Common use of Unrestricted Subsidiaries Clause in Contracts

Unrestricted Subsidiaries. (a) The Administrative Borrower may at any time designate, by a certificate executed by a Responsible Officer of the Administrative Borrower, (i) any Restricted Subsidiary (other than the Subsidiary Borrower) as an Unrestricted Subsidiary and (ii) any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (w) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing, (x) the Administrative Borrower is in Financial Covenant Compliance immediately after giving effect to such designation and (y) no Material Contracts may be assigned to an Unrestricted Subsidiary. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Administrative Borrower or the relevant Restricted Subsidiary (as applicable) therein at the date of designation in an amount equal to the aggregate fair market value of all such Person’s outstanding investment therein, and such designation will only be permitted if such Investment is permitted under Section 6.04. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall be deemed to be an incurrence of Indebtedness, Liens and Investments by a Restricted Subsidiary of any outstanding Indebtedness, Liens and Investments of such Unrestricted Subsidiary at the date of designation, and such designation will only be permitted if such Indebtedness is permitted under Section 6.01, such Liens are permitted under Section 6.02 and such Investments are permitted by Section 6.04.

Unrestricted Subsidiaries. (a) The Administrative Parent Borrower may at any time designateafter the Funding Date, by a certificate executed by a Responsible Officer substantially contemporaneously upon the organization or acquisition of the Administrative Borrowerany Subsidiary, (i) designate such Subsidiary as an Unrestricted Subsidiary, or designate any Restricted Subsidiary (other than the Subsidiary Borrower) as an Unrestricted Subsidiary and (ii) or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that provided, that, (wi) immediately before and after such designation, designation (x) no Default or Event of Default shall have occurred and be continuing, and (xy) the Administrative Parent Borrower is shall be in Financial Covenant Compliance immediately compliance, on a pro forma basis after giving effect to such designation, with the covenants contained in Section 6.1, in each case recomputed as at the last day of the most recently ended fiscal quarter of the Parent Borrower for which the relevant information is available as if such designation had occurred on the first day of each relevant period for testing such compliance; (ii) no Unrestricted Subsidiary shall own any Capital Stock in any Borrower or any Restricted Subsidiary; (iii) no Unrestricted Subsidiary shall hold any Indebtedness of, or any Lien on any property of, any Borrower or any Restricted Subsidiary; and (yiv) no Material Contracts Restricted Subsidiary may be assigned to designated an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Administrative Borrower or the relevant Restricted Subsidiary (as applicable) therein at the date of designation in an amount equal to the aggregate fair market value of all such Person’s outstanding investment therein, and such designation will only be permitted if such Investment is permitted under Section 6.04. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall be deemed to be an incurrence of Indebtedness, Liens and Investments by a Restricted Subsidiary of any outstanding Indebtedness, Liens and Investments of such Unrestricted Subsidiary at the date of designation, and such designation will only be permitted if such Indebtedness is permitted under Section 6.01, such Liens are permitted under Section 6.02 and such Investments are permitted by Section 6.04.

Unrestricted Subsidiaries. (a) The Administrative Borrower Issuer may at designate any time designateRestricted Subsidiary as an Unrestricted Subsidiary and, by subject to Section 6.17(c), any Unrestricted Subsidiary as a certificate executed by a Responsible Officer Restricted Subsidiary upon delivery to the Agent of written notice from the Administrative Borrower, Issuer; provided that (i) any such Restricted Subsidiary (has, after giving effect to such designation as an Unrestricted Subsidiary and any releases or terminations executed in connection therewith, no Indebtedness other than Indebtedness that is Non-Recourse Debt, (ii) such Restricted Subsidiary is a Person which neither the Issuer nor any of its Restricted Subsidiaries has any direct or indirect obligation (A) to subscribe for additional Equity Interests or (B) to maintain or preserve such Person’s financial condition or to cause such Person to achieve any specified levels of operating results, (iii) such Restricted Subsidiary Borrowerdoes not guarantee or otherwise directly provides credit support for any Indebtedness of the Issuer or any of its Restricted Subsidiaries, except to the extent such guarantee or other credit support would be released or terminated upon such designation, (iv) such Restricted Subsidiary is concurrently designated as an Unrestricted Subsidiary under and in accordance with the First Lien Credit Agreement, (v) such Restricted Subsidiary has not been previously designated as an Unrestricted Subsidiary and (ii) any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (wvi) immediately before and after such designation, (A) no Default or Event of Default shall have occurred and be continuing, (xB) the Administrative Borrower is Issuer shall be in Financial Covenant Compliance immediately after giving effect to such designation pro forma compliance with Section 7.1 and (yC) no Material Contracts may the representations and warranties of the Issuer and the Guarantors set forth in this Agreement and in the other Note Documents shall be assigned true and correct in all material respects (unless already qualified by materiality in which case such applicable representation and warranty shall be true and correct) on and as of the date of such designation, except to the extent any such representations and warranties are expressly limited to an Unrestricted Subsidiaryearlier date, in which case, on and as of the date of such designation, such representations and warranties shall continue to be true and correct in all material respects (unless already qualified by materiality in which case such applicable representation and warranty shall be true and correct) as of such specified earlier date. The designation All Subsidiaries of any Restricted Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Administrative Borrower or the relevant Restricted Subsidiary (as applicable) therein at the date of designation in an amount equal to the aggregate fair market value of all such Person’s outstanding investment therein, and such designation will only also be permitted if such Investment is permitted under Section 6.04. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall be deemed to be an incurrence of Indebtedness, Liens and Investments by a Restricted Subsidiary of any outstanding Indebtedness, Liens and Investments of such Unrestricted Subsidiary at the date of designation, and such designation will only be permitted if such Indebtedness is permitted under Section 6.01, such Liens are permitted under Section 6.02 and such Investments are permitted by Section 6.04Subsidiaries.

Unrestricted Subsidiaries. (a) The Administrative Borrower may at any time designate, by a certificate executed by a Responsible Officer of the Administrative Borrower, (i) any Any Restricted Subsidiary (other than the Subsidiary Borrower) may be designated as an Unrestricted Subsidiary and (ii) any Unrestricted Subsidiary may be designated as a Restricted SubsidiarySubsidiary upon delivery to the Administrative Agent of written notice from the Borrower; provided that (wa) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing, (xb) the Administrative Borrower is in Financial Covenant Compliance immediately after giving effect to such designation designation, on a Pro Forma Basis, the Total Leverage Ratio shall be equal to or less than 2.00:1.00, (c) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for purposes of any of the ABL Credit Documents or any documents evidencing any Permitted Refinancing Indebtedness or any Subordinated Indebtedness and (yd) no Material Contracts may each Restricted Subsidiary to be assigned to designated as an Unrestricted SubsidiarySubsidiary 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 Administrative Borrower or the relevant Restricted Subsidiary (as applicable) therein at the date of designation in an amount equal to the aggregate fair market net book value of all such Personthe Borrower’s outstanding investment therein, and such designation will only be permitted if such Investment is permitted under Section 6.04. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall be deemed to be an constitute the incurrence at the time of Indebtedness, designation of any Indebtedness or Liens and Investments by a of such Restricted Subsidiary of any outstanding Indebtedness, Liens and Investments of existing at such Unrestricted Subsidiary at the date of designation, and such designation will only be permitted if such Indebtedness is permitted under Section 6.01, such Liens are permitted under Section 6.02 and such Investments are permitted by Section 6.04time.

