Common use of Designations with Respect to Subsidiaries Clause in Contracts

Designations with Respect to Subsidiaries. (a) Any Subsidiary formed or acquired after the Effective Date shall be deemed a Restricted Subsidiary unless initially designated by the US Borrower as an Unrestricted Subsidiary in accordance with the terms of this Section 5.7(a) or subsequently designated by the US Borrower as an Unrestricted Subsidiary in accordance with Section 5.7(b). No Borrower may acquire or form any new Subsidiary or initially designate such new Subsidiary as an Unrestricted Subsidiary unless each of the following conditions are satisfied in connection with such acquisition, formation or designation: (i) immediately before and after giving effect to such acquisition, formation, or designation, no Default or Event of Default shall exist and be continuing; (ii) the US Borrower shall deliver to the US Administrative Agent each of the items set forth in Schedule 5.7 attached hereto with respect to each Subsidiary created after the Effective Date (and not initially designated as an Unrestricted Subsidiary) to the extent required in Schedule 5.7; (iii) the Borrowers shall otherwise be in compliance with Section 5.6 and Section 6.3; (iv) such designation shall occur either (A) concurrently with the acquisition or formation of such new Subsidiary or (B) prior to such new Subsidiary becoming a Credit Party; and (v) Crest shall not be designated as an Unrestricted Subsidiary. (b) The US Borrower may designate any Restricted Subsidiary that was created or acquired after the Effective Date as an Unrestricted Subsidiary and may designate any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) before and after giving effect to such designation, no Default shall exist, (ii) if such designation is to make a Restricted Subsidiary an Unrestricted Subsidiary, the US Borrower can demonstrate compliance with Section 6.1 – Section 6.3, Section 6.7, Section 6.8, Section 6.13, Section 6.15 – Section 6.19 as of the date of such designation, both before and after giving effect to such designation, in such detail as is reasonably acceptable to the US Administrative Agent, (iii) if such designation is to make a US Credit Party an Unrestricted Subsidiary, no such designation may be made if such US Credit Party has received from any Restricted Entity a Disposition that would not have been permitted under Section 6.7 had such US Credit Party been an Unrestricted Subsidiary at the time of such Disposition, (iv) if such designation is to make an Unrestricted Subsidiary a Restricted Subsidiary, such Restricted Subsidiary shall deliver to the US Administrative Agent each of the items set forth in Schedule 5.7 to the extent required therein, (v) only two such designations may be made as to any particular Subsidiary, (vi) such designation shall be made effective as of a quarter end, and (vii) at the time of any such designation of a Restricted Subsidiary as an Unrestricted Subsidiary, Restricted Subsidiaries shall account for at least eighty five percent (85%) of the Tangible Net Assets and the Net Income of the Company, each on a consolidated basis. (c) The US Borrower shall deliver to the US Administrative Agent, within 20 Business Days after any such designation, a certificate of a Responsible Officer of the US Borrower stating the effective date of such designation and stating that the applicable foregoing conditions have been satisfied.

