Additional Borrowers. (a) The Parent Borrower may at any time, with the prior consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed), add as a party to this Agreement any Wholly Owned Subsidiary to be an Additional Borrower. Upon satisfaction of the conditions specified in Section 5.3, such Subsidiary shall for all purposes be a party hereto as an Additional Borrower as fully as if it had executed and delivered this Agreement, and the Borrowers shall be jointly and severally liable for the Obligations (limited to, with respect to any Borrower that is a Foreign Subsidiary, the Obligations of Foreign Loan Parties). The Administrative Agent shall notify the Revolving Lenders at least five Business Days prior to granting such consent and, if any Revolving Lender notifies the Administrative Agent within five Business Days that it is not permitted by applicable Requirements of Law or any of its organizational policies to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account of, the relevant Subsidiary, shall withhold such consent (which shall not be deemed to have been unreasonably withheld) or shall give such consent only upon effecting changes to the provisions of this Agreement as are contemplated by paragraph (c) of this Section 10.21 that will assure that such Revolving Lender is not required to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account of, such Subsidiary. (b) So long as the principal of and interest on any Loans made to any Additional Borrower under this Agreement shall have been paid in full and all other obligations of such Additional Borrower under this Agreement (other than contingent indemnification obligations) shall have been fully performed, the Parent Borrower may, by not less than five Business Days’ prior notice to the Administrative Agent (which shall promptly notify the relevant Lenders thereof), terminate such Subsidiary’s status as an “Additional Borrower”. (c) In order to accommodate (i) the addition of a Subsidiary as an Additional Borrower or (ii) extensions of credit to an Additional Borrower, in each case, where one or more Revolving Lenders are legally able and willing to lend Revolving Loans to, and participate in Letters of Credit issued for the account of, such Subsidiary, but other Revolving Lenders are not so able and willing, the Administrative Agent shall be permitted, with the consent of the Parent Borrower and the Required Lenders, to effect such changes to the provisions of this Agreement as it reasonably believes are appropriate in order for such provisions to operate in a customary and usual manner for “multiple-currency” syndicated lending agreements to a corporation and certain of its foreign subsidiaries, all with the intention of providing provisions for the Revolving Lenders who are so able and willing to extend credit to such Subsidiaries and for the other Revolving Lenders not to be required to do so. Prior to effecting any such changes, the Administrative Agent shall give all Revolving Lenders at least five Business Days’ notice thereof and an opportunity to comment thereon.
Appears in 7 contracts
Samples: Credit Agreement (Tempur Sealy International, Inc.), Credit Agreement (Tempur Sealy International, Inc.), Credit Agreement (Tempur Sealy International, Inc.)
Additional Borrowers. (a) The Parent Borrower may at any time, with from time to time designate one or more wholly-owned Subsidiaries of Parent organized in the prior consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed), add as a party to this Agreement any Wholly Owned Subsidiary to be an Additional Borrower. Upon satisfaction of the conditions specified in Section 5.3, such Subsidiary shall for all purposes be a party hereto United States as an Additional Borrower by delivering to the Agent:
(i) all documentation and other customary information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the Patriot Act, that the Agent or any Lender has reasonably requested, including, if such Subsidiary qualifies as fully as if it had executed and delivered this Agreementa “legal entity customer” under the Beneficial Ownership Regulation, and the Borrowers shall be jointly and severally liable for the Obligations (limited to, with respect a Beneficial Ownership Certification in relation to any Borrower that is a Foreign such Subsidiary, without any written objection submitted by any Lender or the Obligations of Foreign Loan Parties). The Administrative Agent shall notify the Revolving Lenders at least five Business Days prior to granting such consent and, if any Revolving Lender notifies the Administrative Agent within five (5) Business Days that it of its receipt of such documentation and other information;
(ii) solely to the extent such Subsidiary is not permitted already a Loan Party, (A) all documents, joinders, supplements, updated schedules, instruments, certificates and agreements and all other actions and information, then required by applicable Requirements or in respect of Law such Subsidiary by Section 5.11 or by the Guaranty and Security Agreement (without giving effect to any grace periods for delivery of its organizational policies to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account ofsuch items, the relevant Subsidiaryupdating of such information or the taking of such actions), shall withhold (B) a customary opinion of counsel of such consent Subsidiary and (which shall not be deemed to have been unreasonably withheldC) or shall give a customary secretary’s certificate attaching such consent only upon effecting changes documents as were delivered by the existing Borrowers on the Closing Date;
(iii) promissory notes in respect of such Subsidiary in its capacity as Additional Borrower in favor of any Lender requesting such promissory notes, in form and substance consistent with the notes (if any) provided by the existing Borrowers as of the Closing Date; and
(iv) a joinder agreement in form and substance reasonably satisfactory to the provisions of this Agreement Agent whereby such Subsidiary becomes party hereto as are contemplated by paragraph (c) of this Section 10.21 that will assure that such Revolving Lender is not required to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account of, such Subsidiarya Borrower.
(b) So long as The designation of any wholly-owned Subsidiary of Parent organized in the principal of and interest on any Loans made to any Additional Borrower under this Agreement shall have been paid in full and all other obligations of such Additional Borrower under this Agreement (other than contingent indemnification obligations) shall have been fully performed, the Parent Borrower may, by not less than five Business Days’ prior notice to the Administrative Agent (which shall promptly notify the relevant Lenders thereof), terminate such Subsidiary’s status as an “Additional Borrower”.
(c) In order to accommodate (i) the addition of a Subsidiary United States as an Additional Borrower or shall only be effective two (ii2) extensions Business Days following the delivery of credit to an Additional Borrower, in each case, where one or more Revolving Lenders are legally able and willing to lend Revolving Loans tothe documents set forth in, and participate in Letters satisfaction of Credit issued for the account requirements of, such Subsidiary, but other Revolving Lenders are not so able and willing, the Administrative Agent shall be permitted, with the consent of the Parent Borrower and the Required Lenders, to effect such changes to the provisions of this Agreement as it reasonably believes are appropriate in order for such provisions to operate in a customary and usual manner for “multiple-currency” syndicated lending agreements to a corporation and certain of its foreign subsidiaries, all with the intention of providing provisions for the Revolving Lenders who are so able and willing to extend credit to such Subsidiaries and for the other Revolving Lenders not to be required to do so. Prior to effecting any such changes, the Administrative Agent shall give all Revolving Lenders at least five Business Days’ notice thereof and an opportunity to comment thereonSection 2.2(a).
Appears in 7 contracts
Samples: Asset Based Revolving Credit Agreement (Cleveland-Cliffs Inc.), Asset Based Revolving Credit Agreement (Cleveland-Cliffs Inc.), Asset Based Revolving Credit Agreement (Cleveland-Cliffs Inc.)
Additional Borrowers. Other investment companies (a) The Parent Borrower may at any timeor series of investment companies), in addition to those Borrowers which are original signatories to this Agreement, may, with the prior consent written approval of all the Banks, become parties to this Agreement and be deemed Tranche A Borrowers for all purposes of this Agreement by executing an instrument substantially in the form of Exhibit G hereto (with such changes therein may be approved by the Banks), which instrument shall (i) have attached to it a copy of this Agreement (as the same may have been amended) with a revised Allocation Notice reflecting the participation of such additional investment company and (ii) be accompanied by the documents and instruments required to be delivered by the Borrowers pursuant to Section 3.1 hereof, including, without limitation, an opinion of counsel for such Borrower, in a form reasonably satisfactory to the Administrative Agent and its counsel; provided, that the joinder of any additional Borrower shall be effective no earlier than five (5) Business Days following receipt by the Banks of such documents and information requested by the Administrative Agent or any Bank that are reasonably required in order to comply with “know-your-customer” and other anti-terrorism, anti-money laundering and similar rules and regulations, including without limitation the USA PATRIOT Act; and provided, further, that no such additional Borrower shall be added unless each of the Banks consent, except that (A) to the extent an existing Borrower converts to a “master/feeder” structure, no consent not shall be required for the master trust in such structure to become a Borrower hereunder after such conversion, provided the converting Borrower ceases to be unreasonably withheld a Borrower hereunder on or delayedprior to such conversion and provided that such master trust is formed under the laws of a State in the United States and (B) to the extent that an existing Borrower which is a “master trust” is merged into (or transfers all or substantially all of its assets and liabilities to) its feeder fund (the “Former Feeder Fund”), add as no consent shall be required for such Former Feeder Fund to become a party Borrower if in connection with such merger or transfer such Former Feeder Fund shall hold all or substantially all the assets and liabilities of the prior master trust, such Former Feeder Fund is formed under the laws of a State in the United States and, prior to such merger or transfer, such Former Feeder Fund shall have no Debt. Additional Borrowers may be added to this Agreement any Wholly Owned Subsidiary only once per each calendar quarter. Each new Borrower added to be an Additional Borrower. Upon satisfaction the Credit Facility after the addition of the conditions specified in Section 5.3, such Subsidiary shall for all purposes be a party hereto as an Additional Borrower as fully as if it had executed and delivered this Agreement, and the five (5) new Borrowers shall be jointly and severally liable for pay a new Borrower’s fee in the Obligations (limited toamount of $1,500 to the Administrative Agent, provided that the Administrative Agent may, in its sole discretion, waive the requirement to pay such fee. To the extent that the Banks deem that the Permitted Asset Coverage Ratio is insufficient with respect to any Borrower that is a Foreign SubsidiaryAdditional Borrower, the Obligations of Foreign Loan Parties). The Administrative Agent shall notify the Revolving Lenders at least five Business Days prior to granting Joinder in which such consent and, if any Revolving Lender notifies the Administrative Agent within five Business Days that it is not permitted by applicable Requirements of Law or any of its organizational policies to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account of, the relevant Subsidiary, shall withhold such consent (which shall not be deemed to have been unreasonably withheld) or shall give such consent only upon effecting changes to the provisions of this Agreement as are contemplated by paragraph (c) of this Section 10.21 that will assure that such Revolving Lender is not required to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account of, such Subsidiary.
(b) So long as the principal of and interest on any Loans made to any Additional Borrower under this Agreement shall have been paid in full and all other obligations becomes a Borrower may, with the agreement of such Additional Borrower under and each Bank, contain language amending this Agreement (other than contingent indemnification obligations) shall have been fully performed, the Parent Borrower may, by not less than five Business Days’ prior notice to the Administrative Agent (which shall promptly notify the relevant Lenders thereof), terminate provide for a different Permitted Asset Coverage Ratio with respect to such Subsidiary’s status as an “Additional Borrower”.
(c) In order to accommodate (i) the addition of a Subsidiary as an Additional Borrower or (ii) extensions of credit to an Additional Borrower, in each case, where one or more Revolving Lenders are legally able and willing to lend Revolving Loans to, and participate in Letters of Credit issued for the account of, such Subsidiary, but other Revolving Lenders are not so able and willing, the Administrative Agent shall be permitted, with the consent of the Parent Borrower and the Required Lenders, to effect such changes to the provisions of this Agreement as it reasonably believes are appropriate in order for such provisions to operate in a customary and usual manner for “multiple-currency” syndicated lending agreements to a corporation and certain of its foreign subsidiaries, all with the intention of providing provisions for the Revolving Lenders who are so able and willing to extend credit to such Subsidiaries and for the other Revolving Lenders not to be required to do so. Prior to effecting any such changes, the Administrative Agent shall give all Revolving Lenders at least five Business Days’ notice thereof and an opportunity to comment thereon.
Appears in 5 contracts
Samples: Credit Agreement (Blackrock Funds), Credit Agreement, Credit Agreement (BlackRock Series Fund, Inc.)
Additional Borrowers. Other Investment Companies (a) The Parent Borrower may at any timeor Portfolios of Investment Companies), in addition to those Borrowers listed on SCHEDULE 1, may, with the prior consent written approval of the Administrative Operations Agent and the Banks, become parties to this Agreement and be deemed Borrowers for all purposes of this Agreement by executing an instrument substantially in the form of EXHIBIT F hereto (with such consent not changes therein as may be approved by the Operations Agent and the Banks), which instrument shall (i) have attached to it a copy of this Agreement (as the same may have been amended) with a revised SCHEDULE 1 reflecting the participation of such additional Investment Company (or Portfolio of an Investment Company) and any prior revisions to SCHEDULE 1 effected in accordance with the terms hereof and (ii) be accompanied by the documents and instruments required to be unreasonably withheld delivered by such additional Borrower pursuant to Section 6.01 hereof, including, without limitation, an opinion of counsel for such additional Borrower, in the form of EXHIBIT G, satisfactory to the Operations Agent and the Banks. No Investment Company (or delayed), add Portfolio of an Investment Company) shall be admitted as a party to this Agreement any Wholly Owned Subsidiary to be an Additional Borrower. Upon satisfaction of as a Borrower unless at the conditions specified in Section 5.3, such Subsidiary shall for all purposes be a party hereto as an Additional Borrower as fully as if it had executed and delivered this Agreement, and the Borrowers shall be jointly and severally liable for the Obligations (limited to, with respect to any Borrower that is a Foreign Subsidiary, the Obligations of Foreign Loan Parties). The Administrative Agent shall notify the Revolving Lenders at least five Business Days prior to granting such consent and, if any Revolving Lender notifies the Administrative Agent within five Business Days that it is not permitted by applicable Requirements of Law or any of its organizational policies to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account of, the relevant Subsidiary, shall withhold such consent (which shall not be deemed to have been unreasonably withheld) or shall give such consent only upon effecting changes to the provisions of this Agreement as are contemplated by paragraph (c) of this Section 10.21 that will assure that such Revolving Lender is not required to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account of, such Subsidiary.
(b) So long as the principal of and interest on any Loans made to any Additional Borrower under this Agreement shall have been paid in full and all other obligations time of such Additional Borrower under this Agreement (other than contingent indemnification obligations) shall have been fully performed, the Parent Borrower may, by not less than five Business Days’ prior notice to the Administrative Agent (which shall promptly notify the relevant Lenders thereof), terminate such Subsidiary’s status as an “Additional Borrower”.
(c) In order to accommodate admission and after giving effect thereto: (i) the addition of a Subsidiary as an Additional Borrower or representations and warranties set forth in Article VII hereof shall be true and correct with respect to such additional Borrower; (ii) extensions such additional Borrower shall be in compliance in all material respects with all of credit the terms and provisions set forth herein on its part to an Additional Borrower, in each case, where one be observed or more Revolving Lenders are legally able performed at the time of the admission and willing after giving effect thereto; and (iii) no Default with respect to lend Revolving Loans to, such additional Borrower shall have occurred and participate in Letters of Credit issued for be continuing. Notwithstanding the account of, such Subsidiary, but other Revolving Lenders are not so able and willingforegoing, the Administrative Operations Agent shall be permitted, with the consent of the Parent Borrower and the Required Lenders, to effect such changes to the provisions of this Agreement as it reasonably believes are appropriate in order for such provisions to operate in a customary and usual manner for “multiple-currency” syndicated lending agreements to a corporation and certain of its foreign subsidiaries, all with the intention of providing provisions for the Revolving Lenders who are so able and willing to extend credit to such Subsidiaries and for the other Revolving Lenders not to Banks shall be required to do so. Prior to effecting consider such requests for admission no more frequently than once in any such changes, the Administrative Agent shall give all Revolving Lenders at least five Business Days’ notice thereof and an opportunity to comment thereoncalendar quarter.
Appears in 4 contracts
Samples: Credit Agreement (Indonesia Fund Inc), Credit Agreement (Latin America Investment Fund Inc), Credit Agreement (Csam Income Fund)
Additional Borrowers. (a) The Parent Borrower may at any time, with the prior consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed), add as a party to this Agreement any Wholly Owned Subsidiary to be an Additional Borrower. Upon satisfaction of the conditions specified in Section 5.3, such Subsidiary shall for all purposes be a party hereto as an Additional Borrower as fully as if it had executed and delivered this Agreement, and the Borrowers shall be jointly and severally liable for the Obligations (limited to, with respect to any Borrower that is a Foreign Subsidiary, the Obligations of Foreign Loan Parties). The Administrative Agent shall notify the Revolving Lenders at least five Business Days prior to granting such consent and, if any Revolving Lender notifies the Administrative Agent within five Business Days that it is not permitted by applicable Requirements of Law or any of its organizational policies to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account of, the relevant Subsidiary, shall withhold such consent (which shall not be deemed to have been unreasonably withheld) or shall give such consent only upon effecting changes to the provisions of this Agreement as are contemplated by paragraph (c) of this Section 10.21 that will assure that such Revolving Lender is not required to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account of, such Subsidiary.
(b) So long as the principal of and interest on any Loans made to any Additional Borrower under this Agreement shall have been paid in full and all other obligations of such Additional Borrower under this Agreement (other than contingent indemnification obligations) shall have been fully performed, the Parent Borrower may, by not less than five Business Days30 days’ prior notice to the Administrative Agent (or such shorter period of time to which the Administrative Agent may agree) and subject to the written consent of the Revolving Lenders, which consent of each Revolving Lender shall not be unreasonably withheld (it being understood that a Revolving Lender shall be deemed to have acted reasonably in withholding its consent if (i) it is unlawful for such Revolving Lender to make Revolving Loans under this Agreement to the proposed additional Borrower, (ii) if such Revolving Lender cannot or has not determined that it is lawful to do so, (iii) the making of a Revolving Loan to the proposed additional Borrower might subject such Lender to adverse tax consequences, (iv) such Lender is required or has determined that it is prudent to register or file in the jurisdiction of formation or organization of the proposed additional Borrower and it does not wish to do so or (v) such Lender is restricted by operational or administrative procedures or other applicable internal policies from extending credit under this Agreement to Persons in the jurisdiction in which the proposed additional Borrower is located), the Borrower may designate one or more Guarantors to be additional joint and several direct borrowers hereunder by written request to the Administrative Agent accompanied by (a) an executed Assumption Agreement and appropriate Notes (to the extent requested by any Lender) executed by the designated Guarantor and the Borrower, (b) a certificate of good standing of the designated Guarantor in the jurisdiction of its incorporation or organization, (c) certified resolutions of such Guarantor’s board of directors or other governing body authorizing the execution and delivery of the Assumption Agreement and such Notes, (d) a written consent to the Assumption Agreement executed by each Guarantor, (e) appropriate written legal opinions reasonably requested by the Administrative Agent with respect to such new Borrower and the Assumption Agreement covering matters similar to those covered in the opinions delivered on the Closing Date and (f) such documentation and other evidence as is reasonably requested by the Administrative Agent or any Lender in order for the Administrative Agent or such Lender to carry out and be satisfied it has complied with the results of all necessary “know your customer” or other similar checks under the USA PATRIOT Act and under similar regulations and is not otherwise prohibited by Law from making Loans to such new Borrower. The Obligations of any additional borrower designated pursuant to this Section 2.19, in its capacity as a Borrower, may be limited as to amount as directed by the Borrower; provided, however, that any such limitation shall not reduce such Person’s obligations as a Guarantor of the Obligations, if applicable, unless required by a Gaming Authority. The Administrative Agent shall promptly notify the relevant Lenders thereof)of such request, terminate together with copies of such Subsidiary’s status of the foregoing as an “Additional Borrower”.
(c) In order to accommodate (i) the addition of a Subsidiary as an Additional Borrower or (ii) extensions of credit to an Additional Borrower, in each case, where one or more Revolving Lenders are legally able and willing to lend Revolving Loans toany Lender may request, and participate in Letters of Credit issued for the account of, such Subsidiary, but other Revolving Lenders are not so able and willing, the Administrative Agent shall be permitted, with the consent upon receipt of the Parent Borrower and the Required Lenders, to effect such changes to the provisions written consents of this Agreement as it reasonably believes are appropriate in order for such provisions to operate in a customary and usual manner for “multiple-currency” syndicated lending agreements to a corporation and certain of its foreign subsidiaries, all with the intention of providing provisions for the Revolving Lenders who are so able and willing to extend credit to such Subsidiaries and for satisfaction of the other Revolving Lenders not to be required to do so. Prior to effecting any such changesconditions set forth above in this Section, the Administrative Agent designated Guarantor shall give all Revolving Lenders at least five Business Days’ notice thereof and an opportunity to comment thereonbecome a Borrower hereunder.
Appears in 4 contracts
Samples: Credit Agreement (MGM Growth Properties Operating Partnership LP), Credit Agreement (MGM Growth Properties Operating Partnership LP), Credit Agreement (Vici Properties Inc.)
Additional Borrowers. (a) The Parent Borrower may cause any Group Member constituting a wholly-owned subsidiary formed under the laws of the United States, any state thereof or the District of Columbia, the laws of Canada or any province or territory thereof, the laws of the Federal Republic of Germany or the laws of any other jurisdiction reasonably acceptable to the Administrative Agent and each applicable RC Facility Lender (such approval not to be unreasonably withheld, delayed or conditioned, but which approval may include expanding the definition of “Sanctions Authority” with respect to the RC Facility to include primary sanctions authorities in the jurisdiction of organization of such additional Borrower) after the Closing Date by written election to the Administrative Agent to become an RC Facility Borrower hereunder; provided that such Group Member shall (i) execute a joinder to this Agreement in form and substance reasonably satisfactory to the Administrative Agent assuming all obligations of a Borrower hereunder, (ii) to the extent not previously satisfied with respect to it, take (or cause to be taken) all actions (if any) required to be taken with respect to such Group Member in order to satisfy the Collateral and Guarantee Requirement with respect to such Group Member, the assets of such Group Member and with respect to any Equity Interest in or Indebtedness of such Group Member owned by or on behalf of any Loan Party, (iii) deliver to the Administrative Agent such legal opinions, board resolutions and secretary’s certificates as shall be reasonably requested by the Administrative Agent in connection therewith, in each case substantially in the form delivered on the Closing Date with respect to the Loan Parties party to this Agreement on the Closing Date, (iv) provide all documentation and other information required by United States regulatory authorities under applicable “know your customer” and Anti-Money Laundering Laws, including without limitation Title III of the USA Patriot Act, that shall be reasonably requested by the Administrative Agent in writing at least 10 Business Days prior to the consummation of such joinder and (v) provide, if such Group Member qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, a Beneficial Ownership Certification. The Lenders hereby irrevocably authorize the Administrative Agent to enter into any timeamendment to this Agreement or to any other Loan Document as may be necessary or appropriate in order to establish any additional Borrower pursuant to this Section 1.15 and such technical amendments, and other customary amendments with respect to provisions of this Agreement relating to taxes for borrowers in such jurisdiction, in each case as may be necessary or appropriate in the prior consent reasonable opinion of the Administrative Agent (such consent not to be unreasonably withheld or delayed), add as a party to this Agreement any Wholly Owned Subsidiary to be an Additional Borrower. Upon satisfaction of the conditions specified in Section 5.3, such Subsidiary shall for all purposes be a party hereto as an Additional Borrower as fully as if it had executed and delivered this Agreement, and the Borrowers shall be jointly and severally liable for the Obligations (limited to, with respect to any Borrower that is a Foreign Subsidiary, the Obligations of Foreign Loan Parties). The Administrative Agent shall notify the Revolving Lenders at least five Business Days prior to granting such consent and, if any Revolving Lender notifies the Administrative Agent within five Business Days that it is not permitted by applicable Requirements of Law or any of its organizational policies to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account of, the relevant Subsidiary, shall withhold such consent (which shall not be deemed to have been unreasonably withheld) or shall give such consent only upon effecting changes to the provisions of this Agreement as are contemplated by paragraph (c) of this Section 10.21 that will assure that such Revolving Lender is not required to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account of, such Subsidiaryconnection therewith.
(b) So long as the principal of and interest on any Loans made to any Additional Borrower under this Agreement shall have been paid in full and all other obligations of such Additional Borrower under this Agreement (other than contingent indemnification obligations) shall have been fully performed, the Parent Borrower may, by not less than five Business Days’ prior notice to the Administrative Agent (which shall promptly notify the relevant Lenders thereof), terminate such Subsidiary’s status as an “Additional Borrower”.
(c) In order to accommodate (i) the addition of a Subsidiary as an Additional Borrower or (ii) extensions of credit to an Additional Borrower, in each case, where one or more Revolving Lenders are legally able and willing to lend Revolving Loans to, and participate in Letters of Credit issued for the account of, such Subsidiary, but other Revolving Lenders are not so able and willing, the Administrative Agent shall be permitted, with the consent of the Parent Borrower and the Required Lenders, to effect such changes to the provisions of this Agreement as it reasonably believes are appropriate in order for such provisions to operate in a customary and usual manner for “multiple-currency” syndicated lending agreements to a corporation and certain of its foreign subsidiaries, all with the intention of providing provisions for the Revolving Lenders who are so able and willing to extend credit to such Subsidiaries and for the other Revolving Lenders not to be required to do so. Prior to effecting any such changes, the Administrative Agent shall give all Revolving Lenders at least five Business Days’ notice thereof and an opportunity to comment thereon.
Appears in 4 contracts
Samples: First Lien Credit Agreement (Clarios International Inc.), First Lien Credit Agreement (Clarios International Inc.), First Lien Credit Agreement (Clarios International Inc.)
Additional Borrowers. (a) The Parent Borrower may at any time, with From time to time on or after the prior consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed), add as a party to this Agreement any Wholly Owned Subsidiary to be an Additional BorrowerAmendment No. Upon satisfaction of the conditions specified in Section 5.3, such Subsidiary shall for all purposes be a party hereto as an Additional Borrower as fully as if it had executed and delivered this Agreement6 Effective Date, and the Borrowers shall be jointly and severally liable for the Obligations (limited to, with respect to any Borrower that is a Foreign Subsidiary, the Obligations of Foreign Loan Parties). The Administrative Agent shall notify the Revolving Lenders at least five Business Days prior to granting such consent and, if any Revolving Lender notifies the Administrative Agent within five Business Days that it is not permitted by applicable Requirements of Law or any of its organizational policies to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account of, the relevant Subsidiary, shall withhold such consent (which shall not be deemed to have been unreasonably withheld) or shall give such consent only upon effecting changes to the provisions of this Agreement as are contemplated by paragraph (c) of this Section 10.21 that will assure that such Revolving Lender is not required to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account of, such Subsidiary.
(b) So long as the principal of and interest on any Loans made to any Additional Borrower under this Agreement shall have been paid in full and all other obligations of such Additional Borrower under this Agreement (other than contingent indemnification obligations) shall have been fully performed, the Parent Borrower may, by not less than five Business Days’ prior notice to the Administrative Agent (which shall promptly notify the relevant Lenders thereof), terminate such Subsidiary’s status as an “Additional Borrower”.
(c) In order to accommodate (i) the addition of a Subsidiary as an Additional Borrower or (ii) extensions of credit to an Additional Borrower, in each case, where one or more Revolving Lenders are legally able and willing to lend Revolving Loans to, and participate in Letters of Credit issued for the account of, such Subsidiary, but other Revolving Lenders are not so able and willing, the Administrative Agent shall be permitted, with the consent of the Parent Borrower and the Required Lenders, to effect such changes to the provisions of this Agreement as it reasonably believes are appropriate in order for such provisions to operate in a customary and usual manner for “multiple-currency” syndicated lending agreements to a corporation and certain of its foreign subsidiaries, all with the intention of providing provisions for the Revolving Lenders who are so able and willing to extend credit to such Subsidiaries and for the other Revolving Lenders not to be required to do so. Prior to effecting any such changes, the Administrative Agent shall give all Revolving Lenders at least five Business Days’ notice to the Administrative Agent (or such shorter period as the Administrative Agent may agree), subject to completion of customary “know your customer” procedures and delivery of related information reasonably requested by the Administrative Agent or the Revolving Credit Lenders (as applicable), including information required pursuant to Section 13.18, the Borrowers may designate any Restricted Subsidiary as an additional Borrower (each such person, an “Additional Borrower”) hereunder in respect of any specified Class or Classes of Obligations; provided that (i) the Additional Borrower shall be an entity organized or existing under the law of the U.S., any state thereof or the District of Columbia and (ii) the Additional Borrower shall expressly assume the Obligations of a Borrower in a manner and pursuant to documentation reasonably satisfactory to the Administrative Agent (it being understood that an opportunity Additional Borrower may be designated as such pursuant to comment thereonthe terms of any Incremental Facility Amendment, Refinancing Amendment or Extension Amendment) (any such documentation, an “Additional Borrower Agreement”). Upon satisfaction of such requirements, the Additional Borrower shall be a “Borrower” hereunder and will have the right to request Term Loans, Revolving Credit Loans or Letters of Credit, as the case may be, in each case of the applicable Class, in accordance with Section 2 hereof until the earlier to occur of the applicable Maturity Date or the date on which such Additional Xxxxxxxx resigns as an Additional Borrower in accordance with clause (b) below. The Lenders hereby irrevocably authorize the Administrative Agent to enter into any amendment to this Agreement or to any other Credit Document as may be necessary or appropriate in order to establish any additional Borrower pursuant to this Section 1.14 and such technical amendments, and other customary amendments with respect to provisions of this Agreement relating to taxes for borrowers in such jurisdiction, in each case as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Borrowers in connection therewith.
(b) An Additional Borrower may elect to resign as an Additional Borrower; provided that: (i) such resigning Additional Xxxxxxxx has delivered to the Administrative Agent a written notice of resignation at least five Business Days in advance and (ii) either (A) such resigning Additional Borrowers’ obligations in its capacity as Subsidiary Guarantor shall continue to be legal, valid, binding and enforceable after giving effect to such resignation or (B) such resigning Additional Xxxxxxxx is released from its obligations as a Subsidiary Guarantor pursuant to Section 13.1 substantially concurrently with such resignation pursuant to the Credit Documents. Upon satisfaction of such requirements, the applicable Additional Borrower shall cease to be an Additional Borrower and a Borrower (but in the case of a resignation pursuant to clause (A) above shall continue to be a Subsidiary Guarantor) and at the request of the Borrowers any promissory note in respect of such Additional Borrower shall be returned by the holder thereof to such Additional Borrower for cancellation.
Appears in 4 contracts
Samples: Credit Agreement (GoDaddy Inc.), Credit Agreement (GoDaddy Inc.), Credit Agreement (GoDaddy Inc.)
Additional Borrowers. (a) The Parent Borrower may at any time, with From time to time on or after the prior consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed), add as a party to this Agreement any Wholly Owned Subsidiary to be an Additional Borrower. Upon satisfaction of the conditions specified in Section 5.3, such Subsidiary shall for all purposes be a party hereto as an Additional Borrower as fully as if it had executed and delivered this Agreement, and the Borrowers shall be jointly and severally liable for the Obligations (limited to, with respect to any Borrower that is a Foreign Subsidiary, the Obligations of Foreign Loan Parties). The Administrative Agent shall notify the Revolving Lenders at least five Business Days prior to granting such consent and, if any Revolving Lender notifies the Administrative Agent within five Business Days that it is not permitted by applicable Requirements of Law or any of its organizational policies to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account of, the relevant Subsidiary, shall withhold such consent (which shall not be deemed to have been unreasonably withheld) or shall give such consent only upon effecting changes to the provisions of this Agreement as are contemplated by paragraph (c) of this Section 10.21 that will assure that such Revolving Lender is not required to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account of, such Subsidiary.
(b) So long as the principal of and interest on any Loans made to any Additional Borrower under this Agreement shall have been paid in full and all other obligations of such Additional Borrower under this Agreement (other than contingent indemnification obligations) shall have been fully performedA&R Closing Date, the Parent may designate any Subsidiary Guarantor as an additional Borrower may(each such person, by not less than five Business Days’ prior notice to the Administrative Agent (which shall promptly notify the relevant Lenders thereof), terminate such Subsidiary’s status as an “Additional Borrower”.
) under any Revolving Facility; provided that such Person is incorporated in the United States (cor any state or territory thereof) In order or another jurisdiction approved by all Lenders under such Revolving Facility. Such Subsidiary Guarantor shall for all purposes of this Agreement be a Borrower under such Revolving Facility no earlier than the later of (a) ten (10) Business Days (or such shorter period as the Administrative Agent may in its discretion agree) after delivery to accommodate (i) the addition Administrative Agent of a Borrowing Subsidiary as an Additional Borrower or (ii) extensions Agreement substantially in the form of credit to an Additional Borrower, in each case, where one or more Revolving Lenders are legally able Exhibit O-1 executed by such Subsidiary Guarantor and willing to lend Revolving Loans tothe Company, and participate (b) receipt by the Administrative Agent or a Revolving Lender (through the Administrative Agent) of such documentation and other information reasonably requested by the Administrative Agent for purposes of complying with all necessary “know your customer” or other similar checks under all applicable laws and regulations and internal processes. A Subsidiary shall cease to be a Borrower hereunder at such time as no Loans, fees or any other amounts due in connection therewith pursuant to the terms hereof shall be outstanding by such Subsidiary, no Letters of Credit issued for the account of, of such Subsidiary, but other Revolving Lenders are not so able Subsidiary shall be outstanding and willing, such Subsidiary and the Company shall have executed and delivered to the Administrative Agent shall be permitted, with a Borrowing Subsidiary Termination substantially in the consent form of the Parent Borrower and the Required Lenders, to effect such changes to the provisions of this Agreement as it reasonably believes are appropriate in order for such provisions to operate in a customary and usual manner for “multiple-currency” syndicated lending agreements to a corporation and certain of its foreign subsidiaries, all with the intention of providing provisions for the Revolving Lenders who are so able and willing to extend credit to such Subsidiaries and for the other Revolving Lenders not to be required to do so. Prior to effecting any such changes, the Administrative Agent shall give all Revolving Lenders at least five Business Days’ notice thereof and an opportunity to comment thereonExhibit O-2.
Appears in 4 contracts
Samples: Credit Agreement (Iron Mountain Inc), Credit Agreement (Iron Mountain Inc), Credit Agreement (Iron Mountain Inc)
Additional Borrowers. (ai) The Parent Borrower may at any time, with the prior consent of the Administrative Agent (such consent not Subject to be unreasonably withheld or delayedSection 10.21(b)(ii), add as a party to this Agreement any Wholly Owned Subsidiary to be an Additional Borrower. Upon satisfaction of the conditions specified in Section 5.3, such Subsidiary shall for all purposes be a party hereto as an Additional Borrower as fully as if it had executed and delivered this Agreement, and the Borrowers shall be jointly and severally liable for the Obligations (limited to, with respect to any Borrower that is a Foreign Subsidiary, the Obligations of Foreign Loan Parties). The Administrative Agent shall notify the Revolving Lenders at least five Business Days prior to granting such consent and, if any Revolving Lender notifies the Administrative Agent within five Business Days that it is not permitted by applicable Requirements of Law Company or any of its organizational policies to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account of, the relevant Subsidiary, shall withhold such consent (which shall not be deemed to have been unreasonably withheld) or shall give such consent only upon effecting changes to the provisions of this Agreement as are contemplated by paragraph (c) of this Section 10.21 that will assure that such Revolving Lender is not required to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account of, such Subsidiary.
