Common use of Designation of Unrestricted Subsidiaries Clause in Contracts

Designation of Unrestricted Subsidiaries. The board of directors of the Borrower may at any time designate any Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Subsidiary; provided, however, that (i) immediately before and after such designation, no Default shall have occurred and be continuing, (ii) immediately after giving effect to such designation, the Borrower and its Subsidiaries shall be in compliance, on a Pro Forma Basis, with the covenants set forth in Article V (Financial Covenant) (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), (iii) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of any Indenture and (iv) no Unrestricted Subsidiary that is designated as a Subsidiary may be redesignated as an Unrestricted Subsidiary at any time prior to twelve (12) months after being so designated as a Subsidiary. The designation of any Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Borrower therein at the date of designation in an amount equal to the net book value of the Borrower’s Investment therein. The designation of any Unrestricted Subsidiary as a Subsidiary shall constitute the incurrence at the time of designation of any Indebtedness or Liens of such Subsidiary existing at such time.

Designation of Unrestricted Subsidiaries. The board Borrower’s Board of directors of the Borrower may Directors may, at any time time, designate any Subsidiary that is acquired or created after the Closing Date as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Subsidiary; provided, however, that (i) immediately before and after such designation, no Default shall have occurred and be continuing, (ii) immediately after giving effect to such designation, the Borrower and its Subsidiaries shall be in compliance, on a Pro Forma Basis, with the covenants set forth in Article V (Financial Covenant) (and, as a condition precedent to the effectiveness of any such designation, the Borrower shall deliver by prior written notice to the Administrative Agent Agent; provided that Borrower shall only be permitted to so designate a certificate setting forth new Unrestricted Subsidiary after the Closing Date and so long as (a) no Default or Event of Default exists or would result therefrom, (b) such Subsidiary does not own any capital stock or Indebtedness of, or own or hold a Lien on any property of, Borrower or any other Subsidiary that is not a subsidiary of the Subsidiary to be so designated and (c) such Unrestricted Subsidiary shall be capitalized (to the extent capitalized by Borrower or any of its Subsidiaries) through Investments permitted by, and in reasonable detail the calculations demonstrating such compliancecompliance with, Section 6.06(m), (iii) no with any assets owned by such Unrestricted Subsidiary may at the time of the initial designation thereof to be designated treated as Investments pursuant to Section 6.06(m); provided that at the time of the initial Investment by Borrower or any of its Subsidiaries in such Subsidiary, Borrower shall designate such entity as an Unrestricted Subsidiary if it is in a written notice to the Administrative Agent. The Borrower may designate any Unrestricted Subsidiary to be a Subsidiary for purposes of this Agreement (each, a “Restricted Subsidiary” for the purpose Subsidiary Redesignation”); provided that no Default or Event of Default then exists or would occur as a consequence of any Indenture and (iv) such Subsidiary Redesignation. Notwithstanding the foregoing, no Subsidiary designated an Unrestricted Subsidiary that is designated as subsequently redesignated a Subsidiary may shall be redesignated as an Unrestricted Subsidiary at any time prior to twelve (12) months after being so designated as a Subsidiary. The designation of any Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Borrower therein at the date of designation in an amount equal to the net book value of the Borrower’s Investment therein. The designation of any Unrestricted Subsidiary as a Subsidiary shall constitute the incurrence at the time of designation of any Indebtedness or Liens of such Subsidiary existing at such timethereafter.

Designation of Unrestricted Subsidiaries. The board of directors of the Borrower may at any time designate any Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Subsidiary; provided, however, that (ia) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing, (iib) immediately after giving effect to such designation, the Borrower and its Subsidiaries Loan Parties shall be in compliance, on a Pro Forma Basispro forma basis, with the covenants set forth in Article V (Financial Covenant) Section 6.14 (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), (iiic) no Subsidiary Guarantor may be designated as an Unrestricted Subsidiary, (d) no Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose may at any time Guaranty any Funded Debt of any Indenture Company and (ive) no Unrestricted Subsidiary that is has been designated as a Subsidiary may be redesignated subsequently designated as an Unrestricted Subsidiary at any time prior to twelve (12) months after being so designated as a Subsidiary. The designation of any Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Borrower or the relevant Subsidiary therein at the date of designation in an amount equal to the net book value of the Borrowersuch Person’s Investment investment therein. The designation of any Unrestricted Subsidiary as a Subsidiary shall constitute the incurrence at the time of designation of any Indebtedness or Liens Debt of such Subsidiary existing at such time.

Designation of Unrestricted Subsidiaries. The board of directors of the Borrower may at any time after the Effective Date designate any Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided, however, provided that (i) immediately before and after such designationdesignation or redesignation, no Event of Default shall have occurred and be continuing, (ii) immediately after giving effect to such designation, the Borrower and its Subsidiaries shall be in compliance, on a Pro Forma Basis, with the covenants set forth in Article V (Financial Covenant) (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), (iii) no Subsidiary may be designated as an Unrestricted Subsidiary if if, after such designation, it is would be a “Restricted Subsidiary” for the purpose of any Indenture other Indebtedness, (iii) no Restricted Subsidiary shall be designated an Unrestricted Subsidiary if it owns Equity Interests or Indebtedness of, or owns or holds any Lien on any property of, Holdings, the Borrower or any other Restricted Subsidiary and (iv) no Unrestricted any designation of a Restricted Subsidiary that is designated as a Subsidiary may be redesignated as an Unrestricted Subsidiary at any time prior to twelve (12) months after being so designated as a complies with the definition of the term Unrestricted Subsidiary. The designation of any Subsidiary as an Unrestricted Subsidiary after the Effective Date shall constitute an Investment by the Borrower applicable Loan Party therein at the date of designation as set forth in an amount equal to the net book value definition of the Borrower’s Investment thereinInvestment. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (a) the incurrence (at the time of designation designation) of any Investment, Indebtedness or Liens of such Subsidiary existing at such timetime and (b) a return on any Investment by the applicable Loan Party in Unrestricted Subsidiaries pursuant to the definition of Investment and shall be permitted if after giving pro forma effect to such designation the Borrower would be in compliance with the financial covenant set forth in Section 6.12.

Designation of Unrestricted Subsidiaries. The board of directors of the Lead Borrower may at any time after the Restatement Date designate any Restricted Subsidiary as to be an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided, however, provided that (i) immediately before and after such designation, no Default shall have occurred and be continuing, (ii) immediately after giving effect to such designation, the Borrower Availability shall not be less than 15% of the Line Cap and its Subsidiaries shall be in compliance, on a Pro Forma Basis, with the covenants set forth in Article V (Financial Covenant) (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), (iiiii) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of any Indenture and (iv) no Unrestricted Subsidiary that is designated as a Subsidiary may be redesignated as an Unrestricted Subsidiary at any time prior to twelve (12) months after being so designated as a Subsidiarythe Senior Notes Debt or the Term Loan Debt. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Third Restatement Date shall constitute an Investment by the Borrower applicable Obligors therein at the date of designation in an amount equal to the net book fair market value of the Borrower’s Investment Obligors’ Investments therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Indebtedness Investment, Debt or Liens of such Subsidiary existing at such time and (ii) a return on any Investment by the Obligors in such Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value at the date of such designation of the Borrowers’ Investment in such Subsidiary at such time. In no event may the Canadian Borrower or any of the German Borrowers be designated as an Unrestricted Subsidiary.

Designation of Unrestricted Subsidiaries. The board So long as no Default or Event of directors of Default exists or arises as a result thereof and subject to the next succeeding sentence, Borrower may at any from time to time designate any a Restricted Subsidiary as an Unrestricted Subsidiary or any designate an Unrestricted Subsidiary as a Restricted Subsidiary; providedprovided that Borrower shall (a) provide Administrative Agent written notification of such designation prior to or concurrently therewith (which written notification Administrative Agent will promptly forward to Lenders), however(b) if such designation is a Material Acquisition (in the case of the designation of an Unrestricted Subsidiary as a Restricted Subsidiary) or a Material Disposition (in the case of the designation of a Restricted Subsidiary as an Unrestricted Subsidiary), that (i) immediately before and within 10 Business Days after such designationnotification, no Default shall have occurred deliver to Administrative Agent a certificate, in form reasonably acceptable to Administrative Agent, demonstrating pro-forma compliance (in accordance with Section 1.07) with Section 7.06 immediately prior to and be continuing, (ii) immediately after giving effect to such designationdesignation and (c) not designate as an Unrestricted Subsidiary any Guarantor that is a Significant Subsidiary and that guarantees Material Debt unless such Guarantor is simultaneously released from its guarantee of such Material Debt. Notwithstanding anything to the contrary contained herein, the Borrower and its Subsidiaries (w) each Guarantor shall at all times be in compliance, on a Pro Forma Basis, with the covenants set forth in Article V (Financial Covenant) (and, Restricted Subsidiary for all purposes hereunder unless such Guarantor is simultaneously released as a condition precedent Guarantor upon such designation as contemplated pursuant 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)Section 6.10, (iiix) no Subsidiary may be unless designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of any Indenture and (iv) no Unrestricted Subsidiary that is designated as a Subsidiary may be redesignated as an Unrestricted Subsidiary at any time prior to twelve (12) months after being so designated as a Subsidiary. The designation of any Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Borrower therein at the date of designation in an amount equal to the net book value of the Borrower’s Investment therein. The designation of any Unrestricted Subsidiary as a Subsidiary shall constitute the incurrence at the time of designation of any Indebtedness or Liens of such Subsidiary existing at such time.compliance with clause

Designation of Unrestricted Subsidiaries. The board of directors of the Borrower may at any time after the Closing Date designate any Restricted Subsidiary as to be an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided, however, provided that (i) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing, continuing and (ii) immediately after giving effect to such designation, the Borrower and its Subsidiaries shall be in compliance, on a Pro Forma Basis, with the covenants set forth in Article V (Financial Covenant) (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), (iii) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” (or the equivalent term) for the purpose of any Indenture and (iv) no Unrestricted Subsidiary that is designated as a Subsidiary may be redesignated as an Unrestricted Subsidiary at any time prior to twelve (12) months after being so designated as a Subsidiarythe ABL Facility or Senior Notes Debt. The designation of any Restricted 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 net book fair market value of the Borrower’s Investment Investments therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Indebtedness Investment, Debt or Liens of such Subsidiary existing at such time and (ii) a return on any Investment by the Borrower in such 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 at such time.

Designation of Unrestricted Subsidiaries. The board of directors of the Borrower may at any time after the Closing Date designate any Restricted Subsidiary of the Borrower as an Unrestricted Subsidiary and designate or subsequently re-designate, as applicable, any Unrestricted Subsidiary as a Restricted Subsidiary, so long as (i) after giving effect thereto, on a Pro Forma Basis as of the most recently completed period of four consecutive fiscal quarters for which the financial statements and certificates required by Section 5.1(a) or (b), as the case may be, have been or were required to have been delivered, the Borrower would have been able to Incur $1.00 of additional Indebtedness under Section 6.1(a) and (ii) no Default or Event of Default has occurred and is continuing or would result therefrom. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Subsidiary; provided, however, that (i) immediately before and after such designation, no Default shall have occurred and be continuing, (ii) immediately after giving effect to such designation, the Borrower and its Subsidiaries shall be in compliance, on a Pro Forma Basis, with the covenants set forth in Article V (Financial Covenant) (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), (iii) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of any Indenture and (iv) no Unrestricted Subsidiary that is designated as a Subsidiary may be redesignated as an Unrestricted Subsidiary at any time prior to twelve (12) months after being so designated as a Subsidiary. The designation of any Subsidiary as an Unrestricted Subsidiary Closing Date shall constitute an Investment by the Borrower applicable Loan Party or Restricted Subsidiary therein at the date of designation in an amount equal to the net book fair market value of the Borrowerapplicable Loan Party’s Investment or Restricted Subsidiary’s investment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (x) the incurrence at the time of designation of any Indebtedness or Liens of such Subsidiary existing at such time, and (y) a return on any Investment by the applicable Loan Party or Restricted Subsidiary 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 Restricted Subsidiary’s Investment in such Subsidiary.

