Common use of Designation and Conversion of Restricted and Unrestricted Subsidiaries Clause in Contracts

Designation and Conversion of Restricted and Unrestricted Subsidiaries. (a) Unless designated as an Unrestricted Subsidiary on Schedule 7.14 as of the date hereof or thereafter, assuming compliance with Section 9.06(b), any Person that becomes a Subsidiary of the Parent or any of its Restricted Subsidiaries shall be classified as a Restricted Subsidiary. (b) The Borrower may designate by written notification thereof to the Administrative Agent, any Restricted Subsidiary (other than the Borrower), including a newly formed or newly acquired Subsidiary, as an Unrestricted Subsidiary if (i) prior, and after giving effect, to such designation, neither an Event of Default nor a Borrowing Base Deficiency would exist, (ii) such designation is deemed to be an Investment in an Unrestricted Subsidiary in an 95 (c) The Borrower may designate any Unrestricted Subsidiary to be a Restricted Subsidiary if after giving effect to such designation, (i) the representations and warranties of the Borrower, the Parent and its other Restricted Subsidiaries contained in each of the Loan Documents are true and correct on and as of such date as if made on and as of the date of such redesignation (or, if stated to have been made expressly as of an earlier date, were true and correct as of such date), (ii) no Default would exist and (iii) the Borrower complies with the requirements of Section 8.14, Section 8.16 and Section 9.14. Section 9.07

Designation and Conversion of Restricted and Unrestricted Subsidiaries. (a) Unless designated as an Unrestricted Subsidiary on Schedule 7.14 7.10 as of the date hereof Effective Date or thereafter, assuming compliance with Section 9.06(b9.07(b), any Person that becomes a Domestic Subsidiary of the Parent or any of its Restricted Subsidiaries shall be classified as a Restricted Subsidiary. (b) The Borrower (or, from and after the New Parent Joinder, New Parent) may designate by written notification thereof to the Administrative Agent, any Restricted Subsidiary (other than the Borrower)Subsidiary, including a newly formed or newly acquired Subsidiary, as an Unrestricted Subsidiary if (i) prior, and after giving effect, to such designation, neither an Event of a Default nor a Borrowing Base Deficiency would exist, exist and (ii) such designation is deemed to be an Investment in an Unrestricted Subsidiary in an 95amount equal to the fair market value as of the date of such designation of the Borrower’s (or, from and after the New Parent Joinder, New Parent’s) direct and indirect ownership interest in such Subsidiary and such Investment would be permitted to be made at the time of such designation under Section 9.06(j), (p) or (q). (c) The Borrower (or, from and after the New Parent Joinder, New Parent) may designate any Unrestricted Subsidiary to be a Restricted Subsidiary if after giving effect to such designation, (i) the representations and warranties of the Borrower, the Parent and its other Restricted Subsidiaries Credit Parties contained in each of the Loan Documents are true and correct on and as of such date as if made on and as of the date of such redesignation (or, if stated to have been made expressly as of an earlier date, were true and correct as of such date), (ii) no Default would exist and (iii) the Borrower (or, from and after the New Parent Joinder, New Parent) complies with the requirements of Section 8.14, Section 8.16 8.13 and Section 9.14. Section 9.078.15.