(b) So long as the principal of and interest on any Loans made to any Additional Borrower under this Agreement shall have been paid in full and all other obligations of such Additional Borrower under this Agreement (other than contingent indemnification obligations) shall have been fully performed, the Permitted Affiliate Parent Borrower may, by upon not less than five Business Days’ prior written notice to the Administrative Agent (which shall promptly notify Agent, request that it or any Permitted Affiliate Parent, any Affiliate Subsidiary or any Wholly Owned Subsidiary that is a member of the relevant Lenders thereof), terminate such Subsidiary’s status as Restricted Group becomes an “Additional Borrower”Borrower under this Agreement.
(cii) In order Any such Person referred to accommodate in Section 10.21(b)(i) may become an Additional Borrower with respect to a Facility if:
(iA) it is incorporated, registered or organized under the laws of an Approved Key Jurisdiction for that Facility (provided that, where such Additional Borrower is incorporated in Barbados, such entity shall only be deemed to satisfy this requirement if it is established as a body corporate which is licensed under the International Business Companies Act or any other regime which provides the same or substantially similar benefits thereto in Barbados) or the Required Lenders under such Facility have approved the addition of that Person as an Additional Borrower;
(B) such Person and the Company deliver to the Administrative Agent a Subsidiary duly completed and executed joinder agreement in form and substance reasonably satisfactory to the Administrative Agent pursuant to which such Person agrees to become a party to this Agreement as an Additional Borrower;
(C) the Company confirms that no Event of Default is continuing or would occur as a result of such Person becoming an Additional Borrower;
(D) the Administrative Agent (for and on behalf of the Lenders) shall have received, at least three Business Days prior to the date of accession of such Person as an Additional Borrower, all documentation and other information about such Person required under applicable “know your customer” and anti-money laundering rules and regulations, including under the Beneficial Ownership Regulations (such information to include, for the avoidance of doubt, a Beneficial Ownership Certification for each entity that qualifies as a “legal entity customer” thereunder) and the USA Patriot Act, and satisfactory to each Finance Party (acting reasonably), that has been requested by the Administrative Agent (for itself or on behalf of any Lender) or any Lender (through the Administrative Agent and for itself) in writing at least ten days prior to the date of accession of such Person as an Additional Borrower;
(E) the Administrative Agent has received all of the documents and other evidence listed in Schedule 10.21 in relation to such Person, each in form and substance reasonably satisfactory to the Administrative Agent; and
(F) such Person shall have entered into all documentation required for it to (1) accede to (x) this Agreement as an Additional Borrower or and (iiy) extensions of credit to an Additional Borrower, in each case, where one or more Revolving Lenders are legally able and willing to lend Revolving Loans to, and participate in Letters of Credit issued for the account ofextent required by any Intercreditor Agreement, such Subsidiary, but Intercreditor Agreement as a “debtor” (or other Revolving Lenders are not so able and willing, relevant capacity) and/or to (2) have acknowledged any Intercreditor Agreement in the manner contemplated thereby.
(iii) The Administrative Agent shall be permitted, with notify the consent of the Parent Borrower Company and the Required LendersLenders promptly upon being satisfied that the conditions specified in Section 10.21(b)(ii) (and, to effect such changes to in the provisions case of this Agreement as it reasonably believes are appropriate in order for such provisions to operate in a customary and usual manner for “multiple-currency” syndicated lending agreements to a corporation and certain of its foreign subsidiariesany Permitted Affiliate Parent, all with the intention of providing provisions for the Revolving Lenders who are so able and willing to extend credit to such Subsidiaries and for the other Revolving Lenders not to be required to do so. Prior to effecting any such changes, the Administrative Agent shall give all Revolving Lenders at least five Business Days’ notice thereof and an opportunity to comment thereonSection 10.21(a)) have been satisfied.
Appears in 3 contracts
Samples: Credit Agreement (Liberty Latin America Ltd.), Credit Agreement (Liberty Latin America Ltd.), Additional Facility Joinder Agreement (Liberty Latin America Ltd.)
Additional Borrowers. (a) The Parent Notwithstanding anything in Section 10.8 to the contrary, following the Closing Date, the Borrower may request that one or more of its subsidiaries that is a wholly-owned Restricted Subsidiary be added as an additional borrower (the “Additional Borrower”) by delivering to the Administrative Agent an Additional Borrower Agreement executed by such subsidiary and the Borrower. Such subsidiary shall for all purposes of this Agreement be a borrower hereunder no earlier than the latest of (i) ten (10) Business Days (or such shorter period as the Administrative Agent may in its discretion agree) after delivery of such Additional Borrower Agreement; (ii) ten (10) Business Days after receipt by the Lenders and the Administrative Agent of such documentation and other information reasonably requested by the Lenders or the Administrative Agent for purposes of complying with all necessary “know your customer” or other similar checks under all applicable laws and regulations provided that there has been no written objection to the Additional Borrower becoming an additional borrower submitted by any of the Lenders or the Administrative Agent within ten (10) Business Days of the date of receipt of such documentation and other information; and (iii) if the applicable Additional Borrower is organized or incorporated in or under the laws of, or for applicable Tax purposes is resident of or treated as engaged in a trade or business in, any jurisdiction other a jurisdiction in or under the laws of which at least one then-existing Borrower is organized or incorporated as of the date the Additional Borrower Agreement is delivered to the Administrative Agent, the date of the effectiveness of any time, with the prior consent amendment of this Agreement determined to be reasonably required by the Administrative Agent (after consultation with the Requisite Lenders) and the Borrower, which amendment must be as mutually agreed by the Administrative Agent, the Borrower, such consent not to Additional Borrower and the Requisite Lenders (including, without limitation, Section 2.17 and the definition of “Excluded Taxes” and whether a carve out for any “day one” Taxes is appropriate); provided that (w) each Additional Borrower shall also be unreasonably withheld or delayed)a Guarantor, add (x) as a party to this Agreement any Wholly Owned Subsidiary to be an result of the designation of the Additional Borrower. Upon satisfaction of the conditions specified in Section 5.3, such Subsidiary no Guarantor shall for all purposes be a party hereto treated as an Additional Borrower as fully as if it had executed and delivered this AgreementExcluded Subsidiary pursuant to clause (d) of such definition, and (y) the Borrowers shall be jointly and severally liable for the Obligations (limited to, with respect to any Borrower that is a Foreign Subsidiary, the Obligations of Foreign Loan Parties). The Administrative Agent shall notify not have received any notice from any Lender that the Revolving Lenders at least five Business Days prior extension of credit to granting such consent andAdditional Borrower shall contravene any law, if any Revolving rule or regulation applicable to such Lender notifies and (z) the jurisdiction of organization of the Additional Borrower shall be acceptable to the Administrative Agent within five Business Days that and the Requisite Lenders if it is not permitted a Permitted Jurisdiction. Any obligations in respect of borrowings by applicable Requirements of Law or any of its organizational policies to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account of, the relevant Subsidiary, shall withhold such consent (which shall not be deemed to have been unreasonably withheld) or shall give such consent only upon effecting changes to the provisions of this Agreement as are contemplated by paragraph (c) of this Section 10.21 that will assure that such Revolving Lender is not required to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account of, such Subsidiary.
(b) So long as the principal of and interest on any Loans made to any Additional Borrower under this Agreement will constitute “Obligations” for all purposes of the Credit Documents. Promptly following receipt of any Additional Borrower Agreement the Administrative Agent shall send a copy thereof to each Lender.
(b) Each Additional Borrower hereby irrevocably appoints the Borrower as the borrowing agent and attorney-in-fact for the Additional Borrowers, which appointment shall remain in full force and effect unless and until the Administrative Agent shall have received prior written notice signed by all of the Additional Borrowers that such appointment has been paid revoked and that another Person has been appointed in full such capacity. Each Additional Borrower hereby irrevocably appoints and authorizes the Borrower (or its successor) (i) to provide to the Administrative Agent and the Lenders and receive from the Administrative Agent and the Lenders all notices with respect to Loans obtained for the benefit of any Additional Borrower and all other obligations of such Additional Borrower notices and instructions under this Agreement and (ii) to take such action as the Borrower deems appropriate on its behalf to obtain Loans and to exercise such other than contingent indemnification obligationspowers as are reasonably incidental thereto to carry out the purposes of this Agreement.
(c) shall have been fully performedThe Borrower may from time to time, the Parent Borrower may, by upon not less than five three Business Days’ prior notice from the Borrower to the Administrative Agent (which shall or such shorter period as may be agreed by the Administrative Agent in its reasonable discretion), terminate an Additional Borrower’s status as such, provided that there are no outstanding Loans payable by such Additional Borrower, or other amounts payable by such Additional Borrower on account of any Loans made to it, as of the effective date of such termination. The Administrative Agent will promptly notify the relevant Lenders thereof), terminate of any such Subsidiary’s status as an “Additional Borrower”.
(c) In order to accommodate (i) the addition termination of a Subsidiary as an Additional Borrower or (ii) extensions of credit to an Additional Borrower, in each case, where one or more Revolving Lenders are legally able and willing to lend Revolving Loans to, and participate in Letters of Credit issued for the account of, such Subsidiary, but other Revolving Lenders are not so able and willing, the Administrative Agent shall be permitted, with the consent of the Parent Borrower and the Required Lenders, to effect such changes to the provisions of this Agreement as it reasonably believes are appropriate in order for such provisions to operate in a customary and usual manner for “multiple-currency” syndicated lending agreements to a corporation and certain of its foreign subsidiaries, all with the intention of providing provisions for the Revolving Lenders who are so able and willing to extend credit to such Subsidiaries and for the other Revolving Lenders not to be required to do so. Prior to effecting any such changes, the Administrative Agent shall give all Revolving Lenders at least five Business Days’ notice thereof and an opportunity to comment thereon’s status.
Appears in 3 contracts
Samples: Credit and Guaranty Agreement (Concordia International Corp.), Credit and Guaranty Agreement (Concordia International Corp.), Credit and Guaranty Agreement
Additional Borrowers. (a) The Notwithstanding anything in Section 11.01 to the contrary, following the Closing Date, the Parent Borrower may at any time, with add one or more of its Foreign Subsidiaries that is a Wholly Owned Subsidiary as an additional Foreign Borrower under the prior consent of Limited Currency Revolving Facility or Multicurrency Revolving Facility by delivering to the Administrative Agent a Foreign Borrower Agreement executed by such Subsidiary and the Parent Borrower. After (i) five Business Days have elapsed after such consent not delivery and (ii) receipt by each Lender and the Administrative Agent of such documentation and other information reasonably requested by such Lender or the Administrative Agent, as the case may be (which documentation and information shall be reasonably satisfactory to be unreasonably withheld or delayedsuch Lender), add as a party to this Agreement any Wholly Owned Subsidiary to be an Additional Borrower. Upon satisfaction for purposes of the conditions specified in Section 5.3complying with all necessary “know your customer” or other similar checks under all applicable laws and regulations, such Foreign Subsidiary shall for all purposes of this Credit Agreement be a party hereto Foreign Borrower hereunder; provided that each Foreign Borrower shall also be a Foreign Guarantor. Any obligations in respect of borrowings by any Foreign Subsidiary under the Credit Agreement will constitute “Obligations,” “Foreign Obligations” and “Secured Obligations” for all purposes of the Credit Documents. If the applicable additional Foreign Borrower is organized or incorporated under the laws of, or for applicable Tax purposes is resident of or treated as engaged in a trade or business in, or having a paying agent in, any jurisdiction other than a jurisdiction under the laws of which at least one of the then-existing Borrowers is organized or incorporated on the date such Foreign Borrower Agreement is delivered to the Applicable Agent, as a condition to adding such Foreign Borrower, there shall be an Additional Borrower as fully as if it had executed and delivered amendment to the Credit Documents (including, without limitation, to Section 3.01 of this Agreement, Credit Agreement and the Borrowers shall be jointly and severally liable for the Obligations (limited to, with respect to any Borrower that is a Foreign Subsidiary, the Obligations definition of Foreign Loan Parties“Excluded Taxes”). The Administrative Agent shall notify the Revolving Lenders at least five Business Days prior to granting such consent and, if any Revolving Lender notifies such amendment is reasonably necessary or appropriate as mutually determined by the Administrative Agent within five Business Days that it is not permitted and Parent Borrower which amendment must be as mutually agreed by applicable Requirements of Law or any of its organizational policies to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account of, the relevant Subsidiary, shall withhold such consent (which shall not be deemed to have been unreasonably withheld) or shall give such consent only upon effecting changes to the provisions of this Agreement as are contemplated by paragraph (c) of this Section 10.21 that will assure that such Revolving Lender is not required to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account of, such Subsidiary.
(b) So long as the principal of and interest on any Loans made to any Additional Borrower under this Agreement shall have been paid in full and all other obligations of such Additional Borrower under this Agreement (other than contingent indemnification obligations) shall have been fully performedAdministrative Agent, the Parent Borrower, the applicable additional Foreign Borrower may, and each Limited Currency Revolving Lender and/or Multicurrency Revolving Lender (as applicable) (provided that no such amendment shall materially adversely affect the rights of any Lender that has not consented to such amendment). Upon the execution by not less than five Business Days’ prior notice the Parent Borrower and a Foreign Borrower and delivery to the Administrative Agent of a Foreign Borrower Termination with respect to such Foreign Borrower, such Foreign Borrower shall cease to be a Foreign Borrower and a party to this Credit Agreement; provided that no Foreign Borrower Termination will become effective as to any Foreign Borrower (which shall promptly notify the relevant Lenders thereof), other than to terminate such SubsidiaryForeign Borrower’s status as an “Additional Borrower”.
(cright to make further Borrowings under this Credit Agreement) In order to accommodate (i) the addition of at a Subsidiary as an Additional Borrower or (ii) extensions of credit to an Additional Borrower, in each case, where one or more Revolving Lenders are legally able and willing to lend Revolving Loans time when any Loan to, and participate in Letters B/A on behalf of, or Letter of Credit issued for the account of, to such Subsidiary, but other Revolving Lenders are not so able and willingForeign Borrower shall be outstanding hereunder. Promptly following receipt of any Foreign Borrower Agreement or Foreign Borrower Termination, the Administrative Agent shall send a copy thereof to each Lender. Notwithstanding the foregoing, no such Foreign Subsidiary may become a Foreign Borrower if any Limited Currency Revolving Lender or Multicurrency Revolving Lender would be permitted, with the consent of the Parent Borrower and the Required Lenders, to effect such changes to the provisions of this Agreement as it reasonably believes are appropriate in order for such provisions to operate in a customary and usual manner for “multiple-currency” syndicated lending agreements to a corporation and certain of its foreign subsidiaries, all with the intention of providing provisions for the Revolving Lenders who are so able and willing to extend credit prohibited by applicable Law from making loans to such Subsidiaries and for the other Revolving Lenders not to be required to do so. Prior to effecting any such changes, the Administrative Agent shall give all Revolving Lenders at least five Business Days’ notice thereof and an opportunity to comment thereonForeign Subsidiary.
Appears in 3 contracts
Samples: Credit Agreement (Live Nation Entertainment, Inc.), Credit Agreement (Live Nation Entertainment, Inc.), Credit Agreement (Live Nation Entertainment, Inc.)
Additional Borrowers. (a) The Parent Borrower may at At any time and from time, with -to-time after the prior consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed), add as a party to this Agreement any Wholly Owned Subsidiary to be an Additional Borrower. Upon satisfaction of the conditions specified in Section 5.3, such Subsidiary shall for all purposes be a party hereto as an Additional Borrower as fully as if it had executed and delivered this Agreement, and the Borrowers shall be jointly and severally liable for the Obligations (limited to, with respect to any Borrower that is a Foreign SubsidiaryClosing Date, the Obligations of Foreign Loan Parties). The Administrative Borrowers’ Agent shall notify the Revolving Lenders at least five Business Days prior to granting such consent and, if any Revolving Lender notifies the Administrative Agent within five Business Days may request that it is not permitted by applicable Requirements of Law or any of its organizational policies to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account of, the relevant Subsidiary, shall withhold such consent (which shall not be deemed to have been unreasonably withheld) or shall give such consent only upon effecting changes to the provisions of this Agreement as are contemplated by paragraph (c) of this Section 10.21 that will assure that such Revolving Lender is not required to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account of, such Subsidiary.
(b) So long as the principal of and interest on any Loans made to any Additional Borrower under this Agreement shall have been paid in full and all other obligations of such Additional Borrower Subsidiaries become a borrower under this Agreement (other than contingent indemnification obligations) shall have been fully performed, the Parent Borrower may, by not less than five Business Days’ prior notice each Subsidiary which becomes a borrower pursuant to the Administrative Agent (which shall promptly notify the relevant Lenders thereof)terms of this Section 11.18, terminate such Subsidiary’s status as an “Additional Borrower”.). Such Subsidiary shall become an Additional Borrower with effect on and from the date on which the Administrative Agent notifies the Borrowers’ Agent that each of the following has been satisfied (which date shall be within ten (10) Business Days after each Lender has received the documents referred to in Section 11.18(d):
(a) the Administrative Agent receives a duly completed and executed Joinder Agreement, substantially in the form of Exhibit P;
(b) the Borrowers’ Agent confirms that no Default or Event of Default is continuing or would occur as a result of that Subsidiary becoming an Additional Borrower and each of the representations and warranties relating to the Additional Borrower and the Loan Parties is true and not misleading in any material respect (except that any representation and warranty that is qualified by “materiality” or “Material Adverse Effect” shall be true and correct in all respects as so qualified) as if made on date of accession of Additional Borrower;
(c) In order to accommodate the Subsidiary is incorporated, organized or formed in the United States of America or another jurisdiction approved by the Required Lenders;
(id) the addition Collateral Agent shall have received the results of a Subsidiary as an Additional Borrower or recent search by a Person reasonably satisfactory to the Collateral Agent, of the Uniform Commercial Code (ii) extensions if relevant), judgment and tax Lien filings, and all customary searches for financing transactions of credit this nature in all applicable jurisdictions, which may have been filed with respect to an personal property of such Additional Borrower, and the results of such search shall be reasonably satisfactory to the Collateral Agent;
(e) each Lender shall have received all of the documents referred to in each caseSection 6.1(b) with respect to that Additional Borrower and has confirmed to the Collateral Agent that such documents are in form and substance reasonably satisfactory to such Lender;
(f) such Additional Borrower becomes a Grantor; and
(g) Additional Borrower appoints the Borrowers’ Agent to act on its behalf as the agent for such Additional Borrower hereunder and under the other Loan Documents and authorizes the Borrowers’ Agent to take such actions on its behalf and to exercise such powers as are delegated to the Borrowers’ Agent by the terms hereof or thereof, where one or more Revolving Lenders together with such actions and powers as are legally able and willing to lend Revolving Loans toreasonably incidental thereto, and participate in Letters of Credit issued for the account of, Borrowers’ Agent accepts such Subsidiary, but other Revolving Lenders are appointment (which appointment shall not so able and willing, the Administrative Agent shall be permitted, with terminated or revoked without the consent of the Parent Borrower Collateral Agent and the Required Lenders, to effect such changes to the provisions of this Agreement as it reasonably believes are appropriate in order for such provisions to operate in a customary and usual manner for “multiple-currency” syndicated lending agreements to a corporation and certain of its foreign subsidiaries, all with the intention of providing provisions for the Revolving Lenders who are so able and willing to extend credit to such Subsidiaries and for the other Revolving Lenders not to be required to do so. Prior to effecting any such changes, the Administrative Agent shall give all Revolving Lenders at least five Business Days’ notice thereof and an opportunity to comment thereon).
Appears in 3 contracts
Samples: Credit Agreement, Credit Agreement (Cypress Energy Partners, L.P.), Credit Agreement (Cypress Energy Partners, L.P.)
Additional Borrowers. (a) The Parent On or after the Effective Date, Allegion plc may designate any wholly-owned Subsidiary of Allegion plc as an Additional Borrower may by delivery to the Administrative Agent, at any timeleast ten Domestic Business Days prior to such designation, with of (i) an Additional Borrower Agreement executed by such Subsidiary, the prior consent Guarantors and the Borrowers, substantially in the form of Exhibit H hereto (each, an “Additional Borrower Agreement”) and (ii) a favorable written opinion (addressed to the Administrative Agent and the Banks) of counsel of such Subsidiary or Subsidiaries (such consent not which opinion shall be reasonably satisfactory to be unreasonably withheld or delayedthe Administrative Agent), add as a party to this Agreement any Wholly Owned Subsidiary to be an Additional Borrower. Upon satisfaction delivery of the conditions specified in Section 5.3above-mentioned documents, such Subsidiary shall for all purposes of this Agreement be a party hereto as an Additional Borrower as fully as if it had executed and delivered a party to this Agreement, and the Borrowers shall be jointly and severally liable for the Obligations (limited to, with respect to . Promptly following receipt of any Additional Borrower that is a Foreign SubsidiaryAgreement, the Obligations of Foreign Loan Parties). The Administrative Agent shall notify the Revolving Lenders at least five Business Days prior send a copy thereof to granting such consent and, if any Revolving Lender notifies the Administrative Agent within five Business Days that it is not permitted by applicable Requirements of Law or any of its organizational policies to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account of, the relevant Subsidiary, shall withhold such consent (which shall not be deemed to have been unreasonably withheld) or shall give such consent only upon effecting changes to the provisions of this Agreement as are contemplated by paragraph (c) of this Section 10.21 that will assure that such Revolving Lender is not required to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account of, such Subsidiaryeach Bank.
(b) So long As soon as practicable after receiving notice from Allegion plc or the principal Administrative Agent of Allegion plc’s intent to designate a Subsidiary as an Additional Borrower, and interest on in any Loans made event at least five Domestic Business Days prior to any the delivery of an executed Additional Borrower under this Agreement shall have been paid in full and all other obligations of such Additional Borrower under this Agreement (other than contingent indemnification obligations) shall have been fully performed, the Parent Borrower may, by not less than five Business Days’ prior notice to the Administrative Agent pursuant to Section 2.16(a), for an Additional Borrower that is organized under the laws of a jurisdiction other than (which i) the United States of America, or a political subdivision thereof, (ii) Ireland, (iii) Bermuda, or (iv) the Grand Duchy of Luxembourg, any Bank that may not legally or pursuant to its bona fide internal lending policies lend to, establish credit for the account of and/or do any business whatsoever with such Additional Borrower directly or through an Affiliate of such Bank, as provided in Section 2.4(a) (a “Protesting Bank”), shall promptly so notify Allegion plc and the Administrative Agent in writing. With respect to each Protesting Bank, Allegion plc shall, effective on or before the date that such Additional Borrower shall have the right to borrow hereunder, either (i) notify the relevant Lenders thereof)Administrative Agent and such Protesting Bank that the Commitments of such Protesting Bank shall be terminated; provided that such Protesting Bank shall have received payment of an amount equal to the outstanding principal of its Loans and/or unreimbursed Letters of Credit obligations, terminate accrued interest thereon, accrued fees and all other amounts payable to it hereunder, (ii) substitute such Subsidiary’s status Protesting Bank in accordance with the provisions of Section 8.5 hereof or (iii) cancel the request to designate such Subsidiary as an “Additional Borrower”” hereunder.
(c) In order to accommodate (i) the addition of a Subsidiary as an Additional Borrower or (ii) extensions of credit to an Additional Borrower, in each case, where one or more Revolving Lenders are legally able and willing to lend Revolving Loans to, and participate in Letters of Credit issued for the account of, such Subsidiary, but other Revolving Lenders are not so able and willing, the Administrative Agent shall be permitted, with the consent of the Parent Borrower and the Required Lenders, to effect such changes to the provisions of this Agreement as it reasonably believes are appropriate in order for such provisions to operate in a customary and usual manner for “multiple-currency” syndicated lending agreements to a corporation and certain of its foreign subsidiaries, all with the intention of providing provisions for the Revolving Lenders who are so able and willing to extend credit to such Subsidiaries and for the other Revolving Lenders not to be required to do so. Prior to effecting any such changes, the Administrative Agent shall give all Revolving Lenders at least five Business Days’ notice thereof and an opportunity to comment thereon.
Appears in 3 contracts
Samples: Credit Agreement (Allegion PLC), Credit Agreement (Allegion PLC), Credit Agreement (Allegion PLC)
Additional Borrowers. (a) The Parent Borrower Company may at from time to time upon not less than ten (10) Business Days’ notice cause any timeEligible Subsidiary to become eligible to borrow under Section 2.01 by delivering to the Administrative Agent an Election to Participate with respect to such Eligible Subsidiary. Following the delivery of an Election to Participate, if such election obligates the Administrative Agent or any Bank to comply with “know your customer” or similar identification procedures in circumstances where the prior consent necessary information is not already available to it, the Company shall, promptly upon the request of the Administrative Agent (or any Bank, supply such consent not documentation and other evidence as is reasonably requested by the Administrative Agent or any Bank in order for the Administrative Agent or such Bank to carry out and be unreasonably withheld satisfied it has complied with the results of all necessary “know your customer” or delayed)other similar checks under all applicable laws and regulations, add including, a Beneficial Ownership Certification in relation to any such Eligible Borrower to the extent such Eligible Borrower qualifies as a party “legal entity customer” under the Beneficial Ownership Regulation. The eligibility of any such Eligible Borrower to this Agreement any Wholly Owned Subsidiary borrow under said Sections shall terminate (x) when the Administrative Agent receives an Election to be an Additional Borrower. Upon satisfaction of the conditions specified in Section 5.3, such Subsidiary shall for all purposes be a party hereto as an Additional Borrower as fully as if it had executed and delivered this Agreement, and the Borrowers shall be jointly and severally liable for the Obligations (limited to, Terminate with respect to such Eligible Borrower or (y) upon a change (such change, a “Change in Jurisdiction”) in the jurisdiction of organization or formation of such Eligible Borrower (other than a change from one State of the United States to another State of the United States); provided that the Company may at any time after such termination, subject to compliance with this Section 2.18 (assuming that such Eligible Borrower that is was an Eligible Subsidiary for purposes of the fourth paragraph hereof) and Section 3.03, cause such Eligible Borrower to become eligible to borrow under Section 2.01 by delivering to the Administrative Agent an Election to Participate with respect to such Eligible Borrower. Each Election to Participate delivered to the Administrative Agent shall be duly executed on behalf of the relevant Eligible Subsidiary and the Company, and each Election to Terminate delivered to the Administrative Agent shall be duly executed on behalf of the Company. The delivery of an Election to Terminate with respect to an Eligible Borrower or a Foreign Subsidiary, Change in Jurisdiction of an Eligible Borrower shall not affect any obligation of the Obligations of Foreign Loan Parties)relevant Eligible Borrower theretofore incurred. The Administrative Agent shall notify promptly (i) give notice to the Revolving Lenders at least five Business Days prior Banks of its receipt of any Election to granting Participate, Election to Terminate or notice of a change in the jurisdiction of organization or formation of an Eligible Borrower pursuant to Section 5.01(j) and (ii) provide such consent andElection to Participate or Election to Terminate to each Bank. Any Bank may, if any Revolving Lender notifies with notice to the Administrative Agent within five Business Days that it is and the Company, fulfill its Commitment to any Eligible Borrower not permitted by applicable Requirements organized under the laws of Law the United States or any State thereof by causing an Affiliate of such Bank to act as the Bank in respect of such Eligible Borrower; provided that, for all purposes of voting or consenting with respect to (a) any amendment, supplementation or modification of any Loan Document, (b) any waiver of any requirements of any Loan Document or any Default or Event of Default and its organizational policies to make Revolving Loans toconsequences, or participate in Letters (c) any other matter as to which a Bank may vote or consent pursuant to Section 11.06 of Credit or Swingline Loans for the account ofthis Agreement, the relevant SubsidiaryBank making such election shall be deemed the “Person” rather than such Affiliate, shall withhold such consent (which shall not be deemed entitled to have been unreasonably withheld) vote or shall give such consent only upon effecting changes consent. As soon as practicable after receiving notice from the Company or the Administrative Agent of the Company’s intent to designate any Eligible Subsidiary that is not organized under the laws of the United States or any State thereof as a Borrower, and in any event within two Business Days after the delivery of an executed Election to Participate to the provisions of this Agreement as are contemplated by paragraph (c) of Administrative Agent pursuant to this Section 10.21 2.18(a) with respect to such Eligible Subsidiary, any Bank that will assure that such Revolving Lender is not required to make Revolving Loans prohibited by law or by any bona fide policy of general applicability from lending to, or participate in Letters of Credit or Swingline Loans establishing credit for the account ofof and/or doing any business whatsoever with Persons in the jurisdiction of such Eligible Subsidiary directly or through an Affiliate of such Bank as provided in the immediately preceding paragraph (a “Protesting Bank”) shall so notify the Company and the Administrative Agent in writing. With respect to each Protesting Bank, the Company shall, effective on or before the date that such SubsidiaryEligible Borrower shall have the right to borrow hereunder, either (A) notify the Administrative Agent and such Protesting Bank that the Commitments of such Protesting Bank shall be terminated; provided that such Protesting Bank shall have received payment of an amount equal to the outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder (notwithstanding any provision herein providing that such amounts shall be applied to the Banks ratably), or (B) cancel its request to designate such Eligible Subsidiary as an “Eligible Borrower” hereunder.
(b) So long as the principal If (i) an Eligible Borrower at any time ceases to be an Eligible Borrower (by reason of and interest on any Loans made an Election to any Additional Borrower under this Agreement shall have been paid in full and all other obligations of such Additional Borrower under this Agreement (other than contingent indemnification obligations) shall have been fully performed, the Parent Borrower may, by not less than five Business Days’ prior notice Terminate being delivered to the Administrative Agent (which shall promptly notify Agent, by reason of an Eligible Subsidiary no longer being a Wholly-Owned Consolidated Subsidiary of the relevant Lenders thereof)Parent, terminate such Subsidiary’s status as an “Additional Borrower”.
(c) In order to accommodate (i) the addition by reason of a Subsidiary as Change in Jurisdiction of an Additional Eligible Borrower or otherwise) or (ii) extensions an Event of credit Default specified in Section 6.01(g) or Section 6.01(h) occurs with respect to an Additional Eligible Borrower, in each case, where one or more Revolving Lenders are legally able and willing to lend Revolving Loans to, and participate in Letters of Credit issued for the account of, such Subsidiary, but other Revolving Lenders are not so able and willing, the Administrative Agent shall be permitted, with the consent of the Parent Borrower and the Required Lenders, to effect such changes to the provisions of this Agreement as it reasonably believes are appropriate in order for such provisions to operate in a customary and usual manner for “multiple-currency” syndicated lending agreements to a corporation and certain of its foreign subsidiaries, all with the intention of providing provisions for the Revolving Lenders who are so able and willing to extend credit to such Subsidiaries and for the other Revolving Lenders not to be required to do so. Prior to effecting any such changes, the Administrative Agent shall give all Revolving Lenders at least five Business Days’ notice thereof and an opportunity to comment thereon.:
Appears in 3 contracts
Samples: Revolving Credit Agreement (Eaton Corp PLC), 364 Day Revolving Credit Agreement (Eaton Corp PLC), 364 Day Revolving Credit Agreement (Eaton Corp PLC)
Additional Borrowers. (a) The Parent Borrower may at designate any timewholly-owned Restricted Subsidiary as a Borrower under any Revolving Commitments or any Incremental Facility from time to time (an “Additional Borrower”); provided that such Borrower (i) is incorporated or formed in a jurisdiction in which any other current Borrower is incorporated or formed, with the prior consent of the Administrative Agent (such consent not ii) is incorporated or formed in Canada (each jurisdiction referred to be unreasonably withheld or delayedin clauses (i) and (ii), add as an “Approved Jurisdiction”) or (iii) is incorporated or formed in such other jurisdiction which shall be reasonably acceptable to each applicable Lender. Such wholly-owned Restricted Subsidiary shall become an Additional Borrower and a party to this Agreement any Wholly Owned Subsidiary by delivering to be an Additional Borrower. Upon satisfaction of the conditions specified in Section 5.3, such Subsidiary shall for all purposes be a party hereto as Administrative Agent an Additional Borrower as fully as if it had executed and delivered this AgreementJoinder, and all references to the Borrowers “Borrowers” shall be jointly and severally liable for also include such Additional Borrower, as applicable, upon (a) the Obligations (limited to, with respect to any Borrower that is a Foreign Subsidiary, the Obligations of Foreign Loan Parties). The Administrative Agent shall notify the Revolving Lenders at least five Business Days prior to granting such consent and, if any Revolving Lender notifies receipt by the Administrative Agent within five Business Days of (x) documentation consistent in scope with the documentation delivered, as applicable, in respect of the Parent Borrower on the Closing Date and (y) a certificate from the Parent Borrower and such Additional Borrower certifying that it is not permitted by applicable Requirements as of Law or any the date of its organizational policies to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account ofsuch joinder, the relevant Subsidiary, shall withhold such consent (which shall not be deemed to have been unreasonably withheldconditions set forth in Section 4.02(a) or shall give such consent only upon effecting changes to the provisions of this Agreement as are contemplated by paragraph (c) of this Section 10.21 that will assure that such Revolving Lender is not required to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account of, such Subsidiary.
and (b) So long shall be met as if a Borrowing were to occur on such date and (b) the principal of and interest on any Loans made to any Additional Borrower under this Agreement shall have been paid in full and all other obligations of such Additional Borrower under this Agreement Lenders being provided with thirty (other than contingent indemnification obligations30) shall have been fully performed, the Parent Borrower may, by not less than five Business Days’ prior notice to (or such shorter period of time as the Administrative Agent shall reasonably agree) of any Additional Borrower being proposed to be added pursuant to this Section 10.19 (which shall promptly notify and the relevant applicable Lenders thereof)shall, terminate such Subsidiary’s status as an “Additional Borrower”.
(c) In order to accommodate (i) in the addition case of a Subsidiary jurisdiction referred to in clause (iii) above, respond to the Parent Borrower as an promptly as practicable after receipt of such notice; it being understood that any Lender’s failure to so respond shall be deemed to constitute the objection of such Lender to the jurisdiction of such proposed Additional Borrower or under clause (ii) extensions iii)). In connection with the joinder of credit to an Additional Borrower, this Agreement may be amended as necessary or appropriate, in each case, where one or more Revolving Lenders are legally able and willing to lend Revolving Loans to, and participate in Letters the reasonable opinion of Credit issued for the account of, such Subsidiary, but other Revolving Lenders are not so able and willing, the Administrative Agent shall and the Parent Borrower to effect the provisions of or be permittedconsistent with this Section 10.19. Notwithstanding any other provision of this Agreement to the contrary (including Section 10.02), any such deemed amendment may be memorialized in writing by the Administrative Agent with the Parent Borrower’s consent, but without the consent of the Parent Borrower any other Lenders (other than with respect to such Lender’s approval of an Additional Borrower’s jurisdiction of incorporation or formation as set forth above), and the Required Lenders, to effect such changes furnished to the provisions of this Agreement as it reasonably believes are appropriate in order for such provisions to operate in a customary and usual manner for “multiple-currency” syndicated lending agreements to a corporation and certain of its foreign subsidiaries, all with the intention of providing provisions for the Revolving Lenders who are so able and willing to extend credit to such Subsidiaries and for the other Revolving Lenders not to be required to do so. Prior to effecting any such changes, the Administrative Agent shall give all Revolving Lenders at least five Business Days’ notice thereof and an opportunity to comment thereonparties hereto.