Designation of Unrestricted Subsidiaries. The board of directors of the Borrower may at any time Parent shall be permitted to designate any Subsidiary (other than the Borrower) as an Unrestricted Subsidiary after the Closing Date by written notice to the Administrative Agent; provided that (a) no Default or Event of Default has occurred and is continuing or would result therefrom, (b) immediately after giving effect to such designation, Parent shall be in Pro Forma Compliance, (c) such Unrestricted Subsidiary shall be capitalized (to the extent capitalized by Parent or any of its Subsidiaries) through Investments as permitted by, and in compliance with, Section 6.04, (d) without duplication of clause (c), the designation shall be treated as an Investment, with the fair market value of such Unrestricted Subsidiary at the time of the initial designation thereof being treated as the amount of such Investment, and shall be permitted only if such Investment would be permitted pursuant to Section 6.04 and (e) such Subsidiary shall not have been previously designated an Unrestricted Subsidiary. Parent may designate any Unrestricted Subsidiary as to be a SubsidiarySubsidiary for purposes of this Agreement (each, a “Subsidiary Redesignation”); provided, however, that (i) immediately before and after such designation, no Default shall have or Event of Default has occurred and be continuingis continuing or would result therefrom, (ii) immediately after giving effect to such designationSubsidiary Redesignation, the Borrower and its Subsidiaries Parent shall be in compliance, on a Pro Forma Basis, with the covenants set forth in Article V Compliance and (Financial Covenantiii) (and, as a condition precedent to the effectiveness of any such designation, the Borrower Parent shall deliver have delivered to the Administrative Agent a certificate setting forth in reasonable detail an Officer’s Certificate, certifying to the best of such Financial Officer’s knowledge, compliance with the requirements of preceding clauses (i) and (ii), and containing the calculations demonstrating such compliance), (iii) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of any Indenture and (iv) no Unrestricted Subsidiary that is designated as a Subsidiary may be redesignated as an Unrestricted Subsidiary at any time prior to twelve (12) months after being so designated as a Subsidiary. The designation of any Subsidiary as an Unrestricted Subsidiary shall constitute an Investment information required by the Borrower therein at the date of designation in an amount equal to the net book value of the Borrower’s Investment therein. The designation of any Unrestricted Subsidiary as a Subsidiary shall constitute the incurrence at the time of designation of any Indebtedness or Liens of such Subsidiary existing at such timepreceding clause (ii).

Designation of Unrestricted Subsidiaries. The board of directors of the Borrower Company may at any time designate any Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Subsidiary; provided, however, that (i) immediately before and after such designation, no Default shall have occurred and be continuing, (ii) immediately after giving effect to such designation, the Borrower Company and its Subsidiaries shall be in compliance, on a Pro Forma Basis, with the covenants set forth in Article V (Financial Covenant) (and, as a condition precedent to the effectiveness of any such designation, the Borrower Company shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance), (iii) neither Mexican Borrower may be designated as an Unrestricted Subsidiary, (iv) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of any Indenture and (ivv) no Unrestricted Subsidiary that is designated as a Subsidiary may be redesignated as an Unrestricted Subsidiary at any time prior to twelve (12) months after being so designated as a Subsidiary. The designation of any Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Borrower Company therein at the date of designation in an amount equal to the net book value of the BorrowerCompany’s Investment therein. The designation of any Unrestricted Subsidiary as a Subsidiary shall constitute the incurrence at the time of designation of any Indebtedness or Liens of such Subsidiary existing at such time.

Designation of Unrestricted Subsidiaries. The board So long as no Default or Event of directors of Default exists or arises as a result thereof and subject to the next succeeding sentence, Borrower may at any from time to time designate any a Restricted Subsidiary as an Unrestricted Subsidiary or any designate an Unrestricted Subsidiary as a Restricted Subsidiary; providedprovided that Borrower shall (a) provide Administrative Agent written notification of such designation prior to or concurrently therewith (which written notification Administrative Agent will promptly forward to Lenders), howeverand (b) if such designation is a Material Acquisition (in the case of the designation of an Unrestricted Subsidiary as a Restricted Subsidiary) or a Material Disposition (in the case of the designation of a Restricted Subsidiary as an Unrestricted Subsidiary), that (i) immediately before and within 10 Business Days after such designationnotification, no Default shall have occurred deliver to Administrative Agent a certificate, in form reasonably acceptable to Administrative Agent, demonstrating pro-forma compliance (in accordance with Section 1.07) with Section 7.07 immediately prior to and be continuing, (ii) immediately after giving effect to such designation, the Borrower and its Subsidiaries shall be in compliance, on a Pro Forma Basis, with the covenants set forth in Article V (Financial Covenant) (and, as a condition precedent . Notwithstanding anything to the effectiveness of any such designationcontrary contained herein, the (x) each Guarantor shall at all times be a Restricted Subsidiary for all purposes hereunder, and Borrower shall deliver to the Administrative Agent not designate a certificate setting forth in reasonable detail the calculations demonstrating such compliance)Guarantor as an Unrestricted Subsidiary, (iiiy) no Subsidiary may be unless designated as an Unrestricted Subsidiary if it is in compliance with clause (z) below, each Cable Subsidiary shall at all times be a “Restricted Subsidiary” Subsidiary for the purpose of any Indenture all purposes hereunder, and (ivz) no Unrestricted Borrower may designate a Cable Subsidiary that is designated as a Subsidiary may be redesignated as an Unrestricted Subsidiary at any time prior when the Leverage Ratio (calculated after giving pro forma effect to twelve (12such designation) months after being so designated as a Subsidiary. The designation of any Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Borrower therein at the date of designation in an amount is less than or equal to the net book value 4.50 to 1.00. Borrower hereby designates Comcast Holdings Corporation and each of the Borrower’s Investment therein. The designation of any its Subsidiaries (other than Comcast Cable Communications, LLC and its Subsidiaries) as Unrestricted Subsidiary as a Subsidiary shall constitute the incurrence at the time of designation of any Indebtedness or Liens of such Subsidiary existing at such timeSubsidiaries.

Designation of Unrestricted Subsidiaries. The board of directors of the Borrower may at any from time to time after the Closing Date, designate any Subsidiary of its Restricted Subsidiaries as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided, however, provided that (i) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuingcontinuing or would result therefrom, (ii) immediately after giving effect to such designation, the Borrower and its Subsidiaries shall be in compliance, on a Pro Forma Basis, with the covenants set forth in Article V (Financial Covenant) (and, as a condition precedent to the effectiveness Fair Market Value of any such designation, the Borrower shall deliver Restricted Subsidiary to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance), (iii) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “and its Restricted Subsidiary” for the purpose of any Indenture and (iv) no Unrestricted Subsidiary that is designated as a Subsidiary may Subsidiaries would be redesignated permitted as an Unrestricted Subsidiary at any time prior to twelve Investment under either Section 6.09(a)(iv) or Section 6.09(b)(xvii), (12iii) months after being so designated as a Subsidiary. The designation of any Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Borrower therein at the date of designation in an amount equal to the net book value of the Borrower’s Investment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall will constitute the incurrence at the time of designation of any all Indebtedness or and Liens of such Restricted Subsidiary existing at the time of such timedesignation and (iv) any Unrestricted Subsidiary that has been designated as a Restricted Subsidiary may not subsequently be redesignated as an Unrestricted Subsidiary without the prior consent of the Administrative Agent. Any such designation by the Company shall be evidenced to the Administrative Agent by promptly delivering to the Administrative Agent a copy of a certificate signed by a Responsible Officer of the Borrower certifying that such designation complied with the foregoing provisions.

Designation of Unrestricted Subsidiaries. The board of directors of the Borrower may at any time designate any Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Subsidiary; provided, however, that (ia) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing, (iib) immediately after giving effect to such designation, the Borrower and its Subsidiaries Loan Parties shall be in compliance, on a Pro Forma Basispro forma basis, with the covenants set forth in Article V (Financial Covenant) Section 7.14 (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), (iiic) no Subsidiary Guarantor may be designated as an Unrestricted Subsidiary, (d) no Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose may at any time Guaranty any Funded Debt of any Indenture and Company, (ive) no Unrestricted Subsidiary that is has been designated as a Subsidiary may be redesignated subsequently designated as an Unrestricted Subsidiary at any time prior to twelve and (12f) months after being so Qwest Corporation may not be designated as a an Unrestricted Subsidiary. The designation of any Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Borrower or the relevant Subsidiary therein at the date of designation in an amount equal to the net book value of the Borrowersuch Person’s Investment investment therein. The designation of any Unrestricted Subsidiary as a Subsidiary shall constitute the incurrence at the time of designation of any Indebtedness or Liens Debt of such Subsidiary existing at such time.

Designation of Unrestricted Subsidiaries. The board So long as no Default or Event of directors of Default exists or arises as a result thereof and subject to the next succeeding sentence, Borrower may at any from time to time designate any a Restricted Subsidiary as an Unrestricted Subsidiary or any designate an Unrestricted Subsidiary as a Restricted Subsidiary; providedprovided that Borrower shall (a) provide Administrative Agent written notification of such designation prior to or concurrently therewith (which written notification Administrative Agent will promptly forward to Lenders), however(b) if such designation is a Material Acquisition (in the case of the designation of an Unrestricted Subsidiary as a Restricted Subsidiary) or a Material Disposition (in the case of the designation of a Restricted Subsidiary as an Unrestricted Subsidiary), that (i) immediately before and within 10 Business Days after such designationnotification, no Default shall have occurred deliver to Administrative Agent a certificate, in form reasonably acceptable to Administrative Agent, demonstrating pro-forma compliance (in accordance with Section 1.07) with Section 7.06 immediately prior to and be continuing, (ii) immediately after giving effect to such designationdesignation and (c) not designate as an Unrestricted Subsidiary any Guarantor that is a Significant Subsidiary and that guarantees Material Debt unless such Guarantor is simultaneously released from its guarantee of such Material Debt. Notwithstanding anything to the contrary contained herein, the Borrower and its Subsidiaries (w) each Guarantor shall at all times be in compliance, on a Pro Forma Basis, with the covenants set forth in Article V (Financial Covenant) (and, Restricted Subsidiary for all purposes hereunder unless such Guarantor is simultaneously released as a condition precedent Guarantor upon such designation as contemplated pursuant 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)Section 6.10, (iiix) no Subsidiary may be unless designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of any Indenture and in compliance with clause (ivy) no Unrestricted Subsidiary that is designated as a Subsidiary may be redesignated as an Unrestricted Subsidiary at any time prior to twelve (12) months after being so designated as a Subsidiary. The designation of any Subsidiary as an Unrestricted below, each Cable Subsidiary shall constitute an Investment by the Borrower therein at the date of designation in an amount equal to the net book value of the Borrower’s Investment therein. The designation of any Unrestricted all times be a Restricted Subsidiary as a Subsidiary shall constitute the incurrence at the time of designation of any Indebtedness or Liens of such Subsidiary existing at such time.for all purposes hereunder,

Designation of Unrestricted Subsidiaries. The board of directors of the Borrower may at any time designate any Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided, however, provided that (i) immediately before and after such designation, no Default shall have occurred and be continuing, (ii) immediately after giving effect to such designation, the Borrower and its the Restricted Subsidiaries shall be in compliance, on a Pro Forma Basispro forma basis, with the covenants set forth in Article V (Financial Covenant) Section 6.11 (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), (ii) the designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the incurrence at the time of designation of any Indebtedness or Liens of such Subsidiary existing at such time, (iii) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of any Indenture and (iv) no Unrestricted Subsidiary that is designated as a Subsidiary may be redesignated as an Unrestricted Subsidiary at any time prior to twelve (12) months after being so designated as a Subsidiary. The designation of any Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Borrower therein at the date of designation in an amount equal to the net book fair market value of the Borrower’s Investment therein. The designation of any in such Subsidiary, (iv) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary; (v) immediately before and after any such designation, no Default shall have occurred and be continuing; and (vi) the total assets or consolidated EBITDA of all the Unrestricted Subsidiaries shall not exceed 25% of the consolidated total assets or consolidated EBITDA, as a Subsidiary shall constitute the incurrence at case may be, of the time Borrower and its Subsidiaries (based upon and as of designation the date of any Indebtedness delivery of the most recent consolidated financial statements of the Borrower furnished pursuant to Section 3.04(a) or Liens of such Subsidiary existing at such timeSection 5.01, as applicable).

