Material Subsidiary Designation Sample Clauses
Material Subsidiary Designation. The Borrower may from time to time by notice in writing to the Agent be entitled to designate that:
(a) a Material Subsidiary will no longer be a Material Subsidiary; or
(b) a wholly-owned (directly or indirectly) Subsidiary of the Borrower which is not currently a Material Subsidiary be designated as a Material Subsidiary; provided that any Subsidiary which provides a guarantee under or in connection with any Permitted Junior Debt, will in each case at all times be deemed to be a Material Subsidiary and provided further that the Borrower shall not be entitled to make any such designation if immediately after giving effect to any such designation:
(c) a Default or Event of Default would occur or be continuing; or
(d) such Person proposed to become a Material Subsidiary has not provided the Security required to be provided pursuant to Section 6.1, together with the other documents required pursuant to Section 6.3, all in form and substance satisfactory to the Agent, acting reasonably. The Borrower will ensure at all times that each Material Subsidiary is a direct or indirect wholly-owned Subsidiary of the Borrower. If the Borrower requests that a Material Subsidiary no longer be designated as a Material Subsidiary and the conditions in Section 6.10(c) have been or will be satisfied, the Agent shall confirm in writing the redesignation of such Material Subsidiary as a Subsidiary and the Security of such Subsidiary shall be cancelled and released.
Material Subsidiary Designation. (a) The Borrower shall cause each of the following wholly-owned (directly or indirectly) Subsidiaries of the Borrower to be a Material Subsidiary:
(i) if it is governed by the laws of Canada or the United States (or any province, territory or state thereof) and owns assets having a value of U.S. $10,000,000 or more (or the Equivalent Amount in any other currency);
(ii) if it has a direct ownership interest in a Material Subsidiary; or
(iii) if its designation as a Material Subsidiary is required in order to ensure the Borrower’s compliance with the provisions hereof, including without limitation, Section 9.1(s) and Section 9.1(t).
(b) The Borrower may from time to time by notice in writing to the Agent be entitled to designate a wholly-owned Subsidiary of the Borrower (whether direct or indirect) to be a Material Subsidiary; provided that the Borrower shall not be entitled to make any such designation if immediately after giving effect to any such designation a Default or Event of Default would occur or be continuing.
(c) Any Person which is required to be, or which the Borrower designates to be, a Material Subsidiary shall promptly, and in any event within 30 days or such longer period as may be agreed to by the Agent acting reasonably, provide the Loan Party Guarantee and Security required to be provided pursuant to Section 6.1, together with such supporting resolutions, corporate certificates and legal opinions as the Agent may reasonably request, all in form and substance satisfactory to the Agent, acting reasonably.
(d) The Borrower may from time to time by notice in writing to the Agent be entitled to designate that a Material Subsidiary will no longer be a Material Subsidiary; provided that the Borrower shall not be entitled to make any such designation if immediately after giving effect to any such designation a Default or Event of Default would occur or be continuing.
(e) If the Borrower requests that a Material Subsidiary no longer be designated as a Material Subsidiary and the conditions in Sections 6.7(d) have been or will be satisfied, the Agent shall confirm in writing the redesignation of such Material Subsidiary as a Subsidiary and shall release such Subsidiary from the Loan Party Guarantee and cancel and release the Security of such Subsidiary.
Material Subsidiary Designation