Appears in 3 contracts
Samples: Master Amendment (Krispy Kreme, Inc.), Credit Agreement (Krispy Kreme, Inc.), Credit Agreement (Krispy Kreme, Inc.)
Additional Borrowers. (a) The Parent Notwithstanding anything in Section 9.02 to the contrary, following the Closing Date, the Borrower may at any time, with request that one or more of its Foreign Subsidiaries that is a Wholly-Owned Subsidiary be added as an additional borrower (the prior consent of “Additional Borrower”) under the Facilities by delivering to the Administrative Agent (such consent not to be unreasonably withheld or delayed), add as a party to this Agreement any Wholly Owned Subsidiary to be an Additional BorrowerBorrower Agreement executed by such Foreign Subsidiary and the Borrower and specifying the proposed effective date thereof; provided that the jurisdiction of organization of such Foreign Subsidiary shall be reasonably satisfactory to each Lender. Upon satisfaction of the conditions specified in Section 5.3, such Such Foreign Subsidiary shall for all purposes of this Agreement be a party hereto borrower hereunder no earlier than the latest of (i) twenty (20) days (or such shorter period as an the Administrative Agent may in its discretion agree) after delivery of such Additional Borrower as fully as if it had executed and delivered this Agreement, ; (ii) five (5) Business Days after receipt by the Lenders and the Borrowers shall be jointly and severally liable for the Obligations (limited to, with respect to any Borrower that is a Foreign Subsidiary, the Obligations of Foreign Loan Parties). The Administrative Agent shall notify of such documentation and other information reasonably requested by the Revolving Lenders at least five Business Days prior to granting such consent and, if or the Administrative Agent for purposes of complying with all necessary “know your customer” or other similar checks under all applicable laws and regulations provided that there has been no written objection submitted by any Revolving Lender notifies of the Lenders or the Administrative Agent within five (5) Business Days that it of the date of receipt of such documentation and other information; (iii) the receipt by the Administrative Agent and the Lenders of opinions of counsel relating to such Additional Borrower Agreement (and the guarantee referred to below) in form and substance reasonably satisfactory to the Administrative Agent and covering such customary matters in connection therewith as may be requested by the Administrative Agent; and (iv) if the applicable Additional Borrower is not permitted by applicable Requirements of Law organized or any of its organizational policies to make Revolving Loans toincorporated in or under the laws of, or participate for applicable Tax purposes is resident of or treated as engaged in Letters a trade or business in, any jurisdiction other than a jurisdiction in or under the laws of Credit which at least one then-existing Borrower is organized or Swingline Loans for incorporated as of the account ofdate the Additional Borrower Agreement is delivered to the Administrative Agent, the relevant Subsidiarydate of the effectiveness of an amendment of this Agreement, which amendment must be as mutually agreed by the Administrative Agent, the Borrower, such Additional Borrower and each Lender (including, without limitation, Section 2.15 and the definition of “Excluded Taxes” and whether a carve out for any “day one” Taxes is appropriate); provided that the Borrower shall withhold unconditionally guarantee the Obligations of any such consent (which shall not be deemed Additional Borrowers on a senior unsecured basis pursuant to have been unreasonably withheld) or shall give such consent only upon effecting changes a guarantee agreement in form reasonably satisfactory to the provisions Administrative Agent. Any obligations in respect of this Agreement as are contemplated borrowings by paragraph (c) of this Section 10.21 that will assure that such Revolving Lender is not required to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account of, such Subsidiary.
(b) So long as the principal of and interest on any Loans made to any Additional Borrower under this Agreement will constitute “Obligations” for all purposes of the Loan Documents; provided that in no event shall have been paid in full and all other obligations of such any Additional Borrower under this Agreement (other than contingent indemnification obligations) shall have been fully performed, the Parent Borrower may, by not less than five Business Days’ prior notice any liability with respect to the Administrative Agent (which shall promptly notify Obligations of the relevant Lenders thereof), terminate such Subsidiary’s status as an “Borrower or any other Additional Borrower”.
(c) In order to accommodate (i) the addition . Promptly following receipt of a Subsidiary as an any Additional Borrower or (ii) extensions of credit to an Additional Borrower, in each case, where one or more Revolving Lenders are legally able and willing to lend Revolving Loans to, and participate in Letters of Credit issued for the account of, such Subsidiary, but other Revolving Lenders are not so able and willing, Agreement the Administrative Agent shall be permitted, with the consent of the Parent Borrower and the Required Lenders, send a copy thereof to effect such changes to the provisions of this Agreement as it reasonably believes are appropriate in order for such provisions to operate in a customary and usual manner for “multiple-currency” syndicated lending agreements to a corporation and certain of its foreign subsidiaries, all with the intention of providing provisions for the Revolving Lenders who are so able and willing to extend credit to such Subsidiaries and for the other Revolving Lenders not to be required to do so. Prior to effecting any such changes, the Administrative Agent shall give all Revolving Lenders at least five Business Days’ notice thereof and an opportunity to comment thereoneach Lender.
Appears in 3 contracts
Samples: Credit Agreement (Nasdaq, Inc.), Credit Agreement (Nasdaq, Inc.), Credit Agreement (Nasdaq, Inc.)
Additional Borrowers. (a) The Parent Borrower may at At any time and from time, with -to-time after the prior consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed), add as a party to this Agreement any Wholly Owned Subsidiary to be an Additional Borrower. Upon satisfaction of the conditions specified in Section 5.3, such Subsidiary shall for all purposes be a party hereto as an Additional Borrower as fully as if it had executed and delivered this Agreement, and the Borrowers shall be jointly and severally liable for the Obligations (limited to, with respect to any Borrower that is a Foreign SubsidiaryRestatement Effective Date, the Obligations of Foreign Loan Parties). The Administrative Borrowers’ Agent shall notify the Revolving Lenders at least five Business Days prior to granting such consent and, if any Revolving Lender notifies the Administrative Agent within five Business Days may request that it is not permitted by applicable Requirements of Law or any of its organizational policies to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account of, the relevant Subsidiary, shall withhold such consent (which shall not be deemed to have been unreasonably withheld) or shall give such consent only upon effecting changes to the provisions of this Agreement as are contemplated by paragraph (c) of this Section 10.21 that will assure that such Revolving Lender is not required to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account of, such Subsidiary.
(b) So long as the principal of and interest on any Loans made to any Additional Borrower under this Agreement shall have been paid in full and all other obligations of such Additional Borrower Subsidiaries become a borrower under this Agreement (other than contingent indemnification obligations) shall have been fully performed, the Parent Borrower may, by not less than five Business Days’ prior notice each Subsidiary which becomes a borrower pursuant to the Administrative Agent (which shall promptly notify the relevant Lenders thereof)terms of this Section 11.18, terminate such Subsidiary’s status as an “Additional Borrower”.). Such Subsidiary shall become an Additional Borrower with effect on and from the date on which the Administrative Agent notifies the Borrowers’ Agent that each of the following has been satisfied (which date shall be within ten (10) Business Days after each Lender has received the documents referred to in Section 11.18(d):
(a) the Administrative Agent receives a duly completed and executed Joinder Agreement, substantially in the form of Exhibit P;
(b) the Borrowers’ Agent confirms that no Default or Event of Default is continuing or would occur as a result of that Subsidiary becoming an Additional Borrower and each of the representations and warranties relating to the Additional Borrower and the Loan Parties is true and not misleading in any material respect (except that any representation and warranty that is qualified by “materiality” or “Material Adverse Effect” shall be true and correct in all respects as so qualified) as if made on date of accession of Additional Borrower;
(c) In order to accommodate the Subsidiary is incorporated, organized or formed in the United States of America, Canada or another jurisdiction approved by the Required Lenders;
(id) the addition Collateral Agent shall have received the results of a Subsidiary as an Additional Borrower or recent search by a Person reasonably satisfactory to the Collateral Agent, of the Uniform Commercial Code (ii) extensions if relevant), judgment and tax Lien filings, and all customary searches for financing transactions of credit this nature in all applicable jurisdictions, which may have been filed with respect to an personal property of such Additional Borrower, and the results of such search shall be reasonably satisfactory to the Collateral Agent;
(e) each Lender shall have received all of the documents referred to in Section 6.1(b) with respect to that Additional Borrower and all other documentation and information necessary to confirm compliance with applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act;
(f) such Additional Borrower becomes a Grantor; and
(g) except with respect to the Canadian Borrower, each caseAdditional Borrower appoints the Borrowers’ Agent to act on its behalf as the agent for such Additional Borrower hereunder and under the other Loan Documents and authorizes the Borrowers’ Agent to take such actions on its behalf and to exercise such powers as are delegated to the Borrowers’ Agent by the terms hereof or thereof, where one or more Revolving Lenders together with such actions and powers as are legally able and willing to lend Revolving Loans toreasonably incidental thereto, and participate in Letters of Credit issued for the account of, Borrowers’ Agent accepts such Subsidiary, but other Revolving Lenders are appointment (which appointment shall not so able and willing, the Administrative Agent shall be permitted, with terminated or revoked without the consent of the Parent Borrower Collateral Agent and the Required Lenders, to effect such changes to the provisions of this Agreement as it reasonably believes are appropriate in order for such provisions to operate in a customary and usual manner for “multiple-currency” syndicated lending agreements to a corporation and certain of its foreign subsidiaries, all with the intention of providing provisions for the Revolving Lenders who are so able and willing to extend credit to such Subsidiaries and for the other Revolving Lenders not to be required to do so. Prior to effecting any such changes, the Administrative Agent shall give all Revolving Lenders at least five Business Days’ notice thereof and an opportunity to comment thereon).
Appears in 3 contracts
Samples: Credit Agreement (Cypress Environmental Partners, L.P.), Credit Agreement (Cypress Environmental Partners, L.P.), Credit Agreement (Cypress Energy Partners, L.P.)
Additional Borrowers. (a) The Parent Subject to compliance with the provisions of paragraphs (c) and (d) of Clause 21.9 (“Know your customer” checks) and only in connection with a Permitted REIT Reorganisation, the Borrower may at request that one or more of its Affiliates becomes an Additional Borrower and any time, with such company (the Relevant Company) shall become a Borrower if:
(i) it is incorporated in the same jurisdiction as an existing Borrower or a jurisdiction specified in the Final REIT Tax Structure Report;
(ii) the Borrower and the Relevant Company deliver to the Agent a duly completed and executed Accession Deed;
(iii) the Relevant Company is (or becomes) a Guarantor prior consent to becoming a Borrower;
(iv) the Borrower confirms that no Default is continuing or would occur as a result of the Administrative Agent (such consent not to be unreasonably withheld or delayed), add as a party to this Agreement any Wholly Owned Subsidiary to be Relevant Company becoming an Additional Borrower. Upon satisfaction ; and
(v) the Agent has received all of the conditions specified documents and other evidence listed in Section 5.3, such Subsidiary shall for all purposes be a party hereto as an Additional Borrower as fully as if it had executed and delivered this Agreement, and the Borrowers shall be jointly and severally liable for the Obligations (limited to, with respect to any Borrower that is a Foreign Subsidiary, the Obligations of Foreign Loan Parties). The Administrative Agent shall notify the Revolving Lenders at least five Business Days prior to granting such consent Part C and, if any Revolving Lender notifies the Administrative Agent within five Business Days applicable, Part D of Schedule 2 (Conditions precedent) in relation to that it is not permitted by applicable Requirements of Law or any of its organizational policies to make Revolving Loans toAdditional Guarantor, or participate each in Letters of Credit or Swingline Loans for the account of, the relevant Subsidiary, shall withhold such consent (which shall not be deemed to have been unreasonably withheld) or shall give such consent only upon effecting changes form and substance satisfactory to the provisions Agent (acting on the instructions of this Agreement as are contemplated by paragraph (c) of this Section 10.21 that will assure that such Revolving Lender is not required to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account of, such SubsidiaryMajority Lenders).
(b) So long as the principal of and interest on any Loans made to any Additional Borrower under this Agreement The Agent shall have been paid in full and all other obligations of such Additional Borrower under this Agreement (other than contingent indemnification obligations) shall have been fully performed, the Parent Borrower may, by not less than five Business Days’ prior notice to the Administrative Agent (which shall promptly notify the relevant Original Borrower and the Lenders thereofpromptly upon being satisfied that it has received (in form and substance satisfactory to it (acting on the instructions of the Majority Lenders)) all the documents and other evidence listed in Part C and, terminate such Subsidiary’s status as an “Additional Borrower”if applicable, Part D of Schedule 2 (Conditions precedent).
(c) In order Other than to accommodate the extent that the Majority Lenders notify the Agent in writing to the contrary before the Agent gives the notification described in paragraph (ib) above, the Lenders authorise (but do not require) the addition of a Subsidiary as an Additional Borrower or (ii) extensions of credit Agent to an Additional Borrower, in each case, where one or more Revolving Lenders are legally able and willing to lend Revolving Loans to, and participate in Letters of Credit issued for the account of, such Subsidiary, but other Revolving Lenders are not so able and willing, the Administrative give that notification. The Agent shall not be permittedliable for any damages, with the consent costs or losses whatsoever as a result of the Parent Borrower and the Required Lenders, to effect such changes to the provisions of this Agreement as it reasonably believes are appropriate in order for such provisions to operate in a customary and usual manner for “multiple-currency” syndicated lending agreements to a corporation and certain of its foreign subsidiaries, all with the intention of providing provisions for the Revolving Lenders who are so able and willing to extend credit to such Subsidiaries and for the other Revolving Lenders not to be required to do so. Prior to effecting giving any such changes, the Administrative Agent shall give all Revolving Lenders at least five Business Days’ notice thereof and an opportunity to comment thereonnotification.
Appears in 2 contracts
Samples: Facility Agreement (NorthStar Healthcare Income, Inc.), Facility Agreement (Northstar Realty Finance Corp.)
Additional Borrowers. (a) The Parent Lead Borrower may at any time, with upon not less than 15 Business Days’ notice from the prior consent of Lead Borrower to the Administrative Agent (or such consent not to shorter period as may be unreasonably withheld or delayedagreed by the Administrative Agent in its sole discretion), add as a party to this Agreement designate any Wholly Owned Material Subsidiary to be an Additional Borrower. Upon satisfaction of the conditions specified in Section 5.3, such Subsidiary shall for all purposes be a party hereto as an Additional Borrower as fully as if it had executed and delivered this Agreement, and the Borrowers shall be jointly and severally liable for the Obligations (limited to, with respect to any Borrower that is a Foreign Subsidiary, Domestic Subsidiary of the Obligations of Foreign Loan Parties). The Administrative Agent shall notify the Revolving Lenders at least five Business Days prior Lead Borrower (an “Applicant Borrower”) as a Borrower to granting such consent and, if any Revolving Lender notifies the Administrative Agent within five Business Days that it is not permitted receive Loans hereunder by applicable Requirements of Law or any of its organizational policies to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account of, the relevant Subsidiary, shall withhold such consent (which shall not be deemed to have been unreasonably withheld) or shall give such consent only upon effecting changes to the provisions of this Agreement as are contemplated by paragraph (c) of this Section 10.21 that will assure that such Revolving Lender is not required to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account of, such Subsidiary.
(b) So long as the principal of and interest on any Loans made to any Additional Borrower under this Agreement shall have been paid in full and all other obligations of such Additional Borrower under this Agreement (other than contingent indemnification obligations) shall have been fully performed, the Parent Borrower may, by not less than five Business Days’ prior notice delivering to the Administrative Agent (which shall promptly notify deliver counterparts thereof to each Lender) a duly executed Borrower Request and Assumption Agreement. The parties hereto acknowledge and agree that prior to any Applicant Borrower becoming entitled to utilize the relevant credit facilities provided for herein the Administrative Agent and the Lenders thereof)shall have received such supporting resolutions, terminate such Subsidiary’s status as an “Additional Borrower”.
(c) In order to accommodate (i) the addition incumbency certificates, opinions of a Subsidiary as an Additional Borrower counsel and other documents or (ii) extensions of credit to an Additional Borrowerinformation, in each caseform and substance reasonably satisfactory to the Administrative Agent, where one or more Revolving Lenders are legally able and willing to lend Revolving Loans toas may be required by the Administrative Agent in its reasonable discretion, and participate in Letters Notes signed by such new Borrowers to the extent any Lenders so require and the Applicant Borrower shall have complied with the terms and conditions of Credit issued for Sections 6.11 and 6.13 as if such Applicant Borrower were a Restricted Subsidiary referenced therein. If the account ofAdministrative Agent agrees that an Applicant Borrower shall be entitled to receive such Loans hereunder, then promptly following receipt of all such Subsidiaryrequested resolutions, but incumbency certificates, opinions of counsel and other Revolving Lenders are not so able and willingdocuments or information, the Administrative Agent shall be permitted, with send Borrower Notice to the consent of the Parent Lead Borrower and the Required LendersLenders specifying the effective date upon which the Applicant Borrower shall constitute a Borrower for purposes hereof, whereupon each of the Lenders agrees to effect permit such changes Borrower to receive such Loans hereunder, on the provisions terms and conditions set forth herein, and each of the parties agrees that such Borrower otherwise shall be a Borrower for all purposes of this Agreement as it reasonably believes are appropriate in order for such provisions Agreement.
(b) The Lead Borrower may from time to operate in a customary and usual manner for “multiple-currency” syndicated lending agreements to a corporation and certain of its foreign subsidiariestime, all with the intention of providing provisions for the Revolving Lenders who are so able and willing to extend credit to such Subsidiaries and for the other Revolving Lenders upon not to be required to do so. Prior to effecting any such changes, the Administrative Agent shall give all Revolving Lenders at least five less than 15 Business Days’ notice thereof from the Lead Borrower to the Administrative Agent (or such shorter period as may be agreed by the Administrative Agent in its sole discretion), terminate a Borrower’s status as such, provided that there are no outstanding Loans payable by such Borrower, or other amounts payable by such Borrower on account of any Loans made to it, as of the effective date of such termination; provided, further no Borrower’s status shall be terminated as such until and an opportunity unless such Borrower satisfies the requirements of Sections 6.11 and 6.13 to comment thereonbecome a Guarantor as if such Borrower were the Restricted Subsidiary referenced therein. The Administrative Agent will promptly notify the Lenders of any such termination of a Borrower’s status.
Appears in 2 contracts
Samples: Credit Agreement (Performance Food Group Co), Credit Agreement (Performance Food Group Co)
Additional Borrowers. The Company may, upon not less than ten (a10) The Business Days’ written notice (or such shorter period as may be agreed by the Administrative Agent) to the Administrative Agent and the Lenders, request that the Administrative Agent approve the designation of any Domestic Restricted Subsidiary (an “Applicant Borrower”) that is a Wholly-Owned Subsidiary of the Parent as an Additional Borrower may at any time, with hereunder by delivery to the prior consent Administrative Agent of an Additional Borrower Joinder Agreement executed by such Domestic Restricted Subsidiary and the Company. An Applicant Borrower shall become an Additional Borrower upon (i) the approval of the Administrative Agent on behalf of the Lenders, and (ii) the receipt by the Administrative Agent of the Company’s written approval of such consent not to be unreasonably withheld amendments or delayed), add as a party other modifications to this Agreement any Wholly Owned Subsidiary and the other Loan Documents, if any, as may reasonably be requested by the Administrative Agent to be an Additional Borrower. Upon satisfaction effect the addition of the conditions specified in Section 5.3, such Subsidiary shall for all purposes be a party hereto Applicant Borrower as an Additional Borrower as fully as if (collectively, the “Applicant Borrower Amendments”), it had being understood, notwithstanding anything to the contrary in Section 11.02, that any Applicant Borrower Amendments shall be effective when executed and delivered this Agreement, by the Company and the Borrowers shall be jointly and severally liable for the Obligations (limited to, with respect to any Borrower that is a Foreign Subsidiary, the Obligations of Foreign Loan Parties)Administrative Agent. The Administrative Agent shall notify the Revolving Lenders at least five Business Days prior to granting such consent and, if any Revolving Lender notifies the Administrative Agent within five Business Days that it is not permitted by applicable Requirements of Law or any of its organizational policies to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account of, the relevant Subsidiary, shall withhold such consent (which shall not be deemed to have been unreasonably withheld) or shall give such consent only upon effecting changes send a notice to the provisions Lenders specifying the effective date upon which the requested Applicant Borrower shall constitute an Additional Borrower for purposes hereof, whereupon each of the Lenders agrees to permit such Additional Borrower to receive Loans hereunder, on the terms and conditions set forth herein (as amended by the Applicant Borrower Amendments), and each of the parties hereto agrees that such Applicant Borrower shall for all purposes of this Agreement as are contemplated by paragraph (c) of this Section 10.21 that will assure that such Revolving Lender is not required to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account of, such Subsidiary.
(b) So long as the principal of be a party hereto and interest on any Loans made to any an Additional Borrower under this Agreement shall have been paid in full and all other obligations of such Additional Borrower under this Agreement (other than contingent indemnification obligations) shall have been fully performed, the Parent Borrower may, by not less than five Business Days’ prior notice to the Administrative Agent (which shall promptly notify the relevant Lenders thereof), terminate such Subsidiary’s status as an “Additional Borrower”Agreement.
(c) In order to accommodate (i) the addition of a Subsidiary as an Additional Borrower or (ii) extensions of credit to an Additional Borrower, in each case, where one or more Revolving Lenders are legally able and willing to lend Revolving Loans to, and participate in Letters of Credit issued for the account of, such Subsidiary, but other Revolving Lenders are not so able and willing, the Administrative Agent shall be permitted, with the consent of the Parent Borrower and the Required Lenders, to effect such changes to the provisions of this Agreement as it reasonably believes are appropriate in order for such provisions to operate in a customary and usual manner for “multiple-currency” syndicated lending agreements to a corporation and certain of its foreign subsidiaries, all with the intention of providing provisions for the Revolving Lenders who are so able and willing to extend credit to such Subsidiaries and for the other Revolving Lenders not to be required to do so. Prior to effecting any such changes, the Administrative Agent shall give all Revolving Lenders at least five Business Days’ notice thereof and an opportunity to comment thereon.
Appears in 2 contracts
Samples: Revolving Credit and Guaranty Agreement (Blue Apron Holdings, Inc.), Revolving Credit and Guaranty Agreement (Blue Apron Holdings, Inc.)
Additional Borrowers. (a) The Parent Borrower may at any time, with the prior consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed), add as a party to this Agreement any Wholly Owned Subsidiary to be an Additional Borrower. Upon satisfaction of the conditions specified in Section 5.3, such Subsidiary shall for all purposes be a party hereto as an Additional Borrower as fully as if it had executed and delivered this Agreement, and the Borrowers shall be jointly and severally liable for the Obligations (limited to, with respect to any Borrower that is a Foreign Subsidiary, the Obligations of Foreign Loan Parties). The Administrative Agent shall notify the Revolving Lenders at least five Business Days prior to granting such consent and, if any Revolving Lender notifies the Administrative Agent within five Business Days that it is not permitted by applicable Requirements of Law or any of its organizational policies to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account of, the relevant Subsidiary, shall withhold such consent (which shall not be deemed to have been unreasonably withheld) or shall give such consent only upon effecting changes to the provisions of this Agreement as are contemplated by paragraph (c) of this Section 10.21 that will assure that such Revolving Lender is not required to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account of, such Subsidiary.
(b) So long as the principal of and interest on any Loans made to any Additional Borrower under this Agreement shall have been paid in full and all other obligations of such Additional Borrower under this Agreement (other than contingent indemnification obligations) shall have been fully performed, the Parent Borrower may, by not less than five 15 Business Days’ prior written notice to the Administrative Agent (which or such shorter period as may be agreed by the Administrative Agent in its sole discretion), request the designation of any wholly-owned domestic Restricted Subsidiary as a “Borrower” to receive extensions of credit hereunder. The Administrative Agent shall promptly notify the relevant Lenders thereof), terminate such Subsidiary’s status as an “Additional Borrower”.
(c) In order to accommodate (i) the addition of a Subsidiary as an Additional Borrower or (ii) extensions of credit to an Additional Borrower, in each case, where one or more Revolving Lenders are legally able and willing to lend Revolving Loans to, and participate in Letters of Credit issued for the account of, such Subsidiary, but other Revolving Lenders are not so able and willingLenders. Thereafter, the Administrative Agent shall send a joinder agreement or other similar agreement in form and substance satisfactory to the Administrative Agent specifying the effective date upon which such wholly-owned domestic Restricted Subsidiary shall constitute a Borrower for purposes hereof. Upon the execution of such agreement by the Parent, such Restricted Subsidiary and the Administrative Agent, such Restricted Subsidiary shall be permitted, with the consent of the Parent a Borrower and permitted to receive extensions of credit hereunder, on the Required Lendersterms and conditions set forth herein and therein, to effect and such changes to the provisions Restricted Subsidiary otherwise shall be a Borrower for all purposes of this Agreement as it reasonably believes are appropriate Agreement; provided that no Loan Notice or Application may be submitted by or on behalf of such newly-designated Borrower until the date 5 Business Days after such effective date. The parties hereto acknowledge and agree that, prior to any wholly-owned domestic Restricted Subsidiary becoming entitled to utilize the credit facilities provided for in order for such provisions to operate in a customary and usual manner for “multiple-currency” syndicated lending agreements to a corporation and certain of its foreign subsidiaries, all with the intention of providing provisions for the Revolving Lenders who are so able and willing to extend credit to such Subsidiaries and for the other Revolving Lenders not to be required to do so. Prior to effecting any such changesthis Agreement, the Administrative Agent and the Lenders shall give all Revolving Lenders at least five have received such supporting resolutions, incumbency certificates, opinions of counsel, “know-your-customer” information and other documents or information, in form, content and scope reasonably satisfactory to the Administrative Agent, as may be required by the Administrative Agent in its reasonable discretion.
(b) The Parent may from time to time, upon not less than 10 Business Days’ written notice thereof and an opportunity to comment thereonthe Administrative Agent (or such shorter period as may be agreed by the Administrative Agent in its sole discretion), terminate a Restricted Subsidiary’s status as a “Borrower”, provided that there are no outstanding credit extensions payable by such Borrower, or other amounts payable by such Borrower on account of any credit extensions made to it, as of the effective date of such termination. The Administrative Agent will promptly notify the Lenders of any such termination of a Borrower’s status.
Appears in 2 contracts
Samples: Credit Agreement (SunCoke Energy, Inc.), Credit Agreement (SunCoke Energy, Inc.)
Additional Borrowers. The Parent may request that any of its wholly-owned Subsidiaries becomes an Additional Borrower. Any such Subsidiary shall become an Additional Borrower upon the satisfaction of the following conditions:
(a) The each Lender (acting reasonably) approves the addition of that Subsidiary as an Additional Borrower (it being understood that a Lender shall be deemed to have acted reasonably in withholding its approval if (i) it is unlawful for such Lender to make Loans under this Agreement to the proposed “Additional Borrower,” (ii) such Lender cannot or has not determined that it is lawful to do so, (iii) the making of a Loan to the proposed “Additional Borrower” might subject such Lender to adverse tax consequences, (iv) such Lender is required or has determined that it is prudent to register or file in the jurisdiction of formation or organization of the proposed Additional Borrower and it does not wish to do so or (v) that such Lender is restricted by operational or administrative procedures or other applicable internal policies from extending credit under this Agreement to Persons in the jurisdiction in which such Subsidiary is located);
(b) the Parent delivers to the Administrative Agent a Borrower may at any timeAccession Notice and such other documentation and legal opinions the Administrative Agent shall reasonably request, with the prior consent of each in form and substance satisfactory to the Administrative Agent (such consent not including (i) “Know your customer” documentation and (ii) to be unreasonably withheld or delayed), add the extent any Borrower qualifies as a party “legal entity customer” under the Beneficial Ownership Regulation, a Beneficial Ownership Certification, each in form and substance satisfactory to this Agreement any Wholly Owned Subsidiary to be an Additional Borrower. Upon satisfaction of the conditions specified in Section 5.3, such Subsidiary shall for all purposes be a party hereto as an Additional Borrower as fully as if it had executed and delivered this Agreement, each Lender and the Borrowers Administrative Agent which shall be jointly and severally liable for the Obligations (limited to, with respect to any Borrower that is a Foreign Subsidiary, the Obligations of Foreign Loan Parties). The Administrative Agent shall notify the Revolving Lenders received at least five Business Days prior to granting its succession hereof);
(c) no Default or Event of Default is continuing or would result therefrom and each of the representations and warranties in the Loan Documents shall be true and correct after giving effect thereto as if made on such consent date (and the Parent has certified the same in writing); and, if any Revolving Lender notifies
(d) to the Administrative Agent within five Business Days that it extent such Additional Borrower is not permitted by applicable Requirements of Law or any of its organizational policies a Person incorporated in Switzerland and/or is a Swiss tax resident for Withholding Tax purposes and is subject to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans the Swiss Guidelines:
(i) such Additional Borrower shall constitute a “Swiss Additional Borrower” for the account of, the relevant Subsidiary, shall withhold such consent all purposes under this Agreement; and
(which shall not be deemed to have been unreasonably withheldii) or shall give such consent only upon effecting changes to the provisions of this Agreement as are contemplated by paragraph (c) of this Section 10.21 that will assure that such Revolving Lender is not required they relate to make Revolving Loans to, a Swiss Borrower or participate in Letters of Credit or Swingline Loans for the account of, such Subsidiary.
(b) So long as the principal of and interest on any Loans made to any Swiss Additional Borrower under this Agreement shall have been paid in full reviewed and all other obligations approved by counsel of such Additional Borrower under this Agreement (other than contingent indemnification obligations) shall have been fully performed, the Parent Borrower may, by not less than five Business Days’ prior notice to the Administrative Agent (which shall promptly notify at the relevant Lenders thereof), terminate such SubsidiaryParent’s status as an “Additional Borrower”.
(c) In order to accommodate (i) the addition of a Subsidiary as an Additional Borrower or (ii) extensions of credit to an Additional Borrower, in each case, where one or more Revolving Lenders are legally able and willing to lend Revolving Loans toexpense, and participate in Letters any corresponding amendments to the Loan Documents resulting from such review may be executed with the approval of Credit issued for the account of, such Subsidiary, but other Revolving Lenders are not so able and willing, the Administrative Agent shall be permittedand the Parent, with each in their sole discretion, without the requirement to obtain the consent of the Parent Borrower and the Required Lenders, to effect such changes to the provisions of this Agreement as it reasonably believes are appropriate in order for such provisions to operate in a customary and usual manner for “multiple-currency” syndicated lending agreements to a corporation and certain of its foreign subsidiaries, all with the intention of providing provisions for the Revolving Lenders who are so able and willing to extend credit to such Subsidiaries and for the other Revolving Lenders not to be required to do so. Prior to effecting any such changes, the Administrative Agent shall give all Revolving Lenders at least five Business Days’ notice thereof and an opportunity to comment thereon.
Appears in 2 contracts
Samples: Senior Unsecured Sustainability Linked Revolving Credit Agreement (Teva Pharmaceutical Industries LTD), Senior Unsecured Revolving Credit Agreement (Teva Pharmaceutical Industries LTD)
Additional Borrowers. (a) The Parent Borrower Company may at from time to time upon not less than ten (10) Domestic Business Days’ notice cause any timeEligible Subsidiary to become eligible to borrow under Section 2.01 by delivering to the Administrative Agent an Election to Participate with respect to such Eligible Subsidiary. Following the delivery of an Election to Participate, if such election obligates the Administrative Agent or any Bank to comply with “know your customer” or similar identification procedures in circumstances where the prior consent necessary information is not already available to it, the Company shall, promptly upon the request of the Administrative Agent (or any Bank, supply such consent not documentation and other evidence as is reasonably requested by the Administrative Agent or any Bank in order for the Administrative Agent or such Bank to carry out and be unreasonably withheld satisfied it has complied with the results of all necessary “know your customer” or delayed)other similar checks under all applicable laws and regulations, add including, a Beneficial Ownership Certification in relation to any such Eligible Borrower to the extent such Eligible Borrower qualifies as a party “legal entity customer” under the Beneficial Ownership Regulation. The eligibility of any such Eligible Borrower to this Agreement any Wholly Owned Subsidiary borrow under said Sections shall terminate (x) when the Administrative Agent receives an Election to be an Additional Borrower. Upon satisfaction of the conditions specified in Section 5.3, such Subsidiary shall for all purposes be a party hereto as an Additional Borrower as fully as if it had executed and delivered this Agreement, and the Borrowers shall be jointly and severally liable for the Obligations (limited to, Terminate with respect to such Eligible Borrower or (y) upon a change (such change, a “Change in Jurisdiction”) in the jurisdiction of organization or formation of such Eligible Borrower (other than a change from one State of the United States to another State of the United States); provided that the Company may at any time after such termination, subject to compliance with this Section 2.18 (assuming that such Eligible Borrower that is was an Eligible Subsidiary for purposes of the fifth paragraph hereof) and Section 3.03, cause such Eligible Borrower to become eligible to borrow under Section 2.01 by delivering to the Administrative Agent an Election to Participate with respect to such Eligible Borrower. Each Election to Participate delivered to the Administrative Agent shall be duly executed on behalf of the relevant Eligible Subsidiary and the Company, and each Election to Terminate delivered to the Administrative Agent shall be duly executed on behalf of the Company. The delivery of an Election to Terminate with respect to an Eligible Borrower or a Foreign Subsidiary, Change in Jurisdiction of an Eligible Borrower shall not affect any obligation of the Obligations of Foreign Loan Parties)relevant Eligible Borrower theretofore incurred. The Administrative Agent shall notify promptly (i) give notice to the Revolving Lenders at least five Business Days prior Banks of its receipt of any Election to granting Participate, Election to Terminate or notice of a change in the jurisdiction of organization or formation of an Eligible Borrower pursuant to Section 5.01(j) and (ii) provide such consent andElection to Participate or Election to Terminate to each Bank. Any Bank may, if any Revolving Lender notifies with notice to the Administrative Agent within five Business Days that it is and the Company, fulfill its Commitment to any Eligible Borrower not permitted by applicable Requirements organized under the laws of Law the United States or any State thereof by causing an Affiliate of such Bank to act as the Bank in respect of such Eligible Borrower; provided that, for all purposes of voting or consenting with respect to (a) any amendment, supplementation or modification of any Loan Document, (b) any waiver of any requirements of any Loan Document or any Default or Event of Default and its organizational policies to make Revolving Loans toconsequences, or participate in Letters (c) any other matter as to which a Bank may vote or consent pursuant to Section 11.06 of Credit or Swingline Loans for the account ofthis Agreement, the relevant SubsidiaryBank making such election shall be deemed the “Person” rather than such Affiliate, shall withhold such consent (which shall not be deemed entitled to have been unreasonably withheld) vote or shall give such consent only upon effecting changes consent. As soon as practicable after receiving notice from the Company or the Administrative Agent of the Company’s intent to designate any Eligible Subsidiary that is not organized under the laws of the United States or any State thereof as a Borrower, and in any event within two Domestic Business Days after the delivery of an executed Election to Participate to the provisions of this Agreement as are contemplated by paragraph (c) of Administrative Agent pursuant to this Section 10.21 2.18(a) with respect to such Eligible Subsidiary, any Bank that will assure that such Revolving Lender is not required to make Revolving Loans prohibited by law or by any bona fide policy of general applicability from lending to, or participate in Letters of Credit or Swingline Loans establishing credit for the account ofof and/or doing any business whatsoever with Persons in the jurisdiction of such Eligible Subsidiary directly or through an Affiliate of such Bank as provided in the immediately preceding paragraph (a “Protesting Bank”) shall so notify the Company and the Administrative Agent in writing. With respect to each Protesting Bank, the Company shall, effective on or before the date that such SubsidiaryEligible Borrower shall have the right to borrow hereunder, either (A) notify the Administrative Agent and such Protesting Bank that the Commitments of such Protesting Bank shall be terminated; provided that such Protesting Bank shall have received payment of an amount equal to the outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder (notwithstanding any provision herein providing that such amounts shall be applied to the Banks ratably), or (B) cancel its request to designate such Eligible Subsidiary as an “Eligible Borrower” hereunder.
