencing any Permitted Refinancing Indebtedness or any Subordinated Indebtedness and (d) each Restricted Subsidiary to be designated as an Unrestricted Subsidiary Borrower and its Subsidiaries has not at the time of designation, and does not thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect to any Indebtedness (other than Non-Recourse Debt. The designation Unrestricted Subsidiaries) relating to the business and operations of any Restricted Subsidiary as an all Unrestricted Subsidiary shall constitute an Investment under Section 7.02 Subsidiaries (whether pursuant to Contingent Obligations or otherwise) plus (z) the aggregate amount of investments (including loans, advances and capital contributions) by the Borrower therein and its Subsidiaries (other than Unrestricted Subsidiaries) in all Unrestricted Subsidiaries shall not exceed $100,000,000 at the date of designation in an amount equal to the net book value of the Borrower’s investment thereinany time. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the incurrence at the time of designation of any Indebtedness or Liens of such Restricted Subsidiary existing at such time.* * *

Unrestricted Subsidiaries. Subject Invest (whether in cash, contribution of assets or equity interests or otherwise, provided that the value of the assets and equity interests shall be determined to be the fair market value of such assets and equity interests on the date of each such Investment) in any Unrestricted Subsidiary or to create any Unrestricted Subsidiary, or do any of the foregoing with respect to any direct or indirect subsidiary of any Unrestricted Subsidiary, in an amount which, in the aggregate at any one time outstanding for all Unrestricted Subsidiaries, exceeds $250,000,000 in the amount of the Net Investments by the Parent, the Borrower and their Restricted Subsidiaries, provided that, to the exclusions extent that any such Unrestricted Subsidiary becomes a Restricted Subsidiary and (i) becomes a Guarantor and (ii) has 100% of its Equity Interests pledged to secure the Obligations and otherwise complies with the requirements for becoming Restricted Subsidiaries at the time, then the preceding $250,000,000 limitation (as adjusted through the date of determination) shall be reinstated to the extent of the Investment by the applicable Loan Party in the proviso such Unrestricted Subsidiary, and such Unrestricted Subsidiary shall thereafter no longer be included in the definition of “Unrestricted Subsidiary”Subsidiaries. For the avoidance of doubt, the only manner in which any Restricted Subsidiary portion of the $250,000,000 limitation for Unrestricted Subsidiaries may be designated as reinstated is (x) for an Unrestricted Subsidiary to become a Restricted Subsidiary, execute a Guaranty and any have 100% of the Equity Interests in such Unrestricted Subsidiary may be designated pledged to secure the Obligations and (y) partial replenishment from time to time as a cash is received by the Borrower or its Restricted Subsidiary upon delivery Subsidiaries in accordance with the definition of Net Investments. The Parent, the Borrower and the Restricted Subsidiaries will (A) not conduct any business with the Unrestricted Subsidiaries, other than on fair and reasonable terms substantially as favorable (or more favorable) to the Administrative Agent of written notice from Parent, the Borrower; provided that (a) immediately before and after Borrower or such designation, no Default or Event of Default shall have occurred and be continuing, (b) other than for purposes of designating a Restricted Subsidiary as would be obtainable by the Parent, the Borrower or such Restricted Subsidiary at the time in a comparable arm’s length transaction with a Person other than an Unrestricted Subsidiary or an Affiliate, (B) keep all deposit accounts, investment accounts and other accounts of the Unrestricted Subsidiaries segregated and apart from the accounts of the Borrower, the Parent and the Restricted Subsidiaries, (C) use reasonable methods to (I) not commingle the business, employees and assets of the Parent, the Borrower and the Restricted Subsidiaries (other than servicing arrangements on fair and reasonable terms substantially as favorable (or more favorable) to the Parent, the Borrower or such Restricted Subsidiary as would be obtainable by the Parent, the Borrower or such Restricted Subsidiary at the time in connection a comparable arm’s length transaction with a Permitted Securitization Program, immediately after giving effect to such designation, on a Pro Forma Basis, the Total Leverage Ratio shall be equal to or less Person other than 2.50:1.00, (c) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for purposes of any or an Affiliate), and (II) keep the Business of the Priority Lien Notes DocumentsParent, the ABL Credit Documents or any documents evidencing any Permitted Refinancing Indebtedness or any Subordinated Indebtedness Borrower and (d) each the Restricted Subsidiary to be designated as an Subsidiaries separate and apart from the Unrestricted Subsidiary and its Subsidiaries has not at the time of designation, and does not thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect to any Indebtedness other than Non-Recourse Debt. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary shall constitute an Investment under Section 7.02 by the Borrower therein at the date of designation in an amount equal to the net book value of the Borrower’s investment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the incurrence at the time of designation of any Indebtedness or Liens of such Restricted Subsidiary existing at such timeSubsidiaries.

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

Unrestricted Subsidiaries. Subject To the extent agreed upon in writing by the Administrative Agent and the Required Lenders and subject to terms and conditions satisfactory to the exclusions in Required Lenders, the proviso in the definition of “Unrestricted Subsidiary”, Borrower may designate any Restricted Subsidiary may be designated of Holdings acquired or formed after the Closing Date as an Unrestricted Subsidiary and or any Unrestricted Subsidiary may be designated as a Restricted Subsidiary upon delivery to the Administrative Agent of written notice from the BorrowerSubsidiary; provided that provided, that, (ai) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuingcontinuing or would result therefrom, (bii) other than for purposes of designating a Restricted Subsidiary as an Unrestricted Subsidiary in connection with a Permitted Securitization Program, immediately before and after giving effect to such designation, the Borrower shall be in compliance on a Pro Forma Basispro forma basis with the covenants set forth in Section 7.1, recomputed for the Total Leverage Ratio shall be equal most recent Reference Period for which financial statements have been delivered (or are required to or less than 2.50:1.00have been delivered), (ciii) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for purposes of (or other similar term) under any of the Priority Lien Notes Documents, the ABL Credit Documents or any documents evidencing any Permitted Refinancing Subordinated Indebtedness or any Subordinated Indebtedness and other material Indebtedness, (div) each no Restricted Subsidiary to may be designated as an Unrestricted Subsidiary and its Subsidiaries has not at the time of designation, and does not thereafter, create, incur, issue, assume, guarantee if such Subsidiary is a Loan Party or otherwise become directly or indirectly liable owns any stock of, or holds a Lien on, any property of, Borrower, any Loan Party or any Restricted Subsidiary that is not a Subsidiary to be so designated as an Unrestricted Subsidiary, (v) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if such Subsidiary owns (and no Loan Party or Restricted Subsidiary may transfer to any Unrestricted Subsidiary) any Intellectual Property of the Loan Parties, (vi) Borrower shall deliver to Administrative Agent at least five (5) Business Days prior to such designation a certificate of a Responsible Officer of Borrower, demonstrating compliance with the foregoing clauses (i) through (v) of this Section 6.14 and, if applicable, certifying that such Subsidiary meets the requirements of an “Unrestricted Subsidiary” and (vii) at least ten (10) days prior to the designation of any Unrestricted Subsidiary as a Restricted Subsidiary, the Lenders shall have received all documentation and other information required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the USA Patriot Act, with respect to any Indebtedness other than Non-Recourse Debtsuch Subsidiary. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary shall constitute an Investment under Section 7.02 by the Borrower Loan Parties therein at the date of designation designation, in an amount equal to the net book fair market value of the Borrower’s investment thereinapplicable Loan Parties’ Investment in such Subsidiary; provided, that, upon a designation of such Unrestricted Subsidiary as a Restricted Subsidiary (including by means of a transfer of assets of an Unrestricted Subsidiary to a Restricted Subsidiary or a combination of an Unrestricted Subsidiary with a Restricted Subsidiary in which the Restricted Subsidiary survives), the Loan Parties shall be deemed to continue to have a permanent Investment in an Unrestricted Subsidiary in an amount (if positive) equal to (i) the lesser of (A) the fair market value of the Investments of the Loan Parties and their Restricted Subsidiaries in such Unrestricted Subsidiary at the time of such designation, combination or transfer (or of the assets transferred or conveyed, as applicable) and (B) the fair market value of Investments of the Loan Parties and their Restricted Subsidiaries made in connection with the designation of such Restricted Subsidiary as an Unrestricted Subsidiary minus (ii) the portion (proportionate to the Loan Parties’ and their Subsidiaries’ Capital Stock in such resulting Restricted Subsidiary) of the fair market value of the net assets of such Restricted Subsidiary at the time of such redesignation, combination or transfer (or of the assets transferred or conveyed, as applicable). The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the incurrence or making, as applicable, at the time of designation of any Investments, Indebtedness or Liens of such Restricted Subsidiary existing at such time. An Unrestricted Subsidiary that has subsequently been designated as a Restricted Subsidiary may not be redesignated as an Unrestricted Subsidiary.

Unrestricted Subsidiaries. Subject to The Parent may at any time after the exclusions in the proviso in the definition of “Unrestricted Subsidiary”, A&R Closing Date designate any Restricted Subsidiary may be designated as an Unrestricted Subsidiary and any or remove an Unrestricted Subsidiary may be designated Subsidiary’s designation as such (a Restricted Subsidiary upon delivery to the Administrative Agent of written notice from the Borrower“Designation Removal”); provided that (ai) immediately before and after any such designation, no Default or Event of Default shall have has occurred and be continuing, is continuing (b) other than for purposes of designating a Restricted Subsidiary as an Unrestricted Subsidiary in connection with a Permitted Securitization Program, immediately including after giving effect to the reclassification of Investments in, Indebtedness of, and Liens on the assets of, the applicable Subsidiary or Unrestricted Subsidiary) and (ii) after giving effect to any such designation, the Parent shall be in compliance with the Financial Covenants on a Pro Forma Basispro forma basis as of the last day of the most recently ended TTM Period and (iii) as of the date of the designation thereof, no Unrestricted Subsidiary shall own any Capital Stock in any Subsidiary of the Total Leverage Ratio shall be equal Parent (other than another Unrestricted Subsidiary) or hold any Indebtedness of, or any Lien on, any property of the Parent and its Subsidiaries; provided, further, that any Unrestricted Subsidiary that is re-designated as a Subsidiary pursuant to or less than 2.50:1.00, (c) no Subsidiary a Designation Removal may not subsequently be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for purposes of any of the Priority Lien Notes Documents, the ABL Credit Documents or any documents evidencing any Permitted Refinancing Indebtedness or any Subordinated Indebtedness and (d) each Restricted Subsidiary to be designated as an Unrestricted Subsidiary and its Subsidiaries has not at the time of designation, and does not thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect to any Indebtedness other than Non-Recourse Debt. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary shall constitute an Investment under Section 7.02 by the Borrower Parent (or its applicable Subsidiary) therein at the date of designation in an amount equal to the net book portion of the fair market value of the Borrowernet assets of such Subsidiary attributable to the Parent’s investment therein(or its applicable Subsidiary’s) equity interests therein as reasonably estimated by the Parent (and such designation shall only be permitted to the extent such Investment is permitted under Section 9.14). The designation of any Unrestricted Subsidiary as a Restricted Subsidiary A Designation Removal shall constitute the making, incurrence or granting, as applicable, at the time of designation of any then-existing Investment, Indebtedness or Liens Lien of such Restricted Subsidiary, as applicable; provided that upon any Designation Removal, the Parent shall be deemed to have received a return on any Investment by the Parent and its Subsidiaries in the resulting Subsidiary existing in an amount equal to the portion of the fair market value of the net assets of such Subsidiary attributable to the Parent’s equity therein at the time of such timere-designation.

