Designation of Subsidiaries. Parent may designate any Restricted Subsidiary to be an Unrestricted Subsidiary so long as # the Payment Conditions shall have been satisfied with respect to such designation (treating such designation as an Investment as provided below); # such Restricted Subsidiary is not a guarantor of any Indebtedness of Parent or any of its Restricted Subsidiaries (other than the Obligations); # such Restricted Subsidiary is not a Borrower; and # none of the assets of such Restricted Subsidiary are, immediately before such designation, included in the calculation of the Borrowing Base. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Sixth Restatement Effective Date shall constitute an Investment by the applicable Loan Party therein at the date of designation in an amount equal to the fair market value of such Loan Party’s direct or indirect Investment in such Restricted Subsidiary and such Investment must constitute a Permitted Investment. Parent may designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided, however, that such designation shall constitute the incurrence or making at the time of designation of any Investments, Indebtedness, and Liens of such Subsidiary existing at such time and each of the same must be permitted under the terms of this Agreement.

Section # Designation of Subsidiaries. ParentThe Borrower may at any time designate any Restricted Subsidiary to beof the Borrower as an Unrestricted Subsidiary so longor any Unrestricted Subsidiary as a Restricted Subsidiary; provided that # the Payment Conditionsimmediately before and after such designation, no Event of Default shall have been satisfied with respect to such designation (treating such designationoccurred and be continuing and # no Subsidiary may be designated as an Investment as provided below); # such RestrictedUnrestricted Subsidiary if it is not a guarantor“Restricted Subsidiary” for the purpose of any Indebtedness of ParentSenior Notes Documents or any of its Restricted Subsidiaries (other than the Obligations); # such Restricted Subsidiary is not a Borrower; and # noneJunior Financing with an aggregate outstanding principal amount in excess of the assets of such Restricted Subsidiary are, immediately before such designation, included in the calculation of the Borrowing Base.Threshold Amount. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Sixth Restatement EffectiveClosing Date shall constitute an Investment by the applicable Loan PartyBorrower therein at the date of designation in an amount equal to the fair market value of such Loan Party’the Borrower’s direct or indirectits Subsidiary’s (as applicable) Investment in such Restricted Subsidiary and such Investment must constitute a Permitted Investment. Parent may designatetherein. The designation of any Unrestricted Subsidiary to beas a Restricted Subsidiary; provided, however, that such designationSubsidiary shall constitute # the incurrence or making at the time of designation of any Investments, Indebtedness, andInvestment, Indebtedness or Liens of such Subsidiary existing at such time and each# 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 same must be permitted under the terms of this Agreement.Borrower’s or its Subsidiary’s (as applicable) Investment in such Subsidiary.

Designation of Subsidiaries. Parent may designate any Restricted Subsidiary to be an Unrestricted Subsidiary so long as # the Payment Conditions shall have been satisfied with respect to such designation (treating such designation as an Investment as provided below); # such Restricted Subsidiary is not a guarantor of any Indebtedness of Parent or any of its Restricted Subsidiaries (other than the Obligations); # such Restricted Subsidiary is not a Borrower; and # none of the assets of such Restricted Subsidiary are, immediately before such designation, included in the calculation of the Borrowing Base. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Sixth Restatement Effective Date shall constitute an Investment by the applicable Loan Party therein at the date of designation in an amount equal to the fair market value of such Loan Party’s direct or indirect Investment in such Restricted Subsidiary and such Investment must constitute a Permitted Investment. ParentBorrower may designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided, however, thatprovided 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 or making at the time of designation of any Investments, Indebtedness, andInvestment, Indebtedness or Liens of such Subsidiary existing at such time and each# 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 same mustBorrower’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 permitted underdeemed to continue to have an Investment in the termsresulting Restricted Subsidiary in an amount (if positive) equal to # the amount of this Agreement.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.