Designation of Unrestricted Subsidiaries. The board of directors of the Borrower may at any time designate any Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Subsidiary; provided, however, that (ia) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing, (iib) immediately after giving effect to such designation, the Borrower and its Subsidiaries Loan Parties shall be in compliance, on a Pro Forma Basispro forma basis, with the covenants set forth in Article V (Financial Covenant) Section 6.14 (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), (iiic) no Subsidiary Guarantor may be designated as an Unrestricted Subsidiary, (d) no Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose may at any time Guaranty any Funded Debt of any Indenture Company and (ive) no Unrestricted Subsidiary that is has been designated as a Subsidiary may be redesignated subsequently designated as an Unrestricted Subsidiary at any time prior to twelve (12) months after being so designated as a Subsidiary. The designation of any Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Borrower or the relevant Subsidiary therein at the date of designation in an amount equal to the net book value of the Borrowersuch Person’s Investment investment therein. The designation of any Unrestricted Subsidiary as a Subsidiary shall constitute the incurrence at the time of designation of any Indebtedness or Liens Debt of such Subsidiary existing at such time.. Exhibit 4.5e

Designation of Unrestricted Subsidiaries. The board of directors of the Borrower may at any time designate any Subsidiary of Borrower as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary, at Borrower’s sole discretion; provided, however, provided that (iA) immediately before and after such designation, no Event of Default shall have occurred and be continuing, (iiB) immediately after giving effect to such designation, the Borrower and its Subsidiaries designation of a Restricted Subsidiary as an Unrestricted Subsidiary shall be deemed to be an Investment in compliance, on a Pro Forma Basis, with the covenants set forth in Article V amount of the Fair Market Value of such Unrestricted Subsidiary at the time of such designation and (Financial Covenant) (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), (iiiC) no Subsidiary may be designated as an Unrestricted Subsidiary or continue as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of any Indenture and (iv) no Unrestricted Subsidiary that is designated as a Subsidiary may be redesignated as an Unrestricted Subsidiary at any time prior to twelve (12) months after being so designated as a Subsidiary. The designation of any Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Borrower therein at the date of designation in an amount equal to the net book value of the Borrower’s Investment thereinSenior Priority Obligations. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any all Investments, Indebtedness or and Liens of such Subsidiary existing at such timetime and (ii) a return on any Investment by Borrower or any Restricted Subsidiary in Unrestricted Subsidiaries pursuant to the definition of “Investment”.

Designation of Unrestricted Subsidiaries. (a) The board of directors of the Borrower Company, at its option, may at any from time to time designate any Subsidiary as an “Unrestricted Subsidiary” for purposes hereof in accordance with the following: (i) any Subsidiary that is not a Material Subsidiary may be designated by the Company as an Unrestricted Subsidiary or in its sole discretion and (ii) any Material Subsidiary may be designated by the Company as an Unrestricted Subsidiary as a Subsidiaryonly with the prior written consent of the Majority Banks; provided, however, that (i) immediately before and after such designation, no Default shall have occurred and be continuing, (ii) immediately after giving effect to such designation, the Borrower and its Subsidiaries shall be in compliance, on a Pro Forma Basis, with the covenants set forth in Article V (Financial Covenant) (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), (iii) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” (A) immediately after giving effect to any such designation, the aggregate revenues for the purpose most recently ended calendar quarter of all Unrestricted Subsidiaries (including any Indenture and (iv) no Unrestricted Subsidiary that is being newly designated as a Subsidiary may be redesignated as an Unrestricted Subsidiary at any time prior to twelve (12) months after being so designated Subsidiary), taken as a Subsidiary. The designation whole, shall exceed 15% of the aggregate revenues for such calendar quarter of the Company, its Subsidiaries and its Unrestricted Subsidiaries, taken as a whole, (B) immediately after giving effect to any such designation, the aggregate assets of all Unrestricted Subsidiaries (including any Subsidiary being newly designated as an Unrestricted Subsidiary Subsidiary), taken as a whole, shall constitute an Investment by the Borrower therein at the date of designation in an amount equal to the net book value exceed 15% of the Borrower’s Investment therein. The designation aggregate assets of any the Company, its Subsidiaries and its Unrestricted Subsidiary Subsidiaries, taken as a Subsidiary shall constitute the incurrence at the time whole, or (C) any Default or Event of Default then exists (unless such designation would cure such Default or Event of Default) or would result from any Indebtedness or Liens of such Subsidiary existing at such timedesignation.

Designation of Unrestricted Subsidiaries. The board of directors Company will at all times cause (i) the consolidated assets of the Borrower Company and its Restricted Subsidiaries to constitute not less than 90% of the consolidated assets of the Company and its Subsidiaries, and (ii) the Consolidated Net Income of the Company and its Restricted Subsidiaries to constitute not less than 90% of the consolidated net income of the Company and its Subsidiaries. Subject to the limitations set forth in the immediately preceding sentence, the Company may at any from time designate to time cause any Subsidiary to be designated as an Unrestricted Subsidiary or any Unrestricted Subsidiary as to be designated a Restricted Subsidiary; , provided, however, that (i) at the time of such designation and immediately before thereafter and after such designation, no Default shall have occurred and be continuing, (ii) immediately after giving effect to such designationthereto, (a) no Default or Event of Default would exist under the Borrower terms of this Agreement, and (b) the Company and its Restricted Subsidiaries shall would be in compliance, on a Pro Forma Basis, compliance with all of the covenants set forth in Article V (Financial Covenant) (andthis Section 9 and Section 10 if tested on the date of such action and provided, as further, that once 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), (iii) no Restricted Subsidiary may be has been designated as an Unrestricted Subsidiary if Subsidiary, it is a “Restricted Subsidiary” for the purpose of any Indenture and (iv) no Unrestricted Subsidiary that is designated as a Subsidiary may shall not thereafter be redesignated as an Unrestricted a Restricted Subsidiary at any time prior to twelve without the approval (12which will not be unreasonably withheld) months after being so designated as a Subsidiary. The designation of any Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Borrower therein at the date of designation in an amount equal to the net book value of the Borrower’s Investment thereinholders of 51% in aggregate principal amount of the Notes then outstanding. The Within ten (10) days following any designation of any Unrestricted Subsidiary as described above, the Company will deliver to you a Subsidiary shall constitute the incurrence at the time of designation of any Indebtedness or Liens notice of such Subsidiary existing at designation accompanied by a certificate signed by a Senior Financial Officer of the Company certifying compliance with all requirements of this Section 9.6 and setting forth all information required in order to establish such timecompliance.

Designation of Unrestricted Subsidiaries. The board of directors of the Borrower may Company may, at any time on or after the Closing Date designate any Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided, however, provided that (ia) immediately before and after such designationdesignation on a Pro Forma Basis, no Event of Default shall have occurred and be continuing, (ii) immediately after giving effect to such designation, the Borrower and its Subsidiaries shall be in compliance, on a Pro Forma Basis, with the covenants set forth in Article V (Financial Covenant) (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), (iiib) no Subsidiary may be designated as an Unrestricted Subsidiary or continue as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of any Indenture other Material Indebtedness of the Company and (ivc) no Unrestricted notwithstanding anything set forth in this Agreement to the contrary, (i) the designation of any Restricted Subsidiary that is designated as a Subsidiary may be redesignated as an Unrestricted Subsidiary will require that no such Restricted Subsidiary may own or be an exclusive licensee of any Material Intellectual Property at any the time prior of such designation and (ii) no Loan Party will be permitted to twelve (12) months after being so designated as a transfer Material Intellectual Property to an Unrestricted Subsidiary. The designation of any Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the Borrower Company therein at the date of designation in an amount equal to the net book fair market value of the BorrowerCompany’s Investment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such timetime and (ii) a return on any Investment by the Company 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 Company’s Investment in such Subsidiary.

Designation of Unrestricted Subsidiaries. The board of directors of the Borrower may at any time designate any Subsidiary of Borrower as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary, at Borrower’s sole discretion; provided, however, provided that (iA) immediately before and after such designation, no Event of Default shall have occurred 146 and be continuing, (iiB) immediately after giving effect to such designation, the Borrower and its Restricted Subsidiaries shall be in compliance, compliance on a Pro Forma Basis, Basis with the covenants set forth Financial Covenant as of the end of the most recently ended Test Period (and assuming that the Financial Covenant is required to be tested for such Test Period, whether or not otherwise then in Article V (Financial Covenant) (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 complianceeffect), (iiiC) such designation of a Restricted Subsidiary as an Unrestricted Subsidiary shall be deemed to be an Investment in the amount of the Fair Market Value of such Unrestricted Subsidiary at the time of such designation and (D) no Subsidiary may be designated as an Unrestricted Subsidiary or continue as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of any Indenture and (iv) no Unrestricted Subsidiary that is designated as a Subsidiary may be redesignated as an Unrestricted Subsidiary at any time prior to twelve (12) months after being so designated as a Subsidiary. The designation of any Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Borrower therein at the date of designation in an amount equal to the net book value of the Borrower’s Investment thereinSecond Lien Loans. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any all Investments, Indebtedness or and Liens of such Subsidiary existing at such timetime and (ii) a return on any Investment by Borrower or any Restricted Subsidiary in Unrestricted Subsidiaries pursuant to the definition of “Investment”.

