Designation of Subsidiaries. The Borrower may at any time after the Closing Date by notice from a Responsible Officer of the Borrower to the Administrative Agent designate any Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that # immediately before and immediately after such designation, no Event of Default shall have occurred and be continuing, # immediately after giving effect to such designation, the Borrower shall be in compliance with the covenants set forth in [Section 7.18], determined on a pro forma basis as of the end of the most recent fiscal quarter for which financial statements of the Borrower have been delivered under [Section 6.01(a) or (b)], as applicable, as if such designation had occurred on the last day of such fiscal quarter of the Borrower and, as a condition precedent to the effectiveness of any such designation, the Borrower shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance and # no Restricted Subsidiary may be designated an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary. The designation of any Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the Borrower therein at the date of designation in an amount equal to the fair market value of the Borrower’s investment therein (including the fair market value of the assets of such Subsidiary at the time of designation). The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute # the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time and # 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. Notwithstanding anything herein to the contrary, in no event shall # the Borrower designate any Subsidiary as an Unrestricted Subsidiary if such Subsidiary owns any Material Intellectual Property or # any Unrestricted Subsidiary own any Material Intellectual Property. As of the Closing Date, no Subsidiary has been designated as an Unrestricted Subsidiary.

Section # Designation of Unrestricted Subsidiaries. Borrower may at any time after the Closing Date designate in writing to the Administrative Agent any Subsidiary of the Borrower as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that # immediately before and after such designation, no Event of Default shall have occurred and be continuing or would result therefrom, # immediately before and after such designation, the Borrower is in compliance on a Pro Forma Basis with the covenant set forth in [Section 8.24], # the Borrower shall have delivered to Administrative Agent a certificate of a Responsible Officer of the Borrower demonstrating compliance with the foregoing clauses and certifying that such Subsidiary meets the requirements of an Unrestricted Subsidiary, # the designation of any Subsidiary as an Unrestricted Subsidiary shall constitute an investment by Loan Parties therein at the date of designation in an amount equal to the fair market value of the applicable Loan Party’s investment therein; provided that upon a redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary, the Loan Parties shall be deemed to have a reduction in an amount equal to the amount of such investment at the time of designation, # 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 Subsidiary existing at such time, # any Unrestricted Subsidiary that has subsequently been designated as a Restricted Subsidiary may not be redesignated as an Unrestricted Subsidiary, # the Borrower may not designate as an Unrestricted Subsidiary any Loan Party, # no Subsidiary shall be designated as an Unrestricted Subsidiary if such Subsidiary or any of its Subsidiaries # owns any equity interests or Indebtedness of, or owns or holds any Lien on any property of, any Loan Party or any Restricted Subsidiary or # owns or holds exclusive license to any material intellectual property as reasonably determined by the Administrative Agent and the Borrower, # no Loan Party or Restricted Subsidiary may transfer legal title, or license on an exclusive basis, to any material intellectual property (as reasonably determined by the Administrative Agent and the Borrower) to any Unrestricted Subsidiary and # any Indebtedness of any Unrestricted Subsidiary shall be non-recourse to any Loan Party or Restricted Subsidiary. No Subsidiary shall be designated as an Unrestricted Subsidiary if at the time of such designation Unrestricted Subsidiaries collectively represent more than 10.0% of Adjusted EBITDA of Holdings and its Subsidiaries on a consolidated basis. For the avoidance of doubt, the results of operations, cash flows, assets (including cash and Cash Equivalents), Indebtedness or other liabilities of Unrestricted Subsidiaries will not be taken into account or consolidated with the accounts of the applicable Loan Party or Restricted Subsidiary for purposes of determining any financial calculation, leverage-based pricing or mandatory prepayment provision contained in the Loan Documents and any cash or Cash Equivalents of any Unrestricted Subsidiary will not be taken into account for purposes of any net indebtedness test under the Loan Documents.

