Addition of Guarantors. As promptly as possible but in any event within thirty (30) days (or such later date as may be agreed upon by the Administrative Agent in its discretion) after any Subsidiary (other than any SPV or a Foreign Subsidiary) becomes a Material Subsidiary of the Company, the Company shall cause each such Material Subsidiary to deliver to the Administrative Agent a duly executed Guaranty or supplement to an existing Guaranty pursuant to which such Material Subsidiary agrees to be bound by the terms and provisions of such Guaranty; provided, that if at any time (i) the aggregate amount of the book value of assets of all Subsidiaries that are not Supporting Subsidiaries (measured on a consolidated basis) exceeds fifteen percent (15%) of the aggregate book value of the Consolidated Total Assets of the Company and its Subsidiaries, or (ii) the Consolidated Net Worth of all Subsidiaries that are not Supporting Subsidiaries exceeds fifteen percent (15%) of the Consolidated Net Worth of the Company and its Subsidiaries, or (iii) the assets of all Subsidiaries that are not Supporting Subsidiaries contributed more than fifteen percent (15%) of the Company's Consolidated Net Income, in each case as reported in the most recent annual audited financial statements delivered to the Lenders pursuant to Section 6.1(i) (or, prior to the delivery of the first of such annual audited financial statements under Section 6.1(i), as reported in the financial statements identified in Section 5.4), the Company shall cause additional Subsidiaries (other than any SPV) to become parties to a Guaranty as Guarantors thereunder, or to have their Capital Stock pledged pursuant to Section 6.10.2 to eliminate such excess; provided that no such pledge of the Capital Stock of a Foreign Subsidiary shall be required hereunder to the extent such pledge is prohibited by applicable law or the Administrative Agent and its counsel reasonably determine that, in light of the cost and expense associated therewith, such pledge would not provide material credit support for the benefit of the Holders of Obligations pursuant to legally binding, valid and enforceable Pledge Agreements. For the avoidance of doubt, it is hereby understood and agreed that all determinations and calculations in respect of the Consolidated Total Assets of the Company and its Subsidiaries, the Consolidated Net Worth of the Company and its Subsidiaries and the Company's Consolidated Net Income for purposes of this Section 6.10 shall exclude any assets, any Consolidated Net Worth and/or any Consolidated Net Income of any SPV.
Appears in 1 contract
Samples: Credit Agreement (Acuity Brands Inc)
Addition of Guarantors. As promptly as possible but in any event within thirty (30) days (or such later date as may be agreed upon by the Administrative Agent in its discretion) after any Subsidiary (other than any SPV or a Foreign Subsidiary) becomes a Material Subsidiary Pursuant to Section 7.3 of the CompanyCredit Agreement, the Company shall cause each such Borrower hereby requests that (a) the Eligible Properties identified on Annex B hereto (the “Specified Additional Properties”) to be added as an Eligible Properties under the Credit Agreement and (b) the Material Subsidiary to deliver Subsidiaries identified on Annex B (the “Specified Additional Guarantors”) be added as Guarantors under the Credit Agreement, which request constitutes a written request for the addition of Eligible Properties to the Administrative Agent Borrowing Base under Section 7.3 of the Credit Agreement. Subject to the satisfaction of the conditions precedent set forth in Section 3 below, the Specified Additional Properties shall be added to the Borrowing Base and the Specified Additional Guarantors shall be Guarantors under the Credit Agreement, effective as of the date hereof. Each Specified Additional Guarantor hereby elects to be a duly executed Guaranty or supplement “Guarantor” for all purposes of the Credit Agreement, effective from the date hereof. Each Specified Additional Guarantor confirms that the representations and warranties set forth in Section 6 of the Credit Agreement are true and correct as to an existing Guaranty pursuant such Specified Additional Guarantor as of the date hereof and such Specified Additional Guarantor shall comply with each of the covenants set forth in Section 8 of the Credit Agreement applicable to which such Material Subsidiary it. Without limiting the generality of the foregoing, each Specified Additional Guarantor hereby agrees to perform all the obligations of a Guarantor under, and to be bound in all respects by the terms and provisions of such Guaranty; providedof, that if at any time (i) the aggregate amount of the book value of assets of all Subsidiaries that are not