Unrestricted Subsidiaries. (a) The Administrative Borrower Borrowers may at any time from and after the Fifth Amendment Effective Date designate, by a certificate executed by a Responsible Officer of the Administrative BorrowerBorrowers, (i) any Restricted Subsidiary (other than the Subsidiary Borrower) as an Unrestricted Subsidiary and (ii) any Unrestricted Subsidiary as a Restricted Subsidiary; provided , provided, that (w) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing, ; (x) the Administrative Borrower is Loan Parties are in Financial Covenant Compliance compliance with all of the covenants contained in Section 7.18 hereof both before and immediately after giving effect to such designation designation, and (y) no Material Contracts may be assigned to the extent a Subsidiary is being designated as an Unrestricted Subsidiary, such Subsidiary does not own any Equity Interests in any Borrower or Guarantor. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Administrative Borrower or the relevant Restricted Subsidiary (as applicable) applicable Loan Party therein at the date of designation in an amount equal to the aggregate fair market value of all of such Person’s outstanding investment therein, and such designation will only be permitted if such Investment is permitted under Section 6.047.02 hereof. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall be deemed to be an incurrence of Indebtedness, Liens and Investments by a Restricted Subsidiary of any then outstanding Indebtedness, Liens and Investments of such former Unrestricted Subsidiary designated as a Restricted Subsidiary by such Restricted Subsidiary at the date of designation, and such designation will shall only be permitted if such Indebtedness is permitted under Section 6.017.03 hereof, such Liens are permitted under Section 6.02 7.01 hereof and such Investments are permitted by under Section 6.047.02 hereof.

Unrestricted Subsidiaries. (a) The Administrative Borrower may at any time designate, by a certificate executed by a Responsible Officer of the Administrative Borrower, (i) any Any Restricted Subsidiary (other than the Subsidiary Borrower) may be designated as an Unrestricted Subsidiary and (ii) any Unrestricted Subsidiary may be designated as a Restricted SubsidiarySubsidiary upon delivery to the Administrative Agent of written notice from the Company; provided that (wa) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing, (xb) the Administrative Borrower is in Financial Covenant Compliance immediately after giving effect to such designation designation, the Payment Conditions shall have been satisfied, (c) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for purposes of any of the Term Loan Credit Documents or any documents evidencing any Permitted Refinancing Indebtedness or any Subordinated Indebtedness or Junior Lien Indebtedness and (yd) no Material Contracts may each Restricted Subsidiary to be assigned to designated as an Unrestricted SubsidiarySubsidiary 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 Administrative Borrower or the relevant Restricted Subsidiary (as applicable) Company therein at the date of designation in an amount equal to the aggregate fair market net book value of all such Personthe Company’s outstanding investment therein, and such designation will only be permitted if such Investment is permitted under Section 6.04. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall be deemed to be an constitute the incurrence at the time of Indebtedness, designation of any Indebtedness or Liens and Investments by a of such Restricted Subsidiary of any outstanding Indebtedness, Liens and Investments of existing at such Unrestricted Subsidiary at the date of designation, and such designation will only be permitted if such Indebtedness is permitted under Section 6.01, such Liens are permitted under Section 6.02 and such Investments are permitted by Section 6.04time.

Unrestricted Subsidiaries. (a) The Administrative Borrower may at any time designateSubject to the exclusions in the proviso in the definition of “Unrestricted Subsidiary”, by a certificate executed by a Responsible Officer of the Administrative Borrower, (i) any Restricted Subsidiary (other than the Subsidiary Borrower) may be designated as an Unrestricted Subsidiary and (ii) any Unrestricted Subsidiary may be designated as a Restricted SubsidiarySubsidiary upon delivery to the Administrative Agent of written notice from the Borrower; provided that (wa) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing, (xb) the Administrative Borrower is other than for purposes of designating a Restricted Subsidiary as an Unrestricted Subsidiary in Financial Covenant Compliance connection with a Permitted Securitization Program, immediately after giving effect to such designation and (y) no Material Contracts may designation, on a Pro Forma Basis, the Borrower shall be assigned to an Unrestricted Subsidiaryin compliance with Section 7.11. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary shall constitute an Investment under Section 7.02 by the Administrative Borrower or the relevant Restricted Subsidiary (as applicable) therein at the date of designation in an amount equal to the aggregate fair market net book value of all such Personthe Borrower’s outstanding investment therein, and such designation will only be permitted if such Investment is permitted under Section 6.04. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall be deemed to be an constitute the incurrence at the time of Indebtedness, designation of any Indebtedness or Liens and Investments by a of such Restricted Subsidiary of any outstanding Indebtedness, Liens and Investments of existing at such Unrestricted Subsidiary at the date of designation, and such designation will only be permitted if such Indebtedness is permitted under Section 6.01, such Liens are permitted under Section 6.02 and such Investments are permitted by Section 6.04time.

Unrestricted Subsidiaries. (a) The Administrative Borrower may at any time designate, by Loan Parties shall only designate or redesignate a certificate executed by a Responsible Officer of the Administrative Borrower, (i) any Restricted Subsidiary (other than the Subsidiary Borrower) as an Unrestricted Subsidiary and after the Closing Date by written notice from the Borrower to the Administrative Agent if such designation or redesignation is in compliance with the following conditions: (ii) any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (wi) immediately before and after such designationdesignation (or redesignation), (x) no Default or Event of Default shall have occurred and be continuing, (x) the Administrative Borrower is in Financial Covenant Compliance immediately continuing or shall exist after giving effect to such designation and (y) the Borrower shall be in compliance with the Financial Condition Covenant on a Pro Forma Basis (for purposes of such compliance at any time prior to September 30, 2016, the maximum First Lien Leverage Ratio permitted under the Financial Condition Covenant shall be deemed to be 5.75:1.00), (ii) no Material Contracts Subsidiary may be assigned to designated (or redesignated) as an Unrestricted Subsidiary if, after such designation (or redesignation), it would be a “Restricted Subsidiary. The designation ” for the purpose of any Restricted Specified Junior Debt Facility, any Incremental Facility or any Incremental Equivalent Debt, (iii) the designation (or redesignation) of any Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Administrative Borrower or the relevant Restricted Subsidiary (as applicable) applicable Group Members therein at the date of designation (or redesignation) in an amount equal to the aggregate fair market value Fair Market Value of all such Person’s outstanding investment the Group Members’ Investment therein, and such designation will only be permitted if such Investment is permitted under Section 6.04. The designation (iv) the Borrower shall have delivered to the Administrative Agent an officer’s certificate executed by a Responsible Officer of any the Borrower, certifying compliance with the requirements of the preceding clauses (i) through (iii); provided, that no Unrestricted Subsidiary that has been designated as a Restricted Subsidiary shall may again be deemed to be designated as an incurrence of Indebtedness, Liens and Investments by a Restricted Subsidiary of any outstanding Indebtedness, Liens and Investments of such Unrestricted Subsidiary at the date of designation, and such designation will only be permitted if such Indebtedness is permitted under Section 6.01, such Liens are permitted under Section 6.02 and such Investments are permitted by Section 6.04Subsidiary.