Designation of Unrestricted Subsidiaries. The board of directors of the Borrower Holdings may at any time after the Closing Date designate any Restricted Subsidiary of Holdings as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided, however, provided that (i) immediately before and after such designation, no Event of Default shall have occurred and be continuing, continuing or would otherwise result therefrom and (ii) immediately such designation complies with Section 9.2, and if such designation is made after giving effect to such designationthe Closing Date, the Borrower also with Section 9.4 and its Subsidiaries shall be in compliance, on a Pro Forma Basis, with the covenants set forth in Article V (Financial Covenant) (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), (iii) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of any Indenture and (iv) no Unrestricted Subsidiary that is designated as a Subsidiary may be redesignated as an Unrestricted Subsidiary at any time prior to twelve (12) months after being so designated as a SubsidiarySection 9.7. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the Borrower applicable Loan Party therein at the date of designation in an amount equal to the net book fair market value of the Borrowerapplicable Loan Party’s Investment investment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (x) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time, and (y) a return on any Investment by the applicable Loan Party in such Unrestricted Subsidiary 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 Investment in such Subsidiary (but in no event greater than the original principal amount of such Loan Party’s Investment in such Subsidiary (as measured immediately prior to such designation)). Notwithstanding the foregoing, neither the Borrower nor any parent company thereof shall be permitted to be an Unrestricted Subsidiary.

Designation of Unrestricted Subsidiaries. The board Subject to the provisions of directors of this Section 10.20, the Borrower Company may at any time designate any Subsidiary (other than a Subsidiary which has been redesignated as a Restricted Subsidiary pursuant to Section 10.20(c)) as an Unrestricted Subsidiary or any Unrestricted Subsidiary by written notice from the Company to the Administrative Agent as a Subsidiary; provided, however, that (i) immediately before and after such designation, long as no Default shall have occurred and be continuing, (ii) immediately or Event of Default then exists or would exist after giving effect to such designation, it being understood and agreed that a Restricted Subsidiary cannot be owned in whole or in part by an Unrestricted Subsidiary. Any Restricted Subsidiary with total assets in excess of $100,000 may only be converted as of the Borrower and its Subsidiaries shall be in compliance, on end of a Pro Forma Basis, with the covenants set forth in Article V (Financial Covenant) (and, as a condition precedent to the effectiveness of any such designation, the Borrower shall deliver fiscal quarter upon at least 15 days advance notice to the Administrative Agent Agent, which notice shall be accompanied by a certificate setting forth Compliance Certificate demonstrating that the Company will be in reasonable detail pro forma compliance with the calculations demonstrating financial covenants on a pro forma basis at the end of such compliance)fiscal quarter. A Permitted Unconsolidated Venture which will, (iii) no by virtue of an Investment or other circumstance, become a Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for upon at least 15 days advance written notice from the purpose Company to the Administrative Agent. For purposes hereof and notwithstanding anything to the contrary herein, the amount of any Indenture and (iv) no Unrestricted Subsidiary that is designated as a Subsidiary may be redesignated as an Unrestricted Subsidiary at any time prior to twelve (12) months after being so designated as a Subsidiary. The designation of any Subsidiary as an Investment in such Unrestricted Subsidiary shall constitute an Investment be deemed to be the aggregate Dollar Equivalent amount of Investments made by the Borrower therein at Company and its Restricted Subsidiaries in such Permitted Unconsolidated Venture or in the date case of designation in an Metalurgica Caterina S.A. or Metalsa S. de R.L., xxe aggregate Dollar Equivalent amount equal to of Investments made by the net book value of Company and its Restricted Subsidiaries after the Borrower’s Investment therein. The designation of any Unrestricted Subsidiary as a Subsidiary shall constitute the incurrence at the time of designation of any Indebtedness or Liens of such Subsidiary existing at such timeClosing Date.

Designation of Unrestricted Subsidiaries. The board Holdings may, at any time, designate any Subsidiary of directors Holdings that is not the Borrower or a Subsidiary of the Borrower may at any time designate any Subsidiary as an Unrestricted Subsidiary by prior written notice to the Administrative Agent; provided that Holdings shall only be permitted to so designate a new Unrestricted Subsidiary after the Closing Date and so long as (a) no Default or Event of Default exists or would result therefrom, (b) such Subsidiary does not own any capital stock or Indebtedness of, or own or hold a Lien on any property of, Holdings or any other Subsidiary that is not a subsidiary of the Subsidiary to be so designated, (c) such Unrestricted Subsidiary shall be capitalized (to the extent capitalized by Holdings or any of its Subsidiaries) through Investments (and calculated based on the fair market value of such Investment) permitted by, and in compliance with, clauses (xv) and (xxv) under Section 7.06(a), with any assets owned by such Unrestricted Subsidiary at the time of the initial designation thereof to be treated as Investments pursuant to clauses (xv) and (xxv) under Section 7.06(a); provided that at the time of the initial Investment by Holdings or any of its Subsidiaries in such Subsidiary, Holdings shall designate such entity as an Unrestricted Subsidiary in a written notice to the Administrative Agent. Holdings may designate any Unrestricted Subsidiary as to be a SubsidiarySubsidiary for purposes of this Agreement (each, a “Subsidiary Redesignation”); provided, however, provided that (i) immediately such Unrestricted Subsidiary, both before and after such designation, no Default shall have occurred and be continuing, (ii) immediately after giving effect to such designation, the Borrower and its Subsidiaries shall be in compliancea wholly owned Subsidiary of Holdings, (ii) no Default or Event of Default then exists or would occur as a consequence of any such Subsidiary Redesignation, (iii) calculations are made by Holdings of compliance on a Pro Pro-Forma Basis, Basis with the covenants set forth in Article V (Financial Covenant) (andSection 7.16 for the relevant period, as a condition precedent if the respective Subsidiary Redesignation (as well as all other Subsidiary Redesignations theretofore consummated after the first day of such period) had occurred on the first day of such period, and such calculations shall show that such covenants set forth in Section 7.16 would have been complied with if the Subsidiary Redesignation had occurred on the first day of such period (for this purpose, if the first day of the respective period occurs prior to the effectiveness Closing Date, calculated as if the covenants set forth in Section 7.16 had been applicable from the first day of any such designationperiod), (iv) all representations and warranties contained herein and in the Borrower other Loan Documents shall deliver be true and correct in all material respects with the same effect as though such representations and warranties had been made on and as of the date of such Subsidiary Redesignation (both before and after giving effect thereto), unless stated to relate to a specific earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date, (v) Holdings shall have delivered to the Administrative Agent an officer’s certificate executed by a certificate setting forth in reasonable detail Responsible Officer, certifying to the best of such officer’s knowledge, compliance with the requirements of preceding clauses (i) through (iv), inclusive, and containing the calculations demonstrating such compliancerequired by the preceding clause (iii), and (iiivi) no any Unrestricted Subsidiary subject to a Subsidiary Redesignation may not thereafter be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of any Indenture and (iv) no Unrestricted Subsidiary that is designated as a Subsidiary may be redesignated as an Unrestricted Subsidiary at any time prior to twelve (12) months after being so designated as a Subsidiary. The designation of any Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Borrower therein at the date of designation in an amount equal to the net book value of the Borrower’s Investment therein. The designation of any Unrestricted Subsidiary as a Subsidiary shall constitute the incurrence at the time of designation of any Indebtedness or Liens of such Subsidiary existing at such time.

Designation of Unrestricted Subsidiaries. (a) The board of directors of the Borrower Company, at its option, may at any from time to time designate any Subsidiary as an “Unrestricted Subsidiary” for purposes hereof in accordance with the following: (i) any Subsidiary that is not a Material Subsidiary may be designated by the Company as an Unrestricted Subsidiary or in its sole discretion; (ii) any Material Subsidiary may be designated by the Company as an Unrestricted Subsidiary as a Subsidiaryonly with the prior written consent of the Majority Banks; provided, however, that (i) immediately before and after such designation, no Default shall have occurred and be continuing, (ii) immediately after giving effect to such designation, the Borrower and its Subsidiaries shall be in compliance, on a Pro Forma Basis, with the covenants set forth in Article V (Financial Covenant) (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), (iii) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” (A) immediately after giving effect to any such designation, the aggregate revenues for the purpose most recently ended calendar quarter of all Unrestricted Subsidiaries (including any Indenture and (iv) no Unrestricted Subsidiary that is being newly designated as a Subsidiary may be redesignated as an Unrestricted Subsidiary at any time prior to twelve (12) months after being so designated Subsidiary), taken as a Subsidiary. The designation whole, shall exceed 15% of the aggregate revenues for such calendar quarter of the Company, its Subsidiaries and its Unrestricted Subsidiaries, taken as a whole, (B) immediately after giving effect to any such designation, the aggregate assets of all Unrestricted Subsidiaries (including any Subsidiary being newly designated as an Unrestricted Subsidiary Subsidiary), taken as a whole, shall constitute an Investment by the Borrower therein at the date of designation in an amount equal to the net book value exceed 15% of the Borrower’s Investment therein. The designation aggregate assets of any the Company, its Subsidiaries and its Unrestricted Subsidiary Subsidiaries, taken as a Subsidiary shall constitute the incurrence at the time whole, or (C) any Default or Event of Default then exists (unless such designation would cure such Default or Event of Default) or would result from any Indebtedness or Liens of such Subsidiary existing at such timedesignation.

Designation of Unrestricted Subsidiaries. The board of directors GEO may, on prior written notice to the Administrative Agent, designate any Restricted Subsidiary or newly acquired Subsidiary (in each case, other than (x) any Subsidiary that is a guarantor under any of the Borrower may at Senior Notes or (y) Corrections or any time designate any Subsidiary successor to Corrections or all or substantially all of its properties) as an Unrestricted Subsidiary or any Unrestricted Subsidiary so long as a Subsidiary; provided, however, that (i1) immediately before and after such designation, no Default shall have or Event of Default has occurred and be continuingis continuing or would result therefrom, (ii2) immediately after giving effect to such designation, the Borrower and its Subsidiaries shall be in compliance, on a Pro Forma Basis, with the covenants set forth in Article V (Financial Covenant) (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), (iii) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of any Indenture and (iv) no Unrestricted Subsidiary that is designated as a Subsidiary may be redesignated as an Unrestricted Subsidiary at any time prior to twelve (12) months after being so designated as a Subsidiary. The designation of any Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Borrower Loan Parties therein at the date of designation in an amount equal to the net book fair market value of the Borrowerapplicable Loan Party’s Investment thereintherein and such Investment is permitted pursuant to Section 6.04 at such time and (3) an authorized officer of GEO certifies to the Administrative Agent compliance with the preceding clauses (1) and (2). The Any such designation shall have an effective date mutually acceptable to the Administrative Agent and GEO, but in no event earlier than five Business Days following receipt by the Administrative Agent of such written notice. Upon the effectiveness of any designation of a Restricted Subsidiary as an Unrestricted Subsidiary in accordance with this Section 5.09(d), the Administrative Agent shall take any action requested by GEO that is necessary to release such Unrestricted Subsidiary and its assets from the Security Documents. Notwithstanding anything set forth in this Agreement to the contrary, (A) the Borrowers and the Restricted Subsidiaries shall not be permitted to contribute, dispose of or otherwise transfer legal title to, or license on an exclusive basis, any Material Intellectual Property to any Unrestricted Subsidiary, (B) GEO shall not be permitted to designate any Restricted Subsidiary that holds Material Intellectual Property as an Unrestricted Subsidiary and (C) in no event shall any Unrestricted Subsidiary as a Subsidiary shall constitute the incurrence at the time of designation of own or exclusively license any Indebtedness or Liens of such Subsidiary existing at such timeMaterial Intellectual Property.

