Permitted Affiliate Group Designation Clause Samples

Permitted Affiliate Group Designation. The Company may at any time provide the Administrative Agent with notice that it wishes to include any Affiliate of the Company (the “Permitted Affiliate Parent”) and the Subsidiaries of any such Permitted Affiliate Parent as members of the Restricted Group for the purposes of this Agreement. Such Affiliate shall become a Permitted Affiliate Parent (a “Permitted Affiliate Parent Accession”) and such Subsidiaries shall become Restricted Subsidiaries or Unrestricted Subsidiaries (to the extent designated as such in accordance with this Agreement) for the purposes of this Agreement upon confirmation from the Administrative Agent to the Company that: (i) such Affiliate and the Company have complied with the requirements of: (A) Section 10.21(b) and such Affiliate shall have become a Borrower by executing a joinder to this Agreement in form and substance reasonably satisfactory to the Administrative Agent; or (B) Section 10.21(c) and such Affiliate has acceded to this Agreement as a Guarantor; provided that, prior to or immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; (ii) concurrently with a Permitted Affiliate Parent Accession, the immediate Holding Company of a Permitted Affiliate Parent will ▇▇▇▇▇ ▇ ▇▇▇▇ pursuant to a Collateral Document over all the issued capital stock or share capital of such Permitted Affiliate Parent as security for the Obligations in favour of the Security Trustee and in form and substance satisfactory to the Security Trustee (acting reasonably); and (iii) the Company has given written notice to the Administrative Agent identifying a person that is a Holding Company of the Company and each Permitted Affiliate Parent as the Common Holding Company for the purposes of this Agreement (“Common Holding Company”).