Unrestricted Subsidiaries. (a) The Administrative Board of Directors or other applicable governing body of the Borrower may at any time designate, by a certificate executed by a Responsible Officer of the Administrative Borrower, (i) designate any Restricted Subsidiary (other than the Subsidiary Borrower) as an Unrestricted Subsidiary and (ii) or designate any Unrestricted Subsidiary as a Restricted Subsidiary, upon receipt by the Administrative Agent of written notice from the Borrower that from and after such notice such subsidiary shall be or cease to be an Unrestricted Subsidiary, as applicable; provided that (wi) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing, (xii) the Administrative Borrower other than for purposes of designating a Restricted Subsidiary as an Unrestricted Subsidiary that is in Financial Covenant Compliance a Special Purpose Receivables Subsidiary, immediately after giving effect to such designation, on a Pro Forma Basis, the Borrower shall be in compliance with Sections 6.10 and 6.11, and, as a condition precedent to the effectiveness of any such designation, the Borrower shall deliver to the Administrative Agent a certificate notifying the Administrative Agent of any such designation and (y) no Material Contracts may be assigned to an Unrestricted Subsidiaryalso setting forth in reasonable detail the calculations demonstrating compliance with the such covenants. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary shall constitute an Investment under Section 6.01 by the Administrative Borrower or the relevant Restricted Subsidiary (as applicable) therein at the date of designation in an amount equal to the aggregate fair market net book value of all such Personthe Borrower’s outstanding investment therein, and such designation will only be permitted if such Investment is permitted under Section 6.04. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall be deemed to be an constitute the incurrence at the time of Indebtedness, designation of any Indebtedness or Liens and Investments by a of such Restricted Subsidiary of any outstanding Indebtedness, Liens and Investments of existing at such Unrestricted Subsidiary at the date of designation, and such designation will only be permitted if such Indebtedness is permitted under Section 6.01, such Liens are permitted under Section 6.02 and such Investments are permitted by Section 6.04time.

Unrestricted Subsidiaries. (a) The Administrative Borrower may at any time designate, by a certificate executed by a Responsible Officer of after the Administrative Borrower, Closing Date (i) substantially contemporaneously upon the organization or acquisition of any Restricted Subsidiary, designate such Subsidiary (other than the Subsidiary Borrower) as an Unrestricted Subsidiary and or (ii) designate any Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that that, in each case, (wi) immediately before and after such designation, designation (x) no Default or Event of Default shall have occurred and be continuing, and (xy) the Administrative Borrower is shall be in Financial Covenant Compliance immediately compliance, on a Pro Forma Basis after giving effect to such designation, with the covenant contained in clause (a) of Section 8.8, in each case recomputed as at the last day of the most recently ended Fiscal Quarter of the Borrower for which the relevant information is available as if such designation had occurred on the first day of each relevant period for testing such compliance; (ii) no Unrestricted Subsidiary shall own any Equity Interests in the Borrower, any Guarantor or any Restricted Subsidiary; (iii) no Unrestricted Subsidiary shall hold any Indebtedness of, or any Lien on any property of, the Borrower, any Guarantor or any Restricted Subsidiary; and (yiv) no Material Contracts Restricted Subsidiary may be assigned to designated an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Administrative Borrower or the relevant Restricted Subsidiary (as applicable) therein at the date of designation in an amount equal to the aggregate fair market value of all such Person’s outstanding investment therein, and such designation will only be permitted if such Investment is permitted under Section 6.04. The designation of any Each Unrestricted Subsidiary as a Restricted Subsidiary shall be deemed to be an incurrence of Indebtedness, Liens and Investments by a Restricted Subsidiary of any outstanding Indebtedness, Liens and Investments of such Unrestricted Subsidiary at the date of designation, and such designation will only be permitted if such Indebtedness First Amendment Effective Date is permitted under Section 6.01, such Liens are permitted under Section 6.02 and such Investments are permitted by Section 6.04.set forth on Schedule I.

Unrestricted Subsidiaries. (a) The Administrative Borrower Borrowers may at any time from and after the Fifth Amendment Effective Date designate, by a certificate executed by a Responsible Officer of the Administrative BorrowerBorrowers, (i) any Restricted Subsidiary (other than the Subsidiary Borrower) as an Unrestricted Subsidiary and (ii) any Unrestricted Subsidiary as a Restricted Subsidiary; provided , provided, that (w) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing, ; (x) the Administrative Borrower is Loan Parties are in Financial Covenant Compliance compliance with all of the covenants contained in Section 7.18 hereof both before and immediately after giving effect to such designation designation, and (y) no Material Contracts may be assigned to the extent a Subsidiary is being designated as an Unrestricted Subsidiary, such Subsidiary does not own any Equity Interests in any Borrower or Guarantor. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Administrative Borrower or the relevant Restricted Subsidiary (as applicable) applicable Loan Party therein at the date of designation in an amount equal to the aggregate fair market value of all of such Person’s outstanding investment therein, and such designation will only be permitted if such Investment is permitted under Section 6.047.02 hereof. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall be deemed to be an incurrence of Indebtedness, Liens and Investments by a Restricted Subsidiary of any then outstanding Indebtedness, Liens and Investments of such former Unrestricted Subsidiary designated as a Restricted Subsidiary by such Restricted Subsidiary at the date of designation, and such designation will shall only be permitted if such Indebtedness is permitted under Section 6.017.03 hereof, such Liens are permitted under Section 6.02 7.01 hereof and such Investments are permitted by under Section 6.04.7.02 hereof. 132

Unrestricted Subsidiaries. (a) The Administrative Borrower may at any time designate, by a certificate executed by a Responsible Officer of the Administrative Borrower, (i) any Any Restricted Subsidiary (other than the Subsidiary Borrower) may be designated as an Unrestricted Subsidiary and (ii) any Unrestricted Subsidiary may be designated as a Restricted SubsidiarySubsidiary upon delivery to the Administrative Agent of written notice from the Borrower Representative; provided provided, that (wa) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing, (xb) the Administrative Borrower is in Financial Covenant Compliance immediately after giving effect to such designation designation, the Payment Conditions shall 100 have been satisfied, (c) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” (or equivalent) for purposes of any of the Term Loan Credit Documents or any documents evidencing any Permitted Refinancing Indebtedness or any Subordinated Indebtedness or Junior Lien Indebtedness and (yd) no Material Contracts may each Restricted Subsidiary to be assigned to designated as an Unrestricted SubsidiarySubsidiary 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 Administrative Borrower or the relevant Restricted Representative in such Unrestricted Subsidiary (as applicable) therein at the date of designation in an amount equal to the aggregate fair market net book value of all such Person’s outstanding the Borrowers’ investment therein, and such designation will only be permitted if such Investment is permitted under Section 6.04. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall be deemed to be an constitute the incurrence at the time of Indebtedness, designation of any Indebtedness or Liens and Investments by a of such Restricted Subsidiary of any outstanding Indebtedness, Liens and Investments of existing at such Unrestricted Subsidiary at the date of designation, and such designation will only be permitted if such Indebtedness is permitted under Section 6.01, such Liens are permitted under Section 6.02 and such Investments are permitted by Section 6.04time.