(b) So long as the principal If (i) an Eligible Borrower at any time ceases to be an Eligible Borrower (by reason of and interest on any Loans made an Election to any Additional Borrower under this Agreement shall have been paid in full and all other obligations of such Additional Borrower under this Agreement (other than contingent indemnification obligations) shall have been fully performed, the Parent Borrower may, by not less than five Business Days’ prior notice Terminate being delivered to the Administrative Agent (which shall promptly notify Agent, by reason of an Eligible Subsidiary no longer being a Wholly-Owned Consolidated Subsidiary of the relevant Lenders thereof)Parent, terminate such Subsidiary’s status as an “Additional Borrower”.
(c) In order to accommodate (i) the addition by reason of a Subsidiary as Change in Jurisdiction of an Additional Eligible Borrower or otherwise) or (ii) extensions an Event of credit Default specified in Section 6.01(g) or Section 6.01(h) occurs with respect to an Additional Eligible Borrower, in each case, where one or more Revolving Lenders are legally able and willing to lend Revolving Loans to, and participate in Letters of Credit issued for the account of, such Subsidiary, but other Revolving Lenders are not so able and willing, the Administrative Agent shall be permitted, with the consent of the Parent Borrower and the Required Lenders, to effect such changes to the provisions of this Agreement as it reasonably believes are appropriate in order for such provisions to operate in a customary and usual manner for “multiple-currency” syndicated lending agreements to a corporation and certain of its foreign subsidiaries, all with the intention of providing provisions for the Revolving Lenders who are so able and willing to extend credit to such Subsidiaries and for the other Revolving Lenders not to be required to do so. Prior to effecting any such changes, the Administrative Agent shall give all Revolving Lenders at least five Business Days’ notice thereof and an opportunity to comment thereon.:
Appears in 2 contracts
Samples: 364 Day Revolving Credit Agreement (Eaton Corp PLC), Revolving Credit Agreement (Eaton Corp PLC)
Additional Borrowers. (a) The parties hereto agree that wholly owned Domestic Subsidiaries that are not Borrowers as of the Closing Date may enter into and become a party to this Agreement by executing a New Borrower Agreement. Upon execution and delivery after the date hereof by the Administrative Agent, the Collateral Agent and such a wholly owned Subsidiary of a New Borrower Agreement, such Subsidiary shall become a Borrower hereunder with the same force and effect as if originally named as a Borrower herein. The Parent Borrower may at terminate any timeSubsidiary Borrower's interests, with the prior consent of rights and obligations under this Agreement by executing and delivering to the Administrative Agent (a Subsidiary Borrower Termination with respect to such consent not Subsidiary, whereupon such Subsidiary shall cease to be unreasonably withheld a Subsidiary Borrower and a party to this Agreement. Notwithstanding the preceding sentence, no Subsidiary Borrower Termination will become effective as to any Subsidiary Borrower at a time when any principal of or delayed)interest on any Loan to such Subsidiary Borrower shall be outstanding hereunder, add PROVIDED that such Subsidiary Borrower Termination shall be effective to terminate such Subsidiary Borrower's right to make further Borrowings under this Agreement unless and until such Subsidiary executes subsequent to such termination a New Borrower Agreement. The execution and delivery of a New Borrower Agreement or a Subsidiary Borrower Termination shall not require the consent of any other Borrower hereunder. The rights and obligations of each Borrower hereunder shall remain in full force and effect notwithstanding the addition of any new Borrower or termination of any Borrower as a party to this Agreement any Wholly Owned Subsidiary to be an Additional Borrower. Upon satisfaction of the conditions specified in Section 5.3, such Subsidiary shall for all purposes be a party hereto as an Additional Borrower as fully as if it had executed and delivered this Agreement, and the Borrowers shall be jointly and severally liable for the Obligations (limited to, with respect to any Borrower that is a Foreign Subsidiary, the Obligations of Foreign Loan Parties). The Administrative Agent shall notify the Revolving Lenders at least five Business Days prior to granting such consent and, if any Revolving Lender notifies the Administrative Agent within five Business Days that it is not permitted by applicable Requirements of Law or any of its organizational policies to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account of, the relevant Subsidiary, shall withhold such consent (which shall not be deemed to have been unreasonably withheld) or shall give such consent only upon effecting changes to the provisions of this Agreement as are contemplated by paragraph (c) of this Section 10.21 that will assure that such Revolving Lender is not required to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account of, such Subsidiary.
(b) So long as the principal of and interest on any Loans made to any Additional Borrower under this Agreement shall have been paid in full and all other obligations of such Additional Borrower under this Agreement (other than contingent indemnification obligations) shall have been fully performed, the Parent Borrower may, by not less than five Business Days’ prior notice to the Administrative Agent (which shall promptly notify the relevant Lenders thereof), terminate such Subsidiary’s status as an “Additional Borrower”.
(c) In order to accommodate (i) the addition of a Subsidiary as an Additional Borrower or (ii) extensions of credit to an Additional Borrower, in each case, where one or more Revolving Lenders are legally able and willing to lend Revolving Loans to, and participate in Letters of Credit issued for the account of, such Subsidiary, but other Revolving Lenders are not so able and willing, the Administrative Agent shall be permitted, with the consent of the Parent Borrower and the Required Lenders, to effect such changes to the provisions of this Agreement as it reasonably believes are appropriate in order for such provisions to operate in a customary and usual manner for “multiple-currency” syndicated lending agreements to a corporation and certain of its foreign subsidiaries, all with the intention of providing provisions for the Revolving Lenders who are so able and willing to extend credit to such Subsidiaries and for the other Revolving Lenders not to be required to do so. Prior to effecting any such changes, the Administrative Agent shall give all Revolving Lenders at least five Business Days’ notice thereof and an opportunity to comment thereon.
Appears in 2 contracts
Samples: Credit Agreement (Magellan Health Services Inc), Credit Agreement (Magellan Health Services Inc)
Additional Borrowers. Other investment companies (a) The Parent Borrower may at any timeor series of investment companies), in addition to those Borrowers which are original signatories to this Agreement, may, with the written approval of all the Banks, become parties to this Agreement and be deemed Tranche A Borrowers for all purposes of this Agreement by executing an instrument substantially in the form of Exhibit G hereto (with such changes therein may be approved by the Banks), which instrument shall (i) have attached to it a copy of this Agreement (as the same may have been amended) with a revised Allocation Notice reflecting the participation of such additional investment company and (ii) be accompanied by the documents and instruments required to be delivered by the Borrowers pursuant to Section 3.1 hereof, including, without limitation, an opinion of counsel for such Borrower, in a form reasonably satisfactory to the Administrative Agent and its counsel; provided, however, that no such additional Borrower shall be added unless the Banks consent, except that (A) to the extent an existing Borrower converts to a “master/feeder” structure, no consent shall be required for the master trust in such structure to become a Borrower hereunder after such conversion, provided the converting Borrower ceases to be a Borrower hereunder on or prior to such conversion and (B) to the extent that an existing Borrower which is a “master trust” is merged into (or transfers all or substantially all of its assets and liabilities to) its feeder fund (the “Former Feeder Fund”), no consent shall be required for such Former Feeder Fund to become a Borrower if in connection with such merger or transfer such Former Feeder Fund shall hold all or substantially all the assets and liabilities of the prior master trust, and prior to such merger or transfer, such Former Feeder Fund shall have no Debt. Additional Borrowers may be added to this Agreement only once per each calendar quarter. Notwithstanding the above paragraph, the Banks hereby agree that, at any time within 60 days after the Effective Date and without further consent of the Banks, those investment companies identified on Schedule 8.7 hereto may be added as Borrowers under this Agreement, provided that all of the requirements (other than the further consent of the Banks) of this Section 8.7 have been met. The Administrative Agent shall give prompt notice to the Banks of any such addition of new Borrowers under this paragraph and shall deliver to the Banks copies of such documents delivered to it in connection therewith. No investment company (such consent not to or series of an investment company) shall be unreasonably withheld or delayed), add admitted as a party to this Agreement any Wholly Owned Subsidiary to be an Additional Borrower. Upon satisfaction of as a Borrower unless at the conditions specified in Section 5.3, such Subsidiary shall for all purposes be a party hereto as an Additional Borrower as fully as if it had executed and delivered this Agreement, and the Borrowers shall be jointly and severally liable for the Obligations (limited to, with respect to any Borrower that is a Foreign Subsidiary, the Obligations of Foreign Loan Parties). The Administrative Agent shall notify the Revolving Lenders at least five Business Days prior to granting such consent and, if any Revolving Lender notifies the Administrative Agent within five Business Days that it is not permitted by applicable Requirements of Law or any of its organizational policies to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account of, the relevant Subsidiary, shall withhold such consent (which shall not be deemed to have been unreasonably withheld) or shall give such consent only upon effecting changes to the provisions of this Agreement as are contemplated by paragraph (c) of this Section 10.21 that will assure that such Revolving Lender is not required to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account of, such Subsidiary.
(b) So long as the principal of and interest on any Loans made to any Additional Borrower under this Agreement shall have been paid in full and all other obligations time of such Additional Borrower under this Agreement (other than contingent indemnification obligations) shall have been fully performed, the Parent Borrower may, by not less than five Business Days’ prior notice to the Administrative Agent (which shall promptly notify the relevant Lenders thereof), terminate such Subsidiary’s status as an “Additional Borrower”.
(c) In order to accommodate admission and after giving effect thereto: (i) the addition of a Subsidiary as an Additional Borrower or representations and warranties set forth in Article IV hereof shall be true and correct with respect to such Borrower; (ii) extensions of credit to an Additional Borrower, in each case, where one or more Revolving Lenders are legally able and willing to lend Revolving Loans to, and participate in Letters of Credit issued for the account of, such Subsidiary, but other Revolving Lenders are not so able and willing, the Administrative Agent Borrower shall be permitted, in compliance in all material respects with the consent all of the Parent Borrower terms and provisions set forth herein on its part to be observed or performed at the Required Lenders, to time of the admission and after giving effect such changes to the provisions thereto; and (iii) no Default or Event of this Agreement as it reasonably believes are appropriate in order for such provisions to operate in a customary and usual manner for “multiple-currency” syndicated lending agreements to a corporation and certain of its foreign subsidiaries, all Default with the intention of providing provisions for the Revolving Lenders who are so able and willing to extend credit respect to such Subsidiaries Borrower shall have occurred and for the other Revolving Lenders not to be required to do so. Prior to effecting any such changes, the Administrative Agent shall give all Revolving Lenders at least five Business Days’ notice thereof and an opportunity to comment thereoncontinuing.
Appears in 2 contracts
Samples: Credit Agreement, Credit Agreement (Blackrock Funds)
Additional Borrowers. (a) The Parent Subject to compliance with any applicable know your customer requirements, the Company may request that any of its wholly owned European Subsidiaries which is not a Dormant Subsidiary and which is not incorporated in France becomes a Borrower. That Subsidiary shall become an Additional Borrower may at any time, with if:
(i) it is incorporated in the prior consent same jurisdiction as an existing Borrower or in the Netherlands or otherwise if all the Lenders approve the accession of the Administrative Agent (such consent not to be unreasonably withheld or delayed), add that Subsidiary as a party to this Agreement any Wholly Owned Subsidiary to be an Additional Borrower. Upon satisfaction ;
(ii) it represents to each Finance Party on each Accession Date that all amounts payable by it under the Finance Documents may be made free and clear of the conditions specified in Section 5.3and without any Tax Deduction or, if a Tax Deduction is required to be paid:
(A) it undertakes that such Subsidiary shall for all purposes be a party hereto as an Additional Borrower as fully as if it had executed and delivered this Agreement, and the Borrowers amounts shall be jointly increased as may be necessary so that the amount payable is equal to the amount had no such Tax Deduction been made; and
(B) it agrees that any right of prepayment and severally liable for the Obligations cancellation in accordance with Clause 10.6 (limited to, with respect to any Borrower that is Right of repayment and cancellation of a Foreign Subsidiary, the Obligations of Foreign Loan Parties). The Administrative Agent shall notify the Revolving Lenders at least five Business Days prior to granting single Lender) resulting from such consent and, if any Revolving Lender notifies the Administrative Agent within five Business Days that it is not permitted by applicable Requirements of Law or any of its organizational policies to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account of, the relevant Subsidiary, shall withhold such consent (which Tax Deduction shall not be deemed to have been unreasonably withheldapplicable;
(iii) or shall give such consent only upon effecting changes the Company and that Subsidiary deliver to the provisions Facility Agent a duly completed and executed Accession Agreement;
(iv) the Company confirms that no Default is continuing or would occur as a result of this Agreement as are contemplated by paragraph that Subsidiary becoming an Additional Borrower; and
(cv) the Facility Agent has received all of this Section 10.21 the documents and other evidence listed in Part 3 of Schedule 2 (Conditions Precedent) in relation to that will assure that such Revolving Lender is not required Additional Borrower, each in form and substance satisfactory to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account of, such SubsidiaryFacility Agent.
(b) So long as the principal of and interest on any Loans made to any Additional Borrower under this Agreement The Facility Agent shall have been paid in full and all other obligations of such Additional Borrower under this Agreement (other than contingent indemnification obligations) shall have been fully performed, the Parent Borrower may, by not less than five Business Days’ prior notice to the Administrative Agent (which shall promptly notify the relevant Company and the Lenders thereofpromptly upon being satisfied that it has received (in form and substance satisfactory to it) all the documents and other evidence listed in Part 3 of Schedule 2 (Conditions Precedent), terminate such Subsidiary’s status as an “Additional Borrower”.
(c) In order to accommodate (i) Delivery of an Accession Agreement, entered into by the addition of a relevant Subsidiary as an Additional Borrower or (ii) extensions of credit to an Additional Borrower, in each case, where one or more Revolving Lenders are legally able and willing to lend Revolving Loans to, and participate in Letters of Credit issued for the account of, such Subsidiary, but other Revolving Lenders are not so able and willing, the Administrative Agent shall be permitted, with the consent of the Parent Borrower and the Required LendersCompany, to effect such changes to the provisions of this Agreement as it reasonably believes Facility Agent constitutes confirmation by that Subsidiary and the Company that the Repeating Representations are appropriate in order for such provisions to operate in a customary and usual manner for “multiple-currency” syndicated lending agreements to a corporation and certain of its foreign subsidiaries, all with the intention of providing provisions for the Revolving Lenders who are so able and willing to extend credit to such Subsidiaries and for the other Revolving Lenders not to be required to do so. Prior to effecting any such changes, the Administrative Agent shall give all Revolving Lenders at least five Business Days’ notice thereof and an opportunity to comment thereonthen correct.
Appears in 2 contracts
Samples: Credit Facility Agreement (PPG Industries Inc), Credit Facility (PPG Industries Inc)
Additional Borrowers. Holdings may from time to time request that (ax) The Parent Borrower may at any timeone or more additional Domestic Subsidiaries be added as Borrowers under the Term A Facility, with a Term B Facility and the prior consent Revolving Credit Facility and/or (y) one or more additional Foreign Subsidiaries be added as Borrowers under the Revolving Credit Facility, in each case, which request shall be subject to the approval of the Administrative Agent and each of the Term A Lenders, Term B Lenders and Revolving Credit Lenders (in the case of such Domestic Subsidiaries) or the Administrative Agent and each of the Revolving Credit Lenders (in the case of such Foreign Subsidiaries). If (1) the Administrative Agent and all Term A Lenders. Term B Lenders and Revolving Credit Lenders consent not to the addition of such Domestic Subsidiary as a Term A Borrower under the Term A Facility, as a Term B Borrower under a Term B Facility and a Revolving Credit Borrower under the Revolving Credit Facility and (2) the Administrative Agent and all Revolving Credit Lenders consent to the addition of such Foreign Subsidiary as a Revolving Credit Borrower under the Revolving Credit Facility, in each case, such Subsidiary shall be required to execute and deliver to the Administrative Agent a Borrower Joinder Agreement and shall take all action in connection therewith (a) if such Borrower is a Domestic Subsidiary, as would otherwise have been required to cause the Collateral and Guaranty Requirements and the requirements set forth in Section 6.11 to be unreasonably withheld or delayedsatisfied as if such Subsidiary had been a Loan Party on the Restatement Date and (b) if such Borrower is a Foreign Subsidiary, as are deemed reasonably necessary by the Administrative Agent to provide that the Obligations of such additional Borrower be, to the extent permitted by law, guaranteed and secured on terms no less favorable than those contained in the Collateral and Guaranty Requirements and, in the case of each of clauses (a) and (b), add shall deliver to the Administrative Agent such Organization Documents, resolutions, certificates, legal opinions, lien searches and other information (including information to allow the Administrative Agent and the Lenders to comply with applicable “know your customer” and anti-money laundering rules and regulations, including the Act) and documents as the Administrative Agent shall reasonably request. Any Subsidiary that becomes a party to this Agreement any Wholly Owned Subsidiary pursuant to this Section 1.09 shall thereupon be an Additional Borrower. Upon satisfaction of the conditions specified in Section 5.3, such Subsidiary shall deemed for all purposes to be a party hereto Revolving Credit Borrower under the Revolving Credit Facility hereunder and/or a Term A Borrower under the Term A Facility hereunder, and/or a Term B Borrower under a Term B Facility hereunder as an Additional applicable. Notwithstanding anything in Section 11.01(a) to the contrary, each Borrower as fully as if it had executed and delivered Joinder Agreement may, without the consent of any other Lenders (but subject to the approval by the Lenders to the addition of such U.S. Borrower or the approval by the Revolving Credit Lenders to the addition of such Foreign Borrower), effect such amendments to this Agreement, Agreement and the Borrowers shall other Loan Documents (which may take the form of amendments and restatements) as may be jointly and severally liable for necessary or appropriate, in the Obligations (limited to, with respect to any Borrower that is a Foreign Subsidiary, the Obligations opinion of Foreign Loan Parties). The Administrative Agent shall notify the Revolving Lenders at least five Business Days prior to granting such consent and, if any Revolving Lender notifies the Administrative Agent within five Business Days that it is not permitted by applicable Requirements of Law or any of its organizational policies Agent, to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account of, the relevant Subsidiary, shall withhold such consent (which shall not be deemed to have been unreasonably withheld) or shall give such consent only upon effecting changes to effect the provisions of this Agreement as are contemplated by paragraph (c) Section 1.09, including, in the case of this Section 10.21 that will assure that such Revolving Lender is not required to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account of, such Subsidiary.
(b) So long as the principal of and interest on any Loans made to any Additional Borrower under this Agreement shall have been paid in full and all other obligations of such Additional Borrower under this Agreement (other than contingent indemnification obligations) shall have been fully performed, the Parent Borrower may, by not less than five Business Days’ prior notice to the Administrative Agent (which shall promptly notify the relevant Lenders thereof), terminate such Subsidiary’s status as an “Additional Borrower”.
(c) In order to accommodate (i) the addition of a Subsidiary as an Additional Borrower or (ii) extensions of credit to an Additional Foreign Borrower, amendments limiting the amount available to be borrowed by such Foreign Borrower and any other Foreign Borrower organized in each casethe same jurisdiction (it being understood that entities formed under the laws of different states, where one provinces or more Revolving Lenders are legally able and willing to lend Revolving Loans to, and participate in Letters other localities of Credit issued for the account of, such Subsidiary, but other Revolving Lenders are not so able and willing, the Administrative Agent same country as that of a Borrower shall be permittedconsidered to be of the same jurisdiction as such Foreign Subsidiary) to a specified U.S. Dollar Equivalent of any Alternative Currency, or to effect any other amendments that shall give effect to any conditions associated with the consent of the Parent Borrower and the Required Lenders, to effect such changes appropriate Lenders to the provisions addition of such U.S. Borrower or Foreign Borrower. For the avoidance of doubt, Domestic Subsidiaries of Holdings that become Borrowers pursuant to this Agreement as it reasonably believes are appropriate in order for such provisions to operate in a customary and usual manner for “multiple-currency” syndicated lending agreements to a corporation and certain Section 1.09 shall become Borrowers under each of its foreign subsidiaries, all with the intention of providing provisions for the Revolving Lenders who are so able and willing to extend credit to such Subsidiaries and for the other Revolving Lenders not to be required to do so. Prior to effecting any such changesCredit Facility, the Administrative Agent Term A Facility and a Term B Facility, as applicable, and Foreign Subsidiaries of Holdings that become Borrowers pursuant to this Section 1.09 shall give all become Borrowers solely under the Revolving Lenders at least five Business Days’ notice thereof and an opportunity to comment thereonCredit Facility.
Appears in 2 contracts
Samples: Credit Agreement (ACCO BRANDS Corp), Credit Agreement (ACCO BRANDS Corp)
Additional Borrowers. (a) The Parent Borrower Any Subsidiary of KDG (other than an Unrestricted Subsidiary) may at any time, with the prior consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed), add as a party to this Agreement any Wholly Owned Subsidiary to be an Additional Borrower. Upon satisfaction of the conditions specified in Section 5.3, such Subsidiary shall for all purposes be a party hereto as become an Additional Borrower as fully as if it had executed and delivered this Agreement, and the Borrowers shall be jointly and severally liable for the Obligations (limited to, with respect to any Borrower that is a Foreign Subsidiary, the Obligations of Foreign Loan Parties). The Administrative Agent shall notify the Revolving Lenders at least five Business Days prior to granting such consent and, if any Revolving Lender notifies the Administrative Agent within five Business Days that it is not permitted by applicable Requirements of Law or any of its organizational policies to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account of, the relevant Subsidiary, shall withhold such consent (which shall not be deemed to have been unreasonably withheld) or shall give such consent only upon effecting changes to the provisions of this Agreement as are contemplated by paragraph (c) of this Section 10.21 that will assure that such Revolving Lender is not required to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account of, such Subsidiaryexecuting an Obligor Accession Deed.
(b) So long as The Facility Agent (acting on the principal instructions of and interest the Majority Lenders) may impose such limitations on any Loans made to any the ability of an Additional Borrower to borrow under this Agreement shall have been paid in full and all other obligations of such Additional Borrower under this Agreement any Facility (other than contingent indemnification obligations) shall have been fully performedthan, in respect of an Add-On Facility, the Parent Borrower may, by not less than five Business Days’ prior notice to the Administrative Agent (which shall promptly notify original borrowers named in the relevant Lenders thereofAdd-On Facility Accession Agreement) as it deems reasonably necessary (acting reasonably), terminate such Subsidiary’s status as an “Additional Borrower”.
(c) In order to accommodate The prior consent of all the Lenders is required if the Additional Borrower is not incorporated or established in Germany.
(id) Until the addition Facility Agent notifies the other Finance Parties and KDG that the documents and evidence listed in Part 2 of a Subsidiary as Schedule 2 supplied by an Additional Borrower or are in form and substance satisfactory to the Facility Agent (ii) extensions of credit to an acting reasonably), that Additional BorrowerBorrower may not use any Facility (other than, in each caserespect of an Add-On Facility, where one or more Revolving Lenders the original borrowers named in the relevant Add-On Facility Accession Agreement). The Facility Agent must give this notification as soon as reasonably practicable after receipt of such documents and evidence in form and substance satisfactory to it (acting reasonably).
(e) Delivery of an Obligor Accession Deed, executed by the relevant Subsidiary and KDG, to the Facility Agent constitutes confirmation by that Subsidiary and KDG that the Repeating Representations are legally able and willing to lend Revolving Loans tothen correct.
(f) KDG shall, and participate in Letters of Credit issued for the account of, such Subsidiary, but other Revolving Lenders are not so able and willing, the Administrative Agent shall be permitted, with the consent procure that each member of the Parent Borrower and Group shall, promptly give the Required Lenders, to effect such changes Facility Agent all assistance it requires in relation to the provisions of security to be granted pursuant to this Agreement as it reasonably believes are appropriate including promptly answering all reasonable questions of the Facility Agent and its advisors in order for such provisions relation to operate in a customary and usual manner for “multiple-currency” syndicated lending agreements to a corporation and certain the assets of its foreign subsidiaries, all with the intention of providing provisions for the Revolving Lenders who are so able and willing to extend credit to such Subsidiaries and for the other Revolving Lenders not to be required to do so. Prior to effecting any such changes, the Administrative Agent shall give all Revolving Lenders at least five Business Days’ notice thereof and an opportunity to comment thereonGroup.
Appears in 2 contracts
Samples: Senior Credit Agreement (Kabel Deutschland Vertrieb Und Service GmbH & Co. KG), Senior Credit Agreement (Kabel Deutschland GmbH)
Additional Borrowers. (a) The Parent Borrower Company may at any time, with upon not less than ten (10) Business Days’ notice to the prior consent Administrative Agent, designate any Wholly-Owned Subsidiary of the Administrative Agent (such consent not to be unreasonably withheld Company that is organized under the laws of the United States or delayed), add a State thereof as a party to this Agreement any Wholly Owned Subsidiary to be Borrower (each such Subsidiary, an “Additional Borrower. Upon satisfaction of the conditions specified in Section 5.3, such Subsidiary shall for all purposes be a party hereto as an Additional Borrower as fully as if it had executed and delivered this Agreement, and the Borrowers shall be jointly and severally liable for the Obligations (limited to, with respect ”) to any Borrower that is a Foreign Subsidiary, the Obligations of Foreign Loan Parties). The Administrative Agent shall notify the Revolving Lenders at least five Business Days prior to granting such consent and, if any Revolving Lender notifies the Administrative Agent within five Business Days that it is not permitted by applicable Requirements of Law or any of its organizational policies to make Revolving Loans to, or participate in request Letters of Credit or Swingline and Loans for the account of, the relevant Subsidiary, shall withhold such consent (which shall not be deemed to have been unreasonably withheld) or shall give such consent only upon effecting changes to the provisions of this Agreement as are contemplated hereunder by paragraph (c) of this Section 10.21 that will assure that such Revolving Lender is not required to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account of, such Subsidiary.
(b) So long as the principal of and interest on any Loans made to any Additional Borrower under this Agreement shall have been paid in full and all other obligations of such Additional Borrower under this Agreement (other than contingent indemnification obligations) shall have been fully performed, the Parent Borrower may, by not less than five Business Days’ prior notice delivering to the Administrative Agent (which shall promptly notify deliver counterparts thereof to each Lender) a duly executed notice and agreement in substantially the relevant Lenders thereof), terminate such Subsidiary’s status as form of Exhibit H-1 (an “Additional BorrowerBorrower Joinder Agreement”.
(c) In order ). As a condition to accommodate (i) the addition of a Subsidiary as an any Additional Borrower or (ii) extensions of joining this Agreement as a Borrower and becoming entitled to utilize the credit to an Additional Borrower, in each case, where one or more Revolving Lenders are legally able and willing to lend Revolving Loans to, and participate in Letters of Credit issued facilities provided for the account of, such Subsidiary, but other Revolving Lenders are not so able and willingherein, the Administrative Agent shall be permittedhave received such supporting resolutions, with the consent incumbency certificates, opinions of counsel and other documents or information that it may reasonably request and any information reasonably necessary for any Lender to satisfy its “know-your-customer” obligations as required by law. Promptly following receipt of the Parent executed Additional Borrower Joinder Agreement and the Required Lendersall such requested resolutions, to effect such changes to the provisions incumbency certificates, opinions of this Agreement as it reasonably believes are appropriate in order for such provisions to operate in a customary counsel and usual manner for “multiple-currency” syndicated lending agreements to a corporation and certain of its foreign subsidiaries, all with the intention of providing provisions for the Revolving Lenders who are so able and willing to extend credit to such Subsidiaries and for the other Revolving Lenders not to be required to do so. Prior to effecting any such changesdocuments or information, the Administrative Agent shall give notify the Company and the Lenders specifying the effective date upon which the Additional Borrower shall constitute a Borrower for purposes hereof, whereupon such Additional Borrower may request Letters of Credit and Loans hereunder on the terms and conditions set forth herein, and each of the parties agrees that such Additional Borrower otherwise shall be a Borrower for all Revolving Lenders at least five Business Days’ notice thereof and an opportunity to comment thereonpurposes of this Agreement.
Appears in 2 contracts
Samples: Credit Agreement (Unum Group), Credit Agreement (Unum Group)
Additional Borrowers. (a) The Any Subsidiary of the Company shall have the right to become a "Borrower" hereunder, and to borrow hereunder subject to the terms and conditions hereof applicable to a Borrower and to the following additional conditions:
(i) the Company shall deliver a notice in substantially the form of Exhibit I hereto (a "Notice of Additional Borrower") signed by such Subsidiary and countersigned by the Parent Borrower may at any time, with and the prior consent of Company to the Administrative Agent (and the Banks stating that such consent not Subsidiary desires to become a "Borrower" under this Agreement and agrees to be unreasonably withheld or delayed), add as a party bound by the terms hereof. From the time of receipt of such Notice of Additional Borrower by the Administrative Agent and the Banks and subject to this Agreement any Wholly Owned Subsidiary to be an the satisfaction of each condition precedent contained in such Notice of Additional Borrower. Upon satisfaction of the conditions specified in Section 5.3, such Subsidiary shall for all purposes be a party hereto as an "Borrower" hereunder with all of the rights and obligations of a Borrower hereunder; provided, however, that the Company may revoke a Notice of Additional Borrower as fully as if it had executed and delivered this Agreement, and the Borrowers shall be jointly and severally liable for the Obligations (limited to, with respect to any Subsidiary (other than the Company) upon five Business Days' written notice to the Administrative Agent, so long as such Borrower that has no Obligations outstanding. No Notice of Additional Borrower relating to a Subsidiary may be revoked as to amounts owed by such Subsidiary to the Banks under this Agreement or any Notes or when an irrevocable notice pursuant to subsection 2.3, or a notice of acceptance pursuant to subsection 3.1 or 4.2, has been given by such Subsidiary as a Borrower and is effective;
(ii) if such Subsidiary is a Foreign Subsidiary, if reasonably requested by the Obligations Majority Banks, such Notice of Foreign Loan Parties). The Administrative Agent Additional Borrower shall notify be accompanied by an opinion of counsel for such Subsidiary as specified in paragraph 4(a)(ii) of such Notice of Additional Borrower;
(iii) and the Revolving Lenders at least five Business Days prior to granting other conditions set forth in such consent and, if any Revolving Lender notifies the Administrative Agent within five Business Days that it is not permitted by applicable Requirements Notice of Law or any of its organizational policies to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account of, the relevant Subsidiary, Additional Borrower shall withhold such consent (which shall not be deemed to have been unreasonably withheld) or shall give such consent only upon effecting changes to satisfied (including the provisions representations and warranties contained therein being true and correct as of this Agreement as are contemplated by paragraph (c) of this Section 10.21 that will assure that such Revolving Lender is not required to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account of, such Subsidiarydate thereof).
(b) So long as the principal Promptly, upon receipt of and interest on any Loans made to any Notice of Additional Borrower under this Agreement shall have been paid in full and all other obligations of such Additional Borrower under this Agreement (other than contingent indemnification obligations) shall have been fully performed, the Parent Borrower may, by not less than five Business Days’ prior notice to the Administrative Agent (which shall promptly notify the relevant Lenders thereof), terminate such Subsidiary’s status as an “Additional Borrower”.
(c) In order to accommodate (i) the addition of a Subsidiary as an Additional Borrower or (ii) extensions of credit to an Additional Borrower, in each case, where one or more Revolving Lenders are legally able and willing to lend Revolving Loans to, and participate in Letters of Credit issued for the account of, such Subsidiary, but other Revolving Lenders are not so able and willingAgent, the Administrative Agent shall be permittednotify each Bank thereof, with the consent and shall deliver to each Bank copies of the Parent Borrower and the Required Lenders, each document delivered to effect such changes to the provisions of this Agreement as it reasonably believes are appropriate in order for such provisions to operate in a customary and usual manner for “multiple-currency” syndicated lending agreements to a corporation and certain of its foreign subsidiaries, all with the intention of providing provisions for the Revolving Lenders who are so able and willing to extend credit to such Subsidiaries and for the other Revolving Lenders not to be required to do so. Prior to effecting any such changes, the Administrative Agent shall give all Revolving Lenders at least five Business Days’ notice thereof and an opportunity pursuant to comment thereonsuch Notice of Additional Borrower.
Appears in 2 contracts
Samples: 364 Day Credit Agreement (Wr Grace & Co/De), 364 Day Credit Agreement (W R Grace & Co)
Additional Borrowers. (ai) The Parent Borrower may at any time, with the prior consent of the Administrative Agent (such consent not Subject to be unreasonably withheld or delayedSection 10.21(b)(ii), add as a party to this Agreement any Wholly Owned Subsidiary to be an Additional Borrower. Upon satisfaction of the conditions specified in Section 5.3, such Subsidiary shall for all purposes be a party hereto as an Additional Borrower as fully as if it had executed and delivered this Agreement, and the Borrowers shall be jointly and severally liable for the Obligations (limited to, with respect to any Borrower that is a Foreign Subsidiary, the Obligations of Foreign Loan Parties). The Administrative Agent shall notify the Revolving Lenders at least five Business Days prior to granting such consent and, if any Revolving Lender notifies the Administrative Agent within five Business Days that it is not permitted by applicable Requirements of Law Company or any of its organizational policies to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account of, the relevant Subsidiary, shall withhold such consent (which shall not be deemed to have been unreasonably withheld) or shall give such consent only upon effecting changes to the provisions of this Agreement as are contemplated by paragraph (c) of this Section 10.21 that will assure that such Revolving Lender is not required to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account of, such Subsidiary.
