Common use of Subsidiary Matters Clause in Contracts

Subsidiary Matters. (i) Ensure that no payment is made or required to be made by the Borrower or a Restricted Subsidiary to a creditor of an Unrestricted Subsidiary in respect of any Indebtedness or other Liability of such Unrestricted Subsidiary, and ensure that no action is taken by it, and that its affairs are not conducted in a manner, which is reasonably likely to result in the corporate existence of any Unrestricted Subsidiary that is a direct Subsidiary of the Borrower or any Restricted Subsidiary being ignored in a material respect, or in the assets or Liabilities of the Borrower or any Restricted Subsidiary being substantively consolidated with those of any Unrestricted Subsidiary in a bankruptcy, reorganization or other insolvency proceeding. (ii) If an Unrestricted Subsidiary will file a consolidated tax return with the Borrower, deliver to the Administrative Agent, on or prior to the date on which such Unrestricted Subsidiary shall have been designated as an Unrestricted Subsidiary pursuant to the definition of "Restricted Subsidiary" herein, and maintain in full force and effect a tax sharing agreement, in form and substance reasonably satisfactory to the Administrative Agent and duly executed by such Unrestricted Subsidiary and the Borrower.

Subsidiary Matters. (i) Ensure that no payment is made or required to be made by the Borrower or a Restricted Subsidiary to a creditor of an Unrestricted Subsidiary in respect of any Indebtedness or other Liability liability of such Unrestricted Subsidiary, and ensure that no action is taken by it, and that its affairs are not conducted in a manner, which is reasonably likely to result in the corporate legal existence of any Unrestricted Subsidiary that is a direct Subsidiary of the Borrower or any Restricted Subsidiary being ignored in a material respect, or in the assets or Liabilities liabilities of the Borrower or any Restricted Subsidiary being substantively consolidated with those of any Unrestricted Subsidiary in a bankruptcy, reorganization or other insolvency proceeding. (ii) If an Unrestricted Subsidiary will file a consolidated tax return with the Borrower, deliver to the Administrative Agent, on or prior to the date on which such Unrestricted Subsidiary shall have been designated as an Unrestricted Subsidiary pursuant to the definition of "Restricted Subsidiary" herein, and maintain in full force and effect a tax sharing agreement, in form and substance reasonably satisfactory to the Administrative Agent and duly executed by such Unrestricted Subsidiary and the Borrower.