Unrestricted Subsidiaries. (a) The Administrative Borrower may at any time designate, by a certificate executed by a Responsible Officer of the Administrative Borrower, (i) any Restricted Subsidiary (other than the Subsidiary Borrower) as an Unrestricted Subsidiary and (ii) any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (w) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing, (x) the Administrative Borrower is in Financial Covenant Compliance immediately after giving effect to such designation and (y) no Material Contracts may be assigned to an Unrestricted Subsidiary. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Administrative Borrower or the relevant Restricted Subsidiary (as applicable) therein at the date of designation in an amount equal to the aggregate fair market value of all such Person’s outstanding investment therein, and such designation will only be permitted if such Investment is permitted under Section 6.04. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall be deemed to be an incurrence of Indebtedness, Liens and Investments by a Restricted Subsidiary of any outstanding Indebtedness, Liens and Investments of such Unrestricted Subsidiary at the date of designation, and such designation will only be permitted if such Indebtedness is permitted under Section 6.01, such Liens are permitted under Section 6.02 and such Investments are permitted by Section 6.04.

Unrestricted Subsidiaries. (a) The Administrative Board of Directors or other applicable governing body of the Borrower may at any time designate, by a certificate executed by a Responsible Officer of the Administrative Borrower, (i) designate any Restricted Subsidiary (other than the Subsidiary Borrower) as an Unrestricted Subsidiary and (ii) or designate any Unrestricted Subsidiary as a Restricted Subsidiary, upon receipt by the Administrative Agent of written notice from the Borrower that from and after such notice such subsidiary shall be or cease to be an Unrestricted Subsidiary, as applicable; provided that (wi) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing, (xii) the Administrative Borrower other than for purposes of designating a Restricted Subsidiary as an Unrestricted Subsidiary that is in Financial Covenant Compliance a Special Purpose Receivables Subsidiary, immediately after giving effect to such designation, on a Pro Forma Basis, the Borrower shall be in compliance with Sections 6.11 and 6.15, if and as applicable at such time (and the Interest Coverage Ratio shall not be less than 2.00:1.00), and, as a condition precedent to the effectiveness of any such designation, the Borrower shall deliver to the Administrative Agent a certificate notifying the Administrative Agent of any such designation and (y) no Material Contracts may be assigned to an Unrestricted Subsidiaryalso setting forth in reasonable detail the calculations demonstrating compliance with the such covenants. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary shall constitute an Investment under Section 6.01 by the Administrative Borrower or the relevant Restricted Subsidiary (as applicable) therein at the date of designation in an amount equal to the aggregate fair market net book value of all such Personthe Borrower’s outstanding investment therein, and such designation will only be permitted if such Investment is permitted under Section 6.04. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall be deemed to be an constitute the incurrence at the time of Indebtedness, designation of any Indebtedness or Liens and Investments by a of such Restricted Subsidiary of any outstanding Indebtedness, Liens and Investments of existing at such Unrestricted Subsidiary at the date of designation, and such designation will only be permitted if such Indebtedness is permitted under Section 6.01, such Liens are permitted under Section 6.02 and such Investments are permitted by Section 6.04time.

Unrestricted Subsidiaries. The board of directors (aor similar governing body) The Administrative of Borrower may at any time designate, by a certificate executed by a Responsible Officer of the Administrative Borrower, (i) designate any Restricted Subsidiary (other than of Borrower acquired or formed after the Subsidiary Borrower) Effective Date as an Unrestricted Subsidiary and (ii) or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that provided, that, (wi) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuingcontinuing or would result therefrom, (xii) the Administrative Borrower is in Financial Covenant Compliance immediately before and after giving effect to such designation and designation, the Credit Parties shall be in compliance on a pro forma basis with the covenants set forth in Article VII, recomputed for the most recent Fiscal Quarter for which financial statements have been delivered (yor are required to have been delivered), (iii) no Material Contracts Subsidiary may be assigned to an Unrestricted Subsidiary. The designation of any Restricted Subsidiary designated as an Unrestricted Subsidiary shall constitute if it was previously an Investment by the Administrative Borrower or the relevant Restricted uUnrestricted Subsidiary (as applicable) therein at the date of designation in an amount equal to the aggregate fair market value of all such Person’s outstanding investment therein, and such designation will only be permitted if such Investment is permitted under Section 6.04. The designation of any Unrestricted Subsidiary has been redesignated as a Restricted Subsidiary, (iv) no Subsidiary shall may be deemed to be designated as an incurrence of Indebtedness, Liens and Investments by a Restricted Subsidiary of any outstanding Indebtedness, Liens and Investments of such Unrestricted Subsidiary to the extent that after giving effect thereto, all Unrestricted Subsidiaries would have total assets (including Stock in other Subsidiaries and excluding investments that are eliminated in consolidation) equal to or greater than 2.50% of Consolidated Total Assets, (v) Borrower shall deliver to Agent at the date of designation, and least three Business Days prior to such designation will only be permitted if such Indebtedness is permitted under Section 6.01a certificate of a Responsible Officer of Borrower, such Liens are permitted under Section 6.02 and such Investments are permitted together with all relevant financial information reasonably requested by Section 6.04.Agent, demonstrating compliance with the foregoing clauses (i) through (iv) of this Section

Unrestricted Subsidiaries. (a) The Administrative Borrower may at any time designate, by Loan Parties shall only designate or redesignate a certificate executed by a Responsible Officer of the Administrative Borrower, (i) any Restricted Subsidiary (other than the Subsidiary Borrower) as an Unrestricted Subsidiary and after the Closing Date by written notice from the Borrower to the Administrative Agent if such designation or redesignation is in compliance with the following conditions: (ii) any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (wi) immediately before and after such designationdesignation (or redesignation), (x) no Default or Event of Default shall have occurred and be continuing, (x) the Administrative Borrower is in Financial Covenant Compliance immediately continuing or shall exist after giving effect to such designation and (y) the Borrower shall be in compliance with the Financial Condition Covenant on a Pro Forma Basis regardless of whether the Financial Covenant Condition is then in effect, (ii) no Material Contracts Subsidiary may be assigned to designated (or redesignated) as an Unrestricted Subsidiary if, after such designation (or redesignation), it would be a “Restricted Subsidiary. The designation ” for the purpose of any Restricted Specified Junior Debt Facility, any Incremental Facility or any Incremental Equivalent Debt, (iii) the designation (or redesignation) of any Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Administrative Borrower or the relevant Restricted Subsidiary (as applicable) applicable Group Members therein at the date of designation (or redesignation) in an amount equal to the aggregate fair market value Fair Market Value of all such Person’s outstanding investment the Group Members’ Investment therein, and such designation will only be permitted if such Investment is permitted under Section 6.04. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary (iv) the Borrower shall be deemed have delivered to be the Administrative Agent an incurrence of Indebtedness, Liens and Investments officer’s certificate executed by a Restricted Subsidiary Responsible Officer of any outstanding Indebtednessthe Borrower, Liens and Investments certifying compliance with the requirements of such Unrestricted Subsidiary at the date of designation, and such designation will only be permitted if such Indebtedness is permitted under Section 6.01, such Liens are permitted under Section 6.02 and such Investments are permitted by Section 6.04preceding clauses (i) through (iii).

