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, that (a) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing, (b) immediately after giving effect to such designation, the Loan Parties shall be in compliance, on a pro forma basis, with the covenants set forth in Section 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), (c) no Guarantor may be designated as an Unrestricted Subsidiary, (d) no Unrestricted Subsidiary may at any time Guaranty any Funded Debt of any Company and (e) no Unrestricted Subsidiary that has been designated as a Subsidiary may be subsequently designated as 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 such Person’s investment therein. The designation of any Unrestricted Subsidiary as a Subsidiary shall constitute the incurrence at the time of designation of any 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 Closing Date designate any Restricted Subsidiary as to be an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided, provided that (ai) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing, continuing and (b) immediately after giving effect to such designation, the Loan Parties shall be in compliance, on a pro forma basis, with the covenants set forth in Section 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), (cii) no Guarantor Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary, ” (dor the equivalent term) no Unrestricted Subsidiary may at any time Guaranty any Funded Debt for the purpose of any Company and (e) no Unrestricted Subsidiary that has been designated as a Subsidiary may be subsequently designated as an Unrestricted 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 or the relevant Subsidiary therein at the date of designation in an amount equal to the net book fair market value of such Personthe 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 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 Company may at any time designate any Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Subsidiary; provided, however, that (ai) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing, (bii) immediately after giving effect to such designation, the Loan Parties Company and its Subsidiaries shall be in compliance, on a pro forma basisPro Forma Basis, with the covenants set forth in Section 6.14 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), (ciii) no Guarantor neither Mexican Borrower may be designated as an Unrestricted Subsidiary, (div) no Subsidiary may be designated as an Unrestricted Subsidiary may at any time Guaranty any Funded Debt if it is a “Restricted Subsidiary” for the purpose of any Company Indenture and (ev) no Unrestricted Subsidiary that has been is designated as a Subsidiary may be subsequently designated 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 or the relevant Subsidiary Company therein at the date of designation in an amount equal to the net book value of such Personthe Company’s investment Investment therein. The designation of any Unrestricted Subsidiary as a Subsidiary shall constitute the incurrence at the time of designation of any Debt Indebtedness or Liens of such Subsidiary existing at such time.

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, provided that (a) immediately before and after such designationdesignation on a Pro Forma Basis, no Default or Event of Default shall have occurred and be continuing, (b) immediately after giving effect to such designation, the Loan Parties shall be in compliance, on a pro forma basis, with the covenants set forth in Section 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), (c) no Guarantor Subsidiary may be designated as an Unrestricted Subsidiary, (d) no Subsidiary or continue as an Unrestricted Subsidiary may at any time Guaranty any Funded Debt if it is a “Restricted Subsidiary” for the purpose of any other Material Indebtedness of the Company and (ec) notwithstanding anything set forth in this Agreement to the contrary, (i) the designation of any Restricted Subsidiary as an Unrestricted Subsidiary will require that no such Restricted Subsidiary may own or be an exclusive licensee of any Material Intellectual Property at the time of such designation and (ii) no Unrestricted Subsidiary that has been designated as a Subsidiary may Loan Party will be subsequently designated as permitted to 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 or the relevant Subsidiary Company therein at the date of designation in an amount equal to the net book fair market value of such Personthe Company’s investment Investment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Debt 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 as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Subsidiary; provided, that (a) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing, (b) immediately after giving effect to such designation, the Loan Parties shall be in compliance, on a pro forma basis, with the covenants set forth in Section 6.14 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), (c) no Guarantor may be designated as an Unrestricted Subsidiary, (d) no Unrestricted Subsidiary may at any time Guaranty any Funded Debt of any Company and Company, (e) no Unrestricted Subsidiary that has been designated as a Subsidiary may be subsequently designated as an Unrestricted Subsidiary and (f) Qwest Corporation may not be designated 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 such Person’s investment therein. The designation of any Unrestricted Subsidiary as a Subsidiary shall constitute the incurrence at the time of designation of any Debt of such Subsidiary existing at such time.

