Example ContractsClausesdesignation of lead borrower as borrowers’ agentVariants
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if it is a “Restricted Subsidiary” for the purpose of any Junior Financing with an aggregate outstanding principal amount in excess of the Threshold Amount. The designation of any Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the Lead Borrower therein at the date of designation in an amount equal to the fair market value of the Lead Borrower’s or its Subsidiary’s (as applicable) Investment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute # the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time and # a return on any Investment by the Lead Borrower in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value at the date of such designation of the Lead Borrower’s or its Subsidiary’s (as applicable) Investment in such Subsidiary.

if it is a “Restricted Subsidiary” for the purpose of any Junior Financing with an aggregate outstanding principal amount in excess of the Threshold Amount. The designation of any Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the Lead Borrower thereinin such Unrestricted Subsidiary at the date of designation in an amount equal to the fair market value of the Leadapplicable Borrower’s or itsRestricted Subsidiary’s (as applicable) Investmentinvestment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall # constitute # the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time and # constitute a return on any Investment by the Lead Borrower in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value at the date of such designation of the Lead Borrower’s or its Subsidiary’s (as applicable)Borrowers’ and the Restricted Subsidiaries’ Investment in such Subsidiary.

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

if it is a “Restricted Subsidiary” for the purpose of any Junior Financing with an aggregate outstanding principal amount in excess of the Threshold Amount. The designation of any Subsidiary as an Unrestricted Subsidiary after the ClosingEffective Date shall constitute an Investment by the Lead Borrower therein atin such Subsidiary on the date of designation in an amount equal to the fair market value of the Lead Borrower’s or its Subsidiary’sInvestment therein (as applicable) Investment therein.determined reasonably and in good faith by a Financial Officer of the Borrower). The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute # the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time and # a return on any Investment by the Lead Borrower in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value at the date of such designation of the Lead Borrower’s or its Subsidiary’s (as applicable) Investment in such Subsidiary.time.

if it is a “Restricted Subsidiary” for the purpose of any Junior Financing with an aggregate outstanding principal amount in excess of the Threshold Amount. The designation of any Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the Lead Borrower therein at the date of designation in an amount equal to the fair market value of the Lead Borrowers or its Restricted Subsidiary’s (as applicable) Investment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute # the incurrence at the time of designation of any Investment, Indebtedness orand Liens of such Subsidiary existing at such time and # a return on any Investment by the Lead Borrower in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value at the date of such designation of the Lead Borrowers or its Restricted Subsidiary’s (as applicable) Investment in such Subsidiary. Except as set forth in this paragraph, no Investment will be deemed to exist or have been made, and no Indebtedness or Liens shall be deemed to have been incurred or exist, by virtue of a Subsidiary becoming an Excluded Subsidiary or an Excluded Subsidiary becoming a Restricted Subsidiary.

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

if it is a “Restricted Subsidiary” for the purpose ofThe Borrower may designate any Junior Financing with an aggregate outstanding principal amount in excess of the Threshold Amount. The designation of any Subsidiary as an Unrestricted Subsidiary to be a Restricted Subsidiary; provided that, immediately after the Closing Dategiving effect to such designation, no Default or Event of Default shall constitute an Investment by the Lead Borrower therein at the date of designation in an amount equal to the fair market value of the Lead Borrower’s or its Subsidiary’s (as applicable) Investment therein.have occurred and be continuing. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute # the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time and # a return on any Investment by the Lead Borrower in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value at the date of such designation of the Lead Borrower’s or its Subsidiary’s (as applicable) Investment in such Subsidiary.Subsidiary; provided that upon a designation of any Unrestricted Subsidiary as a Restricted Subsidiary, the Borrower or its Restricted Subsidiary shall be deemed to continue to have an Investment in the resulting Restricted Subsidiary in an amount (if positive) equal to # the amount of the Borrower’s or its Restricted Subsidiary’s Investment in such Restricted Subsidiary at the time of such designation, less # the portion of the fair market value (as reasonably determined by the Borrower) of the assets of such Restricted Subsidiary attributable to the Borrower’s or it’s Restricted Subsidiary’s equity therein at the time of such designation.