Designations with Respect to Subsidiaries. (a) Any newly acquired or formed Subsidiary formed or acquired after the Effective Date shall be deemed a Restricted Subsidiary unless initially designated by the US Borrower as an Unrestricted Subsidiary in accordance with the terms of this Section 5.7(a) or subsequently designated by the US Borrower as an Unrestricted Subsidiary in accordance with Section 5.7(b5.8(a). No The Borrower may not acquire or form any new Subsidiary or initially Subsidiary, nor may it designate such new any existing Unrestricted Subsidiary as an Unrestricted Subsidiary a Restricted Subsidiary, unless each of the following conditions are satisfied in connection with such acquisition, acquisition or formation or designation:such designation (as applicable): (i) immediately before and after giving effect to such acquisition, formation, acquisition or designationformation of a Restricted Subsidiary or designation as a Restricted Subsidiary, no Default or Event of Default shall exist and be continuing; (ii) the US Borrower shall deliver to the US Administrative Agent each of the items set forth in Schedule 5.7 5.8 attached hereto with respect to each Domestic Restricted Subsidiary and First Tier Foreign Subsidiary created after the Effective Date (and not initially designated as an Unrestricted Subsidiary) to within the extent required time requirements set forth in Schedule 5.7;5.8, and (iii) the Borrowers Borrower shall otherwise be in compliance with Section 5.6 5.7 and Section 6.3; (iv) such designation shall occur either (A) concurrently with the acquisition or formation of such new Subsidiary or (B) prior to such new Subsidiary becoming a Credit Party; and (v) Crest shall not be designated as an Unrestricted Subsidiary6.4. (b) The US Borrower may designate any Restricted Subsidiary that was created or acquired after the Effective Date as an Unrestricted Subsidiary and may designate any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) before and after giving effect to such designation, no Default shall exist, (ii) if such designation is to make a Restricted Subsidiary an Unrestricted Subsidiary, the US Borrower can demonstrate compliance with Section Sections 6.1 – Section 6.36.4, Section 6.7, Section 6.8, Section 6.136.9, Section 6.15 – Section 6.19 6.14 and 6.17-6.22 as of the date of such designation, both before and after giving effect to designation assuming such designationdesignation had not been made, in such detail as is reasonably acceptable to the US Administrative Agent, (iii) if such designation is to make a US Credit Party an Unrestricted Subsidiary, no such designation may be made if such US Credit Party has received from any Restricted Entity a Disposition that would not have been permitted under Section 6.7 had such US Credit Party been an Unrestricted Subsidiary at the time of such Disposition, (iv) if such designation is to make an Unrestricted Subsidiary a Restricted Subsidiary, such Restricted Subsidiary shall deliver to the US Administrative Agent each of the items set forth in Schedule 5.7 to the extent required therein, (v) only two such designations may be made as to any particular Subsidiary, and (viiv) such designation shall be made effective as of a quarter end, and (vii) at the time of any such designation of a Restricted Subsidiary as an Unrestricted Subsidiary, Restricted Subsidiaries shall account for at least eighty five percent (85%) of the Tangible Net Assets and the Net Income of the Company, each on a consolidated basis. (c) The US Borrower shall deliver to the US Administrative Agent, within 20 Business Days after any such designation, a certificate of a Responsible Officer of the US Borrower stating the effective date of such designation and stating that the applicable foregoing conditions have been satisfied. (d) Notwithstanding anything herein to the contrary, the Borrower shall not permit any Subsidiary to be an Unrestricted Subsidiary unless such Subsidiary is also an “unrestricted subsidiary” in connection with the senior, unsecured high yield notes, if any, issued by the Borrower.

Designations with Respect to Subsidiaries. (a) Any Subsidiary formed or acquired after the Effective Date shall be deemed a Restricted Subsidiary unless initially designated by the US Borrower as an Unrestricted Subsidiary in accordance with the terms of this Section 5.7(a5.11(a) or subsequently designated by the US Borrower as an Unrestricted Subsidiary in accordance with Section 5.7(b5.11(b). No Borrower may acquire or form any new Subsidiary or initially designate such new Subsidiary as an Unrestricted Subsidiary unless each of the following conditions are satisfied in connection with such acquisition, formation or designation: (i) immediately before and after giving effect to such acquisition, formation, or designation, no Default or Event of Default shall exist and be continuing; (ii) the US Borrower shall deliver to the US Administrative Agent each of the items set forth in Schedule 5.7 5.11 attached hereto with respect to each Subsidiary created after the Effective Date (and not initially designated as an Unrestricted Subsidiary) to the extent required in Schedule 5.75.11; (iii) the Borrowers shall otherwise be in compliance with Section 5.6 Sections 5.7, 6.3, 6.4 and Section 6.3;6.15; and (iv) such initial designation as an Unrestricted Subsidiary shall occur either (A) concurrently with the acquisition or formation of such new Subsidiary or (B) prior to such new Subsidiary becoming a Credit Party; and (v) Crest shall not be designated as an Unrestricted Subsidiary. (b) The US Borrower may designate any Unrestricted Subsidiary as a Restricted Subsidiary that was created or acquired after the Effective Date as an Unrestricted Subsidiary and may designate any Unrestricted Restricted Subsidiary as a Restricted an