Unrestricted Subsidiaries. Subject to (a) After the exclusions in Covenant Changeover Date, the proviso in the definition of Borrower may designate a Subsidiary as an “Unrestricted Subsidiary”, any Restricted Subsidiary may be designated as an Unrestricted Subsidiary and any Unrestricted Subsidiary may be designated as a Restricted Subsidiary upon delivery ” by written notification thereof to the Administrative Agent of written notice from the Borrower; Agent, provided that (ai) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing, (b) other than for purposes exists at the time of designating a Restricted Subsidiary as an Unrestricted Subsidiary in connection with a Permitted Securitization Program, immediately or after giving effect to such designation, on a (ii) the Borrower is in Pro Forma Basis, the Total Leverage Ratio shall be equal to or less than 2.50:1.00Compliance, (ciii) at all times after giving effect to such designation, (A) none of the holders of any Indebtedness, obligations or liabilities of such Unrestricted Subsidiary shall have any direct or indirect recourse to the Relevant Parties or any of their respective Properties for the payment of such Indebtedness, obligations or liabilities, other than as contemplated by Section 9.02(e)(ii) and (B) neither the Borrower nor any Restricted Subsidiary will be required to maintain or preserve such Unrestricted Subsidiary’s financial condition or cause such Unrestricted Subsidiary to achieve any specified level of operating results, (iv) such Unrestricted Subsidiary does not own, directly or indirectly, any Equity Interests in the Borrower or any Restricted Subsidiary upon giving effect to such designation and (v) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for purposes the purpose of any Indebtedness of the Priority Lien Notes Documents, the ABL Credit Documents Borrower or any documents evidencing any Permitted Refinancing Indebtedness or any Subordinated Indebtedness and (d) each its Restricted Subsidiary to be designated as an Unrestricted Subsidiary and its Subsidiaries has not at the time of designation, and does not thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect to any Indebtedness other than Non-Recourse DebtSubsidiaries. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary shall constitute an Investment under Section 7.02 by the Borrower or the relevant Restricted Subsidiary (as applicable) therein at the date of designation in an amount equal to the net book fair market value of the Borrowerall such Person’s investment thereinoutstanding Investment therein pursuant to which Section 9.05 shall apply. The designation of any Unrestricted Subsidiary as a No Restricted Subsidiary shall constitute the incurrence at the time of designation of any Indebtedness or Liens of such Restricted Subsidiary existing at such timemay be re-designated as an “Unrestricted Subsidiary”.

Unrestricted Subsidiaries. Subject (a) The Board of Directors of the Company may designate any Subsidiary (including any newly acquired or newly formed Subsidiary) to be an Unrestricted Subsidiary so long as (i) neither the exclusions in the proviso in the definition of “Unrestricted Subsidiary”, Company nor any Restricted Subsidiary is directly or indirectly liable for any Indebtedness of such Subsidiary, (ii) no default with respect to any Indebtedness of such Subsidiary would permit (upon notice, lapse of time or otherwise) any holder of any other Indebtedness of the Company or any Restricted Subsidiary to declare a default on such other Indebtedness or cause the payment thereof to be accelerated or payable prior to its stated maturity, (iii) any Investment in such Subsidiary made as a result of designating such Subsidiary an Unrestricted Subsidiary will not violate the provisions of Section 1011, (iv) neither the Company nor any Restricted Subsidiary has a contract, agreement, arrangement, understanding or obligation of any kind, whether written or oral, with such Subsidiary other than those that might be obtained at the time from Persons who are not Affiliates of the Company, (v) neither the Company nor any Restricted Subsidiary has any obligation to subscribe for additional shares of Capital Stock or other equity interest in such Subsidiary, or to maintain or preserve such Subsidiary's financial condition or to cause such Subsidiary to achieve certain levels of operating results, and (vi) such Unrestricted Subsidiary has at least one director on its Board of Directors that is not a director or executive officer of the Company or any of its Restricted Subsidiaries and has at least one executive officer of the Company or any of its Restricted Subsidiaries. Notwithstanding the foregoing, the Company may be designated not designate any of its Subsidiaries existing as of the Closing Date or any successor to any of 95 them as an Unrestricted Subsidiary and may not sell, transfer or otherwise dispose of any properties or assets of any such Subsidiary to an Unrestricted Subsidiary may be designated as a Restricted Subsidiary upon delivery to the Administrative Agent of written notice from the Borrower; provided that (a) immediately before and after such designationSubsidiary, no Default or Event of Default shall have occurred and be continuing, (b) other than for purposes in the ordinary course of designating a Restricted Subsidiary as an Unrestricted Subsidiary in connection with a Permitted Securitization Program, immediately after giving effect to such designation, on a Pro Forma Basis, the Total Leverage Ratio shall be equal to or less than 2.50:1.00, (c) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for purposes of any of the Priority Lien Notes Documents, the ABL Credit Documents or any documents evidencing any Permitted Refinancing Indebtedness or any Subordinated Indebtedness and (d) each Restricted Subsidiary to be designated as an Unrestricted Subsidiary and its Subsidiaries has not at the time of designation, and does not thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect to any Indebtedness other than Non-Recourse Debt. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary shall constitute an Investment under Section 7.02 by the Borrower therein at the date of designation in an amount equal to the net book value of the Borrower’s investment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the incurrence at the time of designation of any Indebtedness or Liens of such Restricted Subsidiary existing at such timebusiness.

Unrestricted Subsidiaries. Subject to The Parent may at any time after the exclusions in the proviso in the definition of “Unrestricted Subsidiary”, Closing Date designate any Restricted Subsidiary may be designated as an Unrestricted Subsidiary and any or remove an Unrestricted Subsidiary may be designated Subsidiary’s designation as such (a Restricted Subsidiary upon delivery to the Administrative Agent of written notice from the Borrower“Designation Removal”); provided that (ai) immediately before and after any such designation, no Default or Event of Default shall have has occurred and be continuing, is continuing (b) other than for purposes of designating a Restricted Subsidiary as an Unrestricted Subsidiary in connection with a Permitted Securitization Program, immediately including after giving effect to such designationthe reclassification of Investments in, Indebtedness of, and Liens on the assets of, the applicable Subsidiary or Unrestricted Subsidiary) and (ii) the Company shall be in compliance on a Pro Forma Basispro forma basis with Sections 9.09 through 9.11 and (iii) as of the date of the designation thereof, no Unrestricted Subsidiary shall own any Capital Stock in any Subsidiary of the Total Leverage Ratio shall be equal Parent (other than another Unrestricted Subsidiary) or hold any Indebtedness of, or any Lien on, any property of the Parent and its Subsidiaries; provided, further, that any Unrestricted Subsidiary that is re-designated as a Subsidiary pursuant to or less than 2.50:1.00, (c) no Subsidiary a Designation Removal may not subsequently be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for purposes of any of the Priority Lien Notes Documents, the ABL Credit Documents or any documents evidencing any Permitted Refinancing Indebtedness or any Subordinated Indebtedness and (d) each Restricted Subsidiary to be designated as an Unrestricted Subsidiary and its Subsidiaries has not at the time of designation, and does not thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect to any Indebtedness other than Non-Recourse Debt. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary shall constitute an Investment under Section 7.02 by the Borrower Parent (or its applicable Subsidiary) therein at the date of designation in an amount equal to the net book portion of the fair market value of the Borrowernet assets of such Subsidiary attributable to the Parent’s investment therein(or its applicable Subsidiary’s) equity interests therein as reasonably estimated by the Parent (and such designation shall only be permitted to the extent such Investment is permitted under Section 9.14). The designation of any Unrestricted Subsidiary as a Restricted Subsidiary A Designation Removal shall constitute the making, incurrence or granting, as applicable, at the time of designation of any then-existing Investment, Indebtedness or Liens Lien of such Restricted Subsidiary, as applicable; provided that upon any Designation Removal, the Parent shall be deemed to have received a return on any Investment by the Parent and its Subsidiaries in the resulting Subsidiary existing in an amount equal to the portion of the fair market value of the net assets of such Subsidiary attributable to the Parent’s equity therein at the time of such timere-designation.

Unrestricted Subsidiaries. Subject to The Borrower may form or otherwise acquire Unrestricted Subsidiaries with the exclusions in prior written consent of the proviso in the definition of “Unrestricted Subsidiary”, any Restricted Subsidiary may be designated as an Unrestricted Subsidiary and Majority Lenders. The Borrower shall not permit any Unrestricted Subsidiary may to: (a) create, assume, incur or otherwise become or remain obligated in respect of or permit to be designated as a outstanding any Indebtedness, other than Indebtedness which is non-recourse to the Borrower and the Restricted Subsidiaries; (b) create, assume, incur or permit to exist or to be created, any Lien on any of its properties or assets, whether now owned or hereafter acquired, other than Liens securing Indebtedness which is non-recourse to the Borrower and the Restricted Subsidiaries; (c) Guaranty, assume, be obligated with respect to, or permit to be outstanding any Guaranty of, any obligation of any other Person other than Guaranties which are non-recourse to the Borrower and the Restricted Subsidiaries; or (d) own any assets or conduct any business or other activities without the prior written consent of the Majority Lenders. In addition, the Borrower shall not and shall not permit any of its Subsidiaries to: (x) pledge or permit the pledge of the Capital Stock or other ownership interests of any Unrestricted Subsidiary upon delivery to any Person (other than to the Administrative Agent as additional Collateral for the Obligations); (y) make any loan or advance to, or Guaranty any obligations of, any Unrestricted Subsidiary or otherwise acquire for consideration evidences of written notice from the Borrower; provided that (a) immediately before and after such designationIndebtedness, no Default Capital Stock or Event other securities of Default shall have occurred and be continuingany Unrestricted Subsidiary, (b) other than for purposes Investments permitted under Section 7.6 hereof, and other than intercompany loans and advances among the Unrestricted Subsidiaries; or (z) transfer any assets to any Unrestricted Subsidiary. The Borrower shall not permit the net worth of designating a Restricted Subsidiary as an any Unrestricted Subsidiary in connection with a Permitted Securitization ProgramSubsidiary, immediately after giving effect to such designationall contingent liabilities and as otherwise determined in accordance with GAAP, on a Pro Forma Basisto be less than zero at any time. Notwithstanding the foregoing and provided that the Borrower provides to the Administrative Agent and the Lenders financial projections and calculations, in form and substance satisfactory to the Administrative Agent, specifically demonstrating the Borrower's compliance with Sections 7.8, 7.9, 7.10, 7.11 and 7.12 hereto, both before and after giving effect thereto, the Total Leverage Ratio shall be equal Borrower may form one or more Unrestricted Subsidiaries to or less than 2.50:1.00, (c) no Subsidiary finance pager purchases and may be designated as invest up to an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for purposes aggregate of any of the Priority Lien Notes Documents, the ABL Credit Documents or any documents evidencing any Permitted Refinancing Indebtedness or any Subordinated Indebtedness and (d) each Restricted Subsidiary to be designated as an Unrestricted Subsidiary and its Subsidiaries has not at the time of designation, and does not thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect to any Indebtedness other than Non-Recourse Debt. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary shall constitute an Investment under Section 7.02 by the Borrower therein at the date of designation $15,000,000 in an amount equal to the net book value of the Borrower’s investment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the incurrence at the time of designation of any Indebtedness or Liens of such Restricted Subsidiary existing at such time.such