(b) So long as the principal of and interest on any Loans made to any Additional Borrower under this Agreement shall have been paid in full and all other obligations of such Additional Borrower under this Agreement (other than contingent indemnification obligations) shall have been fully performed, the Permitted Affiliate Parent Borrower may, by upon not less than five Business Days’ prior written notice to the Administrative Agent (which shall promptly notify Agent, request that it or any Permitted Affiliate Parent, any Affiliate Subsidiary or any Wholly Owned Subsidiary that is a member of the relevant Lenders thereof), terminate such Subsidiary’s status as Restricted Group becomes an “Additional Borrower”Borrower under this Agreement.
(cii) In order Any such Person referred to accommodate in Section 10.21(b)(i) may become an Additional Borrower with respect to a Facility if:
(iA) it is incorporated, registered or organized under the laws of an Approved Key Jurisdiction for that Facility (provided that, where such Additional Borrower is incorporated in Barbados, such entity shall only be deemed to satisfy this requirement if it is established as a body corporate which is the holder of a Foreign Currency Permit pursuant to the Foreign Currency Permit Act of the laws of Barbados or any other regime which provides the same or substantially similar benefits thereto in Barbados) or the Required Lenders under such Facility have approved the addition of that Person as an Additional Borrower;
(B) such Person and the Company deliver to the Administrative Agent a Subsidiary duly completed and executed joinder agreement in form and substance reasonably satisfactory to the Administrative Agent pursuant to which such Person agrees to become a party to this Agreement as an Additional Borrower;
(C) the Company confirms that no Event of Default is continuing or would occur as a result of such Person becoming an Additional Borrower;
(D) the Administrative Agent (for and on behalf of the Lenders) shall have received, at least three Business Days prior to the date of accession of such Person as an Additional Borrower, all documentation and other information about such Person required under applicable “know your customer” and anti-money laundering rules and regulations, including under the Beneficial Ownership Regulations (such information to include, for the avoidance of doubt, a Beneficial Ownership Certification for each entity that qualifies as a “legal entity customer” thereunder) and the USA Patriot Act, and satisfactory to each Finance Party (acting reasonably), that has been requested by the Administrative Agent (for itself or on behalf of any Lender) or any Lender (through the Administrative Agent and for itself) in writing at least ten days prior to the date of accession of such Person as an Additional Borrower;
(E) the Administrative Agent has received all of the documents and other evidence listed in Schedule 10.21 in relation to such Person, each in form and substance reasonably satisfactory to the Administrative Agent; and
(F) such Person shall have entered into all documentation required for it to (1) accede to (x) this Agreement as an Additional Borrower or and (iiy) extensions of credit to an Additional Borrower, in each case, where one or more Revolving Lenders are legally able and willing to lend Revolving Loans to, and participate in Letters of Credit issued for the account ofextent required by any Intercreditor Agreement, such Subsidiary, but Intercreditor Agreement as a “debtor” (or other Revolving Lenders are not so able and willing, relevant capacity) and/or to (2) have acknowledged any Intercreditor Agreement in the manner contemplated thereby.
(iii) The Administrative Agent shall be permitted, with notify the consent of the Parent Borrower Company and the Required LendersLenders promptly upon being satisfied that the conditions specified in Section 10.21(b)(ii) (and, to effect such changes to in the provisions case of this Agreement as it reasonably believes are appropriate in order for such provisions to operate in a customary and usual manner for “multiple-currency” syndicated lending agreements to a corporation and certain of its foreign subsidiariesany Permitted Affiliate Parent, all with the intention of providing provisions for the Revolving Lenders who are so able and willing to extend credit to such Subsidiaries and for the other Revolving Lenders not to be required to do so. Prior to effecting any such changes, the Administrative Agent shall give all Revolving Lenders at least five Business Days’ notice thereof and an opportunity to comment thereonSection 10.21(a)) have been satisfied.
Appears in 2 contracts
Samples: Additional Facility Joinder Agreement (Liberty Latin America Ltd.), Extension Amendment (Liberty Latin America Ltd.)
Additional Borrowers. (a) The Parent Borrower may at any time, with From time to time on or after the prior consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed), add as a party to this Agreement any Wholly Owned Subsidiary to be an Additional Borrower. Upon satisfaction of the conditions specified in Section 5.3, such Subsidiary shall for all purposes be a party hereto as an Additional Borrower as fully as if it had executed and delivered this AgreementClosing Date, and the Borrowers shall be jointly and severally liable for the Obligations (limited to, with respect to any Borrower that is a Foreign Subsidiary, the Obligations of Foreign Loan Parties). The Administrative Agent shall notify the Revolving Lenders at least five Business Days prior to granting such consent and, if any Revolving Lender notifies the Administrative Agent within five Business Days that it is not permitted by applicable Requirements of Law or any of its organizational policies to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account of, the relevant Subsidiary, shall withhold such consent (which shall not be deemed to have been unreasonably withheld) or shall give such consent only upon effecting changes to the provisions of this Agreement as are contemplated by paragraph (c) of this Section 10.21 that will assure that such Revolving Lender is not required to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account of, such Subsidiary.
(b) So long as the principal of and interest on any Loans made to any Additional Borrower under this Agreement shall have been paid in full and all other obligations of such Additional Borrower under this Agreement (other than contingent indemnification obligations) shall have been fully performed, the Parent Borrower may, by not less than five three Business Days’ prior notice to the Administrative Agent (which shall promptly notify or such shorter period as the relevant Lenders thereofAdministrative Agent may agree), terminate subject to completion of customary “know your customer” procedures and delivery of related information, the Parent may designate any Subsidiary Guarantor as an additional Borrower (each such Subsidiary’s status as person, an “Additional Borrower”) under the Revolving Facility, an Incremental Revolving Facility, an Additional Revolving Facility or a Replacement Revolving Facility, provided that such person prior to or contemporaneously with becoming an Additional Borrower (i) is incorporated in an Approved Jurisdiction and (ii) in the case of an Additional Borrower under any Incremental Revolving Facility or Additional Revolving Facility, is approved by the relevant Incremental Revolving Facility Lenders or Additional Revolving Lenders, as applicable.
(b) Once a person has become an Additional Borrower in accordance with clause (a) above, it (i) shall be a “Borrower” in respect of the applicable Facility and will have the right to request Revolving Loans or Letters of Credit, as the case may be, in accordance with Article 2 hereof until the earlier to occur of the applicable Maturity Date or the date on which such Additional Borrower resigns as an Additional Borrower in accordance with clause (c) below.
(c) In order An Additional Borrower may elect to accommodate resign as an Additional Borrower; provided that: (i) no Default or Event of Default is continuing or would result from the addition resignation of such Additional Borrower, (ii) such resigning Additional Borrower has delivered to the Administrative Agent a Subsidiary written notice of resignation and (iii) its obligations in its capacity as Guarantor continue to be legal, valid, binding and enforceable and in full force and effect. Upon satisfaction of the requirements in sub-clauses (i), (ii) and (iii) of this clause (c), the relevant Additional Borrower shall cease to be an Additional Borrower and a Borrower.
(d) Each Borrower hereby designates the Parent as its agent and representative. The Parent may act as the agent of any Borrower for the purposes of (i) delivering Borrowing Requests, continuation or conversion notices and other notices pursuant to Article 2 hereof (and for the purpose of giving instructions with respect to the disbursement of the proceeds of any such Loans or the issuance of any Letters of Credit), (ii) delivering and receiving all other notices, consents, certificates and similar instruments contemplated hereunder or under any of the other Loan Documents and (iii) taking all other actions (including in respect of compliance with covenants and certifications) on behalf of any Borrower under any Loan Document. The Parent hereby accepts such appointment.
(e) In respect of a Loan or Loans to a particular Additional Borrower (“Designated Loans”), any Lender (a “Designating Lender”) may at any time and from time to time designate (by written notice to the Administrative Agent and the Parent): (i) a substitute lending office from which it will make Designated Loans (a “Substitute Facility Office”) or (ii) extensions nominate an Affiliate to act as the Lender of credit Designated Loans (a “Substitute Affiliate Lender”). A notice to an Additional Borrower, nominate a Substitute Affiliate Lender must be in each case, where one or more Revolving Lenders are legally able the form set out in Exhibit O and willing to lend Revolving be countersigned by the relevant Substitute Affiliate Lender confirming it will be bound as a Lender under this Agreement in respect of the Designated Loans to, and participate in Letters respect of Credit issued which it acts as Substitute Affiliate Lender. The Designating Lender will act as the representative of any Substitute Affiliate Lender it nominates for the account of, such Subsidiary, but other Revolving Lenders are not so able and willingall administrative purposes under this Agreement. The Borrowers, the Administrative Agent and the other Loan Parties will be entitled to deal only with the Designating Lender, except that payments will be made in respect of Designated Loans to the lending office of the Substitute Affiliate Lender. In particular the Loans, Commitments, LC Exposure and Swingline Exposure of the Designating Lender will not be treated as reduced by the introduction of the Substitute Affiliate Lender for voting purposes under this Agreement or the other Loan Documents and the Substitute Affiliate Lender will be treated as having no Loans, Commitments, LC Exposure or Swingline Exposure for such voting purposes. Save as mentioned in the immediately preceding sentence, a Substitute Affiliate Lender will be treated as a Lender for all purposes under the Loan Documents and having a Loan, Commitment, LC Exposure or Swingline Exposure equal to the principal amount of all Designated Loans in which it is participating if and for so long as it continues to be a Substitute Affiliate Lender under this Agreement. A Designating Lender may revoke its designation of an Affiliate as a Substitute Affiliate Lender by notice in writing to the Administrative Agent and provided that such notice may only take effect when there are no Designated Loans outstanding to the Substitute Affiliate Lender. Upon such Substitute Affiliate Lender ceasing to be a Substitute Affiliate Lender the Designating Lender will automatically assume (and be deemed to assume without further action by any party) all rights and obligations previously vested in the Substitute Affiliate Lender. If a Designating Lender designates a Substitute Facility Office or Substitute Affiliate Lender in accordance with this clause (e): (i) any Substitute Affiliate Lender shall be permitted, with treated for the consent purposes of Section 2.17 as having become a Lender on the Parent Borrower date of this Agreement and the Required Lenders, to effect such changes to (ii) the provisions of this Agreement as it reasonably believes are appropriate Section 10.05 shall not apply to or in order for such provisions to operate in a customary and usual manner for “multiple-currency” syndicated lending agreements to a corporation and certain respect of its foreign subsidiaries, all with the intention of providing provisions for the Revolving Lenders who are so able and willing to extend credit to such Subsidiaries and for the other Revolving Lenders not to be required to do so. Prior to effecting any such changes, the Administrative Agent shall give all Revolving Lenders at least five Business Days’ notice thereof and an opportunity to comment thereonSubstitute Facility Office or Substitute Affiliate Lender.
Appears in 2 contracts
Samples: Credit Agreement (Bausch Health Companies Inc.), Restatement Agreement (Valeant Pharmaceuticals International, Inc.)
Additional Borrowers. (a) The Parent Upon at least ten Business Days’ notice to the Administrative Agent and the relevant Lenders, the Borrower may at designate any timeDomestic Subsidiary as an additional borrower (an “Additional Borrower”), with provided that on or prior to the prior consent effective date of such designation, the Administrative Agent shall have received (i) an assumption agreement to this Agreement in a form reasonably acceptable to the Borrower and the Administrative Agent (such consent not to be unreasonably withheld or delayedan “Assumption Agreement”), add executed by such Subsidiary, (ii) a long form good standing certificate or equivalent thereof for such Subsidiary from its jurisdiction of organization or formation (to the extent relevant in such jurisdiction), (iii) such other documentation, opinions and/or certificates as a party the Administrative Agent may reasonably request (including, without limitation, documentation as any Lender may reasonably request, through the Administrative Agent, that is required in order to comply with any applicable “know your customer” laws) and (iv) to the extent necessary in the determination of the Administrative Agent, an amendment to this Agreement any Wholly Owned Subsidiary to be an (including, without limitation, provisions providing for joint and several liability of the Borrower and such Additional Borrower), and any other Loan Document. Upon satisfaction of the conditions specified in Section 5.3such delivery, such Subsidiary shall for all purposes of this Agreement be a party hereto as an Additional Borrower as fully as if it had executed and delivered a party to this Agreement, and the Borrowers shall be jointly and severally liable for the Obligations (limited to, with respect to any Borrower that is a Foreign Subsidiary, the Obligations of Foreign Loan Parties). The Administrative Agent shall notify the Revolving Lenders at least five Business Days prior to granting such consent and, if any Revolving Lender notifies the Administrative Agent within five Business Days that it is not permitted by applicable Requirements of Law or any of its organizational policies to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account of, the relevant Subsidiary, shall withhold such consent (which shall not be deemed to have been unreasonably withheld) or shall give such consent only upon effecting changes to the provisions of this Agreement as are contemplated by paragraph (c) of this Section 10.21 that will assure that such Revolving Lender is not required to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account of, such Subsidiary.
(b) So long Each Additional Borrower shall appoint the Borrower as the principal of borrowing agent and interest on any Loans made to any attorney-in-fact for such Additional Borrower, which appointment shall remain in full force and effect unless and until the Administrative Agent shall have received prior written notice that such appointment has been revoked and that another Person has been appointed in such capacity. Each Additional Borrower under this Agreement shall have been paid in full irrevocably appoint and all other obligations of such Additional authorize the Borrower under this Agreement (other than contingent indemnification obligationsor its successor) shall have been fully performed, the Parent Borrower may, by not less than five Business Days’ prior notice (i) to provide to the Administrative Agent (which shall promptly notify and the relevant Lenders thereof), terminate such Subsidiary’s status as an “Additional Borrower”.
(c) In order and receive from the Administrative Agent and the Lenders all notices with respect to accommodate (i) Loans obtained for the addition benefit of a Subsidiary as an any Additional Borrower or and all other notices and instructions under this Agreement and (ii) extensions of credit to an Additional Borrower, in each case, where one or more Revolving Lenders take such action as the Borrower deems appropriate on its behalf to obtain Loans and to exercise such other powers as are legally able and willing reasonably incidental thereto to lend Revolving Loans to, and participate in Letters of Credit issued for carry out the account of, such Subsidiary, but other Revolving Lenders are not so able and willing, the Administrative Agent shall be permitted, with the consent of the Parent Borrower and the Required Lenders, to effect such changes to the provisions purposes of this Agreement as it reasonably believes are appropriate in order for such provisions to operate in a customary and usual manner for “multiple-currency” syndicated lending agreements to a corporation and certain of its foreign subsidiaries, all with the intention of providing provisions for the Revolving Lenders who are so able and willing to extend credit to such Subsidiaries and for the other Revolving Lenders not to be required to do so. Prior to effecting any such changes, the Administrative Agent shall give all Revolving Lenders at least five Business Days’ notice thereof and an opportunity to comment thereonAgreement.
Appears in 2 contracts
Samples: Credit Agreement (Owens Corning), Credit Agreement (Owens Corning)
Additional Borrowers. (a) The On or at any time after the Funding Date, the Parent Borrower may designate any Wholly-Owned Subsidiary of the Parent Borrower as an Additional Borrower by delivery to the Administrative Agent, at any timeleast ten (10) Business Days prior to such designation, with of (i) an Additional Borrower Agreement executed by such Subsidiary, the prior consent Guarantors and the Borrowers, substantially in the form of Exhibit 2.17 hereto (each, an “Additional Borrower Agreement”) and (ii) a written opinion (addressed to the Administrative Agent (and the Lenders) of counsel of such consent not Subsidiary or Subsidiaries, which opinion shall be in form, content and scope reasonably satisfactory to be unreasonably withheld the Administrative Agent, addressing such matters as the Administrative Agent or delayed)any Lender may reasonably request; provided that the Administrative Agent, add as the Issuing Banks and the Lenders shall have received all documentation and other information required by regulatory authorities with respect to such Additional Borrower under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act, that has been reasonably requested by the Administrative Agent and the Lenders a party to this Agreement any Wholly Owned Subsidiary to be an Additional Borrowerreasonable period in advance of such designation. Upon satisfaction delivery of the conditions specified in Section 5.3above-mentioned documents, such Subsidiary shall for all purposes of this Agreement be a party hereto as an Additional Borrower as fully as if it had executed and delivered a party to this Agreement, and the Borrowers shall be jointly and severally liable for the Obligations (limited to, with respect to . Promptly following receipt of any Additional Borrower that is a Foreign SubsidiaryAgreement, the Obligations of Foreign Loan Parties). The Administrative Agent shall notify the Revolving Lenders at least five Business Days prior send a copy thereof to granting such consent and, if any Revolving Lender notifies the Administrative Agent within five Business Days that it is not permitted by applicable Requirements of Law or any of its organizational policies to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account of, the relevant Subsidiary, shall withhold such consent (which shall not be deemed to have been unreasonably withheld) or shall give such consent only upon effecting changes to the provisions of this Agreement as are contemplated by paragraph (c) of this Section 10.21 that will assure that such Revolving Lender is not required to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account of, such Subsidiaryeach Lender.
(b) So long As soon as practicable after receiving notice from the principal Parent Borrower or the Administrative Agent of the Parent Borrower’s intent to designate a Subsidiary as an Additional Borrower, and interest on in any Loans made event at least five (5) Business Days prior to any Additional Borrower under this Agreement shall have been paid in full and all other obligations of the date that such Additional Borrower shall have the right to borrow hereunder, for an Additional Borrower that is organized under this Agreement (the laws of a jurisdiction other than contingent indemnification obligations) of the United States of America, or a political subdivision thereof, or the laws of the Xxxxxx Xxxxxxx, Xxxxxxx, Xxxxxxxxxxx, xxx Xxxxxx Xxxxxxx, the Netherlands, Luxembourg and the British Virgin Islands, or under the laws of any territory of any of the foregoing, any Lender that may not legally lend to, establish credit for the account of and/or do any business whatsoever with such Additional Borrower directly or through an Affiliate of such Lender (a “Protesting Lender”), shall have been fully performedso notify the Parent Borrower and the Administrative Agent in writing. With respect to each Protesting Lender, the Parent Borrower mayshall, by not less than five Business Days’ prior notice effective on or before the date that such Additional Borrower shall have the right to borrow Revolving Loans hereunder, either (A) notify the Administrative Agent and such Protesting Lender that (i) the Commitment of such Protesting Lender shall be terminated or (ii) rights and obligations of such Protesting Lender under this Agreement have been assigned to one or more banks or other financial institutions (which may be, but need not be, one or more existing Lenders) which at the time agree to, in the case of any such Person that is an existing Lender, increase its Commitment and in the case of any other Person become a party to this Agreement; provided that such Protesting Lender shall promptly notify have received payment of an amount equal to the relevant Lenders thereof)outstanding principal of its Revolving Loans and/or unreimbursed Letters of Credit obligations, terminate accrued interest thereon, accrued fees and all other amounts payable to it hereunder or (B) cancel the request to designate such Subsidiary’s status Subsidiary as an “Additional Borrower”” hereunder.
(c) In order to accommodate (i) the addition of a Subsidiary as an Additional Borrower or (ii) extensions of credit to an Additional Borrower, in each case, where one or more Revolving Lenders are legally able and willing to lend Revolving Loans to, and participate in Letters of Credit issued for the account of, such Subsidiary, but other Revolving Lenders are not so able and willing, the Administrative Agent shall be permitted, with the consent of the Parent Borrower and the Required Lenders, to effect such changes to the provisions of this Agreement as it reasonably believes are appropriate in order for such provisions to operate in a customary and usual manner for “multiple-currency” syndicated lending agreements to a corporation and certain of its foreign subsidiaries, all with the intention of providing provisions for the Revolving Lenders who are so able and willing to extend credit to such Subsidiaries and for the other Revolving Lenders not to be required to do so. Prior to effecting any such changes, the Administrative Agent shall give all Revolving Lenders at least five Business Days’ notice thereof and an opportunity to comment thereon.
Appears in 2 contracts
Samples: Senior Secured Revolving Credit Agreement (Paragon Offshore Ltd.), Senior Secured Revolving Credit Agreement (Noble Corp PLC)
Additional Borrowers. If the owner of an Additional Mortgaged Property or a Substitute Mortgaged Property is an Additional Borrower, the owner of such Additional Mortgaged Property or Substitute Mortgaged Property, as the case may be, must demonstrate to the satisfaction of Lender that:
(ai) The Parent the Additional Borrower is a Single-Purpose entity; and
(ii) the Additional Borrower is directly or indirectly wholly-owned by either Guarantor. In addition, on the Closing Date of the addition of an Additional Mortgaged Property or a Substitute Mortgaged Property, the owner of such Additional Mortgaged Property or such Substitute Mortgaged Property, as the case may at any timebe, if such owner is an Additional Borrower, shall become a party to the Contribution Agreement in a manner satisfactory to Lender, shall deliver a Certificate of Borrower Parties in form and substance satisfactory to Lender, and execute and deliver, along with the prior consent other Borrowers, Variable Facility Notes and/or Fixed Facility Notes. Any Additional Borrower of an Additional Mortgaged Property or a Substitute Mortgaged Property which becomes added to the Administrative Agent (Collateral Pool shall be a Borrower for purposes of this Agreement and shall execute and deliver to Lender an amendment adding such consent not to be unreasonably withheld or delayed), add Additional Borrower as a party to this Agreement any Wholly Owned Subsidiary and revising the Exhibits hereto, as applicable, to be an reflect the Additional Borrower. Upon satisfaction of the conditions specified in Section 5.3, such Subsidiary shall for all purposes be a party hereto as an Additional Borrower as fully as if it had executed Mortgaged Property or Substitute Mortgaged Property and delivered this Agreement, and the Borrowers shall be jointly and severally liable for the Obligations (limited to, with respect to any Borrower that is a Foreign Subsidiary, the Obligations of Foreign Loan Parties). The Administrative Agent shall notify the Revolving Lenders at least five Business Days prior to granting such consent and, if any Revolving Lender notifies the Administrative Agent within five Business Days that it is not permitted by applicable Requirements of Law or any of its organizational policies to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account of, the relevant Subsidiary, shall withhold such consent (which shall not be deemed to have been unreasonably withheld) or shall give such consent only upon effecting changes to the provisions of this Agreement as are contemplated by paragraph (c) of this Section 10.21 that will assure that such Revolving Lender is not required to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account of, such Subsidiary.
(b) So long as the principal of and interest on any Loans made to any Additional Borrower under this Agreement shall have been paid in full and all other obligations of such Additional Borrower under this Agreement (other than contingent indemnification obligations) shall have been fully performed, the Parent Borrower may, by not less than five Business Days’ prior notice to the Administrative Agent (which shall promptly notify the relevant Lenders thereof), terminate such Subsidiary’s status as an “Additional Borrower”.
(c) In order to accommodate (i) the addition of a Subsidiary as an Additional Borrower or (ii) extensions of credit to an Additional Borrower, in each case, where one or more Revolving Lenders are legally able and willing case satisfactory to lend Revolving Loans to, and participate in Letters Lender. Upon the release of Credit issued for the account of, such Subsidiary, but other Revolving Lenders are not so able and willinga Mortgaged Property, the Administrative Agent Borrower that owns such Release Mortgaged Property shall automatically without further action be permitted, with the consent of the Parent Borrower released from its obligations under this Agreement and the Required Lenders, to effect other Loan Documents except for any liabilities or obligations of such changes Borrower which arose prior to the provisions Closing Date of this Agreement as it reasonably believes are appropriate in order for such provisions to operate in a customary and usual manner for “multiple-currency” syndicated lending agreements to a corporation and certain of its foreign subsidiaries, all with the intention of providing provisions for the Revolving Lenders who are so able and willing to extend credit to such Subsidiaries and for the other Revolving Lenders not to be required to do so. Prior to effecting any such changes, the Administrative Agent shall give all Revolving Lenders at least five Business Days’ notice thereof and an opportunity to comment thereonrelease.
Appears in 2 contracts
Samples: Master Credit Facility Agreement (Camden Property Trust), Master Credit Facility Agreement (Camden Property Trust)
Additional Borrowers. Holdings may from time to time request that (ax) The Parent Borrower may at any timeone or more additional Domestic Subsidiaries be added as Borrowers under the Term A Facility and the Revolving Credit Facility and/or (y) one or more additional Foreign Subsidiaries be added as Borrowers under the Revolving Credit Facility, with in each case, which request shall be subject to the prior consent approval of the Administrative Agent and each of the Term A Lenders and Revolving Credit Lenders (in the case of such Domestic Subsidiaries) or the Administrative Agent and each of the Revolving Credit Lenders (in the case of such Foreign Subsidiaries). If
(1) the Administrative Agent and all Term A Lenders and Revolving Credit Lenders consent not to the addition of such Domestic Subsidiary as a Term A Borrower under the Term A Facility and a Revolving Credit Borrower under the Revolving Credit Facility and (2) the Administrative Agent and all Revolving Credit Lenders consent to the addition of such Foreign Subsidiary as a Revolving Credit Borrower under the Revolving Credit Facility, in each case, such Subsidiary shall be required to execute and deliver to the Administrative Agent a Borrower Joinder Agreement and shall take all action in connection therewith (a) if such Borrower is a Domestic Subsidiary, as would otherwise have been required to cause the Collateral and Guaranty Requirements and the requirements set forth in Section 6.11 to be unreasonably withheld or delayedsatisfied as if such Subsidiary had been a Loan Party on the Restatement Date and (b) if such Borrower is a Foreign Subsidiary, as are deemed reasonably necessary by the Administrative Agent to provide that the Obligations of such additional Borrower be, to the extent permitted by law, guaranteed and secured on terms no less favorable than those contained in the Collateral and Guaranty Requirements and, in the case of each of clauses (a) and (b), add shall deliver to the Administrative Agent such Organization Documents, resolutions, certificates, legal opinions, lien searches and other information (including information to allow the Administrative Agent and the Lenders to comply with applicable “know your customer” and anti-money laundering rules and regulations, including the Act) and documents as the Administrative Agent shall reasonably request. Any Subsidiary that becomes a party to this Agreement any Wholly Owned Subsidiary pursuant to this Section 1.09 shall thereupon be an Additional Borrower. Upon satisfaction of the conditions specified in Section 5.3, such Subsidiary shall deemed for all purposes to be a party hereto Revolving Credit Borrower under the Revolving Credit Facility hereunder and/or a Term A Borrower under the Term A Facility hereunder, as an Additional applicable. Notwithstanding anything in Section 11.01(a) to the contrary, each Borrower as fully as if it had executed and delivered Joinder Agreement may, without the consent of any other Lenders (but subject to the approval by the Lenders to the addition of such U.S. Borrower or the approval by the Revolving Credit Lenders to the addition of such Foreign Borrower), effect such amendments to this Agreement, Agreement and the Borrowers shall other Loan Documents (which may take the form of amendments and restatements) as may be jointly and severally liable for necessary or appropriate, in the Obligations (limited to, with respect to any Borrower that is a Foreign Subsidiary, the Obligations opinion of Foreign Loan Parties). The Administrative Agent shall notify the Revolving Lenders at least five Business Days prior to granting such consent and, if any Revolving Lender notifies the Administrative Agent within five Business Days that it is not permitted by applicable Requirements of Law or any of its organizational policies Agent, to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account of, the relevant Subsidiary, shall withhold such consent (which shall not be deemed to have been unreasonably withheld) or shall give such consent only upon effecting changes to effect the provisions of this Agreement as are contemplated by paragraph (c) Section 1.09, including, in the case of this Section 10.21 that will assure that such Revolving Lender is not required to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account of, such Subsidiary.
(b) So long as the principal of and interest on any Loans made to any Additional Borrower under this Agreement shall have been paid in full and all other obligations of such Additional Borrower under this Agreement (other than contingent indemnification obligations) shall have been fully performed, the Parent Borrower may, by not less than five Business Days’ prior notice to the Administrative Agent (which shall promptly notify the relevant Lenders thereof), terminate such Subsidiary’s status as an “Additional Borrower”.
(c) In order to accommodate (i) the addition of a Subsidiary as an Additional Borrower or (ii) extensions of credit to an Additional Foreign Borrower, amendments limiting the amount available to be borrowed by such Foreign Borrower and any other Foreign Borrower organized in each casethe same jurisdiction (it being understood that entities formed under the laws of different states, where one provinces or more Revolving Lenders are legally able and willing to lend Revolving Loans to, and participate in Letters other localities of Credit issued for the account of, such Subsidiary, but other Revolving Lenders are not so able and willing, the Administrative Agent same country as that of a Borrower shall be permittedconsidered to be of the same jurisdiction as such Foreign Subsidiary) to a specified U.S. Dollar Equivalent of any Alternative Currency, or to effect any other amendments that shall give effect to any conditions associated with the consent of the Parent appropriate Lenders to the addition of such U.S. Borrower or Foreign Borrower. For the avoidance of doubt, Domestic Subsidiaries of Holdings that become Borrowers pursuant to this Section 1.09 shall become Borrowers under both the Revolving Credit Facility and the Required LendersTerm A Facility, and Foreign Subsidiaries of Holdings that become Borrowers pursuant to effect such changes to the provisions of this Agreement as it reasonably believes are appropriate in order for such provisions to operate in a customary and usual manner for “multiple-currency” syndicated lending agreements to a corporation and certain of its foreign subsidiaries, all with the intention of providing provisions for Section 1.09 shall become Borrowers solely under the Revolving Lenders who are so able and willing to extend credit to such Subsidiaries and for the other Revolving Lenders not to be required to do so. Prior to effecting any such changes, the Administrative Agent shall give all Revolving Lenders at least five Business Days’ notice thereof and an opportunity to comment thereonCredit Facility.
Appears in 2 contracts
Samples: Credit Agreement (ACCO BRANDS Corp), Credit Agreement (ACCO BRANDS Corp)
Additional Borrowers. (a) The Parent If any Person (other than an Excluded Subsidiary or a Sponsored REIT) becomes a Wholly-Owned Subsidiary of any Borrower may or if at any timetime any Person formerly qualifying as an Excluded Subsidiary ceases to meet the requirements for qualification as an Excluded Subsidiary, with the Borrower shall, on or prior consent of to the date that Borrower’s next quarterly Compliance Certificate is due pursuant to Section 6.02(a)(i) cause such Person to become a Borrower by executing and delivering to the Administrative Agent (such consent not to be unreasonably withheld or delayed), add as a party to this Agreement any Wholly Owned Subsidiary to be an Additional Borrower. Upon satisfaction of the conditions specified in Section 5.3, such Subsidiary shall for all purposes be a party hereto as an Additional Borrower as fully as if it had executed and delivered this AgreementJoinder Documents, and the Borrowers Borrower shall be jointly cause such Person to deliver to the Administrative Agent documents of the types referred to in clauses (iii), (iv), (v), (vii) and severally liable for the Obligations (limited toix) of Section 4.01(a) (unless waived by Administrative Agent), all in form, content and scope similar to those provided with respect to the Borrower as of Closing. Notwithstanding the immediately preceding sentence, if the date on which any Person (other than an Excluded Subsidiary or a Sponsored REIT) becomes a Wholly-Owned Subsidiary of any Borrower or if at any time any Person formerly qualifying as an Excluded Subsidiary ceases to meet the requirements for qualification as an Excluded Subsidiary occurs after the end of a fiscal quarter but on or before the date of Borrower’s delivery of the Compliance Certificate for such quarter, the Borrower shall cause such Person to become a Borrower, in the manner described above, on or prior to the date that Borrower’s next quarterly Compliance Certificate is due pursuant to Section 6.02(a)(i). No Person that is not a Foreign Subsidiary, “United States Person” within the Obligations meaning of Foreign Loan Parties). The Administrative Agent shall notify the Revolving Lenders at least five Business Days prior to granting such consent and, if any Revolving Lender notifies the Administrative Agent within five Business Days that it is not permitted by applicable Requirements of Law or any of its organizational policies to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account of, the relevant Subsidiary, shall withhold such consent (which shall not be deemed to have been unreasonably withheld) or shall give such consent only upon effecting changes to the provisions of this Agreement as are contemplated by paragraph (cSection 7701(a)(30) of the Code shall become a Borrower pursuant to this Section 10.21 that will assure that such Revolving Lender is not required to make Revolving Loans to, or participate 6.12(a) unless all Lenders consent thereto in Letters of Credit or Swingline Loans for the account of, such Subsidiarywriting.
(b) So long as the principal Notwithstanding any other provisions of and interest on any Loans made to any Additional Borrower under this Agreement shall have been paid in full and all other obligations of such Additional to the contrary (x) to the extent (I) a Borrower under this Agreement (other than contingent indemnification obligationsFSP) anticipates becoming or intends to become an Excluded Subsidiary, (II) a Borrower (other than FSP) intends to dispose of a Property and/or all or substantially all of its assets, or (III) FSP or a Borrower intends to dispose of its Equity Interests in a Borrower, and (y) the release as a Borrower hereunder of such Borrower referred to in clause (I), Borrower referred to in clause (II) or the Borrower whose Equity Interests are to be disposed of as contemplated by clause (III), as applicable, will not, on a pro forma basis with respect to the financial covenants contained in Section 7.11 hereof, give rise to one or more Defaults and/or Events of Default, such Borrower referred to in clause (I), Borrower referred to in clause (II) or Borrower whose Equity Interests are to be disposed of as contemplated by clause (III), as applicable, shall have been fully performedbe released as a Borrower hereunder and such Person’s Property shall be released from the Unencumbered Asset Pool in accordance with the following:
(i) the Borrower shall deliver to the Administrative Agent, the Parent Borrower may, by not less than five Business Days’ ten (10) days prior notice to the anticipated or intended release of a Wholly-Owned Subsidiary hereunder, a Pro Forma Compliance Certificate of a Responsible Officer of the Borrower in form attached as Exhibit E-2, certifying that, (x) immediately before and immediately after such release the Borrower will be in compliance with the covenants set forth in Section 7.11 of this Agreement, and (y) to such Responsible Officer’s knowledge, immediately prior to such release and immediately following such release, no Default or Event of Default exists or will exist under the Agreement or any of the other Loan Documents; and
(ii) the Borrower or Borrower whose Equity Interests are to be disposed of as contemplated in clause (III) of Section 6.12(b), as applicable, shall automatically be deemed released as a Borrower hereunder, and the applicable Property shall be deemed released from the Unencumbered Asset Pool, effective as of the date of the Disposition of the Property, assets or Equity Interests, as applicable, or financing with Secured Indebtedness of such Person and/or its Property. The Administrative Agent (which shall promptly notify shall, upon written request therefor given by Borrower after such release has become effective, provide a written confirmation of the relevant Lenders thereof), terminate such Subsidiary’s status release of the applicable Person as an “Additional Borrower”obligor hereunder and the other Loan Documents.
