Additional Borrower. If such extension of credit is the first extension of credit requested by an Additional Borrower, the conditions contained in the Amendment and Restatement Agreement with respect to such Additional Borrower and Section 5.3 have been satisfied with respect to such Additional Borrower.
Additional Borrower. (a) The Company may at any time, by written notice (the “HGVJ Request”) to the Administrative Agent, request that Hilton Grand Vacations Japan, LLC (“HGVJ”) become a borrower with respect to any or all of the Revolving Credit Commitments (the “HGVJ Revolving Credit Sub-Facility”; the commitments thereunder, the “HGVJ Revolving Credit Commitments”). The Administrative Agent shall promptly, but no later than 10 Business Days upon receipt of such notice from the Company deliver a copy of such notice to each of the Lenders. Any such HGVJ Revolving Credit Sub-Facility shall be provided by existing Revolving Credit Lenders who consent thereto by notice to the Company and the Administrative Agent no later than 15 Business Days upon receipt of such notice from the Administrative Agent, but no such existing Revolving Credit Lender will have an obligation to make available any HGVJ Revolving Credit Commitment. Any Defaulting Lender and any Revolving Credit Lender that does not affirmatively respond to the HGVJ Request within such 15 Business Days shall be deemed to have not consented to make available any such HGVJ Revolving Credit Commitments. The size of the HGVJ Revolving Credit Sub-Facility shall be as agreed by the HGVJ Revolving Credit Lenders, the Administrative Agent, HGVJ and the Company (but in no event shall it exceed the aggregate amount of the Revolving Credit Commitments as of such date). The HGVJ Revolving Credit Sub-Facility shall have the same terms and conditions as and be part of, and not in addition to, the Revolving Credit Facility.
(b) The HGVJ Revolving Credit Sub-Facility shall be effected under this Agreement pursuant to an amendment (the “HGVJ Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by HGVJ, the Company and each other Loan Party, each existing Revolving Credit Lender who affirmatively consents in writing to make available such HGVJ Revolving Credit Commitment (each, an “HGVJ Revolving Credit Lender”), and the Administrative Agent. Such HGVJ Amendment shall contain a Guaranty by the Company of the Obligations of HGVJ under the Loan Documents, prepayment mechanisms in the event that Revolving Credit Loans to HGVJ exceed the aggregate HGVJ Revolving Credit Commitments, amendments to the “Pro Rata Share” definition, if needed, to disregard borrowings under the HGVJ Revolving Credit Sub-Facility and collateral allocation mechanisms substantially in the form attached hereto as Schedule 2.18, and the e...
Additional Borrower. No amendment or waiver of any provision of this Agreement that would have the effect of adding one or more additional Borrowers hereunder shall be effective without the consent of all the Lenders. Any Lender not providing such consent may be replaced by the Borrower in accordance with Section 11.13.
Additional Borrower. In the case of the Company, at all times while the Additional Borrower is a borrower hereunder, ensure that the Additional Borrower is a Wholly Owned Subsidiary of the Company.
Additional Borrower. 25.2.1 Subject to compliance with the provisions of Clauses 20.8.2 and 20.8.3, the Company may request that any of its wholly owned Subsidiaries becomes an Additional Borrower. That Subsidiary shall become an Additional Borrower if:
(a) all the Lenders approve the addition of that Subsidiary;
(b) the Company delivers to the Lender a duly completed and executed Accession Letter;
(c) the Company confirms that no Default is continuing or would occur as a result of that Subsidiary becoming an Additional Borrower; and
(d) the Lender has received all of the documents and other evidence listed in Part II of Schedule 2 (Conditions precedent) in relation to that Additional Borrower, each in form and substance satisfactory to the Lender.
25.2.2 The Lender shall notify the Company promptly upon being satisfied that it has received (in form and substance satisfactory to it) all the documents and other evidence listed in Part II of Schedule 2 (Conditions precedent).
Additional Borrower. As of the date hereof, TapInfluence hereby joins the Business Financing Agreement and all other Existing Documents as a ìBorrowerî thereunder and hereunder and each reference to ìBorrowerî in the Existing Documents, and herein shall mean and refer to each of IZEA, Ebyline and TapInfluence, individually and collectively. Any reference in the Existing Documents to Borrower, IZEA and Ebyline, or other terms that refer to a Borrower shall also mean and refer to TapInfluence, and Borrowers and Lender acknowledge and agree that the Existing Documents shall remain in full force and effect in accordance with their terms. TapInfluence (i) assumes, as a joint and several obligor thereunder, all of the Obligations, liabilities and indemnities of a Borrower under the Business Financing Agreement and all other Existing Documents, and (ii) covenants and agrees to be bound by and adhere to all of the terms, covenants, waivers, releases, agreements and conditions of or respecting to a Borrower with respect to the Existing Documents and all other representations and warranties contained in the Business Financing Agreement and the other Existing Documents with respect to a Borrower. Without limiting the generality of the foregoing, TapInfluence grants Lender a security interest in the Collateral described in the Business Financing Agreement to secure performance and payment of all Obligations under the Business Financing Agreement, and authorizes Lender to file financing statements with all appropriate jurisdictions to perfect or protect Lender’s interest or rights hereunder and under the Existing Documents. In addition, within 60 days from the date hereof, TapInfluence shall establish and maintain all bank accounts (including, without limitation, TapInfluence’s existing checking account maintained at Square 1) at Lender.
Additional Borrower. The Company designates the Additional Borrower as a Borrower under the Credit Agreement.
Additional Borrower. The Primary Borrower may, at any time during the term of this Agreement (unless a Default shall have occurred and be continuing), notify the Facility Agent that a Permitted Borrower is to be designated as an additional Borrower under the Revolving Credit Facility. Such notice shall be in writing and signed by the Primary Borrower and the relevant Permitted Borrower and shall take effect in accordance with its terms on the condition that:
(a) such Permitted Borrower shall have entered into an Accession Certificate with the Facility Agent which, subject to (b) below, the Facility Agent shall execute on behalf of all the parties to this Agreement (and all such parties so authorise the Facility Agent without any further consent of, or consultation with, such party); and
(b) such Permitted Borrower, before entering into such an Accession Certificate, shall have fulfilled all appropriate conditions precedent, as notified to the Primary Borrower by the Facility Agent, to the satisfaction of the Facility Agent including the delivery to the Facility Agent of the documents and evidence referred to in Part C of Schedule 3 in form and substance satisfactory to the Facility Agent. Upon satisfaction of such conditions such Permitted Borrower shall become a party to this Agreement in the capacity of a Borrower in respect of the Revolving Credit Facility and shall assume all the obligations and rights of such a Borrower under this Agreement.
Additional Borrower. Parent hereby is added as a “Borrower” under the Loan Agreement, ab initio. All references in the Loan Agreement to “Borrower” hereafter shall mean and refer to Parent and Miramar Technologies, individually and collectively, jointly and severally; and Parent hereafter shall have all rights, duties and obligations of “Borrower” thereunder.
Additional Borrower. From and after any Additional Borrower Effective Date with respect to an Additional Borrower, maintain Control over such Additional Borrower and take such other action as may be required so that all accounts and financial reports of Rayonier and such Additional Borrower and, to the extent otherwise required by GAAP, their respective Subsidiaries are consolidated in accordance with GAAP.