Unrestricted Subsidiaries. Subject Company may from time to the exclusions in the proviso in the definition time deliver to each Primary Agent an Officers’ Certificate designating one or more of “its Subsidiaries (other than Canada Safeway) as Unrestricted Subsidiary”, any Restricted Subsidiaries; provided no Subsidiary may shall be designated as an Unrestricted Subsidiary and any Unrestricted Subsidiary may be designated as a Restricted Subsidiary if, upon delivery to the Administrative Agent of written notice from the Borrower; provided that (a) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing, (b) other than for purposes of designating a Restricted Subsidiary as an Unrestricted Subsidiary in connection with a Permitted Securitization Program, immediately after giving effect to such designation, on a Pro Forma Basisthe aggregate Book Value of all assets of all Unrestricted Subsidiaries would exceed 15% of the Book Value of the consolidated assets of Company and its Subsidiaries or if doing so would cause an Event of Default under subsection 9.2. Company will not, and will not permit its Subsidiaries, including any Unrestricted Subsidiary, to enter into any contract, agreement, financing or other arrangement that would provide the creditors of any Unrestricted Subsidiary (including Persons with contingent claims against any Unrestricted Subsidiary) with any recourse to or against Company or any of its Subsidiaries (other than Unrestricted Subsidiaries) or any of their respective assets or revenues. Any Officers’ Certificate designating any Unrestricted Subsidiaries shall show, in reasonable detail, the Total Leverage Ratio Book Value of such Subsidiary’s assets and the consolidated assets of Company and its Subsidiaries, shall provide pro forma financial statements demonstrating Company will continue to be equal in compliance with subsection 9.2 upon giving effect to such designation, and shall certify that Company and its Subsidiaries are not parties to any contract or agreement that would provide any such creditors of such Subsidiary with recourse to or less against Company or any of its Subsidiaries (other than 2.50:1.00, Unrestricted Subsidiaries) and that no such creditor of such Subsidiary would have recourse to or against Company or any of its Subsidiaries (cother than Unrestricted Subsidiaries) no Subsidiary may be as a matter of law. Any Person designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for purposes of in any of the Priority Lien Notes Documentssuch Officers’ Certificate shall, the ABL Credit Documents or any documents evidencing any Permitted Refinancing Indebtedness or any Subordinated Indebtedness and (d) each Restricted Subsidiary to be designated as without further action, become an Unrestricted Subsidiary on the fifth Business Day after each Primary Agent receives such Officers’ Certificate. Company shall not, and shall not permit any of its Subsidiaries (other than Unrestricted Subsidiaries) to convey, transfer, sell or otherwise dispose of (including in connection with any merger or consolidation) any of its assets or properties to any Unrestricted Subsidiary if, after giving effect thereto, the aggregate Book Value of all assets of all Unrestricted Subsidiaries would exceed 15% of the Book Value of all assets of Company and its Subsidiaries has not at Subsidiaries. Company may from time to time deliver to each Primary Agent an Officers’ Certificate changing the time of designation, and does not thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect to any Indebtedness other than Non-Recourse Debt. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary so that such Subsidiary ceases to be an Unrestricted Subsidiary, which change shall constitute an Investment under Section 7.02 by be effective on the Borrower therein at the date third Business Day after each Primary Agent receives such Officers’ Certificate. Upon effectiveness of designation in an amount equal such change, such formerly Unrestricted Subsidiary shall be subject to the net book value provisions of the Borrower’s investment therein. The designation this Agreement applicable to all other Subsidiaries of any Company that are not Unrestricted Subsidiaries and such formerly Unrestricted Subsidiary as a Restricted shall not maintain any contract or condition that is not permitted hereunder for any Subsidiary shall constitute the incurrence at the time of designation Company that is not an Unrestricted Subsidiary regardless of any Indebtedness when it first entered into such contract or Liens of permitted such Restricted Subsidiary existing at such timecondition to exist.

Unrestricted Subsidiaries. Subject to the exclusions in the proviso in the definition The Board of “Unrestricted Subsidiary”, Directors may designate any Subsidiary (including any Restricted Subsidiary may or any newly acquired or newly formed Subsidiary) to be designated as an Unrestricted Subsidiary and so long as: (i) neither the Company nor any Unrestricted Subsidiary may be designated as a Restricted Subsidiary upon delivery to the Administrative Agent of written notice from the Borrower; provided that (a) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing, (b) other than for purposes of designating a Restricted Subsidiary as an Unrestricted Subsidiary in connection with a Permitted Securitization Program, immediately after giving effect to such designation, on a Pro Forma Basis, the Total Leverage Ratio shall be equal to or less than 2.50:1.00, (c) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for purposes of any of the Priority Lien Notes Documents, the ABL Credit Documents or any documents evidencing any Permitted Refinancing Indebtedness or any Subordinated Indebtedness and (d) each Restricted Subsidiary to be designated as an Unrestricted Subsidiary and its Subsidiaries has not at the time of designation, and does not thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable for any Indebtedness of such Subsidiary, (ii) no default with respect to any Indebtedness of such Subsidiary would permit (upon notice, lapse of time or otherwise) any holder of any other than Non-Recourse Debt. The designation Indebtedness of the Company or any Restricted Subsidiary to declare a default on such other Indebtedness or cause the payment thereof to be accelerated or payable prior to its stated maturity, (iii) any Investment in such Subsidiary deemed to be made as a result of designating such Subsidiary an Unrestricted Subsidiary will not violate the provisions of Section 4.08, (iv) neither the Company nor any Restricted Subsidiary has a contract, agreement, arrangement, understanding or obligation of any kind, whether written or oral, with such Subsidiary other than (A) those that might be obtained at the time from Persons who are not Affiliates of the Company or (B) administrative, tax sharing and other ordinary course contracts, agreements, arrangements and understandings or obligations entered into in the ordinary course of business, and (v) neither the Company nor any Restricted Subsidiary has any obligation to subscribe for additional shares of Capital Stock or other Equity Interests in such Subsidiary, or to maintain or preserve such Subsidiary's financial condition or to cause such Subsidiary to achieve certain levels of operating results other than as permitted by Section 4.08. Notwithstanding the foregoing, the Company may not designate as an Unrestricted Subsidiary shall constitute any Subsidiary which, on the Issue Date, is a Significant Subsidiary, and may not sell, transfer or otherwise dispose of any properties or assets of any such Significant Subsidiary to an Unrestricted Subsidiary, other than in the ordinary course of business. Any Investment under Section 7.02 made by the Borrower therein at the date of designation in an amount equal to the net book value of the Borrower’s investment therein. The designation of Company or any Unrestricted Restricted Subsidiary as which is designated from a Restricted Subsidiary to an Unrestricted Subsidiary shall constitute thereafter be considered as having been a Restricted Payment (to the incurrence at the time of designation of any Indebtedness or Liens of such Restricted Subsidiary existing at such time.extent not

Unrestricted Subsidiaries. Subject Company may from time to the exclusions in the proviso in the definition time deliver to each Primary Agent an Officers' Certificate designating one or more of “its Subsidiaries (other than Canada Safeway or Vons) as Unrestricted Subsidiary”, any Restricted Subsidiaries; provided no Subsidiary may shall be designated as an Unrestricted Subsidiary and any Unrestricted Subsidiary may be designated as a Restricted Subsidiary if, upon delivery to the Administrative Agent of written notice from the Borrower; provided that (a) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing, (b) other than for purposes of designating a Restricted Subsidiary as an Unrestricted Subsidiary in connection with a Permitted Securitization Program, immediately after giving effect to such designation, on a Pro Forma Basisthe aggregate Book Value of all assets of all Unrestricted Subsidiaries would exceed 15% of the Book Value of the consolidated assets of Company and its Subsidiaries or if doing so would cause an Event of Default under subsection 9.3. Company will not, and will not permit its Subsidiaries, including any Unrestricted Subsidiary, to enter into any contract, agreement, financing or other arrangement that would provide the creditors of any Unrestricted Subsidiary (including Persons with contingent claims against any Unrestricted Subsidiary) with any recourse to or against Company or any of its Subsidiaries (other than Unrestricted Subsidiaries) or any of their respective assets or revenues. Any Officers' Certificate designating any Unrestricted Subsidiaries shall show, in reasonable detail, the Total Leverage Ratio Book Value of such Subsidiary's assets and the consolidated assets of Company and its Subsidiaries, shall provide proforma financial statements demonstrating Company will continue to be equal in compliance with subsection 9.3 upon giving effect to such designation, and shall certify that Company and its Subsidiaries are not parties to any contract or agreement that would provide any such creditors of such Subsidiary with recourse to or less against Company or any of its Subsidiaries (other than 2.50:1.00, Unrestricted Subsidiaries) and that no such creditor of such Subsidiary would have recourse to or against Company or any of its Subsidiaries (cother than Unrestricted Subsidiaries) no Subsidiary may be as a matter of law. Any Person designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for purposes in any such Officers' Certificate shall, without further action, 110 117 become an Unrestricted Subsidiary on the fifth Business Day after each Primary Agent receives such Officers' Certificate. Company shall not, and shall not permit any of its Subsidiaries (other than Unrestricted Subsidiaries) to convey, transfer, sell or otherwise dispose of any of the Priority Lien Notes Documentsits assets or properties to any Unrestricted Subsidiary if, after giving effect thereto, the ABL Credit Documents or any documents evidencing any Permitted Refinancing Indebtedness or any Subordinated Indebtedness aggregate Book Value of all assets of all Unrestricted Subsidiaries would exceed 15% of the Book Value of all assets of Company and (d) its Subsidiaries. Company may from time to time deliver to each Restricted Subsidiary to be designated as Primary Agent an Officers' Certificate changing the designation of an Unrestricted Subsidiary so that such Subsidiary ceases to be an Unrestricted Subsidiary, which change shall be effective on the third Business Day after each Primary Agent receives such Officers' Certificate. Upon effectiveness of such change, such formerly Unrestricted Subsidiary shall be subject to the provisions of this Agreement applicable to all other Subsidiaries of Company that are not Unrestricted Subsidiaries and its Subsidiaries has such formerly Unrestricted Subsidiary shall not at the time maintain any contract or condition that is not permitted hereunder for any Subsidiary of designation, and does Company that is not thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect to any Indebtedness other than Non-Recourse Debt. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary shall constitute an Investment under Section 7.02 by the Borrower therein at the date regardless of designation in an amount equal when it first entered into such contract or permitted such condition to the net book value of the Borrower’s investment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the incurrence at the time of designation of any Indebtedness or Liens of such Restricted Subsidiary existing at such timeexist.

Unrestricted Subsidiaries. Subject From time to time the exclusions in Borrower may form or otherwise acquire one (1) or more additional Unrestricted Subsidiaries, provided that the proviso in Borrower provides the definition Co-Administrative Agents with notice of “Unrestricted Subsidiary”, any Restricted Subsidiary may be designated as its intent to form or acquire an Unrestricted Subsidiary making reference to this Section 7.15, together with the following information with respect to each such Unrestricted Subsidiary, not less than ten (10) days prior to such formation or acquisition: (1) the name and state of incorporation or formation of such Unrestricted Subsidiary; (2) the intended purpose for and business to be conducted by such Unrestricted Subsidiary; (3) the amount and nature of any Investment to be made in such Unrestricted Subsidiary by the Borrower or any of its Subsidiaries; and (4) such additional information as the Co-Administrative Agents may reasonably require with respect thereto. The Borrower shall not permit any Unrestricted Subsidiary may be designated as a Restricted Subsidiary upon delivery to the Administrative Agent of written notice from the Borrower; provided that to: (a) immediately before create, assume, incur or otherwise become or remain obligated in respect of or permit to be outstanding any Indebtedness, other than Indebtedness which is non-recourse to the Borrower and after such designation, no Default or Event of Default shall have occurred and be continuing, the Subsidiaries; (b) create, assume, incur or permit to exist or to be created, any Lien on any of its properties or assets, whether now owned or hereafter acquired, other than for purposes of designating a Restricted Subsidiary as an Unrestricted Subsidiary in connection with a Permitted Securitization Program, immediately after giving effect Liens securing Indebtedness which is non-recourse to such designation, on a Pro Forma Basis, the Total Leverage Ratio shall be equal to Borrower and the Subsidiaries; or less than 2.50:1.00, (c) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for purposes of any of the Priority Lien Notes Documents, the ABL Credit Documents or any documents evidencing any Permitted Refinancing Indebtedness or any Subordinated Indebtedness and (d) each Restricted Subsidiary to be designated as an Unrestricted Subsidiary and its Subsidiaries has not at the time of designation, and does not thereafter, create, incur, issueGuaranty, assume, guarantee or otherwise become directly or indirectly liable be obligated with respect to, or permit to be outstanding any Indebtedness Guaranty of, any obligation of any other Person, other than NonGuaranties which are non-Recourse Debt. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary shall constitute an Investment under Section 7.02 by recourse to the Borrower therein at and the date Subsidiaries. In addition, the Borrower shall not and shall not permit any of designation in an amount equal to its Subsidiaries to: (i) pledge or permit the net book value pledge of the Borrower’s investment therein. The designation capital stock or other ownership interests of any Unrestricted Subsidiary to any Person (other than to the Collateral Agent as a Restricted additional Collateral for the Obligations); (ii) make any loan or advance to, or Guaranty any obligations of, any Unrestricted Subsidiary shall constitute the incurrence at the time or otherwise acquire for consideration evidences of designation Indebtedness, capital stock or other securities of any Indebtedness Unrestricted Subsidiary, other than Investments permitted by Section 7.6 hereof and intercompany loans and advances among the Unrestricted Subsidiaries; or Liens of such Restricted Subsidiary existing at such time(iii) transfer any assets to any Unrestricted Subsidiary.