(c) In order Notwithstanding any other provisions of this Agreement to accommodate the contrary (x) to the extent the Borrower desires a release of a Property from the Unencumbered Asset Pool but the applicable Borrower owning such Property will not qualify as an Excluded Subsidiary after the release of such Property and (y) the release of such Property hereunder will not, on a pro forma basis with respect to the financial covenants contained in Section 7.11, give rise to one or more Defaults and/or Events of Default, such Property may be released from the Unencumbered Asset Pool (but the Person owning such Property shall not be released as a Borrower hereunder) in accordance with the following:
(i) the addition Borrower shall deliver to the Administrative Agent, not less than ten (10) days prior to the anticipated or intended release of such Property from the Unencumbered Asset Pool a Pro Forma Compliance Certificate of a Subsidiary Responsible Officer of the Borrower in form attached as an Additional Exhibit E-2, certifying that, (x) immediately before and immediately after such release the Borrower will be in compliance with the covenants set forth in Section 7.11 of this Agreement, and (y) to such Responsible Officer’s knowledge, immediately prior to such release and immediately following such release, no Default or Event of Default exists or will exist under the Agreement or any of the other Loan Documents; and
(ii) extensions the applicable Property shall automatically be deemed released from the Unencumbered Asset Pool effective as of credit the date of the Disposition or the date of the financing with Secured Indebtedness of such Property but the Person owning such Property, to the extent not qualifying as an Additional BorrowerExcluded Subsidiary, in each caseshall not be released as a Borrower hereunder.
(d) For purposes of clarification, where one or more Revolving Lenders are legally able and willing (i) the Borrower may, at any time, elect to lend Revolving Loans tocause an Excluded Subsidiary to become a Borrower hereunder, and participate (ii) no assets owned or held directly by any Excluded Subsidiary shall be included in Letters any calculation involving the value of Credit issued or income from Properties comprising of the Unencumbered Asset Pool unless such Excluded Subsidiary is a Borrower as of the date of such calculation and such assets meet the criteria for inclusion in the account of, such Subsidiary, but other Revolving Lenders are not so able and willing, Unencumbered Asset Pool as set forth in the definition of “Unencumbered Asset Pool”.
(e) The Administrative Agent shall be permitted, with the consent of the Parent Borrower and the Required Lenders, to effect such changes will provide notice to the provisions Lenders of any Borrower or Property additions or releases pursuant to this Agreement as it reasonably believes are appropriate in order for such provisions to operate in a customary and usual manner for “multiple-currency” syndicated lending agreements to a corporation and certain of its foreign subsidiaries, all with the intention of providing provisions for the Revolving Lenders who are so able and willing to extend credit to such Subsidiaries and for the other Revolving Lenders not to be required to do so. Prior to effecting any such changes, the Administrative Agent shall give all Revolving Lenders at least five Business Days’ notice thereof and an opportunity to comment thereonSection 6.12.
Appears in 2 contracts
Samples: Credit Agreement (Franklin Street Properties Corp /Ma/), Credit Agreement (Franklin Street Properties Corp /Ma/)
Additional Borrowers. (a) The Parent Notwithstanding anything in Section 11.07 to the contrary, following the Effective Date, the Administrative Borrower may at any time, with request that (x) one or more wholly-owned Domestic Subsidiaries of the prior consent Company (other than AHS East Texas or and Subsidiary of AHS East Texas) that (ii) owns assets that are or that it desires to be included in the Legacy Borrowing Base be added as an additional Legacy Borrower under the Legacy Credit Facility by delivering to the Administrative Agent an Additional Legacy Borrower Agreement executed by such Subsidiary and the Administrative Borrower and (such consent not y) one or more Wholly-Owned Domestic Subsidiaries of AHS East Texas that owns assets that are or that it desires to be unreasonably withheld or delayed), add included in the ETMC Borrowing Base be added as a party to this Agreement any Wholly Owned Subsidiary to be an Additional ETMC Borrower under the ETMC Credit Facility by delivering to the Administrative Agent an Additional ETMC Borrower Agreement executed by such Subsidiary and the Administrative Borrower. Upon satisfaction The assets of such Subsidiary that shall become an Additional Legacy Borrower or an Additional ETMC Borrower shall not be included in the conditions specified in Section 5.3Legacy Borrowing Base or ETMC Borrowing Base, as applicable, until the Administrative Agent and Collateral Agent shall have received and be reasonably satisfied with a Field Exam on such assets from an examiner reasonably acceptable to the Administrative Agent and the Collateral Agent. Such Subsidiary shall for all purposes of this Agreement be a party hereto Legacy Borrower or an ETMC Borrower hereunder after the latest of (i) five (5) Business Days (or such shorter period as an the Administrative Agent shall agree) after delivery of such applicable Additional Borrower as fully as if it had executed Agreement and delivered this Agreement, (ii) receipt by the Lenders under the applicable Revolving Credit Facility and the Borrowers shall be jointly Administrative Agent of such documentation and severally liable other information reasonably requested by the Lenders under the applicable Revolving Credit Facility or the Administrative Agent for the Obligations purposes of complying with all necessary “know your customer” or other similar checks under all applicable laws and regulations (limited toincluding, without limitation, a Beneficial Ownership Certification with respect to such Additional Borrower if requested by any Borrower that is a Foreign Subsidiary, Lender) without any written objection submitted by the Obligations of Foreign Loan Parties). The Administrative Agent shall notify Lenders under the applicable Revolving Lenders at least five Business Days prior to granting such consent and, if any Revolving Lender notifies Credit Facility or the Administrative Agent within five Business Days ten (10) days of the date of receipt of such documentation and other information; provided that it is not permitted by applicable Requirements of Law or any of its organizational policies to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account of, the relevant Subsidiary, (a) each Additional Legacy Borrower and Additional ETMC Borrower shall withhold such consent (which shall not also be deemed to have been unreasonably withheld) or shall give such consent only upon effecting changes to the provisions of this Agreement as are contemplated by paragraph (c) of this Section 10.21 that will assure that such Revolving Lender is not required to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account of, such Subsidiary.
a Guarantor and (b) So long neither the Administrative Agent, the Collateral Agent nor any Lender under the applicable Revolving Credit Facility shall be materially adversely affected by the addition of such Additional Legacy Borrower or Additional ETMC Borrower, as the principal applicable. Any obligations in respect of and interest on Borrowings by any Loans made to any Additional Borrower under this Agreement shall have been paid in full and will constitute “Obligations” for all other obligations purposes of such the Loan Documents. Promptly following receipt of any Additional Borrower under this Agreement (other than contingent indemnification obligations) shall have been fully performed, the Parent Borrower may, by not less than five Business Days’ prior notice to the Administrative Agent (which shall promptly notify the relevant Lenders thereof), terminate such Subsidiary’s status as an “Additional Borrower”.
(c) In order to accommodate (i) the addition of a Subsidiary as an Additional Borrower or (ii) extensions of credit to an Additional Borrower, in each case, where one or more Revolving Lenders are legally able and willing to lend Revolving Loans to, and participate in Letters of Credit issued for the account of, such Subsidiary, but other Revolving Lenders are not so able and willingAgreement, the Administrative Agent shall be permitted, with send a copy thereof to each Lender under the consent of the Parent Borrower and the Required Lenders, to effect such changes to the provisions of this Agreement as it reasonably believes are appropriate in order for such provisions to operate in a customary and usual manner for “multiple-currency” syndicated lending agreements to a corporation and certain of its foreign subsidiaries, all with the intention of providing provisions for the applicable Revolving Lenders who are so able and willing to extend credit to such Subsidiaries and for the other Revolving Lenders not to be required to do so. Prior to effecting any such changes, the Administrative Agent shall give all Revolving Lenders at least five Business Days’ notice thereof and an opportunity to comment thereonCredit Facility.
Appears in 2 contracts
Samples: Abl Credit Agreement (Ardent Health Partners, LLC), Amendment and Restatement Agreement (Ardent Health Partners, LLC)
Additional Borrowers. (a) The Parent Borrower may at any time, with the prior consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed), add as a party to this Agreement any Wholly Owned Subsidiary to be an Additional Borrower. Upon satisfaction of the conditions specified in Section 5.3, such Subsidiary shall for all purposes be a party hereto as an Additional Borrower as fully as if it had executed and delivered this Agreement, and the Borrowers shall be jointly and severally liable for the Obligations (limited to, with respect to any Borrower that is a Foreign Subsidiary, the Obligations of Foreign Loan Parties). The Administrative Agent shall notify the Revolving Lenders at least five Business Days prior to granting such consent and, if any Revolving Lender notifies the Administrative Agent within five Business Days that it is not permitted by applicable Requirements of Law or any of its organizational policies to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account of, the relevant Subsidiary, shall withhold such consent (which shall not be deemed to have been unreasonably withheld) or shall give such consent only upon effecting changes to the provisions of this Agreement as are contemplated by paragraph (c) of this Section 10.21 that will assure that such Revolving Lender is not required to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account of, such Subsidiary.
(b) So long as the principal of and interest on any Loans made to any Additional Borrower under this Agreement shall have been paid in full and all other obligations of such Additional Borrower under this Agreement (other than contingent indemnification obligations) shall have been fully performed, the Parent Borrower may, by not less than five Business Days30 days’ prior notice to the Administrative Agent (or such shorter period of time to which the Administrative Agent may agree), and subject to the written consent of the Revolving Lenders, which consent of each Revolving Lender shall not be unreasonably withheld (it being understood that a Revolving Lender shall be deemed to have acted reasonably in withholding its consent if (i) it is unlawful for such Revolving Lender to make Revolving Loans under this Agreement to the proposed additional Borrower, (ii) such Revolving Lender cannot or has not determined that it is lawful to do so, (iii) the making of a Revolving Loan to the proposed additional Borrower might reasonably be expected to subject such Lender to adverse tax consequences, (iv) such Lender is required or has determined that it is prudent to register or file in the jurisdiction of formation or organization of the proposed additional Borrower and it does not wish to do so or (v) such Lender is restricted by operational or administrative procedures or other applicable internal policies from extending credit under this Agreement to Persons in the jurisdiction in which the proposed additional Borrower is located), the Company may designate one or more Guarantors to be additional joint and several direct Borrowers hereunder by written request to the Administrative Agent accompanied by (a) an executed Assumption Agreement and appropriate Notes (to the extent requested by any Lender) executed by the designated Guarantor, (b) a certificate of good standing of the designated Guarantor in the jurisdiction of its incorporation or organization, (c) a certified resolution of such Guarantor’s board of directors or other governing body authorizing the execution and delivery of the Assumption Agreement and such Notes, (d) a written consent to the Assumption Agreement executed by each Guarantor, (e) appropriate written legal opinions reasonably requested by the Administrative Agent with respect to such new Borrower and the Assumption Agreement covering matters similar to those covered in the opinions delivered on the Closing Date and (f) such documentation and other evidence as is reasonably requested by the Administrative Agent or any Lender in order for the Administrative Agent or such Lender to carry out and be satisfied that it has complied with the results of all necessary “know your customer” or other similar checks under the USA PATRIOT Act, under similar regulations and, if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, and that it is not otherwise prohibited by Law from making Loans to such new Borrower. The Obligations of any additional Borrowers designated pursuant to this Section 2.17 may be limited as to amount as directed by the Company. The Administrative Agent shall promptly notify the relevant Lenders thereof)of such request, terminate together with copies of such Subsidiary’s status as an “Additional Borrower”.
(c) In order to accommodate (i) the addition of a Subsidiary as an Additional Borrower or (ii) extensions of credit to an Additional Borrower, in each case, where one or more Revolving Lenders are legally able and willing to lend Revolving Loans to, and participate in Letters of Credit issued for the account of, such Subsidiary, but other Revolving Lenders are not so able and willing, the Administrative Agent shall be permitted, with the consent of the Parent Borrower foregoing as any Lender may request and the Required Lenders, to effect such changes to the provisions of this Agreement as it reasonably believes are appropriate in order for such provisions to operate in designated Guarantor shall become a customary and usual manner for “multiple-currency” syndicated lending agreements to a corporation and certain of its foreign subsidiaries, all with the intention of providing provisions for the Revolving Lenders who are so able and willing to extend credit to such Subsidiaries and for the other Revolving Lenders not to be required to do so. Prior to effecting any such changes, the Administrative Agent shall give all Revolving Lenders at least five Business Days’ notice thereof and an opportunity to comment thereonBorrower hereunder.
Appears in 2 contracts
Samples: Credit Agreement (MGM Resorts International), Credit Agreement (MGM Resorts International)
Additional Borrowers. (a) The Parent Borrower may at any timeAn Affiliate of an Obligor may, with the prior written consent of the Administrative Agent and each Lender (provided that no such consent shall be required for any Affiliate of an Obligor organized under the laws of any Permitted Jurisdiction with respect to which at least 10 Business Days’ (or such shorter period as the Administrative Agent shall otherwise agree) prior notice to the Administrative Agent and the Lenders has been given) and subject to the immediately following sentence, become a party to this Agreement as a Borrower and be deemed a Borrower for all purposes of this Agreement and the other Loan Documents (such consent not Affiliate of an Obligor, an “Additional Borrower”) by delivery to the Administrative Agent of a New Borrower Joinder Agreement executed by such Additional Borrower and the satisfaction of the conditions set forth in Section 5.04(a). No Additional Borrower shall be unreasonably withheld or delayed), add admitted as a party to this Agreement any Wholly Owned Subsidiary to be an Additional Borrower. Upon satisfaction as a Borrower unless at the time of such admission and after giving effect thereto (a) the conditions specified representations and warranties set forth in Section 5.3, such Subsidiary shall for all purposes be a party hereto as an Additional Borrower as fully as if it had executed and delivered this Agreement, and the Borrowers Article IV shall be jointly true and severally liable for the Obligations (limited to, correct with respect to any such Additional Borrower, (b) such Additional Borrower that is a Foreign Subsidiaryshall be in compliance in all material respects with all of the terms and provisions set forth herein on its part to be observed or performed at the time of the admission and after giving effect thereto, the Obligations of Foreign Loan Parties). The Administrative Agent shall notify the Revolving Lenders at least five Business Days prior to granting such consent and, if any Revolving Lender notifies the Administrative Agent within five Business Days that it is not permitted by applicable Requirements of Law or any of its organizational policies to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account of, the relevant Subsidiary, shall withhold such consent (which shall not be deemed to have been unreasonably withheld) or shall give such consent only upon effecting changes to the provisions of this Agreement as are contemplated by paragraph and (c) no Default or Event of this Section 10.21 that will assure that such Revolving Lender is not required to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account of, such Subsidiary.
(b) So long as the principal of and interest on any Loans made to any Additional Borrower under this Agreement Default shall have been paid in full occurred and all other obligations of such Additional Borrower under this Agreement (other than contingent indemnification obligations) shall have been fully performed, the Parent Borrower may, by not less than five Business Days’ prior notice to the Administrative Agent (which shall promptly notify the relevant Lenders thereof), terminate such Subsidiary’s status as an “Additional Borrower”be continuing.
(c) In order to accommodate (i) the addition of a Subsidiary as an Additional Borrower or (ii) extensions of credit to an Additional Borrower, in each case, where one or more Revolving Lenders are legally able and willing to lend Revolving Loans to, and participate in Letters of Credit issued for the account of, such Subsidiary, but other Revolving Lenders are not so able and willing, the Administrative Agent shall be permitted, with the consent of the Parent Borrower and the Required Lenders, to effect such changes to the provisions of this Agreement as it reasonably believes are appropriate in order for such provisions to operate in a customary and usual manner for “multiple-currency” syndicated lending agreements to a corporation and certain of its foreign subsidiaries, all with the intention of providing provisions for the Revolving Lenders who are so able and willing to extend credit to such Subsidiaries and for the other Revolving Lenders not to be required to do so. Prior to effecting any such changes, the Administrative Agent shall give all Revolving Lenders at least five Business Days’ notice thereof and an opportunity to comment thereon.
Appears in 2 contracts
Samples: Credit Agreement (Carlyle Group L.P.), Credit Agreement (Carlyle Group L.P.)
Additional Borrowers. (ai) The Parent Borrower may at any time, with the prior consent of the Administrative Agent (such consent not Subject to be unreasonably withheld or delayedSection 10.21(b)(ii), add as a party to this Agreement any Wholly Owned Subsidiary to be an Additional Borrower. Upon satisfaction of the conditions specified in Section 5.3, such Subsidiary shall for all purposes be a party hereto as an Additional Borrower as fully as if it had executed and delivered this Agreement, and the Borrowers shall be jointly and severally liable for the Obligations (limited to, with respect to any Borrower that is a Foreign Subsidiary, the Obligations of Foreign Loan Parties). The Administrative Agent shall notify the Revolving Lenders at least five Business Days prior to granting such consent and, if any Revolving Lender notifies the Administrative Agent within five Business Days that it is not permitted by applicable Requirements of Law or any of its organizational policies to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account of, the relevant Subsidiary, shall withhold such consent (which shall not be deemed to have been unreasonably withheld) or shall give such consent only upon effecting changes to the provisions of this Agreement as are contemplated by paragraph (c) of this Section 10.21 that will assure that such Revolving Lender is not required to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account of, such Subsidiary.
(b) So long as the principal of and interest on any Loans made to any Additional Borrower under this Agreement shall have been paid in full and all other obligations of such Additional Borrower under this Agreement (other than contingent indemnification obligations) shall have been fully performed, the Parent Borrower may, by upon not less than five Business Days’ prior written notice to the Administrative Agent Agent, request that (which shall promptly notify A) prior to the relevant Lenders thereof)SPV Structure Termination Date, terminate such Subsidiary’s status as any Affiliate of the SPV Borrower becomes an “Additional Borrower”Borrower under this Agreement or (B) on or after the SPV Structure Termination Date, the Company, any Permitted Affiliate Parent, any Affiliate Subsidiary or any Wholly Owned Subsidiary that is a member of the Restricted Group becomes an Additional Borrower under this Agreement.
(cii) In order Any such Person referred to accommodate in Section 10.21(b)(i) may become an Additional Borrower with respect to a Facility if:
(A) it is incorporated, registered or organized under the laws of an Approved Jurisdiction or the Required Lenders under such Facility have approved the addition of that Person as an Additional Borrower;
(B) such Person and the Borrowers deliver to the Administrative Agent a duly completed and executed joinder agreement in form and substance reasonably satisfactory to the Administrative Agent pursuant to which such Person agrees to become a party to this Agreement as an Additional Borrower;
(C) the Borrowers confirm that no Event of Default is continuing or would occur as a result of that Person becoming an Additional Borrower;
(D) the Administrative Agent (for and on behalf of the Lenders) shall have received, at least three Business Days prior to the date of accession of such Person as an Additional Borrower, all documentation and other information about such Person required under applicable “know your customer” and anti-money laundering rules and regulations, including under the Beneficial Ownership Regulations (such information to include, for the avoidance of doubt, a Beneficial Ownership Certification for each entity that qualifies as a “legal entity customer” thereunder) and the USA Patriot Act, and satisfactory to each Finance Party (acting reasonably), that has been requested by the Administrative Agent (for itself or on behalf of any Lender) or any Lender (through the Administrative Agent and for itself) in writing at least ten days prior to the date of accession of such Person as an Additional Borrower;
(E) the Administrative Agent has received all of the documents and other evidence listed in Schedule 10.21 in relation to that Person, each in form and substance reasonably satisfactory to the Administrative Agent; and
(F) such Person shall have entered into all documentation required for it (i) the addition of a Subsidiary to accede to (A) this Agreement as an Additional Borrower and (B) to the extent required by any Collateral Sharing Agreement or any Intercreditor Agreement, as applicable, such Collateral Sharing Agreement or Intercreditor Agreement as a “debtor” (or other relevant capacity) and/or (ii) extensions of credit to an Additional Borrowerhave acknowledged any Collateral Sharing Agreement or Intercreditor Agreement, as applicable, in each case, where one or more Revolving Lenders are legally able and willing to lend Revolving Loans to, and participate in Letters of Credit issued for the account of, such Subsidiary, but other Revolving Lenders are not so able and willing, the manner contemplated thereby.
(iii) The Administrative Agent shall be permitted, with notify the consent of the Parent Borrower Borrowers and the Required LendersLenders promptly upon being satisfied that the conditions specified in Section 10.21(b)(ii) above (and, to effect such changes to in the provisions case of this Agreement as it reasonably believes are appropriate in order for such provisions to operate in a customary and usual manner for “multiple-currency” syndicated lending agreements to a corporation and certain of its foreign subsidiariesany Permitted Affiliate Parent, all with the intention of providing provisions for the Revolving Lenders who are so able and willing to extend credit to such Subsidiaries and for the other Revolving Lenders not to be required to do so. Prior to effecting any such changes, the Administrative Agent shall give all Revolving Lenders at least five Business Days’ notice thereof and an opportunity to comment thereonSection 10.21(a)) have been satisfied.
Appears in 2 contracts
Samples: Credit Agreement (Liberty Latin America Ltd.), Credit Agreement (Liberty Latin America Ltd.)
Additional Borrowers. 140
(ai) The Subject to paragraph (ii) below, the Company may, upon not less than 5 Business Days prior written notice to the Administrative Agent, request that it or any Permitted Affiliate Parent or any member of the Restricted Group which is a direct or indirect wholly owned Subsidiary of the Company or any Permitted Affiliate Parent becomes an Additional Borrower under this Agreement.
(ii) Such member of the Restricted Group or any Permitted Affiliate Parent may at become an Additional Borrower to a Facility if:
(A) it is incorporated or organized under the laws of an Approved Key Jurisdiction for that Facility (provided that, where such Additional Borrower is incorporated in Barbados, such entity shall only be deemed to satisfy this requirement if it is established as a body corporate which is licensed under the International Business Companies Act or any timeother regime which provides the same or substantially similar benefits thereto in Barbados) or the Required Lenders have approved the addition of that member of the Restricted Group or any Permitted Affiliate Parent as an Additional Borrower;
(B) such member of the Restricted Group or any Permitted Affiliate Parent, with as applicable, and the prior consent of Company deliver to the Administrative Agent (a duly completed and executed joinder agreement in form and substance reasonably satisfactory to the Administrative Agent pursuant to which such consent not member of the Restricted Group or any Permitted Affiliate Parent, as applicable, agrees to be unreasonably withheld or delayed), add as become a party to this Agreement any Wholly Owned Subsidiary to be as an Additional Borrower. Upon satisfaction ;
(C) the Company confirms that no Event of Default is continuing or would occur as a result of that member of the conditions specified in Section 5.3Restricted Group or any Permitted Affiliate Parent becoming an Additional Borrower;
(D) the Administrative Agent (for and on behalf of the Lenders) shall have received, at least 3 days prior to the date of accession of such Subsidiary shall for all purposes be a party hereto member of the Restricted Group or Permitted Affiliate Parent as an Additional Borrower as fully as if it had executed Borrower, all documentation and delivered this Agreementother information about such member of the Restricted Group or Permitted Affiliate Parent required under applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act, and satisfactory to each Finance Party (acting reasonably), that has been requested by the Borrowers Administrative Agent (for itself or on behalf of any Lender) or any Lender (through the Administrative Agent and for itself) in writing at least 10 days prior to the date of accession of such member of the Restricted Group or Permitted Affiliate Parent as an Additional Borrower;
(E) the Administrative Agent has received all of the documents and other evidence listed in Schedule 10.21 in relation to that member of the Restricted Group or any Permitted Affiliate Parent, each in form and substance reasonably satisfactory to the Administrative Agent; and
(F) such member of the Restricted Group or any Permitted Affiliate Parent shall be jointly and severally liable have entered into all documentation required for it to accede to (i) this Agreement as an Additional Guarantor, (ii) prior to the Obligations (limited to, with respect to any Borrower that is a Foreign SubsidiaryNew Intercreditor Effective Date, the Obligations of Foreign Loan PartiesExisting Intercreditor Agreement as an Additional Guarantor (as defined thereunder). , and (iii) following the New Intercreditor Effective Date, the New Intercreditor Agreement as a Debtor (as defined thereunder).
(iii) The Administrative Agent shall notify the Revolving Company and the Lenders at least five Business Days prior to granting such consent and, if any Revolving Lender notifies promptly upon being satisfied that the Administrative Agent within five Business Days that it is not permitted by applicable Requirements of Law or any of its organizational policies to make Revolving Loans to, or participate conditions specified in Letters of Credit or Swingline Loans for the account of, the relevant Subsidiary, shall withhold such consent (which shall not be deemed to have been unreasonably withheld) or shall give such consent only upon effecting changes to the provisions of this Agreement as are contemplated by paragraph (c) of this Section 10.21 that will assure that such Revolving Lender is not required to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account of, such Subsidiary.
(b) So long as the principal of and interest on any Loans made to any Additional Borrower under this Agreement shall have been paid in full and all other obligations of such Additional Borrower under this Agreement (other than contingent indemnification obligations) shall have been fully performed, the Parent Borrower may, by not less than five Business Days’ prior notice to the Administrative Agent (which shall promptly notify the relevant Lenders thereof), terminate such Subsidiary’s status as an “Additional Borrower”.
(c) In order to accommodate (i) the addition of a Subsidiary as an Additional Borrower or clause (ii) extensions of credit to an Additional Borrowerabove (and, in each casethe case of any Permitted Affiliate Parent, where one or more Revolving Lenders are legally able and willing to lend Revolving Loans to, and participate in Letters of Credit issued for the account of, such Subsidiary, but other Revolving Lenders are not so able and willing, the Administrative Agent shall be permitted, with the consent of the Parent Borrower and the Required Lenders, to effect such changes to the provisions of this Agreement as it reasonably believes are appropriate in order for such provisions to operate in a customary and usual manner for “multiple-currency” syndicated lending agreements to a corporation and certain of its foreign subsidiaries, all with the intention of providing provisions for the Revolving Lenders who are so able and willing to extend credit to such Subsidiaries and for the other Revolving Lenders not to be required to do so. Prior to effecting any such changes, the Administrative Agent shall give all Revolving Lenders at least five Business Days’ notice thereof and an opportunity to comment thereonSection 10.21(a)) have been satisfied.
Appears in 2 contracts
Samples: Credit Agreement (Liberty Latin America Ltd.), Credit Agreement (Liberty Latin America Ltd.)
Additional Borrowers. (a) The Parent Borrower At any time after the Closing Date, so long as no Event of Default has occurred and is continuing or would immediately result therefrom, any Wholly-Owned Domestic Subsidiary may at any time, with the prior consent of the Administrative Agent (such consent not elect to be unreasonably withheld or delayed), add as a party to this Agreement any Wholly Owned Subsidiary to be an Additional Borrower. Upon satisfaction of the conditions specified in Section 5.3, such Subsidiary shall for all purposes be a party hereto added as an Additional US Borrower as fully as if it had executed hereunder and delivered this Agreement, and the Borrowers shall any Wholly-Owned Canadian Subsidiary may elect to be jointly and severally liable for the Obligations (limited to, with respect to any Borrower that is a Foreign Subsidiary, the Obligations of Foreign Loan Parties). The Administrative Agent shall notify the Revolving Lenders at least five Business Days prior to granting such consent and, if any Revolving Lender notifies the Administrative Agent within five Business Days that it is not permitted by applicable Requirements of Law or any of its organizational policies to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account of, the relevant Subsidiary, shall withhold such consent (which shall not be deemed to have been unreasonably withheld) or shall give such consent only upon effecting changes to the provisions of this Agreement as are contemplated by paragraph (c) of this Section 10.21 that will assure that such Revolving Lender is not required to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account of, such Subsidiary.
(b) So long as the principal of and interest on any Loans made to any Additional Borrower under this Agreement shall have been paid in full and all other obligations of such Additional Borrower under this Agreement (other than contingent indemnification obligations) shall have been fully performed, the Parent Borrower may, by not less than five Business Days’ prior notice to the Administrative Agent (which shall promptly notify the relevant Lenders thereof), terminate such Subsidiary’s status as an “Additional Borrower”.
(c) In order to accommodate (i) the addition of a Subsidiary added as an Additional Canadian Borrower or (ii) extensions of credit to an Additional Borrowerhereunder, in each case, where one or more upon delivery to the Agent of a Notice of Additional Borrower as follows:
(a) such Group Member shall be deemed a “Borrower” and (x) in the case of any Domestic Subsidiary, a “US Borrower” and (y) in the case of any Canadian Subsidiary, a “Canadian Borrower”, hereunder and under the Loan Documents with respect to the Revolving Lenders are legally able Credit Facility subject to the receipt by the Agent, in form and willing substance satisfactory to lend Revolving Loans tothe Agent, of joinder and participate in Letters any other documentation reasonably requested by the Agent with respect to such Additional Borrower, including any promissory notes requested by a Lender through the Agent and written opinions of Credit issued for the account ofLoan Parties’ counsel;
(b) such Additional Borrower shall deliver the documents required by Section 5.9 with respect thereto; and
(c) as a condition to the effectiveness of any joinder of any Additional Borrower, such SubsidiaryAdditional Borrower shall deliver all documentation and other information reasonably requested in writing by each Lender within ten (10) Business Days following receipt of such Notice of Additional Borrower to satisfy requirements under applicable “know your customer” and anti-money-laundering rules and regulations, but other Revolving Lenders are not so able and willingincluding the Beneficial Ownership Regulation, the Administrative Agent shall be permitted, with PATRIOT Act (in the consent case of any Additional US Borrower) and Canadian Anti-Money Laundering Laws (in the Parent Borrower and the Required Lenders, to effect such changes to the provisions case of this Agreement as it reasonably believes are appropriate in order for such provisions to operate in a customary and usual manner for “multiple-currency” syndicated lending agreements to a corporation and certain of its foreign subsidiaries, all with the intention of providing provisions for the Revolving Lenders who are so able and willing to extend credit to such Subsidiaries and for the other Revolving Lenders not to be required to do so. Prior to effecting any such changes, the Administrative Agent shall give all Revolving Lenders at least five Business Days’ notice thereof and an opportunity to comment thereonAdditional Canadian Borrower).
Appears in 2 contracts
Samples: Abl Credit Agreement (Specialty Building Products, Inc.), Abl Credit Agreement (Specialty Building Products, Inc.)
Additional Borrowers. Subject to the satisfaction of the conditions set forth below, the Borrowers may elect, pursuant to a Loan Agreement Supplement, other newly executed Loan Documents and/or modifications, amendments or supplements to the Loan Documents (ain each case, reasonably acceptable to Lender) The Parent to cause one or more direct or indirect wholly-owned subsidiaries of Guarantor to assume and become jointly and severally obligated under the Notes and the Loan Documents for repayment of the Loan, to add the Additional Borrower may at any timeSites of such Additional Borrower in accordance with Section 11.7, and to pledge the Other Company Collateral of such Additional Borrower. Upon such election and satisfaction of such conditions, (i) Schedule 1 shall be amended to include such Additional Borrowers as are designated to become “Borrowers” hereunder; and (ii) all references to the Borrowers hereunder shall include all of the Additional Borrowers identified on such amended Schedule 1. Any election to add an Additional Borrower shall be subject to the satisfaction of the following conditions precedent:
(A) No Event of Default or Amortization Period is then continuing (unless such Event of Default or Amortization Period would be cured by the addition of an Additional Borrower);
(B) No event or condition has occurred or exists that, with the prior consent giving or notice or passage of time, would give rise to an Event of Default;
(C) If a Special Servicing Period is then in effect, the Servicer shall have confirmed satisfaction of the Administrative Agent (conditions precedent to such consent Additional Borrower, such confirmation not to be unreasonably withheld withheld, conditioned or delayed), add as .
(D) Such Additional Borrower must be a party to this Agreement any Wholly Owned Subsidiary to be an direct or indirect wholly-owned subsidiary of Guarantor;
(E) Guarantor shall have pledged 100% of the equity of such Additional Borrower. Upon satisfaction , or, if such Additional Borrower is not a direct subsidiary of Guarantor, of the conditions specified in Section 5.3direct parent of such Additional Borrower, such Subsidiary shall for all purposes be a party hereto as an Additional Borrower as fully as if it had executed and delivered this Agreement, and pursuant to the Borrowers shall be jointly and severally liable for Pledge Agreement to secure its obligations pursuant to the Obligations (limited to, with respect to any Borrower that is a Foreign Subsidiary, the Obligations of Foreign Loan Parties). The Administrative Agent shall notify the Revolving Lenders at least five Business Days prior to granting such consent Payment Guaranty and, if any Revolving Lender notifies the Administrative Agent within five Business Days that it such Additional Borrower is not permitted by applicable Requirements a direct subsidiary of Law or any of its organizational policies to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account ofGuarantor, the relevant Subsidiary, shall withhold such consent (which shall not be deemed to have been unreasonably withheld) or shall give such consent only upon effecting changes to the provisions of this Agreement as are contemplated by paragraph (c) of this Section 10.21 that will assure that such Revolving Lender is not required to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account of, such Subsidiary.
(b) So long as the principal of and interest on any Loans made to any Additional Borrower under this Agreement shall have been paid in full and all other obligations direct parent of such Additional Borrower under this Agreement (other than contingent indemnification obligations) shall have been fully performedpledged 100% of the equity of such Additional Borrower in support of its obligation to guarantee the Loan, by executing a pledge and a guaranty substantially in the form of the Payment Guaranty and the Pledge Agreement, subject to Lender’s reasonable approval;
(F) On or prior to the date of such election, the Parent Borrower may, by not less than five Business Days’ prior notice Borrowers shall deliver to the Administrative Agent (which shall promptly notify the relevant Lenders thereof), terminate such Subsidiary’s status as Lender an “Additional Borrower”.
(c) In order opinion or opinions of counsel reasonably satisfactory to accommodate Lender stating (i) that the addition of a Subsidiary as an such Additional Borrower will not constitute a “significant modification” of the Loan or “deemed exchange” of the Notes under section 1001 of the IRC and (ii) extensions the Loan Increase, if any, will not create a taxable event, for U.S. Federal income tax purposes, to any holder of credit a Certificate;
(G) On or prior to the date of such election, the Borrowers shall deliver to Lender an opinion of counsel reasonably satisfactory to Lender concerning the substantive non-consolidation of such Additional Borrower, in each casea form reasonably satisfactory to Lender, where one or more Revolving Lenders are legally able provided that an opinion in the form of the substantive non-consolidation opinion delivered to Lender on the Closing Date with regards to the Borrowers pursuant to Section 3.1(D)(iv) shall be satisfactory to Lender;
(H) Such Additional Borrower shall have represented and willing warranted to lend Revolving Loans toLender, and participate in Letters of Credit issued for the account ofLoan Agreement Supplement, such Subsidiary, but other Revolving Lenders are not so able and willingas to itself, the Administrative Agent representations and warranties set forth in Article IV (other than Section 4.30) as of the date of such election;
(I) Such Additional Borrower shall be permittedhave represented and warranted to Lender, in the Loan Agreement Supplement, as to itself, the representations and warranties set forth in Section 9.1;
(J) On or prior to the date of such election, the conditions with respect to the Addition of the Additional Borrower Sites of such Additional Borrower set forth in Section 11.7 shall have been satisfied;
(K) On or prior to the date of such election, the organizational documents of such Additional Borrower shall contain provisions that limit the purposes of such Additional Borrower in a manner that is consistent with the consent provisions governing the purposes of the Parent Borrowers set forth in the organizational documents of the Borrowers on the Closing Date; and
(L) Rating Agency Confirmation shall have been obtained. Notwithstanding the foregoing, in connection with a Permitted Subsidiary becoming an Additional Borrower in accordance with Section 14.24, only the conditions set forth in Section 2.3(H) and the Required Lenders, to effect such changes to the provisions of this Agreement as it reasonably believes are appropriate in order for such provisions to operate in a customary and usual manner for “multiple-currency” syndicated lending agreements to a corporation and certain of its foreign subsidiaries, all with the intention of providing provisions for the Revolving Lenders who are so able and willing to extend credit to such Subsidiaries and for the other Revolving Lenders not to be required to do so. Prior to effecting any such changes, the Administrative Agent (I) shall give all Revolving Lenders at least five Business Days’ notice thereof and an opportunity to comment thereonapply.