Designation of Unrestricted Subsidiaries. The board Any designation of directors an Unrestricted Subsidiary by the Board of Directors shall be evidenced to the Trustee by filing with the Trustee a certified copy of the Borrower resolution of the Board of Directors of the Company giving effect to such designation and an Officers' Certificate certifying that such designation complied with the terms of this Indenture governing the designation of Unrestricted Subsidiaries and was permitted by Section 4.07 hereof. If, at any time, any Unrestricted Subsidiary fails to meet the foregoing requirements as an Unrestricted Subsidiary, it shall thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness of such Subsidiary shall be deemed to be incurred by a Restricted Subsidiary of the Company as of such date (and, if such Indebtedness is not permitted to be incurred as of such date under Section 4.09, the Company shall be in default of such covenant). The Board of Directors of the Company may at any time designate any Subsidiary as an Unrestricted Subsidiary or to be a Restricted Subsidiary; PROVIDED THAT such designation shall be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Company of any outstanding Indebtedness of such Unrestricted Subsidiary as a Subsidiary; provided, however, that and such designation shall only be permitted if (i) immediately before such Indebtedness is permitted under Section 4.09 hereof, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period, and after such designation, no Default shall have occurred and be continuing, (ii) immediately after giving effect to no Default or Event of Default would be in existence following such designation, the Borrower and its Subsidiaries shall be in compliance, on a Pro Forma Basis, with the covenants set forth in Article V (Financial Covenant) (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), (iii) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of any Indenture and (iv) no Unrestricted Subsidiary that is designated as a Subsidiary may be redesignated as an Unrestricted Subsidiary at any time prior to twelve (12) months after being so designated as a Subsidiary. The designation of any Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Borrower therein at the date of designation in an amount equal to the net book value of the Borrower’s Investment therein. The designation of any Unrestricted Subsidiary as a Subsidiary shall constitute the incurrence at the time of designation of any Indebtedness or Liens of such Subsidiary existing at such time.

Designation of Unrestricted Subsidiaries. The board of directors of the Borrower Company may at any time designate any Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Subsidiary; provided, however, that (i) immediately before and after such designation, no Default shall have occurred and be continuing, (ii) immediately after giving effect to such designation, the Borrower Company and its Subsidiaries shall be in compliance, on a Pro Forma Basis, with the covenants set forth in Article V (Financial Covenant) (and, as a condition precedent to the effectiveness of any such designation, the Borrower Company shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance), (iii) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of any Indenture and (iv) no Unrestricted Subsidiary that is designated as a Subsidiary may be redesignated as an Unrestricted Subsidiary at any time prior to twelve (12) months after being so designated as a Subsidiary. The designation of any Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Borrower Company therein at the date of designation in an amount equal to the net book value of the BorrowerCompany’s Investment therein. The designation of any Unrestricted Subsidiary as a Subsidiary shall constitute the incurrence at the time of designation of any Indebtedness or Liens of such Subsidiary existing at such time.

Designation of Unrestricted Subsidiaries. The board of directors of the Borrower may at any time designate any Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Subsidiary; provided, however, that (ia) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing, (iib) immediately after giving effect to such designation, the Borrower and its Subsidiaries Loan Parties shall be in compliance, on a Pro Forma Basispro forma basis, with the covenants set forth in Article V (Financial Covenant) Section 6.14 (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), (iiic) no Subsidiary Guarantor may be designated as an Unrestricted Subsidiary, (d) no Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose may at any time Guaranty any Funded Debt of any Indenture Company and (ive) no Unrestricted Subsidiary that is has been designated as a Subsidiary may be redesignated subsequently designated as an Unrestricted Subsidiary at any time prior to twelve (12) months after being so designated as a Subsidiary. The designation of any Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Borrower or the relevant Subsidiary therein at the date of designation in an amount equal to the net book value of the Borrowersuch Person’s Investment investment therein. The designation of any Unrestricted Subsidiary as a Subsidiary shall constitute the incurrence at the time of designation of any Indebtedness or Liens Debt of such Subsidiary existing at such time.. Exhibit 4.5

Designation of Unrestricted Subsidiaries. The board Company may designate any Restricted Subsidiary to be an Unrestricted Subsidiary. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value of directors all outstanding Investments owned by the Company and its Restricted Subsidiaries in the Subsidiary designated as an Unrestricted Subsidiary will be deemed to be either an Investment made as of the Borrower time of the designation that will reduce the amount available for Restricted Payments under the covenant described in Section 3.3 or represent a Permitted Investment under one or more clauses of the definition of “Permitted Investments,” as determined by the Company. That designation will only be permitted if (a) the Investment would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary or (b) the Subsidiary to be so designated has total consolidated assets of $1,000 or less. Any designation of a Subsidiary of the Company as an Unrestricted Subsidiary will be evidenced to the Trustee by filing with the Trustee an Officers’ Certificate certifying that such designation complied with the preceding conditions and was permitted by the covenant described in Section 3.3. The Company may at any time designate any Subsidiary as an Unrestricted Subsidiary or to be a Restricted Subsidiary of the Company; provided that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Company of any outstanding Indebtedness of such Unrestricted Subsidiary Subsidiary, and such designation will only be permitted if (1) such Indebtedness is permitted under Section 3.2, calculated on a pro forma basis as a Subsidiaryif such designation had occurred at the beginning of the applicable reference period; provided, however, that and (i2) immediately before and after no Event of Default would be in existence following such designation, no Default shall have occurred and be continuing, (ii) immediately after giving effect to such designation, the Borrower and its Subsidiaries shall be in compliance, on a Pro Forma Basis, with the covenants set forth in Article V (Financial Covenant) (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), (iii) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of any Indenture and (iv) no Unrestricted Subsidiary that is designated as a Subsidiary may be redesignated as an Unrestricted Subsidiary at any time prior to twelve (12) months after being so designated as a Subsidiary. The designation of any Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Borrower therein at the date of designation in an amount equal to the net book value of the Borrower’s Investment therein. The designation of any Unrestricted Subsidiary as a Subsidiary shall constitute the incurrence at the time of designation of any Indebtedness or Liens of such Subsidiary existing at such time.

Designation of Unrestricted Subsidiaries. The board (a) Except as otherwise provided in the definition of directors “Unrestricted Subsidiary,” the Board of Directors of the Borrower may at any time designate any Restricted Subsidiary as an Unrestricted Subsidiary (including any newly acquired or newly formed Restricted Subsidiary at or prior to the time it is so acquired or formed but excluding any Restricted Subsidiary that was previously an Unrestricted Subsidiary), or any Unrestricted Subsidiary as a Restricted Subsidiary; provided, however, provided that (i) immediately before and after such designation, no Potential Default or Event of Default shall have occurred and be continuing, (ii) immediately after giving effect to such designation, the Borrower and its Subsidiaries shall be in compliance, on a Pro Forma Basis, with the covenants set forth in Article V (Financial Covenant) (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), Covenants and (iii) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of any Indenture and Indebtedness incurred pursuant to Section 8.2.1(i) or (ivm) no Unrestricted Subsidiary that [Indebtedness] (unless it is substantially concurrently being designated as a Subsidiary may be redesignated as an Unrestricted Subsidiary at any time prior to twelve under such Indebtedness). Any (12x) months after being so designated as a Subsidiary. The designation of any a Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Borrower therein at the date of designation in an amount equal or (y) redesignation as a Restricted Subsidiary will be evidenced to the net book value Administrative Agents by delivering to the Administrative Agents a copy of a Board Resolution giving effect to such designation and an Officer’s Certificate certifying that such designation complied with the Borrower’s Investment therein. The designation requirements of any Unrestricted Subsidiary as a Subsidiary shall constitute the incurrence at the time of designation of any Indebtedness or Liens of such Subsidiary existing at such time.this

Designation of Unrestricted Subsidiaries. The board of directors of the Borrower Company may at any time after the Closing Date designate any Restricted Subsidiary of the Company as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a SubsidiaryRestricted Subsidiary by written notice to the Administrative Agent; provided, however, provided that (i) immediately before and after such designation, no Event of Default shall have occurred and be continuing, (ii) immediately after giving effect to such designation, the Borrower Company is in Pro Forma Compliance with the Financial Covenant set forth in Section 7.11, (iii) in the case of the designation of any Subsidiary as an Unrestricted Subsidiary, such designation shall constitute an Investment in such Unrestricted Subsidiary (calculated as an amount equal to the sum of (x) the fair market value of the Subsidiary designated immediately prior to such designation (such fair market value to be calculated without regard to any Obligations of such Subsidiary under the applicable guarantee agreement) and (y) the aggregate principal amount of any Indebtedness owed by the Subsidiary to the Company or any of its Subsidiaries shall be immediately prior to such designation, all calculated, except as set forth in compliancethe parenthetical to clause (iii) above, on a Pro Forma Basis, consolidated basis in accordance with the covenants set forth in Article V (Financial Covenant) (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 complianceGAAP), and such Investment shall be permitted under Section 7.02, (iiiiv) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of any Indenture Indebtedness permitted under Section 7.03(j), (l) and (ivn), (v) immediately after giving effect to the designation of an Unrestricted Subsidiary as a Restricted Subsidiary, the Company shall comply with the provisions of Section 6.13 or Section 6.15 with respect to such designated Restricted Subsidiary, (vi) no Unrestricted Subsidiary that is designated as a Restricted Subsidiary may be redesignated as a Subsidiary of an Unrestricted Subsidiary at any time prior to twelve Subsidiary, (12vii) months after being so designated as a Subsidiary. The in the case of the designation of any Subsidiary as an Unrestricted Subsidiary Subsidiary, no recourse whatsoever (whether by contract or by operation of law or otherwise) may be had to the Company or any of its Restricted Subsidiaries or any of their respective properties or assets for any obligations of such Unrestricted Subsidiary, and (viii) the Company shall constitute an Investment have delivered to the Administrative Agent and each Lender a certificate executed by a Responsible Officer of the Company, certifying to such Responsible Officer’s knowledge, compliance with the requirements of the preceding clauses (i) through (vii), inclusive, and containing the calculations (in reasonable detail) required by the Borrower therein at the date of designation in an amount equal to the net book value of the Borrower’s Investment thereinpreceding clause (ii). The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (A) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time and (B) a return on any Investment by the Company 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 Company’s Investment in such Subsidiary. Further, promptly after the date on which the Company or the Administrative Agent determines that either (1) any Unrestricted Subsidiary and its Subsidiaries individually represent two and one half percent (2.5%) or more of (x) the Consolidated EBITDA of the Company and its Subsidiaries for the Computation Period most recently ended prior to such date or (y) the Consolidated Total Assets of the Company and its Subsidiaries as of the Computation Period most recently ended or (2) all Unrestricted Subsidiaries and their respective Subsidiaries collectively represent in the aggregate ten percent (10%) or more of (w) the Consolidated EBITDA of the Company and its Subsidiaries for the Computation Period most recently ended prior to such date or (z) the Consolidated Total Assets of the Company and its Subsidiaries as of the Computation Period most recently ended, then the Company shall promptly identify in writing to the Administrative Agent such Unrestricted Subsidiaries to be redesignated as Restricted Subsidiaries to cause such remaining Unrestricted Subsidiaries and their respective Subsidiaries (after giving effect to such redesignation) to individually represent less than two and one half percent (2.5%) of each of the Consolidated EBITDA of the Company and its Subsidiaries for the Computation Period most recently ended prior to such date and the Consolidated Total Assets of the Company and its Subsidiaries as of the Computation Period most recently ended and collectively represent in the aggregate less than ten percent (10%) of each of the Consolidated EBITDA of the Company and its Subsidiaries for the Computation Period most recently ended prior to such date and the Consolidated Total Assets of the Company and its Subsidiaries as of the Computation Period most recently ended. Notwithstanding the foregoing, if, at any time, any Unrestricted Subsidiary shall be a “Restricted Subsidiary” (or the equivalent thereof) as defined in the documentation for any Indebtedness permitted under Section 7.03(l), such Unrestricted Subsidiary shall automatically and without further action by any party be redesignated a Restricted Subsidiary hereunder. The redesignation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (x) the incurrence at the time of redesignation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time and (y) a return on any Investment by the Company in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value at the date of such redesignation of the Company’s Investment in such Subsidiary.