Designation and Conversion of Restricted and Unrestricted Subsidiaries. (a) Unless designated as an Unrestricted Subsidiary on Schedule 7.14 SCHEDULE 3.12 as of the date hereof of this Agreement or thereafter, assuming compliance with Section 9.06(b)thereafter in writing to the Global Administrative Agent, any Person that becomes a Subsidiary of the Parent Borrower or any of its Restricted Subsidiaries shall be classified as a Restricted Subsidiary. (b) The Borrower may designate by written notification thereof to the Administrative Agent, any Restricted Subsidiary (other than the Borrower), a Canadian Borrower or 3189503) (including a newly formed or newly acquired Subsidiary, ) as an Unrestricted Subsidiary if (i) prior, and after giving effect, effect to such designation, neither an Event no Default would exist as a result of Default nor a Borrowing Base Deficiency would exist, breach of SECTION 5.13 and (ii) such designation is deemed to be an Investment in an Unrestricted Subsidiary in an 95amount equal to the fair market value of Borrower's direct and indirect ownership interest in such Subsidiary and such Investment would be permitted to be made at the time of such designation under SECTION 7.4(H). Except as provided in this SECTION 1.5(b), no Restricted Subsidiary may be redesignated as an Unrestricted Subsidiary. (c) The Borrower may designate any Unrestricted Subsidiary to be a Restricted Subsidiary if after giving effect to such designation, (i) the representations and warranties of the Borrower, the Parent Borrower and its other Restricted Subsidiaries contained in each of the Loan Documents are true and correct on and as of such date as if made on and as of the date of such redesignation (or, if stated to have been made expressly as of an earlier date, were true and correct as of such date), ; (ii) no Default would exist exist, and (iii) the Borrower complies with the requirements of Section 8.14, Section 8.16 SECTIONS 5.12 and Section 9.14. Section 9.075.

Designation and Conversion of Restricted and Unrestricted Subsidiaries. (a) Unless Any Person that becomes a Subsidiary of the Borrower or any Restricted Subsidiary shall be a Restricted Subsidiary unless such Person (i) is designated as an Unrestricted Subsidiary on Schedule 7.14 7.14, as of the date hereof, (ii) is designated as an Unrestricted Subsidiary after the date hereof or thereafter, assuming in compliance with Section 9.06(b9.15(b), any Person that becomes or (iii) is a Subsidiary subsidiary of the Parent or any of its Restricted Subsidiaries shall be classified as a Restricted an Unrestricted Subsidiary. (b) The Borrower may designate by written notification thereof to the Administrative Agent, any Restricted Subsidiary (other than the Borrower)Subsidiary, including a newly formed or newly acquired Subsidiary, as an Unrestricted Subsidiary if (i) prior, and after giving effect, to such designation, neither an Event of a Default nor a Borrowing Base Deficiency would exist, exist and (ii) such designation is deemed to be an Investment in an Unrestricted Subsidiary in an 95amount equal to the fair market value as of the date of such designation of the Borrower’s direct and indirect ownership interest in such Subsidiary and such Investment would be permitted to be made under Section 9.04. Except as provided in this Section 9.15(b), no Restricted Subsidiary may be redesignated as an Unrestricted Subsidiary. (c) The Borrower may designate any Unrestricted Subsidiary to be a Restricted Subsidiary if after giving effect to such designation, (i) the representations and warranties of the Borrower, Borrower and the Parent and its other Restricted Subsidiaries Credit Parties contained in each of the Loan Documents are true and correct in all material respects on and as of such date as if made on and as of the date of such redesignation except to the extent (or, if stated A) any such representations and warranties are expressly limited to have been made expressly as of an earlier date, were in which case, on and as of the date of such redesignation, such representations and warranties shall continue to be true and correct as of such date)specified earlier date and (B) to the extent that any such representation and warranty is expressly qualified by materiality or by reference to Material Adverse Effect, such representation and warranty (as so qualified) shall be true and correct in all respects on and as of the date of such redesignation, (ii) no Event of Default would exist and (iii) the Borrower complies with the requirements of Section 8.14, Section 8.16 8.15 and Section 9.149.13. Upon any such designation, an amount equal to the lesser of the fair market value of the Borrower’s direct and indirect ownership interest in such Subsidiary or the amount of the Borrower’s cash investment previously made in such Subsidiary shall be deemed no longer outstanding for purposes of the limitation on Investments under Section 9.079.04.