Unrestricted Subsidiary; provided that (i) before and after giving effect to such designation, no Default shall exist, (ii) if such designation is to make a Restricted Subsidiary an Unrestricted Subsidiary, the US Borrower can demonstrate compliance with the covenants in Article VI (including Section 6.1 – 6.8 and Section 6.3, Section 6.7, Section 6.8, Section 6.13, Section 6.15 – Section 6.19 6.15) as of the date of such designation, both before and after giving effect to such designation, in such detail as is reasonably acceptable to the US Administrative Agent, (iii) such designation shall be made effective as of a quarter end, (iv) if such designation is to make made in connection with the designation of a US Credit Party an Unrestricted SubsidiaryCanadian Borrower under Section 5.17, no then such designation may be made if such US Credit Party has received from any Restricted Entity a Disposition that would not other requirements and conditions set forth therein have been permitted under Section 6.7 had such US Credit Party been an Unrestricted Subsidiary at the time of such Dispositionsatisfied, (ivv) if such designation is to make an Unrestricted Subsidiary a Restricted Subsidiary, such Restricted Subsidiary shall deliver to the US Applicable Administrative Agent each of the items set forth in Schedule 5.7 5.11 to the extent required therein, and (vvi) only two such designations may be made as to any particular Subsidiary, (vi) such designation shall be made effective as of a quarter end, and (vii) at the time of any such designation of a Restricted Subsidiary as an Unrestricted Subsidiary, Restricted Subsidiaries shall account for at least eighty five percent (85%) of the Tangible Net Assets and the Net Income of the Company, each on a consolidated basis. (c) The US Borrower shall deliver to the US Administrative Agent, within 20 Business Days after any such designation, a certificate of a Responsible Officer the chief financial officer of the US Borrower stating the effective date of such designation and stating that the applicable foregoing conditions have been satisfied.

Designations with Respect to Subsidiaries. (a) Any newly acquired or formed Subsidiary formed or acquired after the Effective Date shall be deemed a Restricted Subsidiary unless initially designated by the US Borrower as an Unrestricted Subsidiary in accordance with the terms of this Section 5.7(a) or subsequently designated by the US Borrower as an Unrestricted Subsidiary in accordance with Section 5.7(b5.8(a). No The Borrower may not acquire or form any new Subsidiary or initially nor may it designate such new any existing Unrestricted Subsidiary as an Unrestricted a Restricted Subsidiary unless each of the following conditions are satisfied in connection with such acquisition, formation acquisition or designationformation: (i) immediately before and after giving effect to such acquisition, formation, acquisition or designationformation of a Restricted Subsidiary or designation as a Restricted Subsidiary, no Default or Event of Default shall exist and be continuing; (ii) the US Borrower shall deliver to the US Administrative Agent each of the items set forth in Schedule 5.7 5.8 attached hereto with respect to each Domestic Restricted Subsidiary created after the Effective Date (and not initially designated as an Unrestricted Subsidiary) to within the extent required time requirements set forth in Schedule 5.7;5.8, and (iii) the Borrowers Borrower shall otherwise be in compliance with Section 5.6 5.7 and Section 6.3; (iv) such designation shall occur either (A) concurrently with the acquisition or formation of such new Subsidiary or (B) prior to such new Subsidiary becoming a Credit Party; and (v) Crest shall not be designated as an Unrestricted Subsidiary6.4. (b) The US Borrower may designate any Restricted Subsidiary that was created or acquired after the Effective Date as an Unrestricted Subsidiary and may designate any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) before and after giving effect to such designation, no Default shall exist, (ii) if such designation is to make a Restricted Subsidiary an Unrestricted Subsidiary, the US Borrower can demonstrate compliance with Section Sections 6.1 – Section 6.36.4, Section 6.7, Section 6.8, Section 6.136.9, Section 6.15 – Section 6.19 6.14 and 6.17-6.22 as of the date of such designation, both before and after giving effect to designation assuming such designationdesignation had not been made, in such detail as is reasonably acceptable to the US Administrative Agent, (iii) if such designation is to make a US Credit Party an Unrestricted Subsidiary, no such designation may be made if such US Credit Party has received from any Restricted Entity a Disposition that would not have been permitted under Section 6.7 had such US Credit Party been an Unrestricted Subsidiary at the time of such Disposition, (iv) if such designation is to make an Unrestricted Subsidiary a Restricted Subsidiary, such Restricted Subsidiary shall deliver to the US Administrative Agent each of the items set forth in Schedule 5.7 to the extent required therein, (v) only two such designations may be made as to any particular Subsidiary, and (viiv) such designation shall be made effective as of a quarter end, and (vii) at the time of any such designation of a Restricted Subsidiary as an Unrestricted Subsidiary, Restricted Subsidiaries shall account for at least eighty five percent (85%) of the Tangible Net Assets and the Net Income of the Company, each on a consolidated basis. (c) The US Borrower shall deliver to the US Administrative Agent, within 20 Business Days after any such designation, a certificate of a Responsible Officer of the US Borrower stating the effective date of such designation and stating that the applicable foregoing conditions have been satisfied.