Designation of Unrestricted Subsidiaries. The board of directors of the Borrower may at any time designate any Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Subsidiary; provided, however, that (ia) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing, (iib) immediately after giving effect to such designation, the Borrower and its Subsidiaries Loan Parties shall be in compliance, on a Pro Forma Basispro forma basis, with the covenants set forth in Article V (Financial Covenant) Section 6.14 (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), (iiic) no Subsidiary Guarantor may be designated as an Unrestricted Subsidiary, (d) no Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose may at any time Guaranty any Funded Debt of any Indenture and Company, (ive) no Unrestricted Subsidiary that is has been designated as a Subsidiary may be redesignated subsequently designated as an Unrestricted Subsidiary at any time prior to twelve and (12f) months after being so Qwest Corporation may not be designated as a an Unrestricted Subsidiary. The designation of any Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Borrower or the relevant Subsidiary therein at the date of designation in an amount equal to the net book value of the Borrowersuch Person’s Investment investment therein. The designation of any Unrestricted Subsidiary as a Subsidiary shall constitute the incurrence at the time of designation of any Indebtedness or Liens Debt of such Subsidiary existing at such time.

Designation of Unrestricted Subsidiaries. The board of directors of the Borrower may at any time designate any Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Subsidiary; provided, however, that (ia) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing, (iib) immediately after giving effect to such designation, the Borrower and its Subsidiaries Loan Parties shall be in compliance, on a Pro Forma Basispro forma basis, with the covenants set forth in Article V (Financial Covenant) Section 6.14 (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), (iiic) no Subsidiary Guarantor may be designated as an Unrestricted Subsidiary, (d) no Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose may at any time Gguarantyee any Funded Debt of any Indenture and Company, (ive) no Unrestricted Subsidiary that is has been designated as a Subsidiary may be redesignated subsequently designated as an Unrestricted Subsidiary at any time prior to twelve and (12f) months after being so Qwest Corporation may not be designated as a an Unrestricted Subsidiary. The designation of any Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Borrower or the relevant Subsidiary therein at the date of designation in an amount equal to the net book value of the Borrowersuch Person’s Investment investment therein. The designation of any Unrestricted Subsidiary as a Subsidiary shall constitute the incurrence at the time of designation of any Indebtedness or Liens Debt of such Subsidiary existing at such time.

Designation of Unrestricted Subsidiaries. (a) The board of directors of the Borrower Company, at its option, may at any from time to time designate any Subsidiary as an “Unrestricted Subsidiary” for purposes hereof in accordance with the following: (i) any Subsidiary that is not a Material Subsidiary may be designated by the Company as an Unrestricted Subsidiary or in its sole discretion and (ii) any Material Subsidiary may be designated by the Company as an Unrestricted Subsidiary as a Subsidiaryonly with the prior written consent of the Majority Banks; provided, however, that (i) immediately before and after such designation, no Default shall have occurred and be continuing, (ii) immediately after giving effect to such designation, the Borrower and its Subsidiaries shall be in compliance, on a Pro Forma Basis, with the covenants set forth in Article V (Financial Covenant) (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), (iii) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” (A) immediately after giving effect to any such designation, the aggregate revenues for the purpose most recently ended fiscal quarter of all Unrestricted Subsidiaries (including any Indenture and (iv) no Unrestricted Subsidiary that is being newly designated as a Subsidiary may be redesignated as an Unrestricted Subsidiary at any time prior to twelve (12) months after being so designated Subsidiary), taken as a Subsidiary. The designation whole, shall exceed 15% of the aggregate revenues for such fiscal quarter of the Company, its Subsidiaries and its Unrestricted Subsidiaries, taken as a whole, (B) immediately after giving effect to any such designation, the aggregate assets of all Unrestricted Subsidiaries (including any Subsidiary being newly designated as an Unrestricted Subsidiary Subsidiary), taken as a whole, shall constitute an Investment by the Borrower therein at the date of designation in an amount equal to the net book value exceed 15% of the Borrower’s Investment therein. The designation aggregate assets of any the Company, its Subsidiaries and its Unrestricted Subsidiary Subsidiaries, taken as a Subsidiary shall constitute the incurrence at the time whole, or (C) any Default or Event of Default then exists (unless such designation would cure such Default or Event of Default) or would result from any Indebtedness or Liens of such Subsidiary existing at such timedesignation.

Designation of Unrestricted Subsidiaries. The board of directors of the Borrower may at any time after the Closing Date designate any Restricted Subsidiary as to be an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Subsidiary; provided, however, that Restricted Subsidiary so long as (i) immediately before and after such designation, (A) no Default or Event of Default shall have occurred and be continuing, continuing and (iiB) immediately after giving effect to such designation, the Borrower and its Subsidiaries Holdings shall be in compliance, on a Pro Forma Basis, pro forma compliance with the covenants set forth in Article V (Financial Condition Covenant) (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), (iiiii) no Subsidiary may be designated as an Unrestricted Subsidiary if if, after such designation, it is would be a “Restricted Subsidiary” for the purpose of any Indenture and other Indebtedness of any Loan Party, (iviii) no Unrestricted Subsidiary that is designated as a Subsidiary may be redesignated as an Unrestricted Subsidiary at any time prior to twelve (12) months after being so designated as a Subsidiary. The the designation of any Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Borrower therein at the date of designation in an amount equal to the net book fair market value as determined by the Borrower in good faith of the Borrower’s or its Subsidiary’s (as applicable) Investment therein. The , (iv) the designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the incurrence at the time of designation of any Indebtedness or Liens of such Subsidiary existing at such timetime and (v) the Borrower shall have delivered to the Administrative Agent an officer’s certificate executed by a Responsible Officer of the Borrower, certifying compliance with the requirements of preceding clauses (i) through (iv).

Designation of Unrestricted Subsidiaries. The board of directors of the Borrower may at any time after the Closing Date designate any Restricted Subsidiary as to be an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Subsidiary; provided, however, that Restricted Subsidiary so long as (i) immediately before and after such designation, (A) no Default or Event of Default shall have occurred and be continuing, continuing and (iiB) immediately after giving effect to such designation, the Borrower and its Subsidiaries Borrower’s Consolidated Total Leverage Ratio shall be in compliance, on a Pro Forma Basis, with the covenants set forth in Article V (Financial Covenant) (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)less than 4.50:1.00, (iiiii) no Subsidiary may be designated as an Unrestricted Subsidiary if if, after such designation, it is would be a “Restricted Subsidiary” for the purpose of any Indenture and other Indebtedness of any Loan Party, (iviii) no Unrestricted Subsidiary that is designated as a Subsidiary may be redesignated as an Unrestricted Subsidiary at any time prior to twelve (12) months after being so designated as a Subsidiary. The the designation of any Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Borrower therein at the date of designation in an amount equal to the net book fair market value as determined by the Borrower in good faith of the Borrower’s or its Subsidiary’s (as applicable) Investment therein. The , (iv) the designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the incurrence at the time of designation of any Indebtedness or Liens of such Subsidiary existing at such timetime and (v) the Borrower shall have delivered to the Administrative Agent an officer’s certificate executed by a Responsible Officer of the Borrower, certifying compliance with the requirements of preceding clauses (i) through (iv).

Designation of Unrestricted Subsidiaries. The board of directors of the Borrower may Company may, at any time designate any Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided, however, provided that (ia) immediately before and after such designationdesignation on a Pro Forma Basis, no Event of Default shall have occurred and be continuing, (ii) immediately after giving effect to such designation, the Borrower and its Subsidiaries shall be in compliance, on a Pro Forma Basis, with the covenants set forth in Article V (Financial Covenant) (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), (iiib) no Subsidiary may be designated as an Unrestricted Subsidiary or continue as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of any Indenture other Material Indebtedness of the Company and (ivc) no Unrestricted notwithstanding anything set forth in this Agreement to the contrary, (i) the designation of any Restricted Subsidiary that is designated as a Subsidiary may be redesignated as an Unrestricted Subsidiary will require that no such Restricted Subsidiary may own or be an exclusive licensee of any Material Intellectual Property at any the time prior of such designation and (ii) no Loan Party will be permitted to twelve (12) months after being so designated as a transfer Material Intellectual Property to an Unrestricted Subsidiary. The designation of any Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the Borrower Company therein at the date of designation in an amount equal to the net book fair market value of the BorrowerCompany’s Investment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time.time and (ii) a return on any Investment by the Company 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 Company’s Investment in such Subsidiary. 150

Designation of Unrestricted Subsidiaries. The board So long as no Default or Event of directors of Default exists or arises as a result thereof and subject to the next succeeding sentence, Borrower may at any from time to time designate any a Restricted Subsidiary as an Unrestricted Subsidiary or any designate an Unrestricted Subsidiary as a Restricted Subsidiary; providedprovided that Borrower shall (a) provide Administrative Agent written notification of such designation prior to or concurrently therewith (which written notification Administrative Agent will promptly forward to Lenders), howeverand (b) if such designation is a Material Acquisition (in the case of the designation of an Unrestricted Subsidiary as a Restricted Subsidiary) or a Material Disposition (in the case of the designation of a Restricted Subsidiary as an Unrestricted Subsidiary), that (i) immediately before and within 10 Business Days after such designationnotification, no Default shall have occurred deliver to Administrative Agent a certificate, in form reasonably acceptable to Administrative Agent, demonstrating pro-forma compliance (in accordance with Section 1.07) with Section 7.07 immediately prior to and be continuing, (ii) immediately after giving effect to such designation, the Borrower and its Subsidiaries shall be in compliance, on a Pro Forma Basis, with the covenants set forth in Article V (Financial Covenant) (and, as a condition precedent . Notwithstanding anything to the effectiveness of any such designationcontrary contained herein, the (x) each Guarantor shall at all times be a Restricted Subsidiary for all purposes hereunder, and Borrower shall deliver to the Administrative Agent not designate a certificate setting forth in reasonable detail the calculations demonstrating such compliance)Guarantor as an Unrestricted Subsidiary, (iiiy) no Subsidiary may be unless designated as an Unrestricted Subsidiary if it is in compliance with clause (z) below, each Cable Subsidiary shall at all times be a “Restricted Subsidiary” Subsidiary for the purpose of any Indenture all purposes hereunder, and (ivz) no Unrestricted Borrower may designate a Cable Subsidiary that is designated as a Subsidiary may be redesignated as an Unrestricted Subsidiary at any time prior when the Leverage Ratio (calculated after giving pro forma effect to twelve (12such designation) months after being so designated as a Subsidiary. The designation of any Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Borrower therein at the date of designation in an amount is less than or equal to 4.50 to 1.00. Borrower hereby designates the net book value of the Borrower’s Investment therein. The designation of any Subsidiaries listed on Schedule 6.13 as Unrestricted Subsidiary as a Subsidiary shall constitute the incurrence at the time of designation of any Indebtedness or Liens of such Subsidiary existing at such timeSubsidiaries.