Appears in 2 contracts
Samples: Loan and Security Agreement (American Tower Corp /Ma/), Loan and Security Agreement (American Tower Corp /Ma/)
Additional Borrowers. (a) The In the event that certain Real Estate of a Subsidiary of Parent Borrower may at any time, which is leased to a Wholly-Owned Domestic Subsidiary of OpCo is to be included as a Collateral Property as contemplated by Section 5.4 and such Real Estate is approved for inclusion as a Collateral Property in accordance with the prior consent of the terms hereof, Borrowers shall cause each such Subsidiary that owns or leases such Collateral Property to execute and deliver to Administrative Agent (such consent not to be unreasonably withheld or delayed)the documents and other items required under Section 7.20, add as a party to this Agreement any Wholly Owned Subsidiary to be an Additional Borrower. Upon satisfaction of the conditions specified in Section 5.3, and such Subsidiary shall for all purposes become a Borrower hereunder. Each such Subsidiary shall be specifically authorized, in accordance with its respective organizational documents, to be a party hereto as an Additional Borrower as fully as if it had executed hereunder and delivered this Agreement, and to comply with the requirements of Section 7.20. Borrowers shall be jointly further cause all representations, covenants and severally liable for agreements in the Obligations (limited to, Loan Documents with respect to any Borrower that is a Foreign Subsidiary, the Obligations of Foreign Loan Parties). The Administrative Agent shall notify the Revolving Lenders at least five Business Days prior Borrowers to granting such consent and, if any Revolving Lender notifies the Administrative Agent within five Business Days that it is not permitted by applicable Requirements of Law or any of its organizational policies be true and correct with respect to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account of, the relevant Subsidiary, shall withhold such consent (which shall not be deemed to have been unreasonably withheld) or shall give such consent only upon effecting changes to the provisions of this Agreement as are contemplated by paragraph (c) of this Section 10.21 that will assure that such Revolving Lender is not required to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account of, such Subsidiary.
(b) So long as After the principal Closing Date, Borrowers may, upon satisfaction by Borrowers of and interest on any Loans made the conditions set forth in this Section 5.5(b), add an OpCo Affiliate that is the lessee of a Leasehold Property or a lessee under a Lease to any Additional Borrower under this Agreement and the other Loan Documents as a Borrower. In the event Borrowers desire to or are required to add such OpCo Affiliate as aforesaid, Borrowers shall provide written notice to Administrative Agent and Revolving Agent of such request (which Administrative Agent shall promptly furnish to the Lenders), together with all documentation and other information required to permit Administrative Agent and Revolving Agent to evaluate such OpCo Affiliate as a potential Borrower, including a copy of the applicable Lease. Thereafter, Administrative Agent and Revolving Agent shall have been paid in full and all other obligations fifteen (15) Business Days from the date of the receipt of such Additional Borrower under this Agreement (documentation and other than contingent indemnification obligations) shall have been fully performedinformation to advise Borrowers whether Administrative Agent, Revolving Agent and the Parent Borrower may, by not less than five Business Days’ prior notice Majority A/R Revolving Loan Lenders consent to the addition of such OpCo Affiliate as a Borrower. If an A/R Revolving Loan Lender shall fail to respond to Administrative Agent and Revolving Agent within fifteen (15) Business Days from receipt of such documentation and information, including a copy of the applicable Lease from Administrative Agent and Revolving Agent, such A/R Revolving Loan Lender shall be deemed to have approved such proposed addition. In the event such OpCo Affiliate is approved for inclusion as a Borrower in accordance with the terms hereof, Borrowers shall cause such OpCo Affiliate to execute or obtain and deliver to Administrative Agent the ground lessor estoppels and intercreditor agreements requested by Administrative Agent (which shall promptly notify the relevant Lenders thereof), terminate such Subsidiary’s status as an “Additional Borrower”.
(c) In order in forms substantively identical to accommodate (i) the addition of a Subsidiary as an Additional Borrower or (ii) extensions of credit to an Additional Borrower, in each case, where those provided by one or more Revolving Lenders OpCo Affiliates that are legally able lessees of Leasehold Properties or under a Lease on the Closing Date) and willing to lend Revolving Loans tothe documents and other items required under Section 7.20, and participate in Letters of Credit issued for the account of, such Subsidiary, but other Revolving Lenders are not so able and willing, the Administrative Agent OpCo Affiliate shall become a Borrower hereunder. Each such OpCo Affiliate shall be permittedspecifically authorized, in accordance with its respective organizational documents, to be a Borrower hereunder and to comply with the consent requirements of Section 7.20. Borrowers shall further cause all representations, covenants and agreements in the Parent Borrower Loan Documents with respect to Borrowers to be true and the Required Lenders, to effect such changes to the provisions of this Agreement as it reasonably believes are appropriate in order for such provisions to operate in a customary and usual manner for “multiple-currency” syndicated lending agreements to a corporation and certain of its foreign subsidiaries, all correct with the intention of providing provisions for the Revolving Lenders who are so able and willing to extend credit respect to such Subsidiaries and for the other Revolving Lenders not to be required to do so. Prior to effecting any such changes, the Administrative Agent shall give all Revolving Lenders at least five Business Days’ notice thereof and an opportunity to comment thereonOpCo Affiliate.
Appears in 2 contracts
Samples: Senior Secured Credit Agreement (American Healthcare REIT, Inc.), Senior Secured Credit Agreement (Griffin-American Healthcare REIT III, Inc.)
Additional Borrowers. (a) The Parent Borrower may at any time, with the prior consent of Upon not less than fifteen (15) Business Days’ notice to the Administrative Agent (or such consent not to shorter period as may be unreasonably withheld or delayed), add as a party to this Agreement any Wholly Owned Subsidiary to be an Additional Borrower. Upon satisfaction of the conditions specified in Section 5.3, such Subsidiary shall for all purposes be a party hereto as an Additional Borrower as fully as if it had executed and delivered this Agreement, and the Borrowers shall be jointly and severally liable for the Obligations (limited to, with respect to any Borrower that is a Foreign Subsidiary, the Obligations of Foreign Loan Parties). The Administrative Agent shall notify the Revolving Lenders at least five Business Days prior to granting such consent and, if any Revolving Lender notifies agreed by the Administrative Agent within five Business Days that it is not permitted by applicable Requirements in its sole discretion), the Borrowers may request the addition of Law or any of its organizational policies to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account of, the relevant Subsidiary, shall withhold such consent their Domestic Subsidiaries (which shall not be deemed to have been unreasonably withheldan “Additional Borrower”) or shall give such consent only upon effecting changes to the provisions of this Agreement as are contemplated a Borrower hereunder by paragraph (c) of this Section 10.21 that will assure that such Revolving Lender is not required to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account of, such Subsidiary.
(b) So long as the principal of and interest on any Loans made to any Additional Borrower under this Agreement shall have been paid in full and all other obligations of such Additional Borrower under this Agreement (other than contingent indemnification obligations) shall have been fully performed, the Parent Borrower may, by not less than five Business Days’ prior notice delivering to the Administrative Agent (which shall promptly notify deliver counterparts thereof to each Lender) a duly executed notice and agreement in substantially the relevant form of Exhibit 2.18-1 (a “Borrower Request and Assumption Agreement”). The parties hereto acknowledge and agree that prior to any Additional Borrower becoming entitled to utilize the credit facilities provided for herein, the Administrative Agent and the Lenders thereofshall have received Organizational Documents, such supporting resolutions, incumbency certificates, opinions of counsel and other documents or information (including, without limitation, any documentation or other information that the Administrative Agent or any Lender requests in for purposes of its “know your customer”, anti-money laundering or beneficial ownership diligence), terminate in form, content and scope reasonably satisfactory to the Administrative Agent, as may be required by the Administrative Agent or the Required Lenders in their reasonable discretion, and Notes signed by such Subsidiary’s status as an “Additional Borrower”.
(c) In order to accommodate (i) the addition of a Subsidiary as an Additional Borrower to the extent any Lenders so require. If the Administrative Agent and all of the Lenders execute and deliver an acknowledgement and agreement to the Borrower Request and Assumption Agreement, then promptly following receipt of all such requested Organizational Documents, resolutions, incumbency certificates, opinions of counsel and other documents or (ii) extensions of credit to an Additional Borrower, in each case, where one or more Revolving Lenders are legally able and willing to lend Revolving Loans to, and participate in Letters of Credit issued for the account of, such Subsidiary, but other Revolving Lenders are not so able and willinginformation, the Administrative Agent shall be permittedsend a notice in substantially the form of Exhibit 2.18-2 (a “New Borrower Notice”) to the Borrowers and the Lenders specifying the effective date upon which the Additional Borrower shall constitute a Borrower for purposes hereof, with the consent whereupon each of the Parent Lenders agrees to permit such Borrower to receive Loans and other credit extensions hereunder, on the Required Lendersterms and conditions set forth herein, to effect and each of the parties agrees that such changes to the provisions Additional Borrower otherwise shall be a Borrower for all purposes of this Agreement Agreement.
(b) The Obligations of each Person that becomes a Borrower pursuant to this Section 2.18 that shall be joint and several in nature as it reasonably believes are appropriate provided in order for such provisions to operate in a customary and usual manner for “multiple-currency” syndicated lending agreements to a corporation and certain of its foreign subsidiaries, all with the intention of providing provisions for the Revolving Lenders who are so able and willing to extend credit to such Subsidiaries and for the other Revolving Lenders not to be required to do so. Prior to effecting any such changes, the Administrative Agent shall give all Revolving Lenders at least five Business Days’ notice thereof and an opportunity to comment thereonSection 2.20.
Appears in 2 contracts
Samples: Credit Agreement (FutureFuel Corp.), Credit Agreement (FutureFuel Corp.)
Additional Borrowers. (a) The Parent Borrower Any Subsidiary of the Company may at any time, with the prior consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed), add as a party to this Agreement any Wholly Owned Subsidiary to be an Additional Borrower. Upon satisfaction of the conditions specified in Section 5.3, such Subsidiary shall for all purposes be a party hereto as -------------------- time become an Additional Borrower as fully as if it had hereunder subject to subsection 2.1(b) and to the Agent's receipt of each of the following, in sufficient quantities for each Bank:
(i) a duly executed notice and delivered this agreement in substantially the form of Exhibit J (an "Additional Borrower Request and Assumption Agreement"); and
(ii) not more than 30 days after furnishing to the Agent the Additional Borrower Request and Assumption Agreement, (A)(1) copies of the resolutions of the board of directors of such Subsidiary approving and authorizing the Borrowers shall be jointly execution, delivery and severally liable for the Obligations (limited to, with respect to any Borrower that is a Foreign Subsidiary, the Obligations of Foreign Loan Parties). The Administrative Agent shall notify the Revolving Lenders at least five Business Days prior to granting performance by such consent and, if any Revolving Lender notifies the Administrative Agent within five Business Days that it is not permitted by applicable Requirements of Law or any Subsidiary of its organizational policies to make Additional Borrower Request and Assumption Agreement and this Agreement and authorizing the borrowing of Revolving Loans toand other Credit Extensions hereunder, or participate in Letters certified as of Credit or Swingline Loans for the account of, the relevant Subsidiary, shall withhold such consent (which shall not be deemed to have been unreasonably withheld) or shall give such consent only upon effecting changes to the provisions of this Agreement as are contemplated by paragraph (c) of this Section 10.21 that will assure that such Revolving Lender is not required to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account of, such Subsidiary.
(b) So long as the principal of and interest on any Loans made to any Additional Borrower under this Agreement shall have been paid in full and all other obligations date of such Additional Borrower under Request and Assumption Agreement (the "Additional Borrower Accession Date") by the Secretary or an Assistant Secretary of such Subsidiary; and (2) a certificate of the Secretary or Assistant Secretary of such Subsidiary certifying the names and true signatures of the officers of such Subsidiary authorized to execute and deliver its Additional Borrower Request and Assumption Agreement, this Agreement and all other Loan Documents to be delivered hereunder; (B) the articles or certificate of incorporation (or, in the case of a non-U.S. Subsidiary its applicable organizational documents) of such Subsidiary as in effect on the Additional Borrower Accession Date, certified by the Secretary or Assistant Secretary of such Subsidiary as of the Additional Borrower Accession Date, and the bylaws (or other than contingent indemnification obligationsapplicable constitutional documents) shall have been fully performedof such Subsidiary as in effect on the Additional Borrower Accession Date, certified by the Parent Secretary or Assistant Secretary of such Subsidiary as of the Additional Borrower may, by not less than five Business Days’ prior notice Accession Date; and (C) an opinion of counsel to such Subsidiary and addressed to the Administrative Agent (which shall promptly notify the relevant Lenders thereof), terminate such Subsidiary’s status as an “Additional Borrower”.
(c) In order to accommodate (i) the addition of a Subsidiary as an Additional Borrower or (ii) extensions of credit to an Additional Borrower, in each case, where one or more Revolving Lenders are legally able and willing to lend Revolving Loans to, and participate in Letters of Credit issued for the account of, such Subsidiary, but other Revolving Lenders are not so able and willing, the Administrative Agent shall be permitted, with the consent of the Parent Borrower and the Required LendersBanks, to effect such changes to substantially in the provisions form of this Agreement as it reasonably believes are appropriate in order for such provisions to operate in a customary and usual manner for “multiple-currency” syndicated lending agreements to a corporation and certain of its foreign subsidiaries, all with the intention of providing provisions for the Revolving Lenders who are so able and willing to extend credit to such Subsidiaries and for the other Revolving Lenders not to be required to do so. Prior to effecting any such changes, the Administrative Agent shall give all Revolving Lenders at least five Business Days’ notice thereof and an opportunity to comment thereon.Exhibit F.
Appears in 2 contracts
Samples: Revolving Multicurrency Credit Agreement (Johns Manville International Group Inc), Revolving Multicurrency Credit Agreement (Johns Manville Corp /New/)
Additional Borrowers. (a) The Notwithstanding anything in Section 11.01 to the contrary, following the Closing Date, the Parent Borrower may at any time, with add one or more of its Foreign Subsidiaries that is a Wholly Owned Subsidiary as an additional Foreign Borrower under the prior consent of Limited Currency Revolving Facility or Multicurrency Revolving Facility by delivering to the Administrative Agent (a Foreign Borrower Agreement executed by such consent not to be unreasonably withheld or delayed), add as a party to this Agreement any Wholly Owned Subsidiary to be an Additional and the Parent Borrower. Upon satisfaction After (i) five Business Days have elapsed after such delivery and (ii) receipt by the Lenders and the Administrative Agent of such documentation and other information reasonably requested by the conditions specified in Section 5.3Lenders or the Administrative Agent for purposes of complying with all necessary “know your customer” or other similar checks under all applicable laws and regulations, such Foreign Subsidiary shall for all purposes of this Credit Agreement be a party hereto Foreign Borrower hereunder; provided that each Foreign Borrower shall also be a Foreign Guarantor. Any obligations in respect of borrowings by any Foreign Subsidiary under the Credit Agreement will constitute “Obligations,” “Foreign Obligations” and “Secured Obligations” for all purposes of the Credit Documents. If the applicable additional Foreign Borrower is organized or incorporated under the laws of, or for applicable Tax purposes is resident of or treated as engaged in a trade or business in, or having a paying agent in, any jurisdiction other than a jurisdiction under the laws of which at least one of the then-existing Borrowers is organized or incorporated on the date such Foreign Borrower Agreement is delivered to the Applicable Agent, as a condition to adding such Foreign Borrower, there shall be an Additional Borrower as fully as if it had executed and delivered amendment to the Credit Documents (including, without limitation, Section 3.01 of this Agreement, Credit Agreement and the Borrowers shall be jointly and severally liable for the Obligations (limited to, with respect to any Borrower that is a Foreign Subsidiary, the Obligations definition of Foreign Loan Parties“Excluded Taxes”). The Administrative Agent shall notify the Revolving Lenders at least five Business Days prior to granting such consent and, if any Revolving Lender notifies such amendment is reasonably necessary or appropriate as mutually determined by the Administrative Agent within five Business Days that it is not permitted and Parent Borrower which amendment must be as mutually agreed by applicable Requirements of Law or any of its organizational policies to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account of, the relevant Subsidiary, shall withhold such consent (which shall not be deemed to have been unreasonably withheld) or shall give such consent only upon effecting changes to the provisions of this Agreement as are contemplated by paragraph (c) of this Section 10.21 that will assure that such Revolving Lender is not required to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account of, such Subsidiary.
(b) So long as the principal of and interest on any Loans made to any Additional Borrower under this Agreement shall have been paid in full and all other obligations of such Additional Borrower under this Agreement (other than contingent indemnification obligations) shall have been fully performedAdministrative Agent, the Parent Borrower, the applicable additional Foreign Borrower may, and each Limited Currency Revolving Lender and/or Multicurrency Revolving Lender (as applicable) (provided that no such amendment shall materially adversely affect the rights of any Lender that has not consented to such amendment). Upon the execution by not less than five Business Days’ prior notice the Parent Borrower and a Foreign Borrower and delivery to the Administrative Agent of a Foreign Borrower Termination with respect to such Foreign Borrower, such Foreign Borrower shall cease to be a Foreign Borrower and a party to this Credit Agreement; provided that no Foreign Borrower Termination will become effective as to any Foreign Borrower (which shall promptly notify the relevant Lenders thereof), other than to terminate such SubsidiaryForeign Borrower’s status as an “Additional Borrower”.
(cright to make further Borrowings under this Credit Agreement) In order to accommodate (i) the addition of at a Subsidiary as an Additional Borrower or (ii) extensions of credit to an Additional Borrower, in each case, where one or more Revolving Lenders are legally able and willing to lend Revolving Loans time when any Loan to, and participate in Letters B/A on behalf of, or Letter of Credit issued for the account of, to such Subsidiary, but other Revolving Lenders are not so able and willingForeign Borrower shall be outstanding hereunder. Promptly following receipt of any Foreign Borrower Agreement or Foreign Borrower Termination, the Administrative Agent shall send a copy thereof to each Lender. Notwithstanding the foregoing, no such Foreign Subsidiary may become a Foreign Borrower if any Limited Currency Revolving Lender or Multicurrency Revolving Lender would be permitted, with the consent of the Parent Borrower and the Required Lenders, to effect such changes to the provisions of this Agreement as it reasonably believes are appropriate in order for such provisions to operate in a customary and usual manner for “multiple-currency” syndicated lending agreements to a corporation and certain of its foreign subsidiaries, all with the intention of providing provisions for the Revolving Lenders who are so able and willing to extend credit prohibited by applicable Law from making loans to such Subsidiaries and for the other Revolving Lenders not to be required to do so. Prior to effecting any such changes, the Administrative Agent shall give all Revolving Lenders at least five Business Days’ notice thereof and an opportunity to comment thereonForeign Subsidiary.
Appears in 2 contracts
Samples: Credit Agreement (Live Nation Entertainment, Inc.), Credit Agreement (Live Nation Entertainment, Inc.)
Additional Borrowers. (a) The Parent Lead Borrower may at cause any timeSubsidiary to become a Borrower under the Revolving Facility by (i) executing a joinder agreement to this Agreement, with in form and substance satisfactory to the prior consent Administrative Agent, (ii) delivering an opinion of counsel to such Subsidiary addressed to the Administrative Agent and each Lender in form and substance reasonably satisfactory to the Administrative Agent, (such consent not iii) delivering a customary secretary’s (or equivalent) certificate in form and substance reasonably satisfactory to be unreasonably withheld the Administrative Agent, (iv) delivering good standing certificates (or delayed), add as a party to this Agreement any Wholly Owned Subsidiary to be an Additional Borrower. Upon satisfaction of the conditions specified in Section 5.3, equivalent evidence) for such Subsidiary shall for all purposes be a party hereto as an Additional Borrower as fully as if it had executed and delivered this Agreement, and the Borrowers shall be jointly and severally liable for the Obligations (limited to, with respect to any Borrower that is a Foreign Subsidiary, the Obligations of Foreign Loan Parties). The Administrative Agent shall notify the Revolving Lenders at least five Business Days prior to granting such consent and, if any Revolving Lender notifies which the Administrative Agent within five Business Days reasonably may have requested and (v) furnishing to the Administrative Agent and the Lenders all documentation and other information that it they reasonably determine is not permitted required by regulatory authorities under applicable Requirements “know your customer” and anti-money laundering rules and regulations, including without limitation the Patriot Act; provided that (x) the jurisdiction of Law organization of such Additional Borrower shall be reasonably acceptable to the Administrative Agent and each Revolving Lender and (y) this Agreement and any other applicable Loan Document may be amended as mutually agreed by the Administrative Agent, the Lead Borrower, such Additional Borrower and each Revolving Lender to incorporate such Additional Borrower, if necessary, including, without limitation, if such Additional Borrower is organized or any of its organizational policies to make Revolving Loans toincorporated in or under the laws of, or participate for applicable Tax purposes is resident of or treated as engaged in Letters of Credit a trade or Swingline Loans for business in, any jurisdiction other than the account ofUnited States, the relevant Subsidiary, shall withhold such consent (which shall not be deemed to have been unreasonably withheld) or shall give such consent only upon effecting changes to the provisions of this Agreement as are contemplated by paragraph (c) of this Section 10.21 that will assure that such Revolving Lender is not required to make Revolving Loans toany state thereof, or participate in Letters the District of Credit or Swingline Loans for Columbia, any amendment to Section 10.1 and the account of, definition of “Excluded Taxes” (provided that no such Subsidiaryamendment shall materially adversely affect the rights of any Lender that has not consented to such amendment).
(b) So long as the principal of and interest on If at any Loans made to any time an Additional Borrower under this Agreement shall have been paid in full and all other obligations ceases to be a Subsidiary of such Additional Borrower under this Agreement (other than contingent indemnification obligations) shall have been fully performedthe Lead Borrower, the Parent Lead Borrower may, by not less than five Business Days’ prior shall deliver a written notice to the Administrative Agent (which shall promptly notify the relevant Lenders thereof), terminate notifying it that such Subsidiary’s Additional Borrower is no longer a Subsidiary and terminating its status as an “Additional Borrower”. The delivery of such notice shall not affect any obligation of an Additional Borrower theretofore incurred or the Lead Borrower’s guaranty thereof and the Lead Borrower shall confirm its continuing obligation in respect thereof in such notice.
(c) In order to accommodate (i) the addition of a Subsidiary as If at any time, an Additional Borrower or (ii) extensions of credit has no outstanding Credit Extensions made to an Additional Borrowerit, in each case, where one or more Revolving Lenders are legally able and willing the Lead Borrower may elect to lend Revolving Loans to, and participate in Letters of Credit issued for the account of, such Subsidiary, but other Revolving Lenders are not so able and willing, deliver a written notice to the Administrative Agent stating that it has elected to terminate the status of such Additional Borrower as a Borrower hereunder and such Additional Borrower shall be permitted, with the consent of the Parent Borrower and the Required Lenders, to effect such changes to the provisions of this Agreement as it reasonably believes are appropriate in order for such provisions to operate in a customary and usual manner for “multiple-currency” syndicated lending agreements to a corporation and certain of its foreign subsidiaries, all with the intention of providing provisions for the Revolving Lenders who are so able and willing to extend credit to such Subsidiaries and for the other Revolving Lenders not to be required to do so. Prior to effecting no longer have any such changes, the Administrative Agent shall give all Revolving Lenders at least five Business Days’ notice thereof and an opportunity to comment thereonobligations hereunder.
Appears in 2 contracts
Samples: Loan Agreement (Western Digital Corp), Loan Agreement (Western Digital Corp)
Additional Borrowers. (a) The Parent may designate any wholly-owned Restricted Subsidiary as a Borrower may at hereunder with respect to the Revolving Facility and/or any timeIncremental Revolving Commitments (and Incremental Revolving Loans) or any Incremental Term Loan Commitments or Incremental Term Loans (other than Incremental Term Loans that are not Other Term Loans); provided, however, that such wholly-owned Restricted Subsidiary shall be organized under the laws of (i) the same jurisdiction under which any other Borrower is organized or (ii) otherwise, a jurisdiction that is reasonably acceptable to the (x) Administrative Agent and (y)(1) in the case of an Additional Borrower with respect to the prior consent Revolving Facility, each of the Administrative Agent Lenders under the Revolving Facility and (2) in the case of an Additional Borrower with respect to any Incremental Term Loans that are Other Term Loans, the Incremental Term Lenders with respect to such consent not to be unreasonably withheld or delayed), add as Incremental Term Loans. Such wholly-owned Restricted Subsidiary shall become an Additional Borrower and a party to this Agreement any Wholly Owned Subsidiary by delivering to be an Additional Borrower. Upon satisfaction of the conditions specified in Section 5.3, such Subsidiary shall for all purposes be a party hereto as Administrative Agent an Additional Borrower Joinder, and all references to the “Borrower” shall also include such Additional Borrower, as fully applicable, upon (a) the receipt by the Administrative Agent of (i) copies, certified by the secretary or assistant secretary of such Additional Borrower, of resolutions of the board of directors or similar governing body of such Additional Borrower approving this Agreement and any other Loan Documents to which such Additional Borrower is becoming a party and performing the obligations thereunder and such other documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization and existence of such Additional Borrower; (ii) an incumbency certificate, executed by the secretary or assistant secretary of such Additional Borrower, which shall identify by name and title and bear the signature of the officers of such Additional Borrower authorized to request Borrowings hereunder and sign this Agreement and the other Loan Documents to which such Additional Borrower is becoming a party, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by Parent or such Additional Borrower, as applicable; (iii) opinions of counsel to such Additional Borrower, in form and substance reasonably satisfactory to the Administrative Agent and its counsel, with respect to the laws of its jurisdiction of organization and such other customary matters as are reasonably requested by counsel to the Administrative Agent and addressed to the Administrative Agent and the Lenders; (iv) at least three (3) Business Days prior to such designation, any other instruments and documents reasonably requested by the Administrative Agent and each Lender under applicable “know-your-customer” or similar rules and regulations, including the USA Patriot Act and the Beneficial Ownership Regulation; and (v) a certificate from Parent and such Additional Borrower certifying that as of the date of such joinder, the conditions set forth in Section 4.02(a) and (b) shall be met as if it had executed a Credit Event were to occur on such date and delivered (b) the Lenders being provided with ten (10) Business Days’ prior notice (or such shorter period of time as the Administrative Agent shall reasonably agree) of any Additional Borrower being proposed to be added pursuant to this Section 9.18(a). This Agreement may be amended as necessary or appropriate, in the reasonable opinion of the Administrative Agent and Parent to effect the provisions of or be consistent with this Section 9.18(a). Notwithstanding any other provision of this Agreement to the contrary, any such deemed amendment may be memorialized in writing by the Administrative Agent with Xxxxxx’s consent, but without the consent of any other Lenders and furnished to the other parties hereto.
(b) Notwithstanding anything to the contrary contained in this Agreement, the parties hereto agree that any US Borrower shall only be jointly and severally liable with respect to the US Borrowings and shall not be jointly and severally liable with respect to any Loans and Obligations of any Borrower that is not a US Borrower.
(c) Notwithstanding anything to the contrary contained in this Agreement (but subject to subsection (b) of this Section 9.18), the parties hereto agree that the Borrower Representative shall be a co-borrower with respect to all Loans and other Obligations of any Additional Borrowers hereunder, and each reference herein to the “Additional Borrower(s)” or the “Borrower(s)” with respect to any Loans (other than Revolving Loans and related extensions of credit incurred directly by any Additional Borrower) or Obligations of any Additional Borrower hereunder shall be deemed to be a reference to any Additional Borrower and the Borrowers Borrower Representative, jointly and severally. Subject to subsection (b) of this Section 9.18, each Additional Borrower and the Borrower Representative shall be jointly and severally liable for all such Loans and other Obligations, regardless of which Borrower actually receives the benefit thereof or the manner in which they account for such Loans and Obligations (limited toon their books and records. Upon the commencement and during the continuation of any Event of Default, with respect to any Borrower that is a Foreign Subsidiary, the Obligations of Foreign Loan Parties). The Administrative Agent shall notify the Revolving Lenders at least five Business Days prior to granting such consent and, if any Revolving Lender notifies the Administrative Agent within five Business Days that it is not permitted by and the applicable Requirements of Law or any of its organizational policies to make Revolving Loans to, or participate Lenders may (in Letters of Credit or Swingline Loans for accordance with the account of, the relevant Subsidiary, shall withhold such consent (which shall not be deemed to have been unreasonably withheld) or shall give such consent only upon effecting changes to the provisions terms of this Agreement as are contemplated by paragraph and the other Loan Documents) proceed directly and at once, without notice, against any Additional Borrower or the Borrower Representative to collect and recover the full amount, or any portion of, such Obligations, without first proceeding against the other Borrower(s) or any other Person, or any security or collateral for such Obligations, subject, however, to subsection (cb) of this Section 10.21 that will assure that such Revolving Lender is not required to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account of, such Subsidiary.
(b) So long as the principal of and interest on any Loans made to any 9.18. Each Additional Borrower under this Agreement shall have been paid in full and all other obligations of such Additional the Borrower under this Agreement (other than contingent indemnification obligations) shall have been fully performed, the Parent Borrower may, by not less than five Business Days’ prior notice to Representative consents and agrees that neither the Administrative Agent (which nor the Lenders shall promptly notify the relevant Lenders thereof), terminate such Subsidiary’s status as an “Additional Borrower”.
(c) In order be under any obligation to accommodate (i) the addition marshal any assets in favor of a Subsidiary as an Additional any Borrower or (ii) extensions against or in payment of credit to an Additional Borrower, in each case, where one any or more Revolving Lenders are legally able and willing to lend Revolving Loans to, and participate in Letters all of Credit issued for the account of, such Subsidiary, but other Revolving Lenders are not so able and willing, the Administrative Agent shall be permitted, with the consent of the Parent Borrower and the Required Lenders, to effect such changes to the provisions of this Agreement as it reasonably believes are appropriate in order for such provisions to operate in a customary and usual manner for “multiple-currency” syndicated lending agreements to a corporation and certain of its foreign subsidiaries, all with the intention of providing provisions for the Revolving Lenders who are so able and willing to extend credit to such Subsidiaries and for the other Revolving Lenders not to be required to do so. Prior to effecting any such changes, the Administrative Agent shall give all Revolving Lenders at least five Business Days’ notice thereof and an opportunity to comment thereonObligations.
Appears in 2 contracts
Samples: Credit Agreement (Endo, Inc.), Credit Agreement (Endo, Inc.)
Additional Borrowers. Other investment companies (a) The Parent Borrower may at any timeor series of investment companies), in addition to those Borrowers which are original signatories to this Agreement, may, with the prior consent written approval of all the Banks, become parties to this Agreement and be deemed Tranche A Borrowers or Tranche A Borrowers and Tranche B Borrowers, as applicable, in each case for all purposes of this Agreement by executing an instrument substantially in the form of Exhibit G hereto (with such changes therein may be approved by the Administrative Agent), which instrument shall (i) have attached to it a copy of this Agreement (as the same may have been amended) with a revised Allocation Notice reflecting the participation of such additional investment company and (ii) be accompanied by the documents and instruments required to be delivered by the Borrowers pursuant to Section 3.1 hereof, including, without limitation, an opinion of counsel for such Borrower, in a form reasonably satisfactory to the Administrative Agent and its counsel; provided, that the joinder of any Additional Borrower shall be effective no earlier than five (5) Business Days following receipt by the Banks of such documents and information requested by the Administrative Agent or any Bank that are reasonably required in order to comply with “know-your-customer” and other anti-terrorism, anti-money laundering and similar rules and regulations, including without limitation the USA PATRIOT Act; and provided, further, that no such Additional Borrower shall be added unless each Bank consents, except that (A) to the extent an existing Borrower converts to a “master/feeder” structure, no consent not shall be required for the master trust in such structure to become a Borrower hereunder after such conversion, provided the converting Borrower ceases to be unreasonably withheld a Borrower hereunder on or delayedprior to such conversion and provided that such master trust is formed under the laws of a State in the United States and (B) to the extent that an existing Borrower which is a “master trust” is merged into (or transfers all or substantially all of its assets and liabilities to) its feeder fund (the “Former Feeder Fund”), add as no consent shall be required for such Former Feeder Fund to become a party to this Agreement any Wholly Owned Subsidiary to be an Additional Borrower. Upon satisfaction Borrower if in connection with such merger or transfer such Former Feeder Fund shall hold all or substantially all the assets and liabilities of the conditions specified in Section 5.3prior master trust, such Subsidiary Former Feeder Fund is formed under the laws of a State in the United States and, prior to such merger or transfer, such Former Feeder Fund shall for all purposes be a party hereto as have no Debt. The Joinder pursuant to which an Additional Borrower as fully as if it had executed and delivered this Agreement, and the Borrowers shall be jointly and severally liable for the Obligations (limited to, with respect to any Borrower that is becomes a Foreign Subsidiary, the Obligations of Foreign Loan Parties). The Administrative Agent shall notify the Revolving Lenders at least five Business Days prior to granting such consent and, if any Revolving Lender notifies the Administrative Agent within five Business Days that it is not permitted by applicable Requirements of Law or any of its organizational policies to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account of, the relevant Subsidiary, shall withhold such consent (which shall not be deemed to have been unreasonably withheld) or shall give such consent only upon effecting changes to the provisions of this Agreement as are contemplated by paragraph (c) of this Section 10.21 that will assure that such Revolving Lender is not required to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account of, such Subsidiary.
(b) So long as the principal of and interest on any Loans made to any Additional Borrower under this Agreement shall have been paid specify whether such Additional Borrower is a Tranche A Borrower or a Tranche A Borrower and a Tranche B Borrower. Additional Borrowers may be added to this Agreement only once per each calendar quarter. Each new Borrower added to the Credit Facility after the addition of five (5) new Borrowers shall pay a new Borrower’s fee in full and all other obligations the amount of $1,500 to the Administrative Agent, provided that the Administrative Agent may, in its sole discretion, waive the requirement to pay such fee. To the extent that the Banks deem that the Permitted Asset Coverage Ratio is insufficient with respect to any Additional Borrower, the Joinder in which such Additional Borrower becomes a Borrower may, with the agreement of such Additional Borrower under and each Bank, contain language amending this Agreement (other than contingent indemnification obligations) shall have been fully performed, the Parent Borrower may, by not less than five Business Days’ prior notice to the Administrative Agent (which shall promptly notify the relevant Lenders thereof), terminate provide for a different Permitted Asset Coverage Ratio with respect to such Subsidiary’s status as an “Additional Borrower”.