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, provided that (ai) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuingcontinuing or would result therefrom, (bii) immediately after giving effect to such designation, the Loan Parties shall be in compliance, on a pro forma basis, with the covenants set forth in Section 6.14 (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), (c) no Guarantor may be designated as an Unrestricted SubsidiarySubsidiary and its Restricted Subsidiaries would be permitted as an Investment under either Section 6.09(a)(iv) or Section 6.09(b)(xvii), (diii) no Unrestricted Subsidiary may at any time Guaranty any Funded Debt of any Company and (e) no Unrestricted Subsidiary that has been designated as a Subsidiary may be subsequently designated as 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 such Person’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 Debt all Indebtedness 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, that (a) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing, (b) immediately after giving effect to such designation, the Loan Parties shall be in compliance, on a pro forma basis, with the covenants set forth in Section 6.14 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), (c) no Guarantor may be designated as an Unrestricted Subsidiary, (d) no Unrestricted Subsidiary may at any time Guaranty Gguarantyee any Funded Debt of any Company and Company, (e) no Unrestricted Subsidiary that has been designated as a Subsidiary may be subsequently designated as an Unrestricted Subsidiary and (f) Qwest Corporation may not be designated 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 such Person’s investment therein. The designation of any Unrestricted Subsidiary as a Subsidiary shall constitute the incurrence at the time of designation of any 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 Closing Date designate any Restricted Subsidiary as to be an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Subsidiary; provided, that Restricted Subsidiary so long as (ai) immediately before and after such designation, (A) no Default or Event of Default shall have occurred and be continuing, continuing and (bB) immediately after giving effect to such designation, the Loan Parties Borrower shall be in compliance, on a pro forma basis, compliance with the covenants set forth in 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)Financial Condition Covenant, (cii) no Guarantor Subsidiary may be designated as an Unrestricted Subsidiary if, after such designation, it would be a “Restricted Subsidiary” for the purpose of any other Indebtedness of any Loan Party, (diii) no Unrestricted Subsidiary may at any time Guaranty any Funded Debt of any Company and (e) no Unrestricted Subsidiary that has been designated as a Subsidiary may be subsequently designated as an Unrestricted Subsidiary. The 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 fair market value as determined by the Borrower in good faith of such Personthe Borrower’s investment 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 Debt 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, that (a) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing, (b) immediately after giving effect to such designation, the Loan Parties shall be in compliance, on a pro forma basis, with the covenants set forth in Section 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), (c) no Guarantor may be designated as an Unrestricted Subsidiary, (d) no Unrestricted Subsidiary may at any time Guaranty any Funded Debt of any Company and Company, (e) no Unrestricted Subsidiary that has been designated as a Subsidiary may be subsequently designated as an Unrestricted Subsidiary and (f) Qwest Corporation may not be designated 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 such Person’s investment therein. The designation of any Unrestricted Subsidiary as a Subsidiary shall constitute the incurrence at the time of designation of any Debt 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 (ai) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing, (bii) immediately after giving effect to such designation, the Loan Parties Company and its Subsidiaries shall be in compliance, on a pro forma basisPro Forma Basis, with the covenants set forth in Section 6.14 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), (ciii) no Guarantor Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary, (d) no Unrestricted Subsidiary may at any time Guaranty any Funded Debt ” for the purpose of any Company Indenture and (eiv) no Unrestricted Subsidiary that has been is designated as a Subsidiary may be subsequently designated 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 or the relevant Subsidiary Company therein at the date of designation in an amount equal to the net book value of such Personthe Company’s investment Investment therein. The designation of any Unrestricted Subsidiary as a Subsidiary shall constitute the incurrence at the time of designation of any Debt 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, that (a) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing, (b) immediately after giving effect to such designation, the Loan Parties shall be in compliance, on a pro forma basis, with the covenants set forth in Section 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), (c) no Guarantor may be designated as an Unrestricted Subsidiary, (d) no Unrestricted Subsidiary may at any time Guaranty Gguarantyee any Funded Debt of any Company and Company, (e) no Unrestricted Subsidiary that has been designated as a Subsidiary may be subsequently designated as an