Designation of Subsidiaries. Parent may designate any Restricted Subsidiary to be an Unrestricted Subsidiary so long as # the Payment Conditions shall have been satisfied with respect to such designation (treating such designation as an Investment as provided below); # such Restricted Subsidiary is not a guarantor of any Indebtedness of Parent or any of its Restricted Subsidiaries (other than the Obligations); # such Restricted Subsidiary is not a Borrower; and # none of the assets of such Restricted Subsidiary are, immediately before such designation, included in the calculation of the Borrowing Base. The designation of. Designate any Restricted Subsidiary as an Unrestricted Subsidiary afteror any Unrestricted Subsidiary as a Restricted Subsidiary, unless such designation is made by the Sixth Restatement Effective Dateboard of directors of Holdings; provided that no Subsidiary shall be designated an Unrestricted Subsidiary if # a Default shall exist or would result therefrom, # such Subsidiary is a Borrower or such Subsidiary owns any property subject to the Borrowing Base, or # such Subsidiary continues to be a guarantor in respect of any Additional Permitted Debt, any Junior Financing, or any Additional Loan or any Permitted Refinancing of the foregoing. The designation of any Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the applicable Loan PartyBorrowers therein at the date of designation in an amount equal to the fair marketnet book value of such Loan Party’the Lead Borrower’s direct or indirect Investment in such Restricted Subsidiary and such Investment must constitute a Permitted Investment. Parent may designateinvestment therein. The designation of any Unrestricted Subsidiary to beas a Restricted Subsidiary; provided, however, that such designationSubsidiary shall constitute the incurrence or making at the time of designation of any Investments, Indebtedness, andIndebtedness or Liens of such Subsidiary existing at such time and each of the same must be permitted under the terms of this Agreement.time.

Designation of Subsidiaries. Parent may designate any Restricted Subsidiary to be an Unrestricted Subsidiary so long as # the Payment Conditions shall have been satisfied with respect to such designation (treating such designation as an Investment as provided below); # such Restricted Subsidiary is not a guarantor of any Indebtedness of Parent or any of its Restricted Subsidiaries (other than the Obligations); # such Restricted Subsidiary is not a Borrower; and # none of the assets of such Restricted Subsidiary are, immediately before such designation, included in the calculation of the Borrowing Base. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Sixth Restatement Effective Date shall constitute an Investment by the applicable Loan Party thereinin such Unrestricted Subsidiary at the date of designation in an amount equal to the fair market value of such Loan Party’the applicable Borrower’s direct or indirect Investment in such Restricted Subsidiary and such Investment must constitute a Permitted Investment. Parent may designateSubsidiary’s investment therein. The designation of any Unrestricted Subsidiary to beas a Restricted Subsidiary; provided, however, that such designationSubsidiary shall # constitute the incurrence or making at the time of designation of any Investments, Indebtedness, andIndebtedness or Liens of such Subsidiary existing at such time and each# constitute a return on any Investment pursuant to the preceding sentence in an amount equal to the fair market value at the date of such designation of the same must be permitted underBorrowers’ and the terms of this Agreement.Restricted Subsidiaries’ Investment in such Subsidiary.