Unrestricted Subsidiaries. (a) The Administrative Parent Borrower may may, at any time designateafter the Effective Date, by a certificate executed by a Responsible Officer substantially contemporaneously upon the organization or acquisition of the Administrative Borrowerany Subsidiary, (i) designate such Subsidiary as an Unrestricted Subsidiary, or designate any Restricted Subsidiary (other than the Subsidiary Borrower) as an Unrestricted Subsidiary and (ii) or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that provided, that, (wi) immediately before and after such designation, designation (A) no Default or Event of Default shall have occurred and be continuing, and (xB) the Administrative Parent Borrower is shall be in Financial Covenant Compliance immediately compliance, on a Pro Forma Basis after giving effect to such designation, with the covenants contained in Section 6.1, in each case, recomputed as at the last day of the most recently ended fiscal quarter of the Parent Borrower for which the relevant information is available as if such designation had occurred on the first (1st) day of each relevant period for testing such compliance, (ii) no Unrestricted Subsidiary shall own any Capital Stock in any Borrower or any Restricted Subsidiary, (iii) no Unrestricted Subsidiary shall hold any Indebtedness of, or any Lien on any property of, any Borrower or any Restricted Subsidiary, and (yiv) no Material Contracts Restricted Subsidiary may be assigned to designated an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Administrative Borrower or the relevant Restricted Subsidiary (as applicable) therein at the date of designation in an amount equal to the aggregate fair market value of all such Person’s outstanding investment therein, and such designation will only be permitted if such Investment is permitted under Section 6.04. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall be deemed to be an incurrence of Indebtedness, Liens and Investments by a Restricted Subsidiary of any outstanding Indebtedness, Liens and Investments of such Unrestricted Subsidiary at the date of designation, and such designation will only be permitted if such Indebtedness is permitted under Section 6.01, such Liens are permitted under Section 6.02 and such Investments are permitted by Section 6.04.

Unrestricted Subsidiaries. (a) The Administrative Borrower may at any time designate, by a certificate executed by a Responsible Officer of the Administrative Borrower, (i) any Restricted Subsidiary (other than (1) any Person that is a Subsidiary as of the Subsidiary BorrowerClosing Date or (2) the Southampton Subsidiary) as an Unrestricted Subsidiary and (ii) any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (w) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing, (x) the Administrative Borrower is in Financial Covenant Compliance immediately after giving effect to such designation designation, (y) none of the Wood Pellet Production Facilities of the Borrower or any Restricted Subsidiary on the Closing Date or any Wood Pellet Production Facility acquired after the Closing Date with the proceeds of funds on deposit in or credited to the Escrow Account may be transferred to or owned by any Unrestricted Subsidiary and (yz) no Material Contracts may be assigned to an Unrestricted Subsidiary. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Administrative Borrower or the relevant Restricted Subsidiary (as applicable) therein at the date of designation in an amount equal to the aggregate fair market value of all such Person’s outstanding investment therein, and such designation will only be permitted if such Investment is permitted under Section 6.04. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall be deemed to be an incurrence of Indebtedness, Liens and Investments by a Restricted Subsidiary of any outstanding Indebtedness, Liens and Investments of such Unrestricted Subsidiary at the date of designation, and such designation will only be permitted if such Indebtedness is permitted under Section 6.01, such Liens are permitted under Section 6.02 and such Investments are permitted by Section 6.04.

Unrestricted Subsidiaries. (a) The Administrative Borrower Board of Directors or other applicable governing body of Parent may at any time designate, by a certificate executed by a Responsible Officer of the Administrative Borrower, (i) designate any Restricted Subsidiary (other than the Subsidiary Borrower) as an Unrestricted Subsidiary and (ii) or designate any Unrestricted Subsidiary as a Restricted Subsidiary (provided that such Subsidiary may not be re-designated as an Unrestricted Subsidiary), upon receipt by the Administrative Agent of written notice from Parent that from and after such notice such subsidiary shall be or cease to be an Unrestricted Subsidiary, as applicable; provided that (wi) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing, (xii) the Administrative Borrower other than for purposes of designating a Restricted Subsidiary as an Unrestricted Subsidiary that is in Financial Covenant Compliance a Special Purpose Receivables Subsidiary, immediately after giving effect to such designation, on a Pro Forma Basis, Parent shall be in compliance with Sections 6.11 and 6.12, and, as a condition precedent to the effectiveness of any such designation, the Borrower shall deliver to the Administrative Agent a certificate notifying the Administrative Agent of any such designation and (y) no Material Contracts may be assigned to an Unrestricted Subsidiaryalso setting forth in reasonable detail the calculations demonstrating compliance with the such covenants. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary shall constitute an Investment under Section 6.04 by the Administrative Borrower or the relevant Restricted Subsidiary (as applicable) therein at the date of designation in an amount equal to the aggregate fair market net book value of all such Personthe Parent’s outstanding investment therein, and such designation will only be permitted if such Investment is permitted under Section 6.04. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall be deemed to be an constitute the incurrence at the time of Indebtedness, Liens and Investments by a Restricted Subsidiary designation of any outstanding Indebtedness, Indebtedness or Liens and Investments of such Unrestricted Subsidiary existing at the date of designation, and such designation will only be permitted if such Indebtedness is permitted under Section 6.01, such Liens are permitted under Section 6.02 and such Investments are permitted by Section 6.04time.

Unrestricted Subsidiaries. (a) The Administrative Borrower Issuer may at designate any time designateRestricted Subsidiary as an Unrestricted Subsidiary and, by subject to Section 6.17(c), any Unrestricted Subsidiary as a certificate executed by a Responsible Officer Restricted Subsidiary upon delivery to the Agent and the Requesting Purchasers of written notice from the Administrative Borrower, Issuer; provided that (i) any such Restricted Subsidiary (has, after giving effect to such designation as an Unrestricted Subsidiary and any releases or terminations executed in connection therewith, no Indebtedness other than Indebtedness that is Non-Recourse Debt, (ii) such Restricted Subsidiary is a Person which neither the Issuer nor any of its Restricted Subsidiaries has any direct or indirect obligation (A) to subscribe for additional Equity Interests or (B) to maintain or preserve such Person’s financial condition or to cause such Person to achieve any specified levels of operating results, (iii) such Restricted Subsidiary Borrowerdoes not guarantee or otherwise directly provides credit support for any Indebtedness of the Issuer or any of its Restricted Subsidiaries, except to the extent such guarantee or other credit support would be released or terminated upon such designation, (iv) such Restricted Subsidiary is concurrently designated as an Unrestricted Subsidiary under and in accordance with the First Lien Credit Agreement, (v) such Restricted Subsidiary has not been previously designated as an Unrestricted Subsidiary and (ii) any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (wvi) immediately before and after such designation, (A) no Default or Event of Default shall have occurred and be continuing, (xB) the Administrative Borrower is Issuer shall be in Financial Covenant Compliance immediately after giving effect to such designation pro forma compliance with Section 7.1 and (yC) no Material Contracts may the representations and warranties of the Issuer and the Guarantors set forth in this Agreement and in the other Note Documents shall be assigned true and correct in all material respects (unless already qualified by materiality in which case such applicable representation and warranty shall be true and correct) on and as of the date of such designation, except to the extent any such representations and warranties are expressly limited to an Unrestricted Subsidiaryearlier date, in which case, on and as of the date of such designation, such representations and warranties shall continue to be true and correct in all material respects (unless already qualified by materiality in which case such applicable representation and warranty shall be true and correct) as of such specified earlier date. The designation All Subsidiaries of any Restricted Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Administrative Borrower or the relevant Restricted Subsidiary (as applicable) therein at the date of designation in an amount equal to the aggregate fair market value of all such Person’s outstanding investment therein, and such designation will only also be permitted if such Investment is permitted under Section 6.04. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall be deemed to be an incurrence of Indebtedness, Liens and Investments by a Restricted Subsidiary of any outstanding Indebtedness, Liens and Investments of such Unrestricted Subsidiary at the date of designation, and such designation will only be permitted if such Indebtedness is permitted under Section 6.01, such Liens are permitted under Section 6.02 and such Investments are permitted by Section 6.04Subsidiaries.