Unrestricted Subsidiaries. Subject to (a) The Borrower may at any time designate, by a certificate executed by a Responsible Officer of the exclusions in the proviso in the definition of “Unrestricted Subsidiary”Borrower, any Restricted Subsidiary may be designated (other than, if the MLP Borrower Replacement shall have occurred, North Yard) as an Unrestricted Subsidiary and any Unrestricted Subsidiary may be designated as a Restricted Subsidiary upon delivery to the Administrative Agent of written notice from the BorrowerSubsidiary; provided that (ai) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing, (ii) the Borrower is in compliance on a Pro Forma Basis with the financial covenants set forth in Section 7.11 immediately after giving effect to such designation as of the last day of the most recent fiscal quarter of the Borrower for which financial statements have been delivered pursuant to Section 6.1(a) or (b), and (iii) other than for purposes of designating a Restricted Subsidiary as an Unrestricted Subsidiary in connection with a Permitted Securitization Program, immediately at all times after giving effect to such designation, on a Pro Forma Basis(A) such Unrestricted Subsidiary shall have no Indebtedness other than Non-Recourse Debt, the Total Leverage Ratio shall be equal to or less other than 2.50:1.00as contemplated by Section 7.2(d)(iii), (cB) neither the Borrower nor any Restricted Subsidiary will have any direct or indirect obligation for any obligation or liability of such Unrestricted Subsidiary, other than as contemplated by Section 7.2(d)(iii) and (C) neither the Borrower nor any Restricted Subsidiary will be required to maintain or preserve such Unrestricted Subsidiary’s financial condition or cause such Unrestricted Subsidiary to achieve any specified level of operating results, (iv) such Unrestricted Subsidiary does not own, directly or indirectly, any Equity Interests in the Borrower or any Restricted Subsidiary and (v) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for purposes the purpose of any other Indebtedness of the Priority Lien Notes Documents, the ABL Credit Documents Borrower or any documents evidencing any Permitted Refinancing Indebtedness or any Subordinated Indebtedness and (d) each its Restricted Subsidiary to be designated as an Unrestricted Subsidiary and its Subsidiaries has not at the time of designation, and does not thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect to any Indebtedness other than Non-Recourse DebtSubsidiaries. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary shall constitute an Investment under Section 7.02 by the Borrower or the relevant Restricted Subsidiary (as applicable) therein at the date of designation in an amount equal to the net book value Fair Market Value of the Borrowerall such Person’s investment outstanding Investment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the incurrence at the time of designation of any Indebtedness or Liens of such Restricted Subsidiary existing at such time.

Unrestricted Subsidiaries. Subject Company may from time to the exclusions in the proviso in the definition time deliver to each Administrative Agent an Officers’ Certificate designating one or more of “its Subsidiaries (other than Canada Safeway) as Unrestricted Subsidiary”, any Restricted Subsidiaries; provided no Subsidiary may shall be designated as an Unrestricted Subsidiary and any Unrestricted Subsidiary may be designated as a Restricted Subsidiary if, upon delivery to the Administrative Agent of written notice from the Borrower; provided that (a) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing, (b) other than for purposes of designating a Restricted Subsidiary as an Unrestricted Subsidiary in connection with a Permitted Securitization Program, immediately after giving effect to such designation, on a Pro Forma Basisthe aggregate Book Value of all assets of all Unrestricted Subsidiaries would exceed 15% of the Book Value of the consolidated assets of Company and its Subsidiaries or if doing so would cause an Event of Default under subsection 9.2. Company will not, and will not permit its Subsidiaries, including any Unrestricted Subsidiary, to enter into any contract, agreement, financing or other arrangement that would provide the creditors of any Unrestricted Subsidiary (including Persons with contingent claims against any Unrestricted Subsidiary) with any recourse to or against Company or any of its Subsidiaries (other than Unrestricted Subsidiaries) or any of their respective assets or revenues. Any Officers’ Certificate designating any Unrestricted Subsidiaries shall show, in reasonable detail, the Total Leverage Ratio Book Value of such Subsidiary’s assets and the consolidated assets of Company and its Subsidiaries, shall provide pro forma financial statements demonstrating Company will continue to be equal in compliance with subsection 9.2 upon giving effect to such designation, and shall certify that Company and its Subsidiaries are not parties to any contract or agreement that would provide any such creditors of such Subsidiary with recourse to or less against Company or any of its Subsidiaries (other than 2.50:1.00, Unrestricted Subsidiaries) and that no such creditor of such Subsidiary would have recourse to or against Company or any of its Subsidiaries (cother than Unrestricted Subsidiaries) no Subsidiary may be as a matter of law. Any Person designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for purposes of in any of the Priority Lien Notes Documentssuch Officers’ Certificate shall, the ABL Credit Documents or any documents evidencing any Permitted Refinancing Indebtedness or any Subordinated Indebtedness and (d) each Restricted Subsidiary to be designated as without further action, become an Unrestricted Subsidiary on the fifth Business Day after each Administrative Agent receives such Officers’ Certificate. Company shall not, and shall not permit any of its Subsidiaries (other than Unrestricted Subsidiaries) to convey, transfer, sell or otherwise dispose of (including in connection with any merger or consolidation) any of its assets or properties to any Unrestricted Subsidiary if, after giving effect thereto, the aggregate Book Value of all assets of all Unrestricted Subsidiaries would exceed 15% of the Book Value of all assets of Company and its Subsidiaries has not at Subsidiaries. Company may from time to time deliver to each Administrative Agent an Officers’ Certificate changing the time of designation, and does not thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect to any Indebtedness other than Non-Recourse Debt. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary so that such Subsidiary ceases to be an Unrestricted Subsidiary, which change shall constitute an Investment under Section 7.02 by be effective on the Borrower therein at the date third Business Day after each Administrative Agent receives such Officers’ Certificate. Upon effectiveness of designation in an amount equal such change, such formerly Unrestricted Subsidiary shall be subject to the net book value provisions of the Borrower’s investment therein. The designation this Agreement applicable to all other Subsidiaries of any Company that are not Unrestricted Subsidiaries and such formerly Unrestricted Subsidiary as a Restricted shall not maintain any contract or condition that is not permitted hereunder for any Subsidiary shall constitute the incurrence at the time of designation Company that is not an Unrestricted Subsidiary regardless of any Indebtedness when it first entered into such contract or Liens of permitted such Restricted Subsidiary existing at such timecondition to exist.

Unrestricted Subsidiaries. Subject to The Borrower may form or otherwise acquire Unrestricted Subsidiaries with the exclusions in prior written consent of the proviso in the definition of “Unrestricted Subsidiary”, any Restricted Subsidiary may be designated as an Unrestricted Subsidiary and Majority Banks. The Borrower shall not permit any Unrestricted Subsidiary may to: (a) create, assume, incur or otherwise become or remain obligated in respect of or permit to be designated as a outstanding any Indebtedness, other than Indebtedness which is non-recourse to the Borrower and the Restricted Subsidiaries; (b) create, assume, incur or permit to exist or to be created, any Lien on any of its properties or assets, whether now owned or hereafter acquired, other than Liens securing Indebtedness which is non-recourse to the Borrower and the Restricted Subsidiaries; (c) Guaranty, assume, be obligated with respect to, or permit to be outstanding any Guaranty of, any obligation of any other Person other than Guaranties which are non-recourse to the Borrower and the Restricted Subsidiaries; or (d) own any assets or conduct any business or other activities without the prior written consent of the Majority Banks. In addition, the Borrower shall not and shall not permit any of its Subsidiaries to: (x) pledge or permit the pledge of the Capital Stock or other ownership interests of any Unrestricted Subsidiary upon delivery to any Person (other than to the Administrative Agent as additional Collateral for the Obligations); (y) make any loan or advance to, or Guaranty any obligations of, any Unrestricted Subsidiary or otherwise acquire for consideration evidences of written notice from the Borrower; provided that (a) immediately before and after such designationIndebtedness, no Default Capital Stock or Event other securities of Default shall have occurred and be continuingany Unrestricted Subsidiary, (b) other than for purposes investments permitted under Section 7.6 hereof and other than intercompany loans and advances -73- 79 among the Unrestricted Subsidiaries; or (z) transfer any assets to any Unrestricted Subsidiary. The Borrower shall not permit the net worth of designating a Restricted Subsidiary as an any Unrestricted Subsidiary in connection with a Permitted Securitization ProgramSubsidiary, immediately after giving effect to such designationall contingent liabilities and as otherwise determined in accordance with GAAP, on a Pro Forma Basis, the Total Leverage Ratio shall to be equal to or less than 2.50:1.00, (c) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for purposes of zero at any of the Priority Lien Notes Documents, the ABL Credit Documents or any documents evidencing any Permitted Refinancing Indebtedness or any Subordinated Indebtedness and (d) each Restricted Subsidiary to be designated as an Unrestricted Subsidiary and its Subsidiaries has not at the time of designation, and does not thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect to any Indebtedness other than Non-Recourse Debt. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary shall constitute an Investment under Section 7.02 by the Borrower therein at the date of designation in an amount equal to the net book value of the Borrower’s investment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the incurrence at the time of designation of any Indebtedness or Liens of such Restricted Subsidiary existing at such time.

Unrestricted Subsidiaries. Subject to the exclusions in the proviso in the definition of “Unrestricted Subsidiary”, any No Restricted Subsidiary may be designated as an Unrestricted Subsidiary and any on or following the Closing Date. (a) Any Unrestricted Subsidiary may be designated as a Restricted Subsidiary upon delivery to the Administrative Agent of written notice from the BorrowerBorrower and (b) those Subsidiaries identified in the definition of Unrestricted Subsidiary may continue to be Unrestricted Subsidiaries hereunder; provided that that, in respect to each of clauses (a) and (b), (i) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing, (bii) other than for purposes of designating a Restricted Subsidiary as an Unrestricted Subsidiary in connection with a Permitted Securitization Program, immediately after giving effect to such designation, on a Pro Forma Basis, the Total Leverage Ratio shall be equal to or less than 2.50:1.00, (ciii) no Subsidiary may continue to be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for purposes of any of the Priority Lien Notes Documents, the ABL Credit Documents or any documents evidencing any Permitted Refinancing Indebtedness or any Subordinated Indebtedness (other than this Agreement) and (div) each Restricted Subsidiary to be designated as an Unrestricted Subsidiary and its Subsidiaries has not not, at the time of designation, and does not thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect to any Indebtedness other than (x) Non-Recourse Debt or (y) to the extent it does not constitute Non-Recourse Debt, the Wilpinjong Mandatory Offer. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary shall constitute constituted an Investment under Section 7.02 by the Borrower therein at the date of designation under the Existing Credit Agreement in an amount equal to the net book value of the Borrower’s investment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the incurrence at the time of designation of any Indebtedness or Liens of such Restricted Subsidiary existing at such time.

