Common use of Designations with Respect to Subsidiaries Clause in Contracts

Designations with Respect to Subsidiaries. (a) Within 30 days of the acquisition or formation of a new Subsidiary, the Borrower may designate such Subsidiary as an Excluded Subsidiary by written notification thereof to the Administrative Agent, provided that (i) no Default exists at the time of or after giving effect to such designation, and (ii) such designation is deemed to be an Investment in such Excluded Subsidiary in an amount equal to the fair market value as of the date of such designation of the Borrower’s direct or indirect ownership interest in such Excluded Subsidiary and such Investment would be permitted to be made at the time of such designation under Section 9.05(n). No Loan Party may be redesignated as an Excluded Subsidiary. (b) If the Borrower desires to designate an Excluded Subsidiary to be a Loan Party after the date hereof, and all of such Excluded Subsidiary’s outstanding Equity Interests (other than any directors’ qualifying shares mandated by applicable law), on a fully-diluted basis, are owned by the Borrower and/or one or more of the Wholly-Owned Subsidiaries, the Borrower shall cause such Excluded Subsidiary to comply with Section 8.14(a), at which time such Person shall cease to be an “Excluded Subsidiary” and shall be deemed a “Loan Party” for purposes of this Agreement and the other Loan Documents without any amendment, modification or other supplement to any of the foregoing.

Designations with Respect to Subsidiaries. (a) Within 30 days of the acquisition or formation of a new Subsidiary, the Borrower may designate such Subsidiary as an Excluded Subsidiary by written notification thereof to the Administrative Agent, provided that (i) no Default or Event of Default exists at the time of or after giving effect to such designation, and (ii) such designation is deemed to be an Investment in such Excluded Subsidiary in an amount equal to the fair market value as of the date of such designation of the Borrower’s direct or indirect ownership interest in such Excluded Subsidiary and such Investment would be permitted to be made at the time of such designation under Section 9.05(n9.05(l). No Loan Party may be redesignated as an Excluded Subsidiary. (b) If the Borrower desires to designate an Excluded Subsidiary to be a Loan Party after the date hereof, and all of such Excluded Subsidiary’s outstanding Equity Interests (other than any directors’ qualifying shares mandated by applicable law), on a fully-diluted basis, are owned by the Borrower and/or one or more of the Wholly-Owned Subsidiaries, the Borrower shall cause such Excluded Subsidiary to comply with Section 8.14(a), at which time such Person shall cease to be an “Excluded Subsidiary” and shall be deemed become a “Loan PartyWholly-Owned Subsidiary” for purposes of this Agreement and the other Loan Documents without any amendment, modification or other supplement to any of the foregoing.

Designations with Respect to Subsidiaries. (a) Within 30 days of the acquisition or formation of a new Subsidiary, the Borrower may designate such Subsidiary as an Excluded Subsidiary by written notification thereof to the Administrative Agent, provided that (i) no Default or Event of Default exists at the time of or after giving effect to such designation, and (ii) such designation is deemed to be an Investment in such Excluded Subsidiary in an amount equal to the fair market value as of the date of such designation of the Borrower’s direct or indirect ownership interest in such Excluded Subsidiary and such Investment would be permitted to be made at the time of such designation under Section 9.05(n9.05(k). No Loan Party may be redesignated as an Excluded Subsidiary. (b) If the Borrower desires to designate an Excluded Subsidiary to be a Loan Party after the date hereof, and all of such Excluded Subsidiary’s outstanding Equity Interests (other than any directors’ qualifying shares mandated by applicable law), on a fully-diluted basis, are owned by the Borrower and/or one or more of the Wholly-Owned Subsidiaries, the Borrower shall cause such Excluded Subsidiary to comply with Section 8.14(a), at which time such Person shall cease to be an “Excluded Subsidiary” and shall be deemed become a “Loan PartyWholly-Owned Subsidiary” for purposes of this Agreement and the other Loan Documents without any amendment, modification or other supplement to any of the foregoing.