Designation of Unrestricted Subsidiaries. The board of directors of the Borrower may at any time after the Closing Date designate any Restricted Subsidiary as to be an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Subsidiary; provided, however, that Restricted Subsidiary so long as (i) immediately before and after such designation, (A) no Default or Event of Default shall have occurred and be continuing, continuing and (iiB) immediately after giving effect to such designation, the Borrower and its Subsidiaries shall be in compliance, on a Pro Forma Basis, pro forma compliance with the covenants set forth in Article V (Financial Condition Covenant) (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), (iiiii) no Subsidiary may be designated as an Unrestricted Subsidiary if if, after such designation, it is would be a “Restricted Subsidiary” for the purpose of any Indenture and other Indebtedness of any Loan Party, (iviii) no Unrestricted Subsidiary that is designated as a Subsidiary may be redesignated as an Unrestricted Subsidiary at any time prior to twelve (12) months after being so designated as a Subsidiary. The the designation of any Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Borrower therein at the date of designation in an amount equal to the net book fair market value as determined by the Borrower in good faith of the Borrower’s or its Subsidiary’s (as applicable) Investment therein. The , (iv) the designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the incurrence at the time of designation of any Indebtedness or Liens of such Subsidiary existing at such timetime and (v) the Borrower shall have delivered to the Administrative Agent an officer’s certificate executed by a Responsible Officer of the Borrower, certifying compliance with the requirements of preceding clauses (i) through (iv).

Designation of Unrestricted Subsidiaries. The board of directors of the Borrower may at any time designate any Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Subsidiary; provided, however, that (ia) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing, (iib) immediately after giving effect to such designation, the Borrower and its Subsidiaries Loan Parties shall be in compliance, on a Pro Forma Basispro forma basis, with the covenants set forth in Article V (Financial Covenant) Section 7.14 (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), (iiic) no Subsidiary Guarantor may be designated as an Unrestricted Subsidiary, (d) no Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose may at any time Gguarantyee any Funded Debt of any Indenture and Company, (ive) no Unrestricted Subsidiary that is has been designated as a Subsidiary may be redesignated subsequently designated as an Unrestricted Subsidiary at any time prior to twelve and (12f) months after being so Qwest Corporation may not be designated as a an Unrestricted Subsidiary. The designation of any Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Borrower or the relevant Subsidiary therein at the date of designation in an amount equal to the net book value of the Borrowersuch Person’s Investment investment therein. The designation of any Unrestricted Subsidiary as a Subsidiary shall constitute the incurrence at the time of designation of any Indebtedness or Liens Debt of such Subsidiary existing at such time.

Designation of Unrestricted Subsidiaries. The board So long as no Default or Event of directors of Default exists or arises as a result thereof and subject to the next succeeding sentence, Borrower may at any from time to time designate any a Restricted Subsidiary as an Unrestricted Subsidiary or any designate an Unrestricted Subsidiary as a Restricted Subsidiary; providedprovided that Borrower shall (a) provide Administrative Agent written notification of such designation prior to or concurrently therewith (which written notification Administrative Agent will promptly forward to Lenders), howeverand (b) if such designation is a Material Acquisition (in the case of the designation of an Unrestricted Subsidiary as a Restricted Subsidiary) or a Material Disposition (in the case of the designation of a Restricted Subsidiary as an Unrestricted Subsidiary), that (i) immediately before and within 10 Business Days after such designationnotification, no Default shall have occurred deliver to Administrative Agent a certificate, in form reasonably acceptable to Administrative Agent, demonstrating pro-forma compliance (in accordance with Section 1.07) with Section 7.07 immediately prior to and be continuing, (ii) immediately after giving effect to such designation, the Borrower and its Subsidiaries shall be in compliance, on a Pro Forma Basis, with the covenants set forth in Article V (Financial Covenant) (and, as a condition precedent . Notwithstanding anything to the effectiveness of any such designationcontrary contained herein, the (x) each Guarantor shall at all times be a Restricted Subsidiary for all purposes hereunder, and Borrower shall deliver to the Administrative Agent not designate a certificate setting forth in reasonable detail the calculations demonstrating such compliance)Guarantor as an Unrestricted Subsidiary, (iiiy) no Subsidiary may be unless designated as an Unrestricted Subsidiary if it is in compliance with clause (z) below, each Cable Subsidiary shall at all times be a “Restricted Subsidiary” Subsidiary for the purpose of any Indenture all purposes hereunder, and (ivz) no Unrestricted Borrower may designate a Cable Subsidiary that is designated as a Subsidiary may be redesignated as an Unrestricted Subsidiary at any time prior when the Leverage Ratio (calculated after giving pro forma effect to twelve (12such designation) months after being so designated as a Subsidiary. The designation of any Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Borrower therein at the date of designation in an amount is less than or equal to the net book value 4.50 to 1.00. Borrower hereby designates Comcast Holdings Corporation and each of the Borrower’s Investment therein. The designation of any its Subsidiaries (other than Comcast Cable Communications, Inc. and its Subsidiaries) as Unrestricted Subsidiary as a Subsidiary shall constitute the incurrence at the time of designation of any Indebtedness or Liens of such Subsidiary existing at such timeSubsidiaries.

Designation of Unrestricted Subsidiaries. The board of directors of the Lead Borrower may at any time after the Restatement Date designate any Restricted Subsidiary as to be an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided, however, provided that (i) immediately before and after such designation, no Default shall have occurred and be continuing, (ii) immediately after giving effect to such designation, the Borrower Availability shall not be less than 15% of the Line Cap and its Subsidiaries shall be in compliance, on a Pro Forma Basis, with the covenants set forth in Article V (Financial Covenant) (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), (iiiii) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of any Indenture and (iv) no Unrestricted Subsidiary that is designated as a Subsidiary may be redesignated as an Unrestricted Subsidiary at any time prior to twelve (12) months after being so designated as a Subsidiarythe Senior Notes Debt or the Term Loan Debt. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Fourth Restatement Date shall constitute an Investment by the Borrower applicable Obligors therein at the date of designation in an amount equal to the net book fair market value of the Borrower’s Investment Obligors’ Investments therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Indebtedness Investment, Debt or Liens of such Subsidiary existing at such time and (ii) a return on any Investment by the Obligors in such Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value at the date of such designation of the Borrowers’ Investment in such Subsidiary at such time. In no event may the Canadian Borrower or any of the German Borrowers be designated as an Unrestricted Subsidiary.

Designation of Unrestricted Subsidiaries. The board of directors of the Borrower may may, at any time time, designate any Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided, however, provided that (i) immediately before and after such designation, no Event of Default shall have occurred and be continuing, continuing or would otherwise result therefrom and (ii) immediately such designation complies with Section 9.2, and if such designation is made after giving effect to such designationthe Closing Date, the Borrower also with Section 9.4 and its Subsidiaries shall be in compliance, on a Pro Forma Basis, with the covenants set forth in Article V (Financial Covenant) (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), (iii) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of any Indenture and (iv) no Unrestricted Subsidiary that is designated as a Subsidiary may be redesignated as an Unrestricted Subsidiary at any time prior to twelve (12) months after being so designated as a SubsidiarySection 9.7. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the Borrower applicable Loan Party therein at the date of designation in an amount equal to the net book fair market value of the Borrowerapplicable Loan Party’s Investment investment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (x) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time, and (y) a return on any Investment by the applicable Loan Party in such Unrestricted Subsidiary 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 Investment in such Subsidiary (but in no event greater than the original principal amount of such Loan Party’s Investment in such Subsidiary (as measured immediately prior to such designation)). Notwithstanding the foregoing, neither the Borrower nor any parent company thereof shall be permitted to be an Unrestricted Subsidiary. Any such designation by the board of directors (or similar governing body) of the Borrower shall be evidenced to the Administrative Agent by promptly filing with the Administrative Agent a copy of the resolution of the board of directors (or similar governing body) of the Borrower giving effect to such designation and a certificate of an Authorized Officer of the Borrower certifying that such designation complied with the foregoing provisions.

Designation of Unrestricted Subsidiaries. The Holdings’ board of directors of the Borrower may may, at any time time, designate any Subsidiary that is acquired or created after the Closing Date as an Unrestricted Subsidiary by prior written notice to the Administrative Agent; provided that Holdings shall only be permitted to so designate a new Unrestricted Subsidiary after the Closing Date and so long as (a) no Default or Event of Default exists or would result therefrom, (b) such Subsidiary does not own any capital stock or Indebtedness of, or own or hold a Lien on any property of, Holdings or any other Subsidiary that is not a subsidiary of the Subsidiary to be so designated, (c) such Unrestricted Subsidiary shall be capitalized (to the extent capitalized by Holdings or any of its Subsidiaries) through Investments permitted by, and in compliance with, Sections 7.03(i) or (k) with any assets owned by such Unrestricted Subsidiary at the time of the initial designation thereof to be treated as Investments pursuant to Section 7.03(i) or (k) and (d) Holdings shall have been able to make a Restricted Payment in accordance with Section 7.06(g) in an amount equal to the greater of (i) the aggregate of all investments made in such Subsidiary and (ii) the fair market value of such Subsidiary; provided that at the time of the initial Investment by Holdings or any of its Subsidiaries in such Subsidiary, the Borrower shall designate such entity as an Unrestricted Subsidiary in a written notice to the Administrative Agent. Holdings may designate any Unrestricted Subsidiary as to be a SubsidiarySubsidiary for purposes of this Agreement (each, a “Subsidiary Redesignation”); provided, however, provided further that (i) immediately such Unrestricted Subsidiary, both before and after such designation, no Default shall have occurred and be continuing, (ii) immediately after giving effect to such designation, the Borrower and its Subsidiaries shall be in compliancea wholly owned Subsidiary of Holdings, on a Pro Forma Basis, with the covenants set forth in Article V (Financial Covenantii) (and, no Default or Event of Default then exists or would occur as a condition precedent to the effectiveness consequence of any such designationSubsidiary Redesignation, (iii)based on good faith projections prepared by Holdings for the period from the date of the respective Subsidiary Redesignation to the date that is one year thereafter, the Borrower Consolidated Leverage Ratio shall deliver be better than or equal to such level as would be required to provide that no Default or Event of Default would exist under Section 7.11 through the date that is one year from the date of the respective Subsidiary. Redesignation, (iv) all representations and warranties contained herein and in the other Loan Documents shall be true and correct in all material respects with the same effect as though such representations and warranties had been made on and as of the date of such Subsidiary Redesignation (both before and after giving effect thereto), unless stated to relate to a specific earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date, (v) Holdings shall have delivered to the Administrative Agent an officer’s certificate executed by a certificate setting forth in reasonable detail Responsible Officer, certifying to the best of such officer’s knowledge, compliance with the requirements of preceding clauses (i) through (iv), inclusive, and containing the calculations demonstrating such compliancerequired by the preceding clause (iii), and (iiivi) no any Unrestricted Subsidiary subject to a Subsidiary Redesignation may not thereafter be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of any Indenture and (iv) no Unrestricted Subsidiary that is designated as a Subsidiary may be redesignated as an Unrestricted Subsidiary at any time prior to twelve (12) months after being so designated as a Subsidiary. The designation of any Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Borrower therein at the date of designation in an amount equal to the net book value of the Borrower’s Investment therein. The designation of any Unrestricted Subsidiary as a Subsidiary shall constitute the incurrence at the time of designation of any Indebtedness or Liens of such Subsidiary existing at such time.