Supporting Subsidiaries (measured on a consolidated basis) exceeds fifteen percent (15%) of the aggregate book value of the Consolidated Total Assets of the Company and its SubsidiariesCredit Agreement, or (ii) the Consolidated Net Worth of all Subsidiaries that are not Supporting Subsidiaries exceeds fifteen percent (15%) of the Consolidated Net Worth of the Company and its Subsidiariesincluding, or (iii) the assets of all Subsidiaries that are not Supporting Subsidiaries contributed more than fifteen percent (15%) of the Company's Consolidated Net Incomewithout limitation, in each case as reported in the most recent annual audited financial statements delivered Section 13 thereof, to the Lenders pursuant to Section 6.1(i) (or, prior to same extent and with the delivery of the first of same force and effect as such annual audited financial statements under Section 6.1(i), as reported in the financial statements identified in Section 5.4), the Company shall cause additional Subsidiaries (other than any SPV) to become parties to Specified Additional Guarantor were a Guaranty as Guarantors thereunder, or to have their Capital Stock pledged pursuant to Section 6.10.2 to eliminate such excess; provided that no such pledge of the Capital Stock of a Foreign Subsidiary shall be required hereunder to the extent such pledge is prohibited by applicable law or the Administrative Agent and its counsel reasonably determine that, in light of the cost and expense associated therewith, such pledge would not provide material credit support for the benefit of the Holders of Obligations pursuant to legally binding, valid and enforceable Pledge Agreements. For the avoidance of doubt, it is hereby understood and agreed that all determinations and calculations in respect of the Consolidated Total Assets of the Company and its Subsidiaries, the Consolidated Net Worth of the Company and its Subsidiaries and the Company's Consolidated Net Income for purposes of this Section 6.10 shall exclude any assets, any Consolidated Net Worth and/or any Consolidated Net Income of any SPVsignatory party thereto.
Appears in 1 contract
Samples: Credit Agreement (Alpine Income Property Trust, Inc.)
Addition of Guarantors. As promptly as possible but in any event within thirty (30) days (or such later date as may be agreed upon by the Administrative Agent in its discretion) after any Subsidiary (other than any SPV or a Foreign Subsidiary) becomes a Material Subsidiary of the Company, the Company shall cause each such Material Subsidiary to deliver to the Administrative Agent a duly executed Guaranty or supplement to an existing Guaranty pursuant to which such Material Subsidiary agrees to be bound by the terms and provisions of such Guaranty; provided, that if at any time (i) the aggregate amount of the book value of assets of all Subsidiaries that are not Supporting Subsidiaries (measured on a consolidated basis) exceeds fifteen percent (15%) of the aggregate book value of the Consolidated Total Assets of the Company and its Subsidiaries, or (ii) the Consolidated Net Worth of all Subsidiaries that are not Supporting Subsidiaries exceeds fifteen percent (15%) of the Consolidated Net Worth of the Company and its Subsidiaries, or (iii) the assets of all Subsidiaries that are not Supporting Subsidiaries contributed more than fifteen percent (15%) of the Company's ’s Consolidated Net Income, in each case as reported in the most recent annual audited financial statements delivered to the Lenders pursuant to Section 6.1(i) (or, prior to the delivery of the first of such annual audited financial statements under Section 6.1(i), as reported in the financial statements identified in Section 5.4), the Company shall cause additional Subsidiaries (other than any SPV) to become parties to a Guaranty as Guarantors thereunder, or to have their Capital Stock pledged pursuant to Section 6.10.2 to eliminate such excess; provided that no such pledge of the Capital Stock of a Foreign Subsidiary shall be required hereunder to the extent such pledge is prohibited by applicable law or the Administrative Agent and its counsel reasonably determine that, in light of the cost and expense associated therewith, such pledge would not provide material credit support for the benefit of the Holders of Obligations pursuant to legally binding, valid and enforceable Pledge Agreements. For the avoidance of doubt, it is hereby understood and agreed that all determinations and calculations in respect of the Consolidated Total Assets of the Company and its Subsidiaries, the Consolidated Net Worth of the Company and its Subsidiaries and the Company's ’s Consolidated Net Income for purposes of this Section 6.10 shall exclude any assets, any Consolidated Net Worth and/or any Consolidated Net Income of any SPV.