Unrestricted Subsidiaries. (a) The Administrative Borrower may at any time designate, by a certificate executed by a Responsible Officer of the Administrative Borrower, (i) designate any Restricted Subsidiary (other than the Subsidiary Borrower) as an Unrestricted Subsidiary and (ii) and, subject to Section 8.18(c), the Borrower may designate any Unrestricted Subsidiary as a Restricted Subsidiary, in each case, upon delivery to the Administrative Agent of written notice from the Borrower; provided that (w) immediately before and after such designation, (i) no Default or Event of Default shall have occurred and be continuing, (xii) the Administrative Borrower is in Financial Covenant Compliance immediately after giving effect to such designation designation, the Borrower shall be in pro forma compliance with Section 9.01(a) and Section 9.01(b), (iii) no Borrowing Base Deficiency not otherwise cured shall be existing or result therefrom and (yiv) no Material Contracts may the representations and warranties of the Borrower and the Guarantors set forth in this Agreement and in the other Loan Documents shall be assigned true and correct in all material respects (unless already qualified by materiality in which case such applicable representation and warranty shall be true and correct) on and as of the date of such designation, except to the extent any such representations and warranties are expressly limited to an Unrestricted Subsidiaryearlier date, in which case, on and as of the date of such designation, such representations and warranties shall continue to be true and correct in all material respects (unless already qualified by materiality in which case such applicable representation and warranty shall be true and correct) as of such specified earlier date. (b) The designation of any Restricted Subsidiary as an Unrestricted Subsidiary and any Disposition of Property to an Unrestricted Subsidiary shall constitute (i) an Investment by under Section 9.05 as of the date of designation or Disposition, as applicable, in an amount equal to the Fair Market Value of the Borrower’s investment therein and (ii) a Disposition as of the date of designation or Disposition, including for purposes of the provisions of Section 2.08. (c) The Borrower may designate any Unrestricted Subsidiary as a Restricted Subsidiary once upon delivery of written notice to the Administrative Borrower or Agent; provided that such designation (i) shall constitute the relevant incurrence at the time of designation of any Indebtedness and Liens of such Subsidiary existing at such time and (ii) shall constitute a reduction in any Investment under Section 9.05 to the extent that such Investment was attributable to such Restricted Subsidiary (as applicable) therein being an Unrestricted Subsidiary at the date of designation in an amount equal to the aggregate fair market value Fair Market Value of all such Personthe Borrower’s outstanding investment therein, it being understood that any incurrence of Indebtedness and such designation will only be permitted if such Investment is permitted under Liens in connection herewith shall require compliance with Section 6.049.02 and Section 9.03, as applicable. The (d) Any designation of a Restricted Subsidiary of the Borrower as an Unrestricted Subsidiary, any designation of a Unrestricted Subsidiary as a Restricted Subsidiary shall be deemed and any Disposition to be an incurrence of Indebtedness, Liens and Investments Unrestricted Subsidiary will require the Borrower to provide the Administrative Agent a certificate signed by a Restricted Subsidiary Responsible Officer of any outstanding Indebtedness, Liens and Investments of such Unrestricted Subsidiary at the date of designation, and Borrower certifying that such designation will only be permitted if such Indebtedness is permitted under complied with the preceding conditions in Section 6.018.18(a), such Liens are permitted under Section 6.02 and such Investments are permitted by 8.18(b) or Section 6.04.8.18(c), as applicable. Section 8.19

Unrestricted Subsidiaries. (a) The Administrative Borrower Board of Directors or other applicable governing body of Parent may at any time designate, by a certificate executed by a Responsible Officer of the Administrative Borrower, (i) designate any Restricted Subsidiary (other than the Subsidiary Borrower) as an Unrestricted Subsidiary and (ii) or designate any Unrestricted Subsidiary as a Restricted Subsidiary (provided that such Subsidiary may not be re-designated as an Unrestricted Subsidiary), upon receipt by the Administrative Agent of written notice from Parent that from and after such notice such subsidiary shall be or cease to be an Unrestricted Subsidiary, as applicable; provided that (wi) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing, (xii) the Administrative Borrower other than for purposes of designating a Restricted Subsidiary as an Unrestricted Subsidiary that is in Financial Covenant Compliance a Special Purpose Receivables Subsidiary, immediately after giving effect to such designation, on a Pro Forma Basis, Parent shall be in compliance with Sections 6.10 and 6.11, and, as a condition precedent to the effectiveness of any such designation, the Borrower shall deliver to the Administrative Agent a certificate notifying the Administrative Agent of any such designation and (y) no Material Contracts may be assigned to an Unrestricted Subsidiaryalso setting forth in reasonable detail the calculations demonstrating compliance with the such covenants. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary shall constitute an Investment under Section 6.04 by the Administrative Borrower or the relevant Restricted Subsidiary (as applicable) therein at the date of designation in an amount equal to the aggregate fair market net book value of all such Personthe Parent’s outstanding investment therein, and such designation will only be permitted if such Investment is permitted under Section 6.04. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall be deemed to be an constitute the incurrence at the time of Indebtedness, Liens and Investments by a Restricted Subsidiary designation of any outstanding Indebtedness, Indebtedness or Liens and Investments of such Unrestricted Subsidiary existing at the date of designation, and such designation will only be permitted if such Indebtedness is permitted under Section 6.01, such Liens are permitted under Section 6.02 and such Investments are permitted by Section 6.04time.