Unrestricted Subsidiaries. Subject to the exclusions in the proviso in the definition of “Unrestricted Subsidiary”, any (a) Any Restricted Subsidiary may be designated as an Unrestricted Subsidiary and any Unrestricted Subsidiary may be designated as a Restricted Subsidiary upon delivery to the Facilities Administrative Agent of written notice from the Borrower; provided that (a) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing, (b) other than for purposes of designating a Restricted Subsidiary as an Unrestricted Subsidiary in connection with a Permitted Securitization ProgramReceivables Financing or a re-designation of the Deer Run Entities as Restricted Subsidiaries pursuant to Section 6.13(b), immediately after giving effect to such designation, on a Pro Forma Basis, the Total Leverage Ratio shall be equal to or less than 2.50:1.003.50:1.00, (c) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for purposes of any of the Priority Second Lien Notes Documents, the ABL Credit Documents or any documents evidencing any Permitted Refinancing Indebtedness in respect of the Second Lien Notes or any Subordinated Indebtedness and (d) each Restricted Subsidiary to be designated as an Unrestricted Subsidiary after the Closing Date and its Subsidiaries has not at the time of designation, and does not thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect to any Indebtedness other than Non-Recourse Debt. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary shall constitute an Investment under Section 7.02 by the Borrower therein at the date of designation in an amount equal to the net book value of the Borrower’s investment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the incurrence at the time of designation of any Indebtedness or Liens of such Restricted Subsidiary existing at such time.

Unrestricted Subsidiaries. Subject The Company may designate any Subsidiary of the Company to the exclusions in the proviso in the definition of “be an "Unrestricted Subsidiary”" as provided below in which event such Subsidiary and each other Person that is then or thereafter becomes a Subsidiary of such Subsidiary will be deemed to be an Unrestricted Subsidiary. "Unrestricted Subsidiary" means (1) any Subsidiary designated as such by the Board of Directors as set forth below where (a) neither the Company nor any of its other Subsidiaries (other than another Unrestricted Subsidiary) (i) provides credit support for, or any Guarantee of, any Restricted Debt of such Subsidiary or any Subsidiary of such Subsidiary (including any undertaking, agreement or instrument evidencing such Debt) or (ii) is directly or indirectly liable for any Debt of such Subsidiary or any Subsidiary of such Subsidiary, and (b) no default with respect to any Debt of such Subsidiary or any Subsidiary of such Subsidiary (including any right which the holders thereof may have to take enforcement action against such Subsidiary) would permit (upon notice, lapse of time or both) any holder of any other Debt of the Company and its Subsidiaries (other than another Unrestricted Subsidiary) to declare a default on such other Debt or cause the payment thereof to be designated as accelerated or payable prior to its final scheduled maturity and (2) any Subsidiary of an Unrestricted Subsidiary. The Board of Directors may designate any Subsidiary to be an Unrestricted Subsidiary and unless such Subsidiary owns any Capital Stock of, or owns or holds any Lien on any property of, any other Subsidiary of the Company which is not a Subsidiary of the Subsidiary to be so designated or otherwise an Unrestricted Subsidiary may be designated as a Restricted Subsidiary upon delivery to the Administrative Agent of written notice from the Borrower; Subsidiary, provided that either (ax) immediately before and after such designation, no Default the Subsidiary to be so designated has total assets of $1,000 or Event of Default shall have occurred and be continuing, less or (by) other than for purposes of designating a Restricted Subsidiary as an Unrestricted Subsidiary in connection with a Permitted Securitization Program, immediately after giving effect to such designation, on a Pro Forma Basis, the Total Leverage Ratio shall be equal Company could Incur at least $1.00 of additional Debt pursuant to or less than 2.50:1.00, (c) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for purposes of any of the Priority Lien Notes Documents, the ABL Credit Documents or any documents evidencing any Permitted Refinancing Indebtedness or any Subordinated Indebtedness and (d) each Restricted Subsidiary to be designated as an Unrestricted Subsidiary and its Subsidiaries has not at the time of designation, and does not thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect to any Indebtedness other than Non-Recourse Debt. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary shall constitute an Investment first paragraph under Section 7.02 by 10.08 hereof and provided, further, that the Borrower therein at the date of designation Company could make a Restricted Payment in an amount equal to the net greater of the fair market value and book value of the Borrower’s investment therein. The designation of any Unrestricted such Subsidiary pursuant to Section 10.12 hereof and such amount is thereafter treated as a Restricted Subsidiary shall constitute Payment for the incurrence at purpose of calculating the time of designation of any Indebtedness or Liens of such aggregate amount available for Restricted Subsidiary existing at such timePayments thereunder.

Unrestricted Subsidiaries. Subject to the exclusions in the proviso in the definition of “Unrestricted Subsidiary”, any Restricted Subsidiary may be designated as an Unrestricted Subsidiary and any Unrestricted Subsidiary may be designated as a Restricted Subsidiary upon delivery to the Administrative Agent of written notice from the Borrower; provided that (a) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing, (b) other than for purposes of designating a Restricted Subsidiary as an Unrestricted Subsidiary in connection with a Permitted Securitization Program, immediately after giving effect to such designation, on a Pro Forma Basis, the Total Leverage Ratio shall be equal to or less than 2.50:1.00, (c) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for purposes of any of the Priority Lien Notes Documents, the ABL Credit Documents or any documents evidencing any Permitted Refinancing Indebtedness or any Subordinated Indebtedness and (d) each Restricted Subsidiary to be designated as an Unrestricted Subsidiary and its Subsidiaries has not at the time of designation, and does not thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect to any Indebtedness other than Non-Recourse Debt. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary shall constitute an Investment under Section 7.02 by the Borrower therein at the 126 NAI-1504047260v2 US-DOCS\110323336.25 date of designation in an amount equal to the net book value of the Borrower’s investment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the incurrence at the time of designation of any Indebtedness or Liens of such Restricted Subsidiary existing at such time.

Unrestricted Subsidiaries. Subject (a) The Borrower may, by delivery of a certificate executed by an Authorized Officer of the Borrower to the exclusions in Administrative Agent, designate, after the proviso in date hereof, any Subsidiary of the definition of Borrower (including any newly created or acquired Subsidiary) as an “Unrestricted Subsidiary”” if, any Restricted Subsidiary may be designated as an Unrestricted Subsidiary and any Unrestricted Subsidiary may be designated as a Restricted Subsidiary upon delivery at the time of or after giving effect to the Administrative Agent of written notice from the Borrower; provided that (a) immediately before and after such designation, : (1) no Default or Event of Default shall have occurred exist; and be continuing, (2) the aggregate amount of Investments (other than Permitted Investments) by the Borrower and the Restricted Subsidiaries in all Unrestricted Subsidiaries shall not exceed the greater of (x) $950,000,000 (or the equivalent in other currencies) or (y) 10% of Total Assets at any time outstanding. (b) The Borrower shall not, nor shall the Borrower permit any Restricted Subsidiary to, at any time: (1) provide credit support for, subject any of its property or assets (other than for purposes Liens over the Capital Stock, Debt and other securities of designating a Restricted Subsidiary as an any Unrestricted Subsidiary in connection with a Permitted Securitization Program, immediately after giving effect to such designation, on a Pro Forma Basis, the Total Leverage Ratio shall be equal to or less than 2.50:1.00, (c) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for purposes securing Debt of any of the Priority Lien Notes Documents, the ABL Credit Documents or any documents evidencing any Permitted Refinancing Indebtedness or any Subordinated Indebtedness and (d) each Restricted Subsidiary to be designated as an that Unrestricted Subsidiary and its Subsidiaries has not at Subsidiaries) to the time satisfaction of, or guarantee, any Debt of designationany Unrestricted Subsidiary (including any undertaking, and does not thereafter, create, incur, issue, assume, guarantee agreement or otherwise become instrument evidencing such Debt); (2) be directly or indirectly liable for any Debt of any Unrestricted Subsidiary; (3) be directly or indirectly liable for any Debt which provides that the holder thereof may (upon notice, lapse of time or both) declare a default thereon or cause the payment thereof to be accelerated or payable prior to its final scheduled maturity upon the occurrence of a default with respect to any Indebtedness Debt of any Unrestricted Subsidiary; or (4) make any Investment (other than Non-Recourse Debt. The designation of a Permitted Investment) in any Restricted Subsidiary as an Unrestricted Subsidiary shall constitute an Investment under Section 7.02 by the Borrower therein at the date of designation in an amount equal to the net book value of extent such Investment, together with the Borrower’s investment thereinaggregate Investments in all Unrestricted Subsidiaries then outstanding, exceeds the amount set out in Section 6.07(a). (c) The designation of any Borrower may re-designate an Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the incurrence at the time of designation of any Indebtedness or (a “Re-designation”) only if all Liens and Debt of such Restricted Unrestricted Subsidiary existing outstanding immediately following such Re-designation if incurred at such time.time would have been permitted to be incurred for all purposes of this Agreement. Section 6.08

Unrestricted Subsidiaries. Subject (a) The Board of Directors of the Company may designate any Subsidiary (including any newly acquired or newly formed Subsidiary) to be an Unrestricted Subsidiary so long as (i) neither the exclusions in the proviso in the definition of “Unrestricted Subsidiary”, Company nor any Restricted Subsidiary is directly or indirectly liable for any Debt of such Subsidiary, (ii) no default with respect to any Debt of such Subsidiary would permit (upon notice, lapse of time or otherwise) any holder of any other Debt of the Company or any Restricted Subsidiary to declare a default on such other Debt or cause the payment thereof to be accelerated or payable prior to its stated maturity, (iii) any Investment in such Subsidiary made as a result of designating such Subsidiary an Unrestricted Subsidiary shall not violate the provisions of Section 1008, (iv) neither the Company nor any Restricted Subsidiary has a contract, agreement, arrangement, understanding or obligation of any kind, whether written or oral, with such Subsidiary other than those that might be obtained at the time from Persons who are not Affiliates of the Company and (v) neither the Company nor any Restricted Subsidiary has any obligation to subscribe for additional shares of Capital Stock or other equity interest in such Subsidiary, or to maintain or preserve such Subsidiary's financial condition or to cause such Subsidiary to achieve certain levels of operating results. Notwithstanding the foregoing, the Company may be designated not designate DVI Business Credit Corporation or DVI Financial Services Inc. as an Unrestricted Subsidiary and may not sell, transfer or otherwise dispose of any properties or assets of DVI Business Credit Corporation or DVI Financial Services Inc. to an Unrestricted Subsidiary may be designated as a Restricted Subsidiary upon delivery to the Administrative Agent of written notice from the Borrower; provided that (a) immediately before and after such designationSubsidiary, no Default or Event of Default shall have occurred and be continuing, (b) other than for purposes in the ordinary course of designating a Restricted Subsidiary as an Unrestricted Subsidiary in connection with a Permitted Securitization Program, immediately after giving effect to such designation, on a Pro Forma Basis, the Total Leverage Ratio shall be equal to or less than 2.50:1.00, (c) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for purposes of any of the Priority Lien Notes Documents, the ABL Credit Documents or any documents evidencing any Permitted Refinancing Indebtedness or any Subordinated Indebtedness and (d) each Restricted Subsidiary to be designated as an Unrestricted Subsidiary and its Subsidiaries has not at the time of designation, and does not thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect to any Indebtedness other than Non-Recourse Debt. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary shall constitute an Investment under Section 7.02 by the Borrower therein at the date of designation in an amount equal to the net book value of the Borrower’s investment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the incurrence at the time of designation of any Indebtedness or Liens of such Restricted Subsidiary existing at such timebusiness.