Appears in 1 contract
Samples: Credit Agreement (Acuity Brands Inc)
Addition of Guarantors. As promptly as possible but in any event within thirty (30) days (or such later date as may be agreed upon by the Administrative Agent in its discretion) after any Domestic Subsidiary (other than any SPV or a Foreign Excluded Domestic Subsidiary) becomes a Material Subsidiary of the Company, the Company shall cause each such Material Subsidiary to deliver to the Administrative Agent a duly executed Guaranty or supplement to an existing Guaranty pursuant to which such Material Subsidiary agrees to be bound by the terms and provisions of such Guaranty; provided, that if at any time (i) the aggregate amount of the book value of assets of all Domestic Subsidiaries that are not Supporting Subsidiaries (measured on a consolidated basis) exceeds fifteen percent (15%) of the aggregate book value of the Consolidated Total Assets of the Company and its Domestic Subsidiaries, or (ii) the Consolidated Net Worth of all Domestic Subsidiaries that are not Supporting Subsidiaries exceeds fifteen percent (15%) of the Consolidated Net Worth of the Company and its Domestic Subsidiaries, or (iii) the assets of all Domestic Subsidiaries that are not Supporting Subsidiaries contributed more than fifteen percent (15%) of the Company's ’s Consolidated Net Income, in each case as reported in the most recent annual audited financial statements delivered to the Lenders pursuant to Section 6.1(i) (or, prior to the delivery of the first of such annual audited financial statements under Section 6.1(i), as reported in the financial statements identified in Section 5.4), the Company shall cause additional Domestic Subsidiaries (other than any SPVExcluded Domestic Subsidiary) to become parties to a Guaranty as Guarantors thereunder, or to have their Capital Stock pledged pursuant to Section 6.10.2 to eliminate such excess; provided that no such pledge of the Capital Stock of a Foreign Subsidiary shall be required hereunder to the extent such pledge is prohibited by applicable law or the Administrative Agent and its counsel reasonably determine that, in light of the cost and expense associated therewith, such pledge would not provide material credit support for the benefit of the Holders of Obligations pursuant to legally binding, valid and enforceable Pledge Agreements. For the avoidance of doubt, it is hereby understood and agreed that all determinations and calculations in respect of the Consolidated Total Assets of the Company and its Domestic Subsidiaries, the Consolidated Net Worth of the Company and its Domestic Subsidiaries and the Company's ’s Consolidated Net Income for purposes of this Section 6.10 shall exclude any assets, any Consolidated Net Worth and/or any Consolidated Net Income of any SPVExcluded Domestic Subsidiary.