Section # Designation of Subsidiaries. ParentAny Borrower or Holdings may at any time after the Effective Date designate any Restricted Subsidiary to be(other than a Borrower) as an Unrestricted Subsidiary so longor any Unrestricted Subsidiary as #a Restricted Subsidiary; provided that immediately before and after such designation on a Pro Forma Basis as of the Payment Conditionsend of the most recent Test Period, no Event of Default under [clauses (a), (b), (h) or (i) of Section 7.01] shall have been satisfied with respect to such designation (treating such designation as an Investment as provided below); # such Restricted Subsidiary is not a guarantor of any Indebtedness of Parent or any of its Restricted Subsidiaries (other than the Obligations); # such Restricted Subsidiary is not a Borrower;occurred and # none of the assets of such Restricted Subsidiary are, immediately before such designation, included in the calculation of the Borrowing Base.be continuing. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Sixth Restatement Effective Date shall constitute an Investment by the applicable Loan PartyHoldings therein at the date of designation in an amount equal to the fair market valueFair Market Value of such Loan Party’Holdings’ or its Subsidiary’s direct or indirect Investment in such Restricted Subsidiary and such Investment must constitute a Permitted Investment. Parent may designate(as applicable) investment therein. The designation of any Unrestricted Subsidiary to beas a Restricted Subsidiary; provided, however, that such designationSubsidiary shall constitute # the incurrence or making at the time of designation of any Investments, Indebtedness, andInvestment, Indebtedness or Liens of such Subsidiary existing at such time and each# 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 the same must be permitted under the termssuch designation of this Agreement.Holdings’ or its Subsidiary’s (as applicable) Investment in such Subsidiary.

Designation of Subsidiaries. Parent may designate:1.00, and # after such designation, no Unrestricted Subsidiary shall own any Capital Stock in any Restricted Subsidiary to be an Unrestricted Subsidiary so long as # the Payment Conditions shall have been satisfied with respect to such designation (treating such designation as an Investment as provided below); # such Restricted Subsidiary is not a guarantor ofor hold any Indebtedness of Parent or any Lien on any property of itsthe Borrower or the Restricted Subsidiaries (other thanthat would not then be permitted to be incurred by the Obligations); #Borrower or the Restricted Subsidiaries, as applicable (it being expressly understood and agreed that any such Indebtedness or Lien shall be deemed to have been incurred or granted by the Borrower or the Restricted Subsidiary is not a Borrower; and # none ofSubsidiaries, as applicable, on the assetsdate of such Restricted Subsidiary are, immediately before such designation, included in the calculation of the Borrowing Base.designation). The designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Sixth Restatement Effective Date shall constitute an Investment by the Borrower (or its applicable Loan PartyRestricted Subsidiary) therein at the date of designation in an amount equal to the portion of the fair market value of such Loan Party’s direct or indirect Investment inthe net assets of such Restricted Subsidiary andattributable to the Borrower’s (or its applicable Restricted Subsidiary’s) equity interest therein as reasonably estimated by the Borrower (and such designation shall only be permitted to the extent such Investment must constituteis a Permitted Investment. Parent may designateInvestment or is then permitted under [Section 6.04(a)]). The designation of any Unrestricted Subsidiary to beas a Restricted Subsidiary; provided, however, that such designationSubsidiary shall constitute the making, incurrence or makinggranting, as applicable, at the time of designation of any Investments, Indebtedness, and Liensthen-existing Investment, Indebtedness or Lien of such Restricted Subsidiary, as applicable; provided that upon any re-designation of any Unrestricted Subsidiary existingas a Restricted Subsidiary, the Borrower shall be deemed to continue to have an Investment in the resulting Restricted Subsidiary in an amount (if positive) equal to # the Borrower’s “Investment” in such Restricted Subsidiary at the time of such time and eachre-designation, minus # the portion of the same must be permitted underfair market value of the termsnet assets of this Agreement.such Restricted Subsidiary attributable to the Borrower’s equity therein at the time of such re-designation. As of the Closing Date, the Subsidiaries listed on [Schedule 5.09] have been designated as Unrestricted Subsidiaries.