Unrestricted Subsidiary and (f) Qwest Corporation may not be designated 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 such Person’s investment therein. The designation of any Unrestricted Subsidiary as a Subsidiary shall constitute the incurrence at the time of designation of any 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 of Borrower as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary, at Borrower’s sole discretion; provided, provided that (aA) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing, (bB) immediately after giving effect to such designation, the Loan Parties 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 Section 6.14 amount of the Fair Market Value of such Unrestricted Subsidiary at the time of such designation and (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), (cC) no Guarantor Subsidiary may be designated as an Unrestricted Subsidiary, (d) no Unrestricted Subsidiary may at any time Guaranty any Funded Debt of any Company and (e) no Unrestricted Subsidiary that has been designated as a Subsidiary may be subsequently designated as an Unrestricted Subsidiary. The designation of any Subsidiary or continue as an Unrestricted Subsidiary shall constitute an Investment by if it is a “Restricted Subsidiary” for the Borrower or purpose of the relevant Subsidiary therein at the date of designation in an amount equal to the net book value of such Person’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 Debt all Investments, Indebtedness 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 Borrowers may at any time designate any Restricted Subsidiary of the Parent Borrower (other than the Acquired Company or the Subsidiary Borrower) as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Subsidiary; provided, provided that (ai) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing, (bii) immediately after giving effect to such designation, the Loan Parties shall be in complianceTotal Leverage Ratio, calculated on a pro forma basisPro Forma Basis, with the covenants set forth in Section 6.14 (shall not exceed 2.00:1.00, and, as a condition precedent to the effectiveness of any such designation, the Borrower Borrowers shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating compliance with such compliance), ratio and (ciii) no Guarantor Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary, ” (dor comparable definition) no Unrestricted Subsidiary may at for the purpose of the ABL Credit Agreement or any time Guaranty any Funded Debt of any Company and (e) no Unrestricted Subsidiary that has been designated as a Subsidiary may be subsequently designated as an Unrestricted SubsidiarySpecified Indebtedness. The designation of any Subsidiary as an Unrestricted Subsidiary after the Effective Date shall constitute an Investment by the Borrower or the relevant Subsidiary Borrowers therein at the date of designation in an amount equal to the net book fair market value of such Personthe Parent Borrower’s investment or its Restricted Subsidiaries’ (as applicable) Investments therein. The designation of any Unrestricted Subsidiary as a Subsidiary shall constitute the incurrence at the time of designation of any 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 Closing Date designate any Restricted Subsidiary as to be an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Subsidiary; provided, that Restricted Subsidiary so long as (ai) immediately before and after such designation, (A) no Default or Event of Default shall have occurred and be continuing, continuing and (bB) immediately after giving effect to such designation, the Loan Parties Holdings shall be in compliance, on a pro forma basis, compliance with the covenants set forth in 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)Financial Condition Covenant, (cii) no Guarantor Subsidiary may be designated as an Unrestricted Subsidiary if, after such designation, it would be a “Restricted Subsidiary” for the purpose of any other Indebtedness of any Loan Party, (diii) no Unrestricted Subsidiary may at any time Guaranty any Funded Debt of any Company and (e) no Unrestricted Subsidiary that has been designated as a Subsidiary may be subsequently designated as an Unrestricted Subsidiary. The 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 fair market value as determined by the Borrower in good faith of such Personthe Borrower’s investment 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 Debt 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, that Restricted Subsidiary so long as (ai) immediately before and after such designation, (A) no Default or Event of Default shall have occurred and be continuing, continuing and (bB) immediately after giving effect to such designation, the Loan Parties Borrower’s Consolidated Total Leverage Ratio shall be in compliance, on a pro forma basis, with the covenants set forth in 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)less than 4.50:1.00, (cii) no Guarantor Subsidiary may be designated as an Unrestricted Subsidiary if, after such designation, it would be a “Restricted Subsidiary” for the purpose of any other Indebtedness of any Loan Party, (diii) no Unrestricted Subsidiary may at any time Guaranty any Funded Debt of any Company and (e) no Unrestricted Subsidiary that has been designated as a Subsidiary may be subsequently designated as an Unrestricted Subsidiary. The 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 fair market value as determined by the Borrower in good faith of such Personthe Borrower’s investment 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 Debt 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).