Unrestricted Subsidiaries. (a) The Administrative Borrower may at any time designate, by a certificate executed by a Responsible Officer of the Administrative Borrower, (i) any Restricted Subsidiary (other than the Subsidiary Borrower) as an Unrestricted Subsidiary and (ii) any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (w) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing, (x) the Administrative Borrower is in Financial Covenant Compliance immediately after giving effect to such designation and (y) no Material Contracts may be assigned to an Unrestricted Subsidiary. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Administrative Borrower or the relevant Restricted Subsidiary (as applicable) therein at the date of designation in an amount equal to the aggregate fair market value of all such Person’s outstanding investment therein, and such designation will only be permitted if such Investment is permitted under Section 6.04. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall be deemed to be an incurrence of Indebtedness, Liens and Investments by a Restricted Subsidiary of any outstanding Indebtedness, Liens and Investments of such Unrestricted Subsidiary at the date of designation, and such designation will only be permitted if such Indebtedness is permitted under Section 6.01, such Liens are permitted under Section 6.02 and such Investments are permitted by Section 6.04.. 113

Unrestricted Subsidiaries. (a) The Administrative Borrower Borrowers may at any time from and after the Ninth Amendment Effective Date designate, by a certificate executed by a Responsible Officer of the Administrative BorrowerBorrowers, (i) any Restricted Subsidiary (other than the Subsidiary Borrower) as an Unrestricted Subsidiary and (ii) any Unrestricted Subsidiary as a Restricted Subsidiary; provided , provided, that (w) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing, ; (x) the Administrative Borrower is Loan Parties are in Financial Covenant Compliance compliance with all of the covenants contained in Section 7.18 hereof both before and immediately after giving effect to such designation designation, and (y) no Material Contracts may be assigned to the extent a Subsidiary is being designated as an Unrestricted Subsidiary, such Subsidiary does not own any Equity Interests in any Borrower or Guarantor. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Administrative Borrower or the relevant Restricted Subsidiary (as applicable) applicable Loan Party therein at the date of designation in an amount equal to the aggregate fair market value of all of such Person’s outstanding investment therein, and such designation will only be permitted if such Investment is permitted under Section 6.047.02 hereof. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall be deemed to be an incurrence of Indebtedness, Liens and Investments by a Restricted Subsidiary of any then outstanding Indebtedness, Liens and Investments of such former Unrestricted Subsidiary designated as a Restricted Subsidiary by such Restricted Subsidiary at the date of designation, and such designation will shall only be permitted if such Indebtedness is permitted under Section 6.017.03 hereof, such Liens are permitted under Section 6.02 7.01 hereof and such Investments are permitted by under Section 6.047.02 hereof.

Unrestricted Subsidiaries. (a) The Administrative Borrower may at any time designate, by a certificate executed by a Responsible Officer of the Administrative Borrower, (i) any Any Restricted Subsidiary (other than the Subsidiary Borrower) may be designated as an Unrestricted Subsidiary and (ii) any Unrestricted Subsidiary may be designated as a Restricted SubsidiarySubsidiary upon delivery to the Administrative Agent of written notice from the Borrowers; provided that (wa) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing, (xb) the Administrative Borrower is in Financial Covenant Compliance immediately after giving effect to such designation designation, on a Pro Forma Basis, the Total Leverage Ratio shall be equal to or less than 2.00:1.00, (c) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” (or equivalent) for purposes of any of the ABL Credit Documents or any documents evidencing any Permitted Refinancing Indebtedness or any Subordinated Indebtedness and (yd) no Material Contracts may each Restricted Subsidiary to be assigned to designated as an Unrestricted SubsidiarySubsidiary 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 Administrative Borrower or the relevant Restricted Borrowers in such Unrestricted Subsidiary (as applicable) therein at the date of designation in an amount equal to the aggregate fair market net book value of all such Person’s outstanding the Borrowers’ investment therein, and such designation will only be permitted if such Investment is permitted under Section 6.04. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall be deemed to be an constitute the incurrence at the time of Indebtedness, designation of any Indebtedness or Liens and Investments by a of such Restricted Subsidiary of any outstanding Indebtedness, Liens and Investments of existing at such Unrestricted Subsidiary at the date of designation, and such designation will only be permitted if such Indebtedness is permitted under Section 6.01, such Liens are permitted under Section 6.02 and such Investments are permitted by Section 6.04time.

Unrestricted Subsidiaries. (a) The Administrative Borrower may at any time designate, by a certificate executed by a Responsible Officer of the Administrative Borrower, (i) any Restricted Subsidiary (other than the Subsidiary Borrower) as an Unrestricted Subsidiary and (ii) any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (w) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing, (x) the Administrative Borrower is in Financial Covenant Compliance immediately after giving effect to such designation and (y) no Material Contracts may be assigned to an Unrestricted Subsidiary. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Administrative Borrower or the relevant Restricted Subsidiary (as applicable) therein at the date of designation in an amount equal to the aggregate fair market value of all such Person’s outstanding investment therein, and such designation will only be permitted if such Investment is permitted under Section 6.04. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall be deemed to be an incurrence of Indebtedness, Liens and Investments by a Restricted Subsidiary of any outstanding Indebtedness, Liens and Investments of such Unrestricted Subsidiary at the date of designation, and such designation will only be permitted if such Indebtedness is permitted under Section 6.01, such Liens are permitted under Section 6.02 and such Investments are permitted by Section 6.04.. 112

Unrestricted Subsidiaries. (a) The Administrative Borrower Borrowers may at any time from and after the Third Amendment Effective Date designate, by a certificate executed by a Responsible Officer of the Administrative BorrowerBorrowers, (i) any Restricted Subsidiary (other than the Subsidiary Borrower) as an Unrestricted Subsidiary and (ii) any Unrestricted Subsidiary as a Restricted Subsidiary; provided , provided, that (w) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing, ; (x) the Administrative Borrower is Loan Parties are in Financial Covenant Compliance compliance with all of the covenants contained in Section 7.18 hereof both before and immediately after giving effect to such designation designation, and (y) no Material Contracts may be assigned to the extent a Subsidiary is being designated as an Unrestricted Subsidiary, such Subsidiary does not own any Equity Interests in any Borrower or Guarantor. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Administrative Borrower or the relevant Restricted Subsidiary (as applicable) applicable Loan Party therein at the date of designation in an amount equal to the aggregate fair market value of all of such Person’s 's outstanding investment therein, and such designation will only be permitted if such Investment is permitted under Section 6.047.02 hereof. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall be deemed to be an incurrence of Indebtedness, Liens and Investments by a Restricted Subsidiary of any then outstanding Indebtedness, Liens and Investments of such former Unrestricted Subsidiary designated as a Restricted Subsidiary by such Restricted Subsidiary at the date of designation, and such designation will shall only be permitted if such Indebtedness is permitted under Section 6.017.03 hereof, such Liens are permitted under Section 6.02 7.01 hereof and such Investments are permitted by under Section 6.04.7.02 hereof. 124

Unrestricted Subsidiaries. (a) The Administrative Borrower may at any time designate, by a certificate executed by a Responsible Officer of the Administrative Borrower, (i) any Any Restricted Subsidiary (other than the Subsidiary Borrower) may be designated as an Unrestricted Subsidiary and (ii) any Unrestricted Subsidiary may be designated as a Restricted SubsidiarySubsidiary upon delivery to the Administrative Agent of written notice from the Borrower Representative; provided provided, that (wa) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing, (xb) the Administrative Borrower is in Financial Covenant Compliance immediately after giving effect to such designation designation, the Payment Conditions shall have been satisfied, (c) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” (or equivalent) for purposes of any of the Term Loan Credit Documents or any documents evidencing any Permitted Refinancing Indebtedness or any Subordinated Indebtedness or Junior Lien Indebtedness and (yd) no Material Contracts may each Restricted Subsidiary to be assigned to designated as an Unrestricted SubsidiarySubsidiary 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 Administrative Borrower or the relevant Restricted Representative in such Unrestricted Subsidiary (as applicable) therein at the date of designation in an amount equal to the aggregate fair market net book value of all such Person’s outstanding the Borrowers’ investment therein, and such designation will only be permitted if such Investment is permitted under Section 6.04. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall be deemed to be an constitute the incurrence at the time of Indebtedness, designation of any Indebtedness or Liens and Investments by a of such Restricted Subsidiary of any outstanding Indebtedness, Liens and Investments of existing at such Unrestricted Subsidiary at the date of designation, and such designation will only be permitted if such Indebtedness is permitted under Section 6.01, such Liens are permitted under Section 6.02 and such Investments are permitted by Section 6.04time.