The Borrower may at any time designate any Restricted Subsidiary of the Borrower as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that # immediately before and after such designation, no Default shall have occurred and be continuing, # immediately after giving effect to such designation, the Borrower shall be in compliance, on a Pro Forma Basis, with [Section 7.10] as of the last day of the most recently ended Test Period (or if no Test Period has ended, the first Test Period), and, as a condition precedent to the effectiveness of any such designation, the Borrower shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance, # no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of any Restricted Indebtedness, any Permitted First Priority Refinancing Debt, any Permitted Second Priority Refinancing Debt or any Permitted Refinancing of any of the foregoing, # no Restricted Subsidiary may be designated an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary, # no Unrestricted Subsidiary may own # Residual Interests (it being understood that an Unrestricted Subsidiary may own residual or retained ownership interests in a securitization that is not originated by Holdings, the Borrower or its Subsidiaries), # Mortgage Loans or REO Assets, in each case except as held by an operating business, or # material intellectual property or any other assets material to the operation of the business of the Borrower and its Subsidiaries and # no Unrestricted Subsidiary may at any time own any Equity Interests of any Person that at the time of acquisition thereof (and after giving effect to any series of related transactions) is a Subsidiary of Holdings (other than another Unrestricted Subsidiary). The designation of any Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the Borrower therein and Disposition by the Borrower thereof at the date of designation in an amount equal to the fair market value of the Borrower’s or its Subsidiary’s (as applicable) Investment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute # the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time and # 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 or its Subsidiary’s (as applicable) Investment in such Subsidiary.

Section # Designation of Subsidiaries. The Borrower may at any time designate any Restricted Subsidiary of the Borrower as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that # immediately before and after such designation, no Event of Default shall have occurred and be continuing and # no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of any Senior Notes Documents or any Junior Financing with an aggregate outstanding principal amount in excess of the Threshold Amount. The designation of any Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the Borrower therein at the date of designation in an amount equal to the fair market value of the Borrower’s or its Subsidiary’s (as applicable) Investment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute # the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time and # 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 or its Subsidiary’s (as applicable) Investment in such Subsidiary.

At any time following the Closing Date, the ​ may at any time designate any Restricted Subsidiary of a ​ as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided, that # immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing or would result therefrom, # immediately after giving effect to such designation, the Loan Parties shall be in compliance on a pro forma basis with the covenants set forth in [Section 7.11], recomputed for the most recent fiscal quarter for which financial statements are required to have been delivered (or are required to have been delivered), # the ​ shall deliver to ​ at least three (3) Business Days prior to such designation a certificate of a Responsible Officer of the ​, together with all relevant financial information reasonably requested by ​, demonstrating compliance with the [foregoing clauses (i) and (ii) of this Section 6.21]1] and, if applicable, certifying that such Subsidiary meets the requirements of an “Unrestricted Subsidiary”, # 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 Act, with respect to such Subsidiary and # no Restricted Subsidiary may be designated as (or continue as) an Unrestricted Subsidiary if such Subsidiary owns, or has an exclusive license in, any Material Intellectual Property. The designation of any Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Loan Parties therein at the date of designation in an amount equal to the fair market value of the applicable Loan Parties’ Investment in such Subsidiary; provided, that, upon a designation of such Unrestricted Subsidiary as a Restricted Subsidiary, the Loan Parties shall be deemed to continue to have a permanent Investment in an Unrestricted Subsidiary in an amount (if positive) equal to # the lesser of # the fair market value of the Investments of the Loan Parties and their Restricted Subsidiaries in such Unrestricted Subsidiary at the time of such re-designation and # 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 # the portion (proportionate to the Loan Parties’ and their Subsidiaries’ Equity Interests in such resulting Restricted Subsidiary) of the fair market value of the net assets of such Restricted Subsidiary at the time of such re-designation. 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 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.