Unrestricted Subsidiaries. Subject to If any Unsecured Subsidiary incurs Unsecured Subsidiaries’ Permitted Project Debt, the exclusions in the proviso in the definition of “Unrestricted Subsidiary”, any Restricted Borrower may request that such Unsecured Subsidiary may be designated as an Unrestricted Subsidiary such that the representations, covenants, Events of Default and other relevant provisions of this Agreement shall not apply in respect of such Unrestricted Subsidiary, and the Lenders agree to act reasonably in considering any such request. Any such designation shall be approved in writing by the Lenders acting unanimously, and shall be subject to the execution and delivery of an amendment to this Agreement to reflect all conditions and restrictions the Lenders acting reasonably may require. Without limiting the generality of the foregoing, such amendment may include provisions with respect to the following: · amendments to the financial covenants herein; · the assets of the Unrestricted Subsidiary may not be designated as a Restricted commingled with the assets of the other Companies; · the liabilities of the Unrestricted Subsidiary upon delivery to may not be commingled with the Administrative Agent liabilities of written notice the other Companies; · the books and records of the Unrestricted Subsidiary will be maintained separately from the Borrower; provided that (a) immediately before books and after such designation, no Default or Event of Default shall have occurred and be continuing, (b) other than for purposes of designating a Restricted Subsidiary as an Unrestricted Subsidiary in connection with a Permitted Securitization Program, immediately after giving effect to such designation, on a Pro Forma Basis, the Total Leverage Ratio shall be equal to or less than 2.50:1.00, (c) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for purposes of any records of the Priority Lien Notes Documents, other Companies; · the ABL Credit Documents or any documents evidencing any Permitted Refinancing Indebtedness or any Subordinated Indebtedness and (d) each Restricted Subsidiary to be designated as an Unrestricted Subsidiary and its Subsidiaries has the other Companies will not at the time of designationtake any action or omit to take any action which would, and does not thereafteror would reasonably be expected to, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect result in any Company becoming subject to any Indebtedness Insolvency Proceeding in respect of the Unrestricted Subsidiary by way of procedural or substantive consolidation of their estates, joint administration or any other procedure or proceeding which may result in anything other than Nona completely separate “ring-Recourse Debt. The designation fenced” administration of any Restricted Subsidiary as an the assets and liabilities of each of Unrestricted Subsidiary and the other Companies; · the other Companies shall constitute an Investment under Section 7.02 by the Borrower therein at the date of designation in an amount equal not be permitted to the net book value guarantee any indebtedness or other obligations of the Borrower’s investment therein. The designation Unrestricted Subsidiary; · limits on the amount of any Investments which the Companies may make in the Unrestricted Subsidiary; · all dealings between the Companies and the Unrestricted Subsidiary as must be on a Restricted Subsidiary shall constitute the incurrence at the time of designation of any Indebtedness or Liens of such Restricted Subsidiary existing at such timecommercially reasonable basis; and · ancillary amendments.

Unrestricted Subsidiaries. Subject to the exclusions in the proviso in the definition of “Unrestricted Subsidiary”, The Parent Entity may at any time designate any Restricted Subsidiary may be designated (other than a Borrower) as an Unrestricted Subsidiary and or designate (or re-designate, as the case may be) any Unrestricted Subsidiary may be designated as a Restricted Subsidiary upon delivery to the Administrative Agent of written notice from the BorrowerSubsidiary; provided that (a) provided, that: immediately before and after such designation (or re-designation), no Default or Event of Default shall have occurred and be continuing, (b) other unless such re-designation is otherwise required under this Agreement; the Parent Entity shall have a Consolidated Leverage Ratio equal to or less than for purposes of designating a Restricted Subsidiary as an Unrestricted Subsidiary in connection with a Permitted Securitization Program, immediately after giving effect 4.00 to such designation1.00, on a Pro Forma Basis, as of the Total Leverage Ratio shall be equal last day of the most recent fiscal quarter for which financial statements have been delivered pursuant to Section 5.01(a) or less than 2.50:1.00, (c) b); no Subsidiary may be designated as an Unrestricted Subsidiary if such Subsidiary or any of its Subsidiaries owns any Equity Interests of, or owns or holds any Lien on any property of, any Borrower or any Restricted Subsidiary of the Parent Entity that is not a Subsidiary of the Subsidiary to be so designated or if such Subsidiary has Indebtedness outstanding that is recourse to the Parent Entity or any Restricted Subsidiary; and no Subsidiary may be designated as an Unrestricted Subsidiary if, after such designation, it is would be a “Restricted Subsidiary” for purposes the purpose of any Material Indebtedness of the Priority Lien Notes Documents, the ABL Credit Documents or any documents evidencing any Permitted Refinancing Indebtedness or any Subordinated Indebtedness and (d) each Restricted Subsidiary to be designated as an Unrestricted Subsidiary and its Subsidiaries has not at the time of designation, and does not thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect to any Indebtedness other than Non-Recourse DebtLoan Party. The designation of any a Restricted Subsidiary as an Unrestricted Subsidiary shall constitute be deemed to be an Investment under Section 7.02 by the Borrower therein at the date of designation Parent Entity in an Unrestricted Subsidiary in an amount equal to the net book value Fair Market Value of such Unrestricted Subsidiary at the Borrower’s investment thereintime of such designation. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall will constitute (i) a deemed return of Investment to the Parent Entity in an amount equal to the lesser of (x) the original amount of all Investments made by the Parent Entity and its Restricted Subsidiaries in such Unrestricted Subsidiary and (y) the Fair Market Value of the Parent Entity’s and is Restricted Subsidiaries’ Investments in such Unrestricted Subsidiary at such time and (ii) the incurrence at the time of designation of any Indebtedness or and Liens of such Restricted Subsidiary existing at such time.. Negative Covenants From the Effective Date until the Commitments have expired or terminated and the principal of and interest on each Loan and all fees payable hereunder have been paid in full and all Letters of Credit have expired or terminated and all LC Disbursements shall have been reimbursed, the Borrowers covenant and agree with the Lenders that:

Unrestricted Subsidiaries. Subject to the exclusions (a) During all Unrestricted Periods, Invest in the proviso in the definition of “any Unrestricted Subsidiary”, Acquire any Restricted Subsidiary may be designated as an Unrestricted Subsidiary and Subsidiary, or create any Unrestricted Subsidiary may be designated as a Restricted (in each case except Investments and Acquisitions in, and the creation of, any Qualified Unrestricted Subsidiary upon delivery to the Administrative Agent extent constituting the contribution of, or paid for with, Equity Interests of written notice from the Borrower; Parent), or do any of the foregoing with respect to any direct or indirect subsidiary of any Unrestricted Subsidiary (whether in cash, or using, contribution of assets or equity interests (except Equity Interests of the Parent) or otherwise), provided that (a) immediately before and after such designationthat, so long as there exists no Default or Event of Default shall have occurred and be continuing, (b) other than for purposes of designating a Restricted Subsidiary as an Unrestricted Subsidiary in connection with a Permitted Securitization Program, immediately prior to and/or after giving effect to any such designation, on a Pro Forma BasisInvestment, the Total Leverage Ratio Loan Parties may make Investments in, or make Acquisitions of, or create, any Qualified Unrestricted Subsidiary in an amount which, in the aggregate at any one time outstanding for all Unrestricted Subsidiary Investments, Acquisitions and creations of Unrestricted Subsidiaries by all Loan Parties, does not exceed Net Investments of $50,000,000 (excluding (i) for the avoidance of doubt, transaction costs and (ii) up to $15,000,000 in actual value of Identified Assets that have been used to make an initial Investment (which such value shall be equal determined based on the consideration contributed by the Other Investor in connection with such Other Investor’s initial Equity Interests in such Investment); provided that notwithstanding anything herein to or less than 2.50:1.00the contrary, (c) no Subsidiary may be designated as in an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for purposes Investment with the Identified Assets, the value of Identified Assets shall exclude the value of any non-cash consideration for such Other Investor’s Equity Interest (to the extent that such non-cash consideration is not acquired in anticipation of such Investment)) after the First Amendment Effective Date (specifically including all amounts expended constituting Investments in, and Acquisitions of, Unrestricted Subsidiaries in the calculation of Net Investments for both Restricted Periods and Unrestricted Periods after the First Amendment Effective Date), provided further that in connection with each such Investment or Acquisition the value of the Priority Lien Notes Documents, the ABL Credit Documents or any documents evidencing any Permitted Refinancing Indebtedness or any Subordinated Indebtedness assets and (d) each Restricted Subsidiary to equity interests shall be designated as an Unrestricted Subsidiary and its Subsidiaries has not at the time of designation, and does not thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect to any Indebtedness other than Non-Recourse Debt. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary shall constitute an Investment under Section 7.02 determined in good faith by the Borrower therein at to be the fair market value of such assets and equity interests on the date of designation the applicable Investment or Acquisition. For the avoidance of doubt, (i) all Investments made, Acquisitions made and all related expenditures of monies contributed, advanced, loaned or otherwise invested in an amount equal Unrestricted Subsidiaries (but not including transaction costs), shall be included in the determination of Net Investments regardless of (A) when made (during Restricted Periods or otherwise, but only after the First Amendment Effective Date) or (B) whether such Unrestricted Subsidiary was a Qualified Unrestricted Subsidiary on the date of such action or on any date of determination and (ii) the only manner in which any portion of the $50,000,000 limitation for Qualified Unrestricted Subsidiaries may be replenished or reinstated is through replenishment from time to time as cash is received by a Loan Party after the First Amendment Effective Date from Qualified Unrestricted Subsidiaries in Dollars and used to repay the Term Loans in accordance with, and to the net book value extent permitted by, the definition of the Borrower’s investment therein. The designation of any Net Investments, whether during Restricted Periods or Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the incurrence at the time of designation of any Indebtedness or Liens of such Restricted Subsidiary existing at such timePeriods.

Unrestricted Subsidiaries. Subject Borrower may from time to the exclusions in the proviso in the definition time deliver to Administrative Agent an Officers’ Certificate designating one or more of “its Subsidiaries as Unrestricted Subsidiary”, any Restricted Subsidiaries; provided no Subsidiary may shall be designated as an Unrestricted Subsidiary and any Unrestricted Subsidiary may be designated as a Restricted Subsidiary if, upon delivery to the Administrative Agent of written notice from the Borrower; provided that (a) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing, (b) other than for purposes of designating a Restricted Subsidiary as an Unrestricted Subsidiary in connection with a Permitted Securitization Program, immediately after giving effect to such designation, on a Pro Forma Basisthe aggregate Book Value of all assets of all Unrestricted Subsidiaries would exceed 15% of the Book Value of the consolidated assets of Borrower and its Subsidiaries or if doing so would cause an Event of Default under subsection 7.2. Borrower will not, and will not permit its Subsidiaries, including any Unrestricted Subsidiary, to enter into any contract, agreement, financing or other arrangement that would provide the creditors of any Unrestricted Subsidiary (including Persons with contingent claims against any Unrestricted Subsidiary) with any recourse to or against Borrower or any of its Subsidiaries (other than Unrestricted Subsidiaries) or any of their respective assets or revenues. Any Officers’ Certificate designating any Unrestricted Subsidiaries shall show, in reasonable detail, the Total Leverage Ratio Book Value of such Subsidiary’s assets and the consolidated assets of Borrower and its Subsidiaries, shall provide pro forma financial statements demonstrating Borrower will continue to be equal in compliance with subsection 7.2 upon giving effect to such designation, and shall certify that Borrower and its Subsidiaries are not parties to any contract or agreement that would provide any such creditors of such Subsidiary with recourse to or less against Borrower or any of its Subsidiaries (other than 2.50:1.00, Unrestricted Subsidiaries) and that no such creditor of such Subsidiary would have recourse to or against Borrower or any of its Subsidiaries (cother than Unrestricted Subsidiaries) no Subsidiary may be as a matter of law. Any Person designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for purposes of in any of the Priority Lien Notes Documentssuch Officers’ Certificate shall, the ABL Credit Documents or any documents evidencing any Permitted Refinancing Indebtedness or any Subordinated Indebtedness and (d) each Restricted Subsidiary to be designated as without further action, become an Unrestricted Subsidiary on the fifth Business Day after Administrative Agent receives such Officers’ Certificate. Borrower shall not, and shall not permit any of its Subsidiaries (other than Unrestricted Subsidiaries) to convey, transfer, sell or otherwise dispose of (including in connection with any merger or consolidation) any of its assets or properties to any Unrestricted Subsidiary if, after giving effect thereto, the aggregate Book Value of all assets of all Unrestricted Subsidiaries would exceed 15% of the Book Value of all assets of Borrower and its Subsidiaries has not at Subsidiaries. Borrower may from time to time deliver to Administrative Agent an Officers’ Certificate changing the time of designation, and does not thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect to any Indebtedness other than Non-Recourse Debt. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary so that such Subsidiary ceases to be an Unrestricted Subsidiary, which change shall constitute an Investment under Section 7.02 by be effective on the Borrower therein at the date third Business Day after Administrative Agent receives such Officers’ Certificate. Upon effectiveness of designation in an amount equal such change, such formerly Unrestricted Subsidiary shall be subject to the net book value provisions of the Borrower’s investment therein. The designation this Agreement applicable to all other Subsidiaries of any Borrower that are not Unrestricted Subsidiaries and such formerly Unrestricted Subsidiary as a Restricted shall not maintain any contract or condition that is not permitted hereunder for any Subsidiary shall constitute the incurrence at the time of designation Borrower that is not an Unrestricted Subsidiary regardless of any Indebtedness when it first entered into such contract or Liens of permitted such Restricted Subsidiary existing at such timecondition to exist.

Unrestricted Subsidiaries. Subject (a) The Board of Directors of the Company may designate any Subsidiary (including any newly acquired or newly formed Subsidiary) to be an Unrestricted Subsidiary so long as (i) neither the exclusions in the proviso in the definition of “Unrestricted Subsidiary”, Company nor any Restricted Subsidiary is directly or indirectly liable for any Indebtedness of such Subsidiary, (ii) no default with respect to any Indebtedness of such Subsidiary would permit (upon notice, lapse of time or otherwise) any holder of any other Indebtedness of the Company or any Restricted Subsidiary to declare a default on such other Indebtedness or cause the payment thereof to be accelerated or payable prior to its stated maturity, (iii) any Investment in such Subsidiary made as a result of designating such Subsidiary an Unrestricted Subsidiary will not violate the provisions of Section 1011, (iv) neither the Company nor any Restricted Subsidiary has a contract, agreement, arrangement, understanding or obligation of any kind, whether written or oral, with such Subsidiary other than those that might be obtained at the time from persons who are not Affiliates of the Company, (v) neither the Company nor any Restricted Subsidiary has any obligation to subscribe for additional shares of Capital Stock or other equity interest in such Subsidiary, or to maintain or preserve such Subsidiary's financial condition or to cause such Subsidiary to achieve certain levels of operating results, and (vi) such Unrestricted Subsidiary has at least one director on its Board of Directors that is not a director or executive officer of the Company or any of its Restricted Subsidiaries. Notwithstanding the foregoing, the Company may be designated not designate any of its Subsidiaries existing as of the Closing Date or any successor to any of them as an Unrestricted Subsidiary and may not sell, transfer or otherwise dispose of any properties or assets of any such Subsidiary to an Unrestricted Subsidiary may be designated as a Restricted Subsidiary upon delivery to the Administrative Agent of written notice from the Borrower; provided that (a) immediately before and after such designationSubsidiary, no Default or Event of Default shall have occurred and be continuing, (b) other than for purposes in the ordinary course of designating a Restricted Subsidiary as an Unrestricted Subsidiary in connection with a Permitted Securitization Program, immediately after giving effect to such designation, on a Pro Forma Basis, the Total Leverage Ratio shall be equal to or less than 2.50:1.00, (c) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for purposes of any of the Priority Lien Notes Documents, the ABL Credit Documents or any documents evidencing any Permitted Refinancing Indebtedness or any Subordinated Indebtedness and (d) each Restricted Subsidiary to be designated as an Unrestricted Subsidiary and its Subsidiaries has not at the time of designation, and does not thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect to any Indebtedness other than Non-Recourse Debt. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary shall constitute an Investment under Section 7.02 by the Borrower therein at the date of designation in an amount equal to the net book value of the Borrower’s investment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the incurrence at the time of designation of any Indebtedness or Liens of such Restricted Subsidiary existing at such timebusiness.

Unrestricted Subsidiaries. Subject to the exclusions in the proviso in the definition A Responsible Officer of “Unrestricted Subsidiary”, Parent may designate any Restricted Subsidiary may (other than Holdings, the Borrower or a Material Subsidiary) to be designated as an Unrestricted Subsidiary and any Unrestricted Subsidiary may be designated so long as a Restricted Subsidiary upon delivery to the Administrative Agent of written notice from the Borrower; provided that (a) both immediately before and after giving effect to such designation, no Default or Event of Default shall have occurred and be continuing, and (b) other than for purposes immediately after such designation, the Unrestricted Subsidiary Total Assets does not exceed 5.0% of designating Total Assets. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary in connection with a Permitted Securitization Program, immediately after giving effect to such designation, on a Pro Forma BasisSubsidiary, the Total Leverage Ratio shall be equal to or less than 2.50:1.00, (c) no aggregate Fair Market Value of all outstanding Investments owned by Parent and its Restricted Subsidiaries in the 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 Section 6.02 or under one or more clauses of the definition of Permitted Investments, as determined by Parent. 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. Any designation of a Subsidiary of Parent as an Unrestricted Subsidiary will be evidenced to the Administrative Agent by filing with the Administrative Agent a Certificate of a Responsible Officer certifying that such designation complied with the preceding conditions and was permitted by Section 6.02. If, at any time, any Unrestricted Subsidiary would fail to meet the preceding requirements as an Unrestricted Subsidiary, it is a “Restricted Subsidiary” will thereafter cease to be an Unrestricted Subsidiary for purposes of this Agreement and any Indebtedness of the Priority Lien Notes Documentssuch Subsidiary will be deemed to be incurred by a Restricted Subsidiary as of such date and, the ABL Credit Documents or if such Indebtedness is not permitted to be incurred as of such date under Section 6.03, Parent will be in default of such covenant. A Responsible Officer of Parent may at any documents evidencing time designate any Permitted Refinancing Indebtedness or any Subordinated Indebtedness and (d) each Restricted Unrestricted Subsidiary to be a Restricted Subsidiary; provided that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of any outstanding Indebtedness of such Unrestricted Subsidiary, and such designation will only be permitted if (a) such Indebtedness is permitted under Section 6.03, calculated on a pro forma basis as if such designation had occurred at the beginning of the applicable reference period; and (b) no Default or Event of Default would be in existence following such designation; provided, further, that any such Unrestricted Subsidiary that has been designated as a Restricted Subsidiary in accordance with the foregoing provisions may not at any time after such designation be re-designated as an Unrestricted Subsidiary and its Subsidiaries has not at the time of designation, and does not thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect to any Indebtedness other than Non-Recourse Debt. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary shall constitute an Investment under Section 7.02 by the Borrower therein at the date of designation in an amount equal to the net book value of the Borrower’s investment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the incurrence at the time of designation of any Indebtedness or Liens of such Restricted Subsidiary existing at such timeSubsidiary.

Unrestricted Subsidiaries. Subject After the Closing Date, the Borrower shall have the right to the exclusions in the proviso in the definition of designate any Subsidiary from time to time as an “Unrestricted Subsidiary”” for purposes of this Agreement, any Restricted Subsidiary may be designated as an Unrestricted Subsidiary and any Unrestricted Subsidiary may be designated as a Restricted Subsidiary upon delivery by giving written notice thereof to the Administrative Agent of written notice from the Borrower; provided that (a) immediately before and after such designation, so long as no Default or Event of Default shall have has occurred and be continuingis continuing or, after giving pro forma effect thereto, would result therefrom (b) other than for purposes of designating including, without limitation, under Section 7.04 and Section 7.07). The Borrower may redesignate any Unrestricted Subsidiary as a Restricted Subsidiary so long as no Default or Event of Default has occurred and is continuing or would result therefrom. The designation of any Subsidiary as an Unrestricted Subsidiary in connection with a Permitted Securitization Program, immediately after giving effect subsequent to such designation, on a Pro Forma Basis, the Total Leverage Ratio shall be equal to or less than 2.50:1.00, (c) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for purposes date of any of the Priority Lien Notes Documents, the ABL Credit Documents or any documents evidencing any Permitted Refinancing Indebtedness or any Subordinated Indebtedness and (d) each Restricted Subsidiary to be designated as an Unrestricted Subsidiary and its Subsidiaries has not at the time of designation, and does not thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect to any Indebtedness other than Non-Recourse Debt. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary this Agreement shall constitute an Investment under Section 7.02 by the Borrower and the other Restricted Subsidiaries therein at the date of designation in an amount equal to the net book fair market value of the Borrower’s investment thereinor Restricted Subsidiary’s Investment in such Subsidiary. Upon a redesignation of any Unrestricted Subsidiary that was designated as an Unrestricted Subsidiary after the Closing Date as a Restricted Subsidiary, the Borrower and its Restricted Subsidiaries shall be deemed to continue to have an Investment in the Equity Interests of an Unrestricted Subsidiary in an amount (if positive) equal to (i) the lesser of (A) the fair market value of the Investments of the Borrower and its Restricted Subsidiaries in such Subsidiary at the time of such redesignation and (B) the fair market value of Investments of the Borrower and its Restricted Subsidiaries made in -120- connection with the designation of such Subsidiary as an Unrestricted Subsidiary, minus (ii) the portion (proportionate to the Borrower’s and its Restricted Subsidiaries’ Equity Interests in such Subsidiary) of the fair market value of the Net Worth of such Subsidiary at the time of such redesignation. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the incurrence or making, as applicable, at the time of designation of any Indebtedness Investments, Debt or Liens of such Restricted Subsidiary existing at such time.

Unrestricted Subsidiaries. Subject to the exclusions in the proviso in the definition (a) The Company may designate a subsidiary (including a newly formed or newly acquired subsidiary) of “Unrestricted Subsidiary”, Master Graphics or any Restricted Subsidiary may be designated of its Subsidiaries as an Unrestricted Subsidiary and any Unrestricted Subsidiary may be designated as a Restricted Subsidiary upon delivery to the Administrative Agent of written notice from the BorrowerSubsidiary; provided that (ai) immediately before after giving effect to the transaction, the Company could incur $1.00 of additional Indebtedness pursuant to the first sentence of Section 4.12 and (ii) such designation is at the time permitted under Section 4.11. Notwithstanding any provisions of this covenant all subsidiaries of an Unrestricted Subsidiary shall be Unrestricted Subsidiaries. (b) The Company shall not, and shall not permit any Subsidiary to, take any action or enter into any transaction or series of transactions that would result in a Person (other than a newly formed subsidiary having no outstanding Indebtedness (other than Indebtedness to the Company or a Subsidiary Guarantor) at the date of determination) becoming a Subsidiary (whether through an acquisition, the redesignation of an Unrestricted Subsidiary or otherwise) unless, after giving effect to such designationaction, transaction or series of transactions on a pro forma basis, (i) the Company could incur at least $1.00 of additional Indebtedness pursuant to the first sentence of Section 4.12 and (ii) no Default or Event of Default shall have occurred and would occur. (c) Subject to the preceding provisions of this Section 4.19, an Unrestricted Subsidiary may be continuing, (b) other than for purposes redesignated as a Subsidiary. The designation of designating a Restricted Subsidiary subsidiary as an Unrestricted Subsidiary in connection with a Permitted Securitization Program, immediately after giving effect to such designation, on a Pro Forma Basis, or the Total Leverage Ratio shall be equal to or less than 2.50:1.00, (c) no Subsidiary may be designated as designation of an Unrestricted Subsidiary as a Subsidiary in compliance with the preceding provisions of this Section 4.19 shall be made by the Board of Directors of the Company pursuant to a Board Resolution delivered to the Trustee and shall be effective as of the date specified in such Board Resolution, which shall not be prior to the date such Board Resolution is delivered to the Trustee. Any Unrestricted Subsidiary shall become a Subsidiary if it is a “Restricted Subsidiary” for purposes of any of the Priority Lien Notes Documents, the ABL Credit Documents or any documents evidencing any Permitted Refinancing Indebtedness or any Subordinated Indebtedness and (d) each Restricted Subsidiary to be designated as an Unrestricted Subsidiary and its Subsidiaries has not at the time of designation, and does not thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect to incurs any Indebtedness other than Non-Recourse DebtIndebtedness. The designation If at any time Indebtedness of any Restricted Subsidiary as an Unrestricted Subsidiary which was Non-Recourse Indebtedness no longer so qualifies, such Indebtedness shall constitute an Investment under Section 7.02 by the Borrower therein at the date of designation in an amount equal be deemed to the net book value of the Borrower’s investment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the incurrence at the time of designation of any have been incurred when such Non-Recourse Indebtedness or Liens of such Restricted Subsidiary existing at such timebecomes Indebtedness.