Unrestricted Subsidiaries. (a) The Administrative Board of Directors or other applicable governing body of the Borrower may at any time designate, by a certificate executed by a Responsible Officer of the Administrative Borrower, (i) designate any Restricted Subsidiary (other than the Subsidiary Borrower) as an Unrestricted Subsidiary and (ii) or designate any Unrestricted Subsidiary as a Restricted Subsidiary, upon receipt by the Administrative Agent of written notice from the Borrower that from and after such notice such subsidiary shall be or cease to be an Unrestricted Subsidiary, as applicable; provided that (wi) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing, (xii) the Administrative Borrower other than for purposes of designating a Restricted Subsidiary as an Unrestricted Subsidiary that is in Financial Covenant Compliance a Special Purpose Receivables Subsidiary, immediately after giving effect to such designation, on a Pro Forma Basis, the Borrower shall be in compliance with Sections 6.10, 6.11 and 6.15, if and as applicable at such time (and if Section 6.10 shall not be applicable at such time, the Interest Coverage Ratio shall not be less than 2.00:1.00), and, as a condition precedent to the effectiveness of any such designation, the Borrower shall deliver to the Administrative Agent a certificate notifying the Administrative Agent of any such designation and (y) no Material Contracts may be assigned to an Unrestricted Subsidiaryalso setting forth in reasonable detail the calculations demonstrating compliance with the such covenants. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary shall constitute an Investment under Section 6.01 by the Administrative Borrower or the relevant Restricted Subsidiary (as applicable) therein at the date of designation in an amount equal to the aggregate fair market net book value of all such Personthe Borrower’s outstanding investment therein, and such designation will only be permitted if such Investment is permitted under Section 6.04. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall be deemed to be an constitute the incurrence at the time of Indebtedness, designation of any Indebtedness or Liens and Investments by a of such Restricted Subsidiary of any outstanding Indebtedness, Liens and Investments of existing at such Unrestricted Subsidiary at the date of designation, and such designation will only be permitted if such Indebtedness is permitted under Section 6.01, such Liens are permitted under Section 6.02 and such Investments are permitted by Section 6.04time.

Unrestricted Subsidiaries. (a) The Administrative Borrower Company may at any time designate, by a certificate executed by a Responsible Officer of the Administrative Borrower, (i) designate any Restricted Subsidiary (other than the Subsidiary a Borrower) as an Unrestricted Subsidiary and (ii) or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (wi) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing, (xii) the Administrative Borrower is in Financial Covenant Compliance immediately after giving effect to such designation, the Company shall be in compliance, on a Pro Forma Basis, with the financial covenants set forth in Sections 7.08 and 7.09, and, as a condition precedent to the effectiveness of any such designation, the Company shall deliver to the Administrative Agent in the case of a designation and (y) no Material Contracts may be assigned to of a Restricted Subsidiary as an Unrestricted Subsidiary, a certificate setting forth in reasonable detail the calculations demonstrating such compliance and (iii) such Subsidiary also shall have been or will promptly be designated an “unrestricted subsidiary” (or otherwise not be subject to the covenants) under any Incremental Equivalent Debt, Incremental Term Loan, Refinancing Notes, Refinancing Junior Loans or other Indebtedness for borrowed money with an aggregate outstanding principal amount in excess of $75,000,000, and any Permitted Refinancing Indebtedness of any of the foregoing (and successive Permitted Refinancing Indebtedness thereof), in each case, to the extent such concept exists therein. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the Administrative Borrower or the relevant Restricted Subsidiary (as applicable) Company therein at the date of designation in an amount equal to the aggregate fair market value of all the Company’s or its Subsidiary’s (as applicable) Investment therein (including the aggregate (undiscounted) principal amount of any Indebtedness owed by such Person’s outstanding investment therein, and Subsidiary to any Credit Party or Restricted Subsidiary at the time of such designation). The Investment resulting from such designation will only must otherwise be permitted if such Investment is permitted under in compliance with Section 6.047.05. The designation of Company may designate any Unrestricted Subsidiary as a Restricted Subsidiary shall be deemed at any time by written notice to be an incurrence of Indebtedness, Liens and Investments by a Restricted Subsidiary of any outstanding Indebtedness, Liens and Investments of the Administrative Agent if after giving effect to such Unrestricted Subsidiary at the date of designation, and such designation will only be permitted if such Indebtedness the Company is permitted under Section 6.01, such Liens are permitted under Section 6.02 and such Investments are permitted by Section 6.04.in compliance with the CHAR1\1812724v7

Unrestricted Subsidiaries. (a) The Administrative Borrower may at any time designate, by a certificate executed by a Responsible Officer designate any of the Administrative Borrower, (i) any Restricted Subsidiary (other than the Subsidiary Borrower) its Subsidiaries as an Unrestricted Subsidiary and (ii) or any Unrestricted Subsidiary as a Restricted SubsidiarySubsidiary that is not an Unrestricted Subsidiary by written notice to the Administrative Agent; provided that (wi) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing, (xii) the Administrative Borrower is in Financial Covenant Compliance immediately after giving effect to such designation designation, the Total Secured Debt Leverage Ratio (calculated on a Pro Forma Basis) as of the end of the most recent Test Period shall be less than or equal to the Applicable Leverage Ratio Level and (yiii) no Material Contracts Subsidiary may be assigned to designated as an Unrestricted SubsidiarySubsidiary if it is restricted by and subject to the covenants contained in the documents governing Indebtedness expressly subordinated to the Obligations. The designation of any Restricted Subsidiary of the Borrower as an Unrestricted Subsidiary shall constitute an Investment by the Administrative Borrower or the relevant Restricted Subsidiary (as applicable) Intrawest Group Members therein at the date of designation in an amount equal to the aggregate fair market value (as determined in good faith by a Responsible Officer) of all such Person’s outstanding the Intrawest Group Members’ investment therein, and such designation will only be permitted if such Investment is permitted under Section 6.04. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary 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 Subsidiary existing at such time. Notwithstanding anything in this Agreement to the contrary, any Intrawest Group Member designated as an Unrestricted Subsidiary shall not be deemed to be an incurrence Intrawest Group Member for any purposes of Indebtednessthis Agreement, Liens including without limitation for purposes of financial definitions and Investments by a Restricted Subsidiary of any outstanding Indebtedness, Liens and Investments of such Unrestricted Subsidiary at the date of designation, and such designation will only be permitted if such Indebtedness is permitted under Section 6.01, such Liens are permitted under Section 6.02 and such Investments are permitted by Section 6.04financial calculations contained herein.