The Borrower may designate, by written notice to the Administrative Agent, any Subsidiary to be an Unrestricted Subsidiary if # before and after giving effect to such designation, no Default or Event of Default shall exist, # the Borrower shall be in Pro Forma Financial Covenant Compliance both before and after giving effect to such designation, # the deemed Investment by the Borrower in such Unrestricted Subsidiary resulting from such designation would be permitted to be made at the time of such designation under Section 6.05 and # such Subsidiary otherwise meets the requirements set forth in the definition of “Unrestricted Subsidiary”; provided, however, that any such designation by the Borrower of a Subsidiary as an Unrestricted Subsidiary shall constitute a Borrowing Base Property Disposition for the purposes of [Section 2.20(e)(i)(A)-(C)] if such Subsidiary owns Borrowing Base Properties prior to such designation. Such written notice shall be accompanied by a certificate of the Borrower executed on its behalf by a Financial Officer, certifying as to the matters set forth in the preceding sentence.

Section # Designation of Subsidiaries. Any Borrower or Holdings may at any time after the Effective Date designate any Restricted Subsidiary (other than a Borrower) as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that immediately before and after such designation on a Pro Forma Basis as of the end of the most recent Test Period, no Event of Default under [clauses (a), (b), (h) or (i) of Section 7.01] shall have occurred and be continuing. The designation of any Subsidiary as an Unrestricted Subsidiary after the Effective Date shall constitute an Investment by Holdings therein at the date of designation in an amount equal to the Fair Market Value of Holdings’ or its Subsidiary’s (as applicable) investment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute # the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time and # a return on any Investment by Holdings in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the Fair Market Value at the date of such designation of Holdings’ or its Subsidiary’s (as applicable) Investment in such Subsidiary.

The Borrower may designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that, immediately after giving effect to such designation, no Default or Event of Default shall have occurred and be continuing. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute # the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time and # 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 or its Subsidiary’s (as applicable) Investment in such Subsidiary; provided that upon a designation of any Unrestricted Subsidiary as a Restricted Subsidiary, the Borrower or its Restricted Subsidiary shall be deemed to continue to have an Investment in the resulting Restricted Subsidiary in an amount (if positive) equal to # the amount of the Borrower’s or its Restricted Subsidiary’s Investment in such Restricted Subsidiary at the time of such designation, less # the portion of the fair market value (as reasonably determined by the Borrower) of the assets of such Restricted Subsidiary attributable to the Borrower’s or it’s Restricted Subsidiary’s equity therein at the time of such designation.

such Subsidiary being designated as an “Unrestricted Subsidiary” shall also, concurrently with such designation and thereafter, constitute an “unrestricted subsidiary” (or otherwise not be subject to the covenants) under any Material Indebtedness issued or incurred on or after the Closing Date and # such Subsidiary was not previously designated as an Unrestricted Subsidiary and thereafter re-designated as a Restricted Subsidiary; and # any subsidiary of an Unrestricted Subsidiary. The designation of any Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Company (or its Restricted Subsidiaries) therein at the date of designation in an amount equal to the fair market value of the Company’s (or its Restricted Subsidiaries’) Investments therein, which shall be required to be permitted on such date in accordance with [Section 7.03] (and not as an Investment permitted thereby in a Restricted Subsidiary). The Company may designate any Unrestricted Subsidiary to be a Restricted Subsidiary for purposes of this Agreement; provided that no Default or Event of Default has occurred and is continuing or would result therefrom. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary on or after the Closing Date shall constitute # the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time and # a return on any Investment by the applicable Loan Party (or its relevant Subsidiaries) in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value at the date of such designation of such Loan Party’s (or its relevant Subsidiaries’) Investment in such Subsidiary.

SECTION # Designation of Subsidiaries. The Borrower may at any time designate any Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary by delivering to the Administrative Agent a certificate of an Authorized Officer of the Borrower specifying such designation and certifying that the conditions to such designation set forth in this [Section 5.15] are satisfied; provided that: