Immaterial VIE definition
Immaterial VIE means, as of any date of determination, each Variable Interest Entity of Nexstar Media (including, for the avoidance of doubt, the Mission Borrower, the ▇▇▇▇▇▇▇▇ Borrower and the Shield Borrowers) that (a) has not Guaranteed any Indebtedness of, or provided any other credit support for, any Consolidated Group Entity and (b) has been set forth on Schedule 1.01(d) or designated by the Borrower in writing after the Closing Date as an “Immaterial VIE” for purposes of this Agreement and other Group Credit Agreements (and not redesignated as a Material VIE as provided below); provided that (i) on such date, the aggregate percentage of Total Assets and Consolidated EBITDA attributable to such Variable Interest Entity, together with all other Immaterial Subsidiaries and Immaterial VIEs existing on such date, is less than 5.0% of Total Assets and Consolidated EBITDA (measured, in the case of Total Assets as of the last day of the most recent Test Period, and, in the case of Consolidated EBITDA, for the most recently ended Test Period, in each case measured on a Pro Forma Basis), (ii) at no time shall the aggregate percentage of Total Assets and Consolidated EBITDA attributable to all Immaterial Subsidiaries and Immaterial VIEs as of the last day of the most recent Test Period equal or exceed 5.0% of the Total Assets and Consolidated EBITDA (measured pursuant to the same method set forth in clause (i) above), (iii) at such time as any such Variable Interest Entity (A) becomes a party to any Loan Document, (B) executes and delivers a Guaranty (if applicable) or any Security Documents, or (C) Guarantees or provides any other credit support for any Indebtedness of any Consolidated Group Entity, such Variable Interest Entity shall at all times thereafter cease to be an Immaterial VIE irrespective of the value of its assets or its revenues, (iv) the Borrower shall not designate any new Immaterial VIE if such designation would not comply with the provisions set forth in clauses (i)-(iii) above and (v) if the limitation set forth in clause (ii) above is exceeded as of such last day of the most recent Test Period, then the Borrower shall, within 30 days after the date on which the financial statements for such Test Period were required to be delivered pursuant to this Agreement, re-designate one or more Subsidiaries or Variable Interest Entities of Nexstar Media as “Material Subsidiaries” or “Material VIEs,” as applicable, to cause compliance with the limitation set forth i...