Designations with Respect to Subsidiaries. (a) Any Subsidiary formed or acquired after the Effective Date shall be deemed a Restricted Subsidiary unless initially designated by the US Borrower as an Unrestricted Subsidiary in accordance with the terms of this Section 5.7(a) or subsequently designated by the US Borrower as an Unrestricted Subsidiary in accordance with Section 5.7(b). No Borrower may acquire or form any new Subsidiary or initially designate such new Subsidiary as an Unrestricted Subsidiary unless each of the following conditions are satisfied in connection with such acquisition, formation or designation: (i) immediately before and after giving effect to such acquisition, formation, or designation, no Default or Event of Default shall exist and be continuing; (ii) the US Borrower shall deliver to the US Administrative Agent each of the items set forth in Schedule 5.7 attached hereto with respect to each Subsidiary created after the Effective Date (and not initially designated as an Unrestricted Subsidiary) to the extent required in Schedule 5.7; (iii) the Borrowers Borrower shall otherwise be in compliance with Section 5.6 and Section 6.3;; and (iv) such designation shall occur either (A) concurrently with the acquisition or formation of such new Subsidiary or (B) prior to such new Subsidiary becoming a Credit Party; and (v) Crest shall not be designated as an Unrestricted Subsidiary. (b) The US Borrower may designate any Restricted Subsidiary that was created or acquired after the Effective Date as an Unrestricted Subsidiary and may designate any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) before and after giving effect to such designation, no Default shall exist, (ii) if such designation is to make a Restricted Subsidiary an Unrestricted Subsidiary, the US Borrower can demonstrate compliance with Section 6.1 – 6.1—Section 6.3, Section 6.7, Section 6.8, Section 6.13, Section 6.15 – 6.15—Section 6.19 as of the date of such designation, both before and after giving effect to such designation, in such detail as is reasonably acceptable to the US Administrative Agent, (iii) if such designation is to make a US Credit Party an Unrestricted Subsidiary, no such designation may be made if such US Credit Party has received from any Restricted Entity a Disposition that would not have been permitted under Section 6.7 had such US Credit Party been an Unrestricted Subsidiary at the time of such Disposition, (iv) if such designation is to make an Unrestricted Subsidiary a Restricted Subsidiary, such Restricted Subsidiary shall deliver to the US Administrative Agent each of the items set forth in Schedule 5.7 to the extent required therein, (v) only two such designations may be made as to any particular Subsidiary, (vi) such designation shall be made effective as of a quarter end, and (vii) at the time of any such designation of a Restricted Subsidiary as an Unrestricted Subsidiary, Restricted Subsidiaries shall account for at least eighty five percent (85%) of the Tangible Net Assets and the Net Income of the CompanyBorrower, each on a consolidated basis. (c) The US Borrower shall deliver to the US Administrative AgentAgent (i) with respect to any designation of an Unrestricted Subsidiary, prior to or concurrently with such designation and (ii) otherwise, within 20 twenty (20) Business Days after of any such designation, a certificate of a Responsible Officer of the US Borrower stating the effective date of such designation and stating that the applicable foregoing conditions have been satisfied.