Unrestricted Subsidiaries. Subject to The Parent may at any time after the exclusions in the proviso in the definition of “Unrestricted Subsidiary”, Closing Date designate any Restricted Subsidiary may be designated as an Unrestricted Subsidiary and any or remove an Unrestricted Subsidiary may be designated Subsidiary’s designation as such (a Restricted Subsidiary upon delivery to the Administrative Agent of written notice from the Borrower“Designation Removal”); provided that (ai) immediately before and after any such designation, no Default or Event of Default shall have has occurred and be continuing, is continuing (b) other than for purposes of designating a Restricted Subsidiary as an Unrestricted Subsidiary in connection with a Permitted Securitization Program, immediately including after giving effect to such designationthe reclassification of Investments in, Indebtedness of, and Liens on the assets of, the applicable Subsidiary or Unrestricted Subsidiary) and (ii) the Company shall be in compliance on a Pro Forma Basispro forma basis with Sections 9.09 through 9.11 and (iii) as of the date of the designation thereof, no Unrestricted Subsidiary shall own any Capital Stock in any Subsidiary of the Total Leverage Ratio shall be equal Parent (other than another Unrestricted Subsidiary) or hold any Indebtedness of, or any Lien on, any property of the Parent and its Subsidiaries; provided, further, that any Unrestricted Subsidiary that is re-designated as a Subsidiary pursuant to or less than 2.50:1.00, (c) no Subsidiary a Designation Removal may not subsequently be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for purposes of any of the Priority Lien Notes Documents, the ABL Credit Documents or any documents evidencing any Permitted Refinancing Indebtedness or any Subordinated Indebtedness and (d) each Restricted Subsidiary to be designated as an Unrestricted Subsidiary and its Subsidiaries has not at the time of designation, and does not thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect to any Indebtedness other than Non-Recourse Debt. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary shall constitute an Investment under Section 7.02 by the Borrower Parent (or its applicable Subsidiary) therein at the date of designation in an amount equal to the net book portion of the fair market value of the Borrowernet assets of such Subsidiary attributable to the Parent’s investment therein(or its applicable Subsidiary’s) equity interests therein as reasonably estimated by the Parent (and such designation shall only be permitted to the extent such Investment is permitted under Section 9.14). The designation of any Unrestricted Subsidiary as a Restricted Subsidiary A Designation Removal shall constitute the making, incurrence or granting, as applicable, at the time of designation of any then-existing Investment, Indebtedness or Liens Lien of such Restricted Subsidiary, as applicable; provided that upon any Designation Removal, the Parent shall be deemed to have received a return on any Investment by the Parent and its Subsidiaries in the resulting Subsidiary existing in an amount equal to the portion of the fair market value of the net assets of such Subsidiary attributable to the Parent’s equity therein at the time of such time.re-designation. 103

Unrestricted Subsidiaries. Subject to the exclusions in the proviso in the definition of “Unrestricted Subsidiary”, any No Restricted Subsidiary may be designated as an Unrestricted Subsidiary and any on or following the Closing Date. (a) Any Unrestricted Subsidiary may be designated as a Restricted Subsidiary upon delivery to the Administrative Agent of written notice from the BorrowerBorrower and (b) those Subsidiaries identified in the definition of Unrestricted Subsidiary may continue to be Unrestricted Subsidiaries hereunder; provided that that, in respect to each of clauses (a) and (b), (i) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing, (bii) other than for purposes of designating a Restricted Subsidiary as an Unrestricted Subsidiary in connection with a Permitted Securitization Program, immediately after giving effect to such designation, on a Pro Forma Basis, the Total Leverage Ratio shall be equal to or less than 2.50:1.00, (ciii) no Subsidiary may continue to be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for purposes of any of the Priority Lien Notes Documents, the ABL Credit Documents or any documents evidencing any Permitted Refinancing Indebtedness or any Subordinated Indebtedness (other than this Agreement) and (div) each Restricted Subsidiary to be designated as an Unrestricted Subsidiary and its Subsidiaries has not not, at the time of designation, and does not thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect to any Indebtedness other than (x) Non-Recourse Debt or (y) to the extent it does not constitute Non-Recourse Debt, the Wilpinjong Mandatory Offer. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary shall constitute constituted an Investment under Section 7.02 by the Borrower therein at the date of designation under the Existing Credit Agreement in an amount equal to the net book value of the Borrower’s investment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the incurrence at the time of designation of any Indebtedness or Liens of such Restricted Subsidiary existing at such time.. 119

Unrestricted Subsidiaries. Subject To the extent agreed upon in writing by the Administrative Agent and the Required Lenders and subject to terms and conditions satisfactory to the exclusions in Required Lenders, the proviso in the definition of “Unrestricted Subsidiary”, Borrower may designate any Restricted Subsidiary may be designated of Holdings acquired or formed after the Closing Date as an Unrestricted Subsidiary and or any Unrestricted Subsidiary may be designated as a Restricted Subsidiary upon delivery to the Administrative Agent of written notice from the BorrowerSubsidiary; provided that provided, that, (ai) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuingcontinuing or would result therefrom, (bii) other than for purposes of designating a Restricted Subsidiary as an Unrestricted Subsidiary in connection with a Permitted Securitization Program, immediately before and after giving effect to such designation, the Borrower shall be in compliance on a Pro Forma Basispro forma basis with the covenants set forth in Section 7.1, recomputed for the Total Leverage Ratio shall be equal most recent Reference Period for which financial statements have been delivered (or are required to or less than 2.50:1.00have been delivered), (ciii) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for purposes of (or other similar term) under any of the Priority Lien Notes Documents, the ABL Credit Documents or any documents evidencing any Permitted Refinancing Subordinated Indebtedness or any Subordinated Indebtedness and other material Indebtedness, (div) each no Restricted Subsidiary to may be designated as an Unrestricted Subsidiary and its Subsidiaries has not at the time of designation, and does not thereafter, create, incur, issue, assume, guarantee if such Subsidiary is a Loan Party or otherwise become directly or indirectly liable owns any stock of, or holds a Lien on, any property of, Borrower, any Loan Party or any Restricted Subsidiary that is not a Subsidiary to be so designated as an Unrestricted Subsidiary, (v) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if such Subsidiary owns (and no Loan Party or Restricted Subsidiary may transfer to any Unrestricted Subsidiary) any Intellectual Property of the Loan Parties, (vi) Borrower shall deliver to Administrative Agent at least five (5) Business Days prior to such designation a certificate of a Responsible Officer of Borrower, demonstrating compliance with the foregoing clauses (i) through (v) of this Section 6.14 and, if applicable, certifying that such Subsidiary meets the requirements of an “Unrestricted Subsidiary” and (vii) at least ten (10) days prior to the designation of any Unrestricted Subsidiary as a Restricted Subsidiary, the Lenders shall have received all documentation and other information required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the USA Patriot Act, with respect to any Indebtedness other than Non-Recourse Debtsuch Subsidiary. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary shall constitute an Investment under Section 7.02 by the Borrower Loan Parties therein at the date of designation designation, in an amount equal to the net book fair market value of the Borrower’s investment thereinapplicable Loan Parties’ Investment in such Subsidiary; provided, that, upon a designation of such Unrestricted Subsidiary as a Restricted Subsidiary (including by means of a transfer of assets of an Unrestricted Subsidiary to a Restricted Subsidiary or a combination of an Unrestricted Subsidiary with a Restricted Subsidiary in which the Restricted Subsidiary survives), the Loan Parties shall be deemed to continue to have a permanent Investment in an Unrestricted Subsidiary in an amount (if positive) equal to (i) the lesser of (A) the fair market value of the 77 Investments of the Loan Parties and their Restricted Subsidiaries in such Unrestricted Subsidiary at the time of such designation, combination or transfer (or of the assets transferred or conveyed, as applicable) and (B) the fair market value of Investments of the Loan Parties and their Restricted Subsidiaries made in connection with the designation of such Restricted Subsidiary as an Unrestricted Subsidiary minus (ii) the portion (proportionate to the Loan Parties’ and their Subsidiaries’ Capital Stock in such resulting Restricted Subsidiary) of the fair market value of the net assets of such Restricted Subsidiary at the time of such redesignation, combination or transfer (or of the assets transferred or conveyed, as applicable). The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the incurrence or making, as applicable, at the time of designation of any Investments, Indebtedness or Liens of such Restricted Subsidiary existing at such time. An Unrestricted Subsidiary that has subsequently been designated as a Restricted Subsidiary may not be redesignated as an Unrestricted Subsidiary.

Unrestricted Subsidiaries. Subject (a) The Board may designate any Subsidiary (including any newly acquired or newly formed Subsidiary) to be an Unrestricted Subsidiary so long as (i) neither the exclusions in the proviso in the definition of “Unrestricted Subsidiary”, Company nor any Restricted Subsidiary is directly or indirectly liable for any Indebtedness of such Subsidiary, (ii) no default with respect to any Indebtedness of such Subsidiary would permit (upon notice, lapse of time or otherwise) any holder of any other Indebtedness of the Company or any Restricted Subsidiary to declare a default on such other Indebtedness or cause the payment thereof to be accelerated or payable prior to its stated maturity, (iii) any Investment in such Subsidiary made as a result of designating such Subsidiary an Unrestricted Subsidiary will not violate the provisions of Section 1011, (iv) neither the Company nor any Restricted Subsidiary has a contract, agreement, arrangement, understanding or obligation of any kind, whether written or oral, with such Subsidiary other than those that might be obtained at the time from Persons who are not Affiliates of the Company, (v) neither the Company nor any Restricted Subsidiary has any obligation to subscribe for additional shares of Capital Stock or other equity interest in such Subsidiary, or to maintain or preserve such Subsidiary's financial condition or to cause such Subsidiary to achieve certain levels of operating results, and (vi) such Unrestricted Subsidiary has at least one director on its board of directors that is not a director or executive officer of the Company or any of its Restricted Subsidiaries and has at least one executive officer that is not an executive officer of the Company or any of its Restricted Subsidiaries. Notwithstanding the foregoing, the Company may be designated not designate any of its Subsidiaries existing as of the Closing Date or any successor to any of them as an Unrestricted Subsidiary and may not sell, transfer or otherwise dispose of any properties or assets of any such Subsidiary to an Unrestricted Subsidiary may be designated as a Restricted Subsidiary upon delivery to the Administrative Agent of written notice from the Borrower; provided that (a) immediately before and after such designationSubsidiary, no Default or Event of Default shall have occurred and be continuing, (b) other than for purposes in the ordinary course of designating a Restricted Subsidiary as an Unrestricted Subsidiary in connection with a Permitted Securitization Program, immediately after giving effect to such designation, on a Pro Forma Basis, the Total Leverage Ratio shall be equal to or less than 2.50:1.00, (c) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for purposes of any of the Priority Lien Notes Documents, the ABL Credit Documents or any documents evidencing any Permitted Refinancing Indebtedness or any Subordinated Indebtedness and (d) each Restricted Subsidiary to be designated as an Unrestricted Subsidiary and its Subsidiaries has not at the time of designation, and does not thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect to any Indebtedness other than Non-Recourse Debt. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary shall constitute an Investment under Section 7.02 by the Borrower therein at the date of designation in an amount equal to the net book value of the Borrower’s investment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the incurrence at the time of designation of any Indebtedness or Liens of such Restricted Subsidiary existing at such timebusiness.