Designation and Conversion of Restricted and Unrestricted Subsidiaries. (a) Unless designated as an Unrestricted Subsidiary on Schedule 7.14 as The board of directors of the date hereof or thereafter, assuming compliance with Section 9.06(b), any Person that becomes a Subsidiary of the Parent or any of its Restricted Subsidiaries shall be classified as a Restricted Subsidiary. (b) The Borrower may designate by written notification thereof to the Administrative Agent, any Restricted Subsidiary (other than the Borrower)Subsidiary, including a newly formed or newly acquired Subsidiary, as an Unrestricted Subsidiary by prior written notice thereof to the Administrative Agent, if (i) immediately prior, and after giving effect, to such designation, neither an Event of Default nor a Borrowing Base Deficiency would exist, (ii) such designation is deemed to be an Investment in an Unrestricted Subsidiary in an 95 (c) The Borrower may designate any Unrestricted Subsidiary to be a Restricted Subsidiary if after giving effect to such designation, (iA) the representations and warranties of the Borrower, the Parent and its other Restricted Subsidiaries each Loan Party contained in each of the Loan Documents (other than the representations and warranties in Sections 3.04(b) and 3.05(a)) are true and correct in all material respects on and as of such date as if made on and as of the date of such redesignation (or, if stated to have been made expressly as of an earlier date, were true and correct in all material respects as of such date), (iiB) no Event of Default exists or would exist (and the Borrower shall be in compliance, on a pro forma basis, with the covenant set forth in Section 6.04), and (iiiC) such Subsidiary is not a restricted subsidiary under any other agreement evidencing Indebtedness. (b) The Borrower may designate by prior written notice thereof to the Administrative Agent any Unrestricted Subsidiary to be a Restricted Subsidiary if (i) immediately prior, and after giving effect to such designation, (A) the representations and warranties of each Loan Party contained in each of the Loan Documents (other than the representations and warranties in Sections 3.04(b) and 3.05(a)) are true and correct in all material respects on and as of such date as if made on and as of the date of such redesignation (or, if stated to have been made expressly as of an earlier date, were true and correct in all material respects as of such date), and (B) no Event of Default exists or would exist (and the Borrower shall be in compliance, on a pro forma basis, with the covenant set forth in Section 6.04) and (ii) the Borrower complies is in compliance with the requirements of Section 8.146.05(c). (i) Neither the Borrower nor any Restricted Subsidiary shall (A) provide credit support for or subject any of its property or assets (other than Equity Interests of any Unrestricted Subsidiary) to the satisfaction of any Indebtedness of any Unrestricted Subsidiary (including any undertaking, Section 8.16 agreement or instrument evidencing such Indebtedness), (B) directly or indirectly incur, assume, guarantee or be or become liable for any Indebtedness of any Unrestricted Subsidiary, or (C) permit any Unrestricted Subsidiary to hold any Equity Interests in, or any Indebtedness of, any Loan Party (other than with respect to the foregoing clauses (A) and Section 9.14(B) Indebtedness incurred to finance property and improvements related to the Borrower’s corporate headquarters or other principal place of business or any field office) and (ii) no Indebtedness of an Unrestricted Subsidiary shall, upon the occurrence of a default with respect thereto (A) result in, or permit any holder of any Indebtedness of the Borrower or any Restricted Subsidiary under any credit agreement for a senior credit facility, a loan agreement for a senior credit facility, a note purchase agreement for the sale of promissory notes, or an indenture governing capital markets debt instruments pursuant to which the Borrower or such Restricted Subsidiary is a borrower, issuer, or guarantor (“Relevant Indebtedness”) to declare, a default on such Indebtedness of the Borrower or any Restricted Subsidiary or (B) cause the payment of any Relevant Indebtedness to be accelerated or payable before the fixed date on which the principal of the Relevant Indebtedness is due and payable. (d) For purposes of the foregoing, the designation of a Subsidiary of the Borrower as an Unrestricted Subsidiary shall be deemed to be the designation of all present and future Subsidiaries of such Subsidiary as Unrestricted Subsidiaries. Section 9.07Unless so designated as an Unrestricted Subsidiary, any Person that becomes a Subsidiary of the Borrower will be classified as a Restricted Subsidiary.