Common use of Unsecured Subsidiaries Clause in Contracts

Unsecured Subsidiaries. (a) The Borrower may by written notice to the Agent from time to time advise of its intention to designate, establish or acquire one or more Subsidiaries which the Borrower proposes to be exempted from the requirement to provide a Guarantee and Security pursuant to this Article VIII (collectively the "Unsecured Subsidiaries"). (b) As of the Closing Date, the Unsecured Subsidiaries are set out in Schedule 6.01(b). (c) Notwithstanding the provisions of this Article VIII or any other provisions of this Agreement, the Unsecured Subsidiaries shall not be required to provide Guarantees and Security if all the following conditions are satisfied: (i) no Default, Event of Default or Material Adverse Change has occurred and is continuing; (ii) the aggregate value of the assets of all Unsecured Subsidiaries is less than five percent (5%) of the aggregate value of the assets of all Companies; (iii) the earnings before deduction of interest, taxes, depreciation and amortization of the Unsecured Subsidiaries (determined in the same manner as EBITDA is determined in respect of the Companies on a consolidated basis) in the immediately preceding twelve (12) month fiscal period is less than five percent (5%) of the EBITDA of the Companies on a consolidated basis in such fiscal period; and (iv) the Unsecured Subsidiaries do not carry on business and have no material assets, except to the extent as the Required Lenders otherwise agreed by in their discretion. (d) The Borrower agrees to provide written notice to the Agent immediately if any one or more of the conditions listed in paragraph (c) are not satisfied at any time. If any one or more of the conditions listed in paragraph (c) are not satisfied at any time (and regardless of whether the Borrower has provided written notice in respect thereof), the Agent may, if instructed by the Required Lenders, in their discretion, by written notice to the Borrower require that Guarantees and Security be provided by any or all of the Unsecured Subsidiaries, but only to the extent necessary such that the conditions listed in paragraph (c) are satisfied. Upon receipt of such written notice the Borrower shall immediately take all such actions to cause the Unsecured Subsidiaries designated in such notice to provide Guarantees and Security in favour of the Agent, together with all ancillary documentation and legal opinions, required pursuant to this Article VIII. (e) The designation of any Company as an Unsecured Subsidiary shall be reflected in Schedule 6.01(b).

Unsecured Subsidiaries. (a) The Borrower may by written notice to the Agent from time to time advise of its intention to designate, establish or acquire one or more Subsidiaries which the Borrower proposes to be exempted from the requirement to provide a Guarantee and Security pursuant to this Article VIII (collectively the "Unsecured Subsidiaries"). (b) As of the Closing Date, the Unsecured Subsidiaries are set out in Schedule 6.01(b). (c) . Notwithstanding the provisions of this Article VIII or any other provisions of this Agreement, the Unsecured Subsidiaries shall not be required to provide Guarantees and Security if all the following conditions are satisfied: (i) no Default, Event of Default or Material Adverse Change has occurred and is continuing; (ii) the aggregate value of the assets of all Unsecured Subsidiaries is less than five fifteen percent (515%) of the aggregate value of the assets of all Companies;; and (iii) the earnings before deduction of interest, taxes, depreciation and amortization aggregate net revenue of the Unsecured Subsidiaries (determined in the same manner as EBITDA is determined in respect for greater certainty, net of the Companies on a consolidated basisexcise duties) in the immediately preceding each twelve (12) month fiscal period is less than five fifteen percent (515%) of the EBITDA net revenue of the Companies Borrower and all of its Subsidiaries on a consolidated basis in such fiscal period; and (iv) the Unsecured Subsidiaries do not carry on business and have no material assets, except to the extent as the Required Lenders otherwise agreed by in their discretion. (db) The Borrower agrees to provide written notice to the Agent immediately if any one or more of the conditions listed in paragraph (ca) are not satisfied at any time. If any one or more of the conditions listed in paragraph (ca) are not satisfied at any time (and regardless of whether the Borrower has provided written notice in respect thereof), the Agent may, if instructed by the Required Lenders, may in their discretion, its discretion by written notice to the Borrower require that Guarantees and Security be provided by any or all of the Unsecured Subsidiaries, but only to the extent necessary such that the conditions listed in paragraph (ca) are satisfied. Upon receipt of such written notice the Borrower shall immediately take all such actions to cause the Unsecured Subsidiaries designated in such notice therein to provide Guarantees and Security in favour of the Agent, together with all ancillary documentation and legal opinions, required pursuant to this Article VIII. (ec) The designation of any Company as an Unsecured Subsidiary or an Immaterial Unsecured Subsidiary shall be reflected in Schedule 6.01(b)) - Corporate Information. (d) The Borrower hereby advises the Lenders that it intends to dispose of all shares held by it in the capital of Urban Cultivator Inc. (a Secured Subsidiary) for nominal consideration, and hereby requests that: (i) Urban Cultivator Inc. be designated an Unsecured Subsidiary and all security held by the Agent in respect thereof be released; (ii) the Borrower be permitted to dispose of such shares for nominal consideration; and (iii) the sale proceeds therefrom not be required to be applied as a Repayment pursuant to section 3.06(e)(iii) herein; and the Lenders hereby agree to the foregoing.

Unsecured Subsidiaries. (a) The Borrower may by written notice to the Agent from time to time advise of its intention to designate, establish or acquire one or more Subsidiaries which the Borrower proposes to be exempted from the requirement to provide a Guarantee and Security pursuant to this Article VIII (collectively the "Unsecured Subsidiaries"). (b) As of the Closing Date, the Unsecured Subsidiaries are set out in Schedule 6.01(b). (c) . Notwithstanding the provisions of this Article VIII or any other provisions of this Agreement, the Unsecured Subsidiaries shall not be required to provide Guarantees and Security if all the following conditions are satisfied: (i) no Default, Event of Default or Material Adverse Change has occurred and is continuing; (ii) the aggregate value of the assets of all Unsecured Subsidiaries is less than five ten percent (510%) of the aggregate value of the assets of all Companies;; and (iii) the earnings before deduction of interest, taxes, depreciation and amortization of the Unsecured Subsidiaries (determined in the same manner as EBITDA is determined in respect of the Companies Borrower and all of its Subsidiaries on a consolidated basis) in the immediately preceding each twelve (12) month fiscal period is less than five ten percent (510%) of the EBITDA of the Companies Borrower and all of its Subsidiaries on a consolidated basis in such fiscal period; and (iv) the Unsecured Subsidiaries do not carry on business and have no material assets, except to the extent as the Required Lenders otherwise agreed by in their discretion. (db) The Borrower agrees to provide written notice to the Agent immediately if any one or more of the conditions listed in paragraph (ca) are not satisfied at any time. If any one or more of the conditions listed in paragraph (ca) are not satisfied at any time (and regardless of whether the Borrower has provided written notice in respect thereof), the Agent may, if instructed by the Required Lenders, may in their discretion, its discretion by written notice to the Borrower require that Guarantees and Security be provided by any or all of the Unsecured Subsidiaries, but only to the extent necessary such that the conditions listed in paragraph (ca) are satisfied. Upon receipt of such written notice the Borrower shall immediately take all such actions to cause the Unsecured Subsidiaries designated in such notice therein to provide Guarantees and Security in favour of the Agent, together with all ancillary documentation and legal opinions, required pursuant to this Article VIII. (ec) The designation of any Company as an Unsecured Subsidiary or an Immaterial Unsecured Subsidiary shall be reflected in Schedule 6.01(b)) - Corporate Information.