Appears in 1 contract
Samples: Credit Agreement (Acuity Brands Inc)
Addition of Guarantors. As promptly as possible but in any event within thirty (30) days (or such later date as may be agreed upon by the Administrative Agent in its discretion) after any The Company shall cause each Restricted Subsidiary (other than any SPV or a Foreign an Excluded Subsidiary) becomes on the Restatement Date to enter into this Agreement as a Material guarantor and enter into the applicable Security Document(s). Furthermore, upon the acquisition, formation or designation of any Restricted Subsidiary (other than an Excluded Subsidiary) or an Excluded Subsidiary no longer constituting an Excluded Subsidiary, within 30 days of such event (or solely in the Companycase of clause (v) below, the Company within 90 days of such event), any such Subsidiary (other than an Excluded Subsidiary), shall cause each such Material Subsidiary to execute and deliver to the Administrative Representative and the Collateral Agent (i) a duly executed Guaranty or supplement to an existing Guaranty supplemental agreement substantially in the form of Exhibit B attached hereto pursuant to which such Material Subsidiary agrees to be bound by Person shall unconditionally Guarantee all of the terms and Agreement Obligations until the Note Guarantee of such Person has been released in accordance with the provisions of such Guaranty; providedthis Agreement, that if at any time (i) the aggregate amount of the book value of assets of all Subsidiaries that are not Supporting Subsidiaries (measured on a consolidated basis) exceeds fifteen percent (15%) of the aggregate book value of the Consolidated Total Assets of the Company and its Subsidiaries, or (ii) to the Consolidated Net Worth of all Subsidiaries that are not Supporting Subsidiaries exceeds fifteen percent (15%extent applicable, a joinder to the applicable Security Document(s) of in form and substance reasonably satisfactory to the Consolidated Net Worth of Representative and the Company and its SubsidiariesCollateral Agent, or (iii) a customary secretary’s certificate in form and substance reasonably satisfactory to the Representative, (iv) to the extent requested by the Representative or the Collateral Agent, a customary Opinion of Counsel in form and substance reasonably satisfactory to the Representative and the Collateral Agent and (v) in the case of a Foreign Subsidiary, local law security agreements and pledge agreements and such other documentation (including opinions) necessary or reasonably requested under the jurisdiction of formation of such Foreign Subsidiary to provide, to the extent feasible in such jurisdiction as reasonably determined by the Representative, a first priority perfected security interest in favor of the Collateral Agent (subject to any Permitted Liens) in all of the property and assets of all Subsidiaries that are not Supporting Subsidiaries contributed more than fifteen percent (15%) of the Company's Consolidated Net Income, in each case as reported in the most recent annual audited financial statements delivered to the Lenders pursuant to Section 6.1(i) (or, prior to the delivery of the first of such annual audited financial statements under Section 6.1(i), as reported in the financial statements identified in Section 5.4), the Company shall cause additional Subsidiaries Foreign Subsidiary (other than any SPVExcluded Property) and the equity issued by such Foreign Subsidiary. Furthermore, such Restricted Subsidiary shall take all actions as are necessary to, or as reasonably requested by the Representative or the Collateral Agent, to cause all of its property and assets, other than Excluded Property, to become parties subject to a Guaranty as Guarantors thereunderfirst priority perfected security interest in favor of the Collateral Agent (subject to any Permitted Liens and, or to have their Capital Stock pledged pursuant to Section 6.10.2 to eliminate such excessin the case of a Foreign Subsidiary, the preceding clause (v)) including delivery of Control Agreements over all of its accounts (other than Excluded Accounts); provided that no such pledge of the Capital Stock delivery of a Control Agreement over accounts of Foreign Subsidiary Subsidiaries shall not be required hereunder to the extent such pledge is prohibited by a concept does not exist in the applicable law or the Administrative Agent and its counsel reasonably determine that, in light of the cost and expense associated therewith, such pledge would not provide material credit support for the benefit of the Holders of Obligations pursuant to legally binding, valid and enforceable Pledge Agreementsjurisdiction. For the avoidance of doubt, it is hereby understood and agreed that all determinations and calculations in respect of the Consolidated Total Assets of the Company and its Subsidiaries, the Consolidated Net Worth of the Company and its Subsidiaries and the Company's Consolidated Net Income for purposes of this Section 6.10 shall exclude any assets, any Consolidated Net Worth and/or any Consolidated Net Income of any SPV.4.20
Appears in 1 contract