Designation of Subsidiaries. Parent may designate any Restricted Subsidiary to be an Unrestricted Subsidiary so long as # the Payment Conditions shall have been satisfied with respect to such designation (treating such designation as an Investment as provided below); # such Restricted Subsidiary is not a guarantor of any Indebtedness of Parent or any of its Restricted Subsidiaries (other than the Obligations); # such Restricted Subsidiary is not a Borrower; and # none of the assets of such Restricted Subsidiary are, immediately before such designation, included in the calculation of the Borrowing Base. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Sixth Restatement Effective Date shall constitute an Investment by the applicable Loan Party therein atBorrower in such Subsidiary on the date of designation in an amount equal to the fair market value of such Loan Party’the Borrower’s direct or indirect Investment therein (as determined reasonably and in such Restricted Subsidiary and such Investment must constitutegood faith by a Permitted Investment. Parent may designateFinancial Officer of the Borrower). The designation of any Unrestricted Subsidiary to beas a Restricted Subsidiary; provided, however, that such designationSubsidiary shall constitute the incurrence or making at the time of designation of any Investments, Indebtedness, andInvestment, Indebtedness or Liens of such Subsidiary existing at such time and each of the same must be permitted under the terms of this Agreement.time.

Designation of Subsidiaries. ParentAt any time following the Closing Date, the ​ may at any time designate any Restricted Subsidiary to beof a ​ as an Unrestricted Subsidiary so longor 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 Payment Conditions​ 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 been satisfiedreceived 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 designation (treating such designation as an Investment as provided below);Subsidiary and # suchno Restricted Subsidiary is not a guarantor ofmay be designated as (or continue as) an Unrestricted Subsidiary if such Subsidiary owns, or has an exclusive license in, any Indebtedness of Parent or any of its Restricted Subsidiaries (other than the Obligations); # such Restricted Subsidiary is not a Borrower; and # none of the assets of such Restricted Subsidiary are, immediately before such designation, included in the calculation of the Borrowing Base.Material Intellectual Property. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Sixth Restatement Effective Date shall constitute an Investment by the applicable Loan PartyParties therein at the date of designation in an amount equal to the fair market value of suchthe applicable Loan Party’s direct or indirectParties’ 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 Investment must constitute a Permitted Investment. Parent may designateresulting 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 to beas a Restricted Subsidiary; provided, however, that such designationSubsidiary shall constitute the incurrence or makingmaking, as applicable, at the time of designation of any Investments, Indebtedness, andIndebtedness or Liens of such Subsidiary existing at such time and each of the same musttime. An Unrestricted Subsidiary that has subsequently been designated as a Restricted Subsidiary may not be permitted under the terms of this Agreement.redesignated as an Unrestricted Subsidiary.

Designation of Subsidiaries. ParentThe Borrower may at any time designate any Restricted Subsidiary to beof the Borrower as an Unrestricted Subsidiary so longor any Unrestricted Subsidiary as a Restricted Subsidiary; provided that # the Payment Conditionsimmediately before and after such designation, no Default shall have been satisfied with respectoccurred and be continuing, # immediately after giving effect to such designation (treatingdesignation, 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 designationdesignation, 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 Investment as provided below);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, # suchno 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 a guarantororiginated 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 IndebtednessPerson that at the time of Parent oracquisition thereof (and after giving effect to any series of its Restricted Subsidiariesrelated transactions) is a Subsidiary of Holdings (other than the Obligations); # such Restricted Subsidiary is not a Borrower; and # none of the assets of such Restricted Subsidiary are, immediately before such designation, included in the calculation of the Borrowing Base.another Unrestricted Subsidiary). The designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Sixth Restatement EffectiveClosing Date shall constitute an Investment by the applicable Loan PartyBorrower therein and Disposition by the Borrower thereof at the date of designation in an amount equal to the fair market value of such Loan Party’the Borrower’s direct or indirectits Subsidiary’s (as applicable) Investment in such Restricted Subsidiary and such Investment must constitute a Permitted Investment. Parent may designatetherein. The designation of any Unrestricted Subsidiary to beas a Restricted Subsidiary; provided, however, that such designationSubsidiary shall constitute # the incurrence or making at the time of designation of any Investments, Indebtedness, andInvestment, Indebtedness or Liens of such Subsidiary existing at such time and each# 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 same must be permitted under the terms of this Agreement.Borrower’s or its Subsidiary’s (as applicable) Investment in such Subsidiary.