Designation of Unrestricted Subsidiaries. The board of directors of the Borrower Company may at any time after the Closing Date designate any Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a SubsidiaryRestricted Subsidiary by written notice to the Administrative Agent; provided, however, provided that (i) immediately before and after such designation, no Event of Default shall have occurred and be continuing, (ii) immediately after giving effect to such designation, the Borrower and its Subsidiaries Payment Conditions shall be in compliance, satisfied on a Pro Forma Basis, with the covenants set forth in Article V (Financial Covenant) (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)pro forma basis, (iii) in the case of any Borrower designated as an Unrestricted Subsidiary, all Loans outstanding to such Borrower shall be repaid in full, (iv) in the case of the designation of any Subsidiary as an Unrestricted Subsidiary, such designation shall constitute an Investment in such Unrestricted Subsidiary (calculated as an amount equal to the aggregate fair market value of all outstanding Investments owned by the Company and its Restricted Subsidiaries in such Subsidiary), and such Investment shall be permitted under Section 10.05, (v) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of (I) the Senior Notes Indenture, (II) the ABL Credit Facility or (III) any Indenture and other debt instrument of the Company or its Restricted Subsidiaries, in each case of this clause (ivIII), with a principal amount in excess of the Threshold Amount, (vi) immediately after giving effect to the designation of an Unrestricted Subsidiary as a Restricted Subsidiary, the Company shall comply with the provisions of Section 9.12 with respect to such designated Restricted Subsidiary, (vii) no Unrestricted Subsidiary that is designated as a Restricted Subsidiary may be redesignated as a Subsidiary of an Unrestricted Subsidiary at any time prior to twelve Subsidiary, (12viii) months after being so designated as a Subsidiary. The in the case of the designation of any Subsidiary as an Unrestricted Subsidiary, no recourse whatsoever (whether by contract or by operation of law or otherwise) may be had to the Company or any Restricted Subsidiary or any of their respective properties or assets for any obligations of such Unrestricted Subsidiary except as permitted by Section 10.05 and (ix) the Company shall constitute an Investment have delivered to the Administrative Agent and each Lender a certificate executed by its chief financial officer or treasurer, certifying to the best of such officer’s knowledge, compliance with the requirements of the preceding clauses (i) through (vii), inclusive, and containing the calculations (in reasonable detail) required by the Borrower therein at the date of designation in an amount equal to the net book value of the Borrower’s Investment thereinpreceding clause (ii). The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (A) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such timetime and (B) a return on any Investment by the Company 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 Company’s Investment in such Subsidiary.

Designation of Unrestricted Subsidiaries. The board Company may designate any Restricted Subsidiary to be an Unrestricted Subsidiary. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value of directors all outstanding Investments owned by the Company and its Restricted Subsidiaries in the Subsidiary designated as an Unrestricted Subsidiary will be deemed to be either an Investment made as of the Borrower time of the designation that will reduce the amount available for Restricted Payments under the covenant described in Section 3.3 or represent a Permitted Investment under one or more clauses of the definition of “Permitted Investments,” as determined by the Company. That designation will only be permitted if (a) the Investment would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary or (b) the Subsidiary to be so designated has total consolidated assets of $1,000 or less. Any designation of a Subsidiary of the Company as an Unrestricted Subsidiary will be evidenced to the Trustee by filing with the Trustee an Officers’ Certificate certifying that such designation complied with the preceding conditions and was permitted by the covenant described in Section 3.3. The Company may at any time designate any Subsidiary as an Unrestricted Subsidiary or to be a Restricted Subsidiary of the Company; provided that such designation will be deemed to be an incurrence 77 | of Indebtedness by a Restricted Subsidiary of the Company of any outstanding Indebtedness of such Unrestricted Subsidiary Subsidiary, and such designation will only be permitted if (1) such Indebtedness is permitted under Section 3.2, calculated on a pro forma basis as a Subsidiaryif such designation had occurred at the beginning of the applicable reference period; provided, however, that and (i2) immediately before and after no Event of Default would be in existence following such designation, no Default shall have occurred and be continuing, (ii) immediately after giving effect to such designation, the Borrower and its Subsidiaries shall be in compliance, on a Pro Forma Basis, with the covenants set forth in Article V (Financial Covenant) (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), (iii) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of any Indenture and (iv) no Unrestricted Subsidiary that is designated as a Subsidiary may be redesignated as an Unrestricted Subsidiary at any time prior to twelve (12) months after being so designated as a Subsidiary. The designation of any Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Borrower therein at the date of designation in an amount equal to the net book value of the Borrower’s Investment therein. The designation of any Unrestricted Subsidiary as a Subsidiary shall constitute the incurrence at the time of designation of any Indebtedness or Liens of such Subsidiary existing at such time.

Designation of Unrestricted Subsidiaries. The board of directors of the Borrower may at any time after the Effective Date designate any Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided, however, provided that (i) immediately before and after such designationdesignation or redesignation, no Event of Default shall have occurred and be continuing, (ii) immediately after giving effect to such designation, the Borrower and its Subsidiaries shall be in compliance, on a Pro Forma Basis, with the covenants set forth in Article V (Financial Covenant) (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), (iii) no Subsidiary may be designated as an Unrestricted Subsidiary if if, after such designation, it is would be a “Restricted Subsidiary” for the purpose of any Indenture other Indebtedness, (iii) no Restricted Subsidiary shall be designated an Unrestricted Subsidiary if it owns Equity Interests or Indebtedness of, or owns or holds any Lien on any property of, Holdings, the Borrower or any other Restricted Subsidiary and (iv) no Unrestricted any designation of a Restricted Subsidiary that is designated as a Subsidiary may be redesignated as an Unrestricted Subsidiary at any time prior to twelve (12) months after being so designated as a complies with the definition of the term Unrestricted Subsidiary. The designation of any Subsidiary as an Unrestricted Subsidiary after the Effective Date shall constitute an Table of Contents Investment by the Borrower applicable Loan Party therein at the date of designation as set forth in an amount equal to the net book value definition of the Borrower’s Investment thereinInvestment. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (a) the incurrence (at the time of designation designation) of any Investment, Indebtedness or Liens of such Subsidiary existing at such timetime and (b) a return on any Investment by the applicable Loan Party in Unrestricted Subsidiaries pursuant to the definition of Investment and shall be permitted if after giving pro forma effect to such designation the Borrower would be in compliance with the financial covenant set forth in Section 6.12.

Designation of Unrestricted Subsidiaries. The board of directors of the Borrower may at any time designate any Subsidiary of Borrower as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary, at Borrower’s sole discretion; provided, however, provided that (iA) immediately before and after such designation, no Event of Default shall have occurred and be continuing, (iiB) immediately after giving effect to such designation, the Borrower and its Restricted Subsidiaries shall be in compliance, compliance on a Pro Forma Basis, Basis with the covenants set forth Financial Covenant as of the end of the most recently ended Test Period (and assuming that the Financial Covenant is required to be tested for such Test Period, whether or not otherwise then in Article V (Financial Covenant) (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 complianceeffect), (iiiC) such designation of a Restricted Subsidiary as an Unrestricted Subsidiary shall be deemed to be an Investment in the amount of the Fair Market Value of such Unrestricted Subsidiary at the time of such designation and (D) no Subsidiary may be designated as an Unrestricted Subsidiary or continue as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of any Indenture and (iv) no Unrestricted Subsidiary that is designated as a Subsidiary may be redesignated as an Unrestricted Subsidiary at any time prior to twelve (12) months after being so designated as a Subsidiary. The designation of any Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Borrower therein at the date of designation in an amount equal to the net book value of the Borrower’s Investment thereinSecond Lien Notes. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any all Investments, Indebtedness or and Liens of such Subsidiary existing at such timetime and (ii) a return on any Investment by Borrower or any Restricted Subsidiary in Unrestricted Subsidiaries pursuant to the definition of “Investment”.

Designation of Unrestricted Subsidiaries. The board Holdings may, at any time, designate any Subsidiary of directors Holdings that is not the Borrower or a Subsidiary of the Borrower may at any time designate any Subsidiary as an Unrestricted Subsidiary by prior written notice to the Administrative Agent; provided that Holdings shall only be permitted to so designate a new Unrestricted Subsidiary after the Closing Date and so long as (a) no Default or Event of Default exists or would result therefrom, (b) such Subsidiary does not own any capital stock or Indebtedness of, or own or hold a Lien on any property of, Holdings or any other Subsidiary that is not a subsidiary of the Subsidiary to be so designated, (c) such Unrestricted Subsidiary shall be capitalized (to the extent capitalized by Holdings or any of its Subsidiaries) through Investments (and calculated based on the fair market value of such Investment) permitted by, and in compliance with, clauses (xv) and (xxv) under Section 7.06(a), with any assets owned by such Unrestricted Subsidiary at the time of the initial designation thereof to be treated as Investments pursuant to clauses (xv) and (xxv) under Section 7.06(a); provided that at the time of the initial Investment by Holdings or any of its Subsidiaries in such Subsidiary, Holdings shall designate such entity as an Unrestricted Subsidiary in a written notice to the Administrative Agent. Holdings may designate any Unrestricted Subsidiary as to be a SubsidiarySubsidiary for purposes of this Agreement (each, a “Subsidiary Redesignation”); provided, however, provided that (i) immediately such Unrestricted Subsidiary, both before and after such designation, no Default shall have occurred and be continuing, (ii) immediately after giving effect to such designation, the Borrower and its Subsidiaries shall be in compliancea wholly owned Subsidiary of Holdings, (ii) no Default or Event of Default then exists or would occur as a consequence of any such Subsidiary Redesignation, (iii) calculations are made by Holdings of compliance on a Pro Pro-Forma Basis, Basis with the covenants covenant set forth in Article V (Financial Covenant) (andSection 7.16 for the relevant period, as a condition precedent if the respective Subsidiary Redesignation (as well as all other Subsidiary Redesignations theretofore consummated after the first day of such period) had occurred on the first day of such period, and such calculations shall show that such covenant set forth in Section 7.16 would have been complied with if the Subsidiary Redesignation had occurred on the first day of such period (for this purpose, if the first day of the respective period occurs prior to the effectiveness Closing Date, calculated as if the covenant set forth in Section 7.16 had been applicable from the first day of any such designationperiod), (iv) all representations and warranties contained herein and in the Borrower other Loan Documents shall deliver be true and correct in all material respects with the same effect as though such representations and warranties had been made on and as of the date of such Subsidiary Redesignation (both before and after giving effect thereto), unless stated to relate to a specific earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date, (v) Holdings shall have delivered to the Administrative Agent an officer’s certificate executed by a certificate setting forth in reasonable detail Responsible Officer, certifying to the best of such officer’s knowledge, compliance with the requirements of preceding clauses (i) through (iv), inclusive, and containing the calculations demonstrating such compliancerequired by the preceding clause (iii), and (iiivi) no any Unrestricted Subsidiary subject to a Subsidiary Redesignation may not thereafter be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of any Indenture and (iv) no Unrestricted Subsidiary that is designated as a Subsidiary may be redesignated as an Unrestricted Subsidiary at any time prior to twelve (12) months after being so designated as a Subsidiary. The designation of any Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Borrower therein at the date of designation in an amount equal to the net book value of the Borrower’s Investment therein. The designation of any Unrestricted Subsidiary as a Subsidiary shall constitute the incurrence at the time of designation of any Indebtedness or Liens of such Subsidiary existing at such time.