if it is a “Restricted Subsidiary” for the purpose:1.00, and # after such designation, no Unrestricted Subsidiary shall own any Capital Stock in any Restricted Subsidiary or hold any Indebtedness of or any Junior Financing with an aggregate outstanding principal amount in excessLien on any property of the Threshold Amount.Borrower or the Restricted Subsidiaries that would not then be permitted to be incurred by the Borrower or the Restricted Subsidiaries, as applicable (it being expressly understood and agreed that any such Indebtedness or Lien shall be deemed to have been incurred or granted by the Borrower or the Restricted Subsidiaries, as applicable, on the date of such designation). The designation of any Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the Lead Borrower (or its applicable Restricted Subsidiary) therein at the date of designation in an amount equal to the portion of the fair market value of the Leadnet assets of such Restricted Subsidiary attributable to the Borrower’s (or its applicable Restricted Subsidiary’s) equity interest therein as reasonably estimated by the Borrower (and such designation shall only be permitted to the extent such Investment is a Permitted Investment or its Subsidiary’s (as applicable) Investment therein.is then permitted under [Section 6.04(a)]). The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute # the making, incurrence or granting, as applicable, at the time of designation of any then-existing Investment, Indebtedness or LiensLien of such Restricted Subsidiary, as applicable; provided that upon any re-designation of any Unrestricted Subsidiary existing at such time and #as a return on anyRestricted Subsidiary, the Borrower shall be deemed to continue to have an Investment byin the Lead Borrower in Unrestricted Subsidiaries pursuant to the preceding sentenceresulting Restricted Subsidiary in an amount (if positive) equal to # the Borrower’s “Investment” in such Restricted Subsidiary at the time of such re-designation, minus # the portion of the fair market value of the net assets of such Restricted Subsidiary attributable to the Borrower’s equity therein at the datetime of such designationre-designation. As of the Lead Borrower’s or its Subsidiary’s (as applicable) Investment in such Subsidiary.Closing Date, the Subsidiaries listed on [Schedule 5.09] have been designated as Unrestricted Subsidiaries.

if it is a “Restricted Subsidiary” forin the purposeevent that any Unrestricted Subsidiary of any Junior Financing with an aggregate outstanding principal amountLead Borrower designated as such in excess ofreliance on the Threshold Amount. The designation of any Subsidiary as an Unrestricted SubsidiaryAvailable Amount after the Closing Date shall constitute an Investment by theis redesignated as a Restricted Subsidiary or has been merged or consolidated with or into or transfers or conveys its assets to, or is liquidated into, Lead Borrower therein at the dateor a Restricted Subsidiary of designation in an amount equal toLead Borrower, the fair market value of the Lead Borrower’s or its Subsidiary’s (as applicable) Investment therein. The designation of any Unrestrictedin such Subsidiary as a Restricted Subsidiary shall constitute # the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time and # a return on any Investment by the Lead Borrower in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value at the date of such designationredesignation, combination or transfer (or of the Lead Borrower’sassets transferred or its Subsidiary’s (asconveyed, as applicable) Investment in such Subsidiary., after deducting any Indebtedness associated with the Unrestricted Subsidiary so designated or combined or any Indebtedness associated with the assets so transferred or conveyed (limited, to the extent that the

. Designate any Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary, unless such designation is made by the board of directors of Holdings; provided that no Subsidiary shall be designated an Unrestricted Subsidiary if it# a Default shall exist or would result therefrom, # such Subsidiary is a Restricted Subsidiary” forBorrower or such Subsidiary owns any property subject to the purposeBorrowing Base, or # such Subsidiary continues to be a guarantor in respect of any Additional Permitted Debt, any Junior Financing with an aggregate outstanding principal amount in excessFinancing, or any Additional Loan or any Permitted Refinancing of the Threshold Amount.foregoing. The designation of any Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the Lead BorrowerBorrowers therein at the date of designation in an amount equal to the fair marketnet book value of the Lead Borrower’s or its Subsidiary’s (as applicable) Investmentinvestment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute # the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time and # a return on any Investment by the Lead Borrower in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value at the date of such designation of the Lead Borrower’s or its Subsidiary’s (as applicable) Investment in such Subsidiary.time.

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