(c) In order to accommodate (i) the addition of a Subsidiary as an Additional Borrower or (ii) extensions of credit to an Additional Borrower, in each case, where one or more Revolving Lenders are legally able and willing to lend Revolving Loans to, and participate in Letters of Credit issued for the account of, such Subsidiary, but other Revolving Lenders are not so able and willing, the Administrative Agent shall be permitted, with the consent of the Parent Borrower and the Required Lenders, to effect such changes to the provisions of this Agreement as it reasonably believes are appropriate in order for such provisions to operate in a customary and usual manner for “multiple-currency” syndicated lending agreements to a corporation and certain of its foreign subsidiaries, all with the intention of providing provisions for the Revolving Lenders who are so able and willing to extend credit to such Subsidiaries and for the other Revolving Lenders not to be required to do so. Prior to effecting any such changes, the Administrative Agent shall give all Revolving Lenders at least five Business Days’ notice thereof and an opportunity to comment thereon.
Appears in 2 contracts
Samples: Credit Agreement (BlackRock Series Fund II, Inc.), Credit Agreement (BlackRock Series Fund II, Inc.)
Additional Borrowers. (a) The Parent Borrower may at any time, with the prior consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed), add as a party to this Agreement any Wholly Owned Subsidiary to be an Additional Borrower. Upon satisfaction of the conditions specified in Section 5.3, such Subsidiary shall for all purposes be a party hereto as an Additional Borrower as fully as if it had executed and delivered this Agreement, and the Borrowers shall be jointly and severally liable for the Obligations (limited to, with respect to any Borrower that is a Foreign Subsidiary, the Obligations of Foreign Loan Parties). The Administrative Agent shall notify the Revolving Lenders at least five Business Days prior to granting such consent and, if any Revolving Lender notifies the Administrative Agent within five Business Days that it is not permitted by applicable Requirements of Law or any of its organizational policies to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account of, the relevant Subsidiary, shall withhold such consent (which shall not be deemed to have been unreasonably withheld) or shall give such consent only upon effecting changes to the provisions of this Agreement as are contemplated by paragraph (c) of this Section 10.21 that will assure that such Revolving Lender is not required to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account of, such Subsidiary.
(b) So long as the principal of and interest on any Loans made to any Additional Borrower under this Agreement shall have been paid in full and all other obligations of such Additional Borrower under this Agreement (other than contingent indemnification obligations) shall have been fully performed, the Parent Borrower may, by not less than five Business Days30 days’ prior notice to the Administrative Agent (or such shorter period of time to which the Administrative Agent may agree), and subject to the written consent of the Revolving Lenders, which consent of each Revolving Lender shall not be unreasonably withheld (it being understood that a Revolving Lender shall be deemed to have acted reasonably in withholding its consent if (i) it is unlawful for such Revolving Lender to make Revolving Loans under this Agreement to the proposed additional Borrower, (ii) such Revolving Lender cannot or has not determined that it is lawful to do so, (iii) the making of a Revolving Loan to the proposed additional Borrower might reasonably be expected to subject such Lender to adverse tax consequences, (iv) such Lender is required or has determined that it is prudent to register or file in the jurisdiction of formation or organization of the proposed additional Borrower and it does not wish to do so or (v) such Lender is restricted by operational or administrative procedures or other applicable internal policies from extending credit under this Agreement to Persons in the jurisdiction in which the proposed additional Borrower is located), the Company may designate one or more Guarantors to be additional joint and several direct Borrowers hereunder by written request to the Administrative Agent accompanied by (a) an executed Assumption Agreement and appropriate Notes (to the extent requested by any Lender) executed by the designated Guarantor, (b) a certificate of good standing of the designated Guarantor in the jurisdiction of its incorporation or organization, (c) a certified resolution of such Guarantor’s board of directors or other governing body authorizing the execution and delivery of the Assumption Agreement and such Notes, (d) a written consent to the Assumption Agreement executed by each Guarantor, (e) appropriate written legal opinions reasonably requested by the Administrative Agent with respect to such new Borrower and the Assumption Agreement covering matters similar to those covered in the opinions delivered on the Closing Date (and, if such written request is made on or after the First Amendment Effective Date, those covered in the collateral-related opinions delivered on the First Amendment Effective Date) and (f) such documentation and other evidence as is reasonably requested by the Administrative Agent or any Lender in order for the Administrative Agent or such Lender to carry out and be satisfied it has complied with the results of all necessary “know your customer” or other similar checks under the USA PATRIOT Act, under similar regulations and, if the Borrower qualifies as a “legal entity customer,” under the Beneficial Ownership Regulation and is not otherwise prohibited by Law from making Loans to such new Borrower. The Obligations of any additional Borrowers designated pursuant to this Section 2.17 may be limited as to amount as directed by the Company. The Administrative Agent shall promptly notify the relevant Lenders thereof)of such request, terminate together with copies of such Subsidiary’s status as an “Additional Borrower”.
(c) In order to accommodate (i) the addition of a Subsidiary as an Additional Borrower or (ii) extensions of credit to an Additional Borrower, in each case, where one or more Revolving Lenders are legally able and willing to lend Revolving Loans to, and participate in Letters of Credit issued for the account of, such Subsidiary, but other Revolving Lenders are not so able and willing, the Administrative Agent shall be permitted, with the consent of the Parent Borrower foregoing as any Lender may request and the Required Lenders, to effect such changes to the provisions of this Agreement as it reasonably believes are appropriate in order for such provisions to operate in designated Guarantor shall become a customary and usual manner for “multiple-currency” syndicated lending agreements to a corporation and certain of its foreign subsidiaries, all with the intention of providing provisions for the Revolving Lenders who are so able and willing to extend credit to such Subsidiaries and for the other Revolving Lenders not to be required to do so. Prior to effecting any such changes, the Administrative Agent shall give all Revolving Lenders at least five Business Days’ notice thereof and an opportunity to comment thereonBorrower hereunder.
Appears in 2 contracts
Samples: Credit Agreement (MGM Resorts International), Credit Agreement (MGM Resorts International)
Additional Borrowers. (ai) The Subject to paragraph (ii) below, the Company may, upon not less than 5 Business Days prior written notice to the Administrative Agent, request that it or any Permitted Affiliate Parent or any member of the Bank Group which is a direct or indirect wholly-owned Subsidiary of any Permitted Affiliate Parent and that is a wholly-owned Subsidiary of any Permitted Affiliate Holdco becomes an Additional Borrower under this Agreement.
(ii) Such member of the Bank Group or any Permitted Affiliate Parent may at become an Additional Borrower to a Facility if:
(A) it is incorporated in the same jurisdiction as an existing Borrower for that Facility or the Required Lenders have approved the addition of that member of the Bank Group or any timePermitted Affiliate Parent as an Additional Borrower;
(B) such member of the Bank Group or the Permitted Affiliate Parent, with as applicable, and the prior consent of Company deliver to the Administrative Agent (a duly completed and executed joinder agreement in form and substance reasonably satisfactory to the Administrative Agent pursuant to which such consent not member of the Bank Group or the Permitted Affiliate Parent, as applicable, agrees to be unreasonably withheld or delayed), add as become a party to this Agreement any Wholly Owned Subsidiary to be as an Additional Borrower. Upon satisfaction ;
(C) The Company confirms that no Event of Default is continuing or would occur as a result of that member of the conditions specified in Section 5.3, such Subsidiary shall for all purposes be a party hereto as Bank Group or any Permitted Affiliate Parent becoming an Additional Borrower as fully as if it had executed Borrower; and
(D) the Administrative Agent has received all of the documents and delivered this Agreementother evidence listed in Schedule 10.21 in relation to that member of the Bank Group or any Permitted Affiliate Parent, each in form and substance reasonably satisfactory to the Borrowers shall be jointly and severally liable for the Obligations Administrative Agent.
(limited to, with respect to any Borrower that is a Foreign Subsidiary, the Obligations of Foreign Loan Parties). iii) The Administrative Agent shall notify the Revolving Company and the Lenders at least five Business Days prior to granting such consent and, if any Revolving Lender notifies promptly upon being satisfied that the Administrative Agent within five Business Days that it is not permitted by applicable Requirements of Law or any of its organizational policies to make Revolving Loans to, or participate conditions specified in Letters of Credit or Swingline Loans for the account of, the relevant Subsidiary, shall withhold such consent (which shall not be deemed to have been unreasonably withheld) or shall give such consent only upon effecting changes to the provisions of this Agreement as are contemplated by paragraph (c) of this Section 10.21 that will assure that such Revolving Lender is not required to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account of, such Subsidiary.
(b) So long as above (and, in the principal case of and interest on any Loans made to any Additional Borrower under this Agreement shall Permitted Affiliate Parent, Section 10.21(a)) have been paid in full and all other obligations of such Additional Borrower under this Agreement (other than contingent indemnification obligations) shall have been fully performed, the Parent Borrower may, by not less than five Business Days’ prior notice to the Administrative Agent (which shall promptly notify the relevant Lenders thereof), terminate such Subsidiary’s status as an “Additional Borrower”satisfied.
(c) In order to accommodate (i) the addition of a Subsidiary as an Additional Borrower or (ii) extensions of credit to an Additional Borrower, in each case, where one or more Revolving Lenders are legally able and willing to lend Revolving Loans to, and participate in Letters of Credit issued for the account of, such Subsidiary, but other Revolving Lenders are not so able and willing, the Administrative Agent shall be permitted, with the consent of the Parent Borrower and the Required Lenders, to effect such changes to the provisions of this Agreement as it reasonably believes are appropriate in order for such provisions to operate in a customary and usual manner for “multiple-currency” syndicated lending agreements to a corporation and certain of its foreign subsidiaries, all with the intention of providing provisions for the Revolving Lenders who are so able and willing to extend credit to such Subsidiaries and for the other Revolving Lenders not to be required to do so. Prior to effecting any such changes, the Administrative Agent shall give all Revolving Lenders at least five Business Days’ notice thereof and an opportunity to comment thereon.
Appears in 2 contracts
Samples: Second Lien Credit Agreement (Liberty Global PLC), First Lien Credit Agreement (Liberty Global PLC)
Additional Borrowers. (a) The Parent Lead Borrower may at any time, with upon not less than 15 Business Days’ notice from the prior consent of Lead Borrower to the Administrative Agent (or such consent not to shorter period as may be unreasonably withheld or delayedagreed by the Administrative Agent in its sole discretion), add as a party to this Agreement designate any Wholly Owned Material Subsidiary to be an Additional Borrower. Upon satisfaction of the conditions specified in Section 5.3, such Subsidiary shall for all purposes be a party hereto as an Additional Borrower as fully as if it had executed and delivered this Agreement, and the Borrowers shall be jointly and severally liable for the Obligations (limited to, with respect to any Borrower that is a Foreign Subsidiary, Domestic Subsidiary of the Obligations of Foreign Loan Parties). The Administrative Agent shall notify the Revolving Lenders at least five Business Days prior Lead Borrower (an “Applicant Borrower”) as a Borrower to granting such consent and, if any Revolving Lender notifies the Administrative Agent within five Business Days that it is not permitted receive Loans hereunder by applicable Requirements of Law or any of its organizational policies to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account of, the relevant Subsidiary, shall withhold such consent (which shall not be deemed to have been unreasonably withheld) or shall give such consent only upon effecting changes to the provisions of this Agreement as are contemplated by paragraph (c) of this Section 10.21 that will assure that such Revolving Lender is not required to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account of, such Subsidiary.
(b) So long as the principal of and interest on any Loans made to any Additional Borrower under this Agreement shall have been paid in full and all other obligations of such Additional Borrower under this Agreement (other than contingent indemnification obligations) shall have been fully performed, the Parent Borrower may, by not less than five Business Days’ prior notice delivering to the Administrative Agent (which shall promptly notify deliver counterparts thereof to each Lender) a duly executed Borrower Request and Assumption Agreement. The parties hereto acknowledge and agree that prior to any Applicant Borrower becoming entitled to utilize the relevant credit facilities provided for herein the Administrative Agent and the Lenders thereof)shall have received such supporting resolutions, terminate such Subsidiary’s status as an “Additional Borrower”.
(c) In order to accommodate (i) the addition incumbency certificates, opinions of a Subsidiary as an Additional Borrower counsel and other documents or (ii) extensions of credit to an Additional Borrowerinformation, in each caseform and substance reasonably satisfactory to the Administrative Agent, where one or more Revolving Lenders are legally able and willing to lend Revolving Loans toas may be required by the Administrative Agent in its reasonable discretion, and participate in Letters Notes signed by such new Borrowers to the extent any Lenders so require and the Applicant Borrower shall have complied with the terms and conditions of Credit issued for Sections 6.11 and 6.13 as if such Applicant Borrower were a Restricted Subsidiary referenced therein. If the account ofAdministrative Agent agrees that an Applicant Borrower shall be entitled to receive Loans hereunder, then promptly following receipt of all such Subsidiaryrequested resolutions, but incumbency certificates, opinions of counsel and other Revolving Lenders are not so able and willingdocuments or information, the Administrative Agent shall be permitted, with send Borrower Notice to the consent of the Parent Lead Borrower and the Required LendersLenders specifying the effective date upon which the Applicant Borrower shall constitute a Borrower for purposes hereof, whereupon each of the Lenders agrees to effect permit such changes Borrower to receive Loans hereunder, on the provisions terms and conditions set forth herein, and each of the parties agrees that such Borrower otherwise shall be a Borrower for all purposes of this Agreement as it reasonably believes are appropriate in order for such provisions Agreement.
(b) The Lead Borrower may from time to operate in a customary and usual manner for “multiple-currency” syndicated lending agreements to a corporation and certain of its foreign subsidiariestime, all with the intention of providing provisions for the Revolving Lenders who are so able and willing to extend credit to such Subsidiaries and for the other Revolving Lenders upon not to be required to do so. Prior to effecting any such changes, the Administrative Agent shall give all Revolving Lenders at least five less than 15 Business Days’ notice thereof from the Lead Borrower to the Administrative Agent (or such shorter period as may be agreed by the Administrative Agent in its sole discretion), terminate a Borrower’s status as such, provided that there are no outstanding Loans payable by such Borrower, or other amounts payable by such Borrower on account of any Loans made to it, as of the effective date of such termination; provided, further no Borrower’s status shall be terminated as such until and an opportunity unless such Borrower satisfies the requirements of Section s 6.11 and 6.13 to comment thereonbecome a Guarantor as if such Borrower were the Restricted Subsidiary referenced therein. The Administrative Agent will promptly notify the Lenders of any such termination of a Borrower’s status.
Appears in 2 contracts
Samples: Credit Agreement (Performance Food Group Co), Credit Agreement (Performance Food Group Co)
Additional Borrowers. (a) The Parent Borrower Notwithstanding anything in Section 12.1 to the contrary, following the Closing Date, the Borrowers’ Agent may at any timerequest that one or more of its Subsidiaries that is a Wholly Owned Subsidiary organized under the laws of a jurisdiction in the United States or Canada be added to this Agreement as an additional borrower (an “Additional Borrower”) by delivering to the Agent a written notice; provided that:
(i) the Agent shall have consented, with the prior which consent of the Administrative Agent (such consent may not to be unreasonably withheld or delayed)withheld, add as to the designation of such Additional Borrower;
(ii) (A) such Additional Borrower shall become a party to this Agreement any Wholly Owned Subsidiary as a U.S. Borrower or a Canadian Borrower, as applicable, pursuant to be an Additional Borrower. Upon satisfaction of joinder documentation in form and substance reasonably acceptable to the conditions specified in Section 5.3Agent and the Borrowers’ Agent and (B) to the extent reasonably requested by the Agent, the Agent shall have received such Subsidiary shall for all purposes be a party hereto as an opinions, certificates, Charter Documents and other similar documents with respect to the Additional Borrower as fully are substantially consistent (as if it had executed and modified for differences in jurisdiction or as otherwise modified in a manner reasonably acceptable to the Agent) with those delivered this Agreementwith respect to the U.S. Borrower or the Canadian Borrowers, and as applicable, on the Borrowers Closing Date pursuant to Section 9.1(c);
(iii) (A) the Agent shall be jointly and severally liable for the Obligations (limited tohave first received, with respect to such Additional Borrower, all documentation and other information that is required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations including the Act (as defined in Section 14.23) to the extent reasonably requested in writing by the Agent and the Lenders and (B) any Additional Borrower that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have first delivered, to each Lender that so requested, a Beneficial Ownership Certification in relation to such Additional Borrower;
(iv) (A) in the case of an Additional Borrower that is a Foreign Subsidiaryorganized under the Laws of the United States of America, any state thereof or the Obligations District of Foreign Loan Parties). The Administrative Agent shall notify Columbia, to the Revolving Lenders at least five Business Days prior to granting extent such consent and, if any Revolving Lender notifies the Administrative Agent within five Business Days that it Additional Borrower is not permitted already a U.S. Guarantor, such Additional Borrower shall (x) execute and deliver to the Agent a Supplemental Agreement (as defined in the U.S. GCA) and such other amendments to the U.S. Security Documents as the Agent may reasonably deem necessary or reasonably advisable to grant to the Agent, for the benefit of the Secured Parties, a perfected security interest (as and to the extent provided in the U.S. Security Documents) in the Collateral of such Additional Borrower, (y) deliver such other documentation as the Agent may reasonably request in accordance with the U.S. Security Documents (and subject to the limitations set out therein) in order to cause the Lien created by the U.S. Security Documents in such Additional Borrower’s Collateral to be duly perfected in accordance with all applicable Requirements of Law or any Law, including the filing of its organizational policies financing statements in such jurisdictions as may reasonably be requested by the Agent, and such other documents with respect to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account of, the relevant Subsidiary, shall withhold such consent (which shall not be deemed to have been unreasonably withheld) or shall give such consent only upon effecting changes to the provisions of this Agreement as are contemplated by paragraph (c) of this Section 10.21 that will assure that such Revolving Lender is not required to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account of, such Subsidiary.
(b) So long as the principal of and interest on any Loans made to any Additional Borrower under this Agreement shall have been paid in full and all other obligations of such Additional Borrower under this Agreement as the Agent may reasonably request that are consistent with the documents in place or delivered to the Agent by the Obligors on the Closing Date, and (other than contingent indemnification obligationsz) shall have been fully performedexcept as may otherwise be provided in the definition of the term “Permitted Acquisition”, prior to including such Additional Borrower’s assets in the U.S. Borrowing Base, the Parent Borrower may, by not less than five Business Days’ prior notice Agent shall conduct an Appraisal and field examination with respect to the Administrative Agent (which shall promptly notify the relevant Lenders thereof), terminate such Subsidiary’s status as an “Additional Borrower”.
, including of (cA) In order to accommodate such Additional Borrower’s practices in the computation of its Borrowing Base and (iB) the addition of a Subsidiary as an Additional Borrower or (ii) extensions of credit to an assets included in such Additional Borrower’s Borrowing Base and related financial information such as, but not limited to, sales, gross margins, payables, accruals and reserves, in each case, where one or more Revolving Lenders are legally able prepared on a basis reasonably satisfactory to the Agent and willing to lend Revolving Loans to, and participate in Letters of Credit issued for at the account of, such Subsidiary, but other Revolving Lenders are not so able and willing, the Administrative Agent shall be permitted, with the consent sole expense of the Parent Borrower and the Required Lenders, to effect such changes to the provisions of this Agreement as it reasonably believes are appropriate in order for such provisions to operate in a customary and usual manner for “multiple-currency” syndicated lending agreements to a corporation and certain of its foreign subsidiaries, all with the intention of providing provisions for the Revolving Lenders who are so able and willing to extend credit to such Subsidiaries and for the other Revolving Lenders not to be required to do so. Prior to effecting any such changes, the Administrative Agent shall give all Revolving Lenders at least five Business Days’ notice thereof and an opportunity to comment thereon.Obligors; or
Appears in 2 contracts
Samples: Credit Agreement (Herc Holdings Inc), Credit Agreement (Herc Holdings Inc)
Additional Borrowers. (a) The Parent U.S. Borrower may at designate any time, with wholly owned Subsidiary as a Borrower under any of the prior consent of Commitments; provided that (x) the Administrative Agent (and in the case of any Foreign Subsidiary so designated, each applicable Lender) shall be reasonably satisfied that the applicable Lenders may make loans and other extensions of credit to such consent not person in the applicable currency or currencies in such person’s jurisdiction in compliance with applicable laws and regulations and without being subject to any unreimbursed or unindemnified Tax or other expense and (y) the Administrative Agent and each applicable Lender shall have received any and all documentation and other information with respect to such person that it reasonably requests in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act. Upon the receipt by the Administrative Agent of a Borrowing Subsidiary Agreement executed by such a wholly owned Subsidiary, Holdings and the U.S. Borrower, such wholly owned Subsidiary shall be unreasonably withheld or delayed), add as a Borrower and a party to this Agreement any Wholly Owned Agreement. A Subsidiary shall cease to be an Additional Borrower. Upon satisfaction of a Borrower hereunder at such time as no Loans, Fees or any other amounts due in connection therewith pursuant to the conditions specified in Section 5.3, such Subsidiary shall for all purposes be a party hereto as an Additional Borrower as fully as if it had executed and delivered this Agreement, and the Borrowers terms hereof shall be jointly and severally liable for the Obligations (limited to, with respect to any Borrower that is a Foreign outstanding by such Subsidiary, the Obligations of Foreign Loan Parties). The Administrative Agent shall notify the Revolving Lenders at least five Business Days prior to granting such consent and, if any Revolving Lender notifies the Administrative Agent within five Business Days that it is not permitted by applicable Requirements of Law or any of its organizational policies to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account of, the relevant Subsidiary, shall withhold such consent (which shall not be deemed to have been unreasonably withheld) or shall give such consent only upon effecting changes to the provisions of this Agreement as are contemplated by paragraph (c) of this Section 10.21 that will assure that such Revolving Lender is not required to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account of, such Subsidiary.
(b) So long as the principal of and interest on any Loans made to any Additional Borrower under this Agreement shall have been paid in full and all other obligations of such Additional Borrower under this Agreement (other than contingent indemnification obligations) shall have been fully performed, the Parent Borrower may, by not less than five Business Days’ prior notice to the Administrative Agent (which shall promptly notify the relevant Lenders thereof), terminate such Subsidiary’s status as an “Additional Borrower”.
(c) In order to accommodate (i) the addition of a Subsidiary as an Additional Borrower or (ii) extensions of credit to an Additional Borrower, in each case, where one or more Revolving Lenders are legally able and willing to lend Revolving Loans to, and participate in no Letters of Credit issued for the account of, of such Subsidiary, but other Revolving Lenders are not so able Subsidiary shall be outstanding and willing, such Subsidiary and the U.S. Borrower shall have executed and delivered to the Administrative Agent shall be permitteda Borrowing Subsidiary Termination; provided that, with the consent of the Parent Borrower and the Required Lenders, to effect such changes notwithstanding anything herein to the provisions of this Agreement as it reasonably believes are appropriate in order for such provisions to operate in a customary and usual manner for “multiple-currency” syndicated lending agreements to a corporation and certain of its foreign subsidiariescontrary, all with the intention of providing provisions for the Revolving Lenders who are so able and willing to extend credit to such Subsidiaries and for the other Revolving Lenders not no Subsidiary shall cease to be required to do so. Prior to effecting any such changes, the Administrative Agent shall give all Revolving Lenders at least five Business Days’ notice thereof and an opportunity to comment thereona Borrower solely because it no longer is a wholly owned Subsidiary.
Appears in 1 contract
Samples: Credit Agreement (Cbre Group, Inc.)
Additional Borrowers. (a) The Parent Borrower may at any time, with the prior consent of the Administrative Agent (such consent not time and from time to be unreasonably withheld or delayed), add as a party to this Agreement time designate any Wholly Owned Subsidiary of the Borrower or Holdings as an additional Borrower hereunder for all or any portion of any of the Facilities in addition to be the original Borrower (an “Additional Borrower. Upon satisfaction ”), in each case by delivery to the Administrative Agent of the conditions specified in Section 5.3, a Borrower Joinder Agreement executed by such Subsidiary shall for all purposes be a party hereto as an Additional Borrower as fully as if it had executed and delivered this Agreement, and the Borrowers shall which will provide that such Additional Borrower will be jointly and severally liable for the Obligations Loans made to it (and the Borrower’s only liability for the Loans made to the Additional Borrower will be as guarantor thereof); provided, that (a) the Administrative Agent, on behalf of itself and the Lenders, shall have received such representations and warranties, assurances, legal opinions (subject to customary qualifications and assumptions) and other documents as may be reasonably requested by the Administrative Agent, including but not limited toto those relating to the formation, with respect existence and good standing of such Additional Borrower and the authorization and legality of the delivery and performance of the Loan Documents to any Borrower that which it is a Foreign Subsidiaryparty and the extensions of credit to be made to it hereunder; (b) such Additional Borrower shall have become party to the US Guarantee and Collateral Agreement or the Canadian Collateral Agreement, as the Obligations case may be, to the extent not already a party thereto, and shall have otherwise complied and caused its Subsidiaries to comply with the requirements of Foreign Loan Parties). The Section 7.10; (c) the Administrative Agent and the Lenders shall notify the Revolving Lenders have received, at least five Business Days prior to granting the effectiveness of the designation of such consent andAdditional Borrower, if any Revolving Lender notifies all documentation and other information relating to such Additional Borrower requested by them for purposes of ensuring compliance with applicable “know your customer” and anti-money laundering rules and regulations, including the Administrative Agent within five Business Days that it is not permitted by applicable Requirements PATRIOT Act (as defined in Section 11.17); (d) such Additional Borrower shall be Solvent and organized under the laws of Law or any of its organizational policies to make Revolving Loans toCanada, the United States, or participate in Letters a province or state thereof; (e) no Default or Event of Credit or Swingline Loans for Default shall have occurred and be continuing nor will result therefrom; and (f) the account of, the relevant Subsidiary, shall withhold designation of such consent (which Additional Borrower as a Borrower hereunder shall not be deemed result in any adverse tax consequences related to have been unreasonably withheld) withholding tax or shall give such consent only upon effecting changes similar amounts on payments to the provisions of this Lenders (after taking into account the Borrower’s indemnification obligations under Section 2.21). Notwithstanding the foregoing, no Borrower Joinder Agreement as are contemplated by paragraph (c) of this Section 10.21 that will assure that such Revolving Lender is not required to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account of, such Subsidiary.
(b) So long as the principal of and interest on any Loans made shall become effective with respect to any Additional Borrower under this Agreement if it shall have been paid in full and all other obligations of be unlawful for such Additional Borrower under this to become a Borrower hereunder or for any Lender to make Loans to such Additional Borrower as provided herein. As soon as practicable upon receipt of a Borrower Joinder Agreement (other than contingent indemnification obligations) shall have been fully performed, and the Parent Borrower may, by not less than five Business Days’ prior notice satisfaction of the conditions set forth herein with respect to the Administrative Agent (which shall promptly notify the relevant Lenders thereof), terminate such Subsidiary’s status as an “Additional Borrower”.
(c) In order to accommodate (i) the addition of a Subsidiary as an Additional Borrower or (ii) extensions of credit to an Additional Borrower, in each case, where one or more Revolving Lenders are legally able and willing to lend Revolving Loans to, and participate in Letters of Credit issued for the account of, such Subsidiary, but other Revolving Lenders are not so able and willingwhich it relates, the Administrative Agent shall be permitted, with the consent of the Parent Borrower and the Required Lenders, send a copy thereof to effect such changes to the provisions of this Agreement as it reasonably believes are appropriate in order for such provisions to operate in a customary and usual manner for “multiple-currency” syndicated lending agreements to a corporation and certain of its foreign subsidiaries, all with the intention of providing provisions for the Revolving Lenders who are so able and willing to extend credit to such Subsidiaries and for the other Revolving Lenders not to be required to do so. Prior to effecting any such changes, the Administrative Agent shall give all Revolving Lenders at least five Business Days’ notice thereof and an opportunity to comment thereoneach Lender.
Appears in 1 contract
Additional Borrowers. (a) The Parent Borrower Subject to Section 8.14, Centuri may at any time, with the prior consent of upon not less than fifteen (15) Business Days’ notice from Centuri to the Administrative Agent and the Lenders (or such consent not to shorter period as may be unreasonably withheld or delayedagreed by the Administrative Agent in its sole discretion), add as request that a party to this Agreement any Wholly Wholly-Owned US Subsidiary to or Wholly- Owned Canadian Subsidiary (each, an “Applicant Borrower”) be an Additional Borrower. Upon satisfaction of the conditions specified in Section 5.3, such Subsidiary shall for all purposes be a party hereto designated as an Additional Borrower as fully as if it had executed to receive Loans and delivered this Agreement, and the Borrowers shall be jointly and severally liable for the Obligations (limited to, with respect to any Borrower that is a Foreign Subsidiary, the Obligations of Foreign Loan Parties). The Administrative Agent shall notify the Revolving Lenders at least five Business Days prior to granting such consent and, if any Revolving Lender notifies the Administrative Agent within five Business Days that it is not permitted by applicable Requirements of Law or any of its organizational policies to make Revolving Loans to, or participate in request Letters of Credit or Swingline Loans for the account of, the relevant Subsidiary, shall withhold such consent (which shall not be deemed to have been unreasonably withheld) or shall give such consent only upon effecting changes to the provisions of this Agreement as are contemplated hereunder by paragraph (c) of this Section 10.21 that will assure that such Revolving Lender is not required to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account of, such Subsidiary.
(b) So long as the principal of and interest on any Loans made to any Additional Borrower under this Agreement shall have been paid in full and all other obligations of such Additional Borrower under this Agreement (other than contingent indemnification obligations) shall have been fully performed, the Parent Borrower may, by not less than five Business Days’ prior notice delivering to the Administrative Agent (which shall promptly notify deliver counterparts thereof to each Lender) a duly executed notice and agreement in substantially the relevant Lenders thereof), terminate such Subsidiary’s status as form of Exhibit I (an “Additional BorrowerBorrower Request and Assumption Agreement”.
(c) In order to accommodate (i) the addition of a ); provided that no US Subsidiary or Canadian Subsidiary may be designated as an Additional Borrower without the consent of each Revolving Credit Lender unless such US Subsidiary or (ii) extensions Canadian Subsidiary is already a US Subsidiary Guarantor or Canadian Subsidiary Guarantor, as applicable. The parties hereto acknowledge and agree that prior to any Applicant Borrower becoming entitled to utilize the Credit Facilities, the Administrative Agent and the Lenders shall have received such supporting Security Documents, supplements to the Loan Documents, resolutions, incumbency certificates, opinions of credit counsel, all documentation and other information in order to an Additional Borrowercomply with requirements of any Anti-Money Laundering Laws including, without limitation, the PATRIOT Act and any applicable “know your customer” rules and regulations, Beneficial Ownership Certification and other documents or information, in each caseform, where one content and scope reasonably satisfactory to the Administrative Agent, as may be required by the Administrative Agent or more Revolving the Lenders are legally able and willing to lend Revolving Loans toin their sole discretion, and participate in Notes signed by such new Borrowers to the extent any Lenders so require. If the Administrative Agent and the Lenders agree that an Applicant Borrower shall be entitled to receive Loans and request Letters of Credit issued for the account ofhereunder, then promptly following receipt of all such Subsidiary, but other Revolving Lenders are not so able requested documents and willinginformation described above, the Administrative Agent shall be permittedsend a notice in substantially the form of Exhibit J (an “Additional Borrower Notice”) to Centuri and the Lenders specifying the effective date upon which the Applicant Borrower shall constitute an Additional Borrower for purposes hereof, with the consent whereupon each of the Parent Lenders agrees to permit such Additional Borrower to receive Loans and request Letters of Credit hereunder, on the Required Lendersterms and conditions set forth herein, to effect and each of the parties agrees that such changes to the provisions Additional Borrower otherwise shall be a Borrower for all purposes of this Agreement as it reasonably believes are appropriate in order for Agreement; provided that no Notice of Borrowing or Letter of Credit Application may be submitted by or on behalf of such provisions to operate in a customary and usual manner for “multiple-currency” syndicated lending agreements to a corporation and certain of its foreign subsidiaries, all with Additional Borrower until the intention of providing provisions for the Revolving Lenders who are so able and willing to extend credit to date five (5) Business Days after such Subsidiaries and for the other Revolving Lenders not to be required to do so. Prior to effecting any such changes, the Administrative Agent shall give all Revolving Lenders at least five Business Days’ notice thereof and an opportunity to comment thereoneffective date.
Appears in 1 contract
Additional Borrowers. (a) The On or after the Effective Date, the Borrowers may designate any wholly-owned Subsidiary of IR Parent or any wholly-owned Subsidiary of IR Global as an Additional Borrower may by delivery to the Administrative Agent, at any timeleast ten Domestic Business Days prior to such designation, with of (i) an Additional Borrower Agreement executed by such Subsidiary and the prior consent Borrowers, substantially in the form of Exhibit H hereto (each, an “Additional Borrower Agreement”) and (ii) a favorable written opinion (addressed to the Administrative Agent and the Banks) of counsel of such Subsidiary or Subsidiaries (such consent not which opinion shall be reasonably satisfactory to be unreasonably withheld or delayedthe Administrative Agent), add as a party to this Agreement any Wholly Owned Subsidiary to be an Additional Borrower. Upon satisfaction delivery of the conditions specified in Section 5.3above-mentioned documents, such Subsidiary shall for all purposes of this Agreement be a party hereto as an Additional Borrower as fully as if it had executed and delivered a party to this Agreement, and the Borrowers shall be jointly and severally liable for the Obligations (limited to, with respect to . Promptly following receipt of any Additional Borrower that is a Foreign SubsidiaryAgreement, the Obligations of Foreign Loan Parties). The Administrative Agent shall notify the Revolving Lenders at least five Business Days prior send a copy thereof to granting such consent and, if any Revolving Lender notifies the Administrative Agent within five Business Days that it is not permitted by applicable Requirements of Law or any of its organizational policies to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account of, the relevant Subsidiary, shall withhold such consent (which shall not be deemed to have been unreasonably withheld) or shall give such consent only upon effecting changes to the provisions of this Agreement as are contemplated by paragraph (c) of this Section 10.21 that will assure that such Revolving Lender is not required to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account of, such Subsidiaryeach Bank.
(b) So long As soon as practicable after receiving notice from the principal Borrowers or the Administrative Agent of the Borrowers’ intent to designate a Subsidiary as an Additional Borrower, and interest on in any Loans made event at least five Domestic Business Days prior to any the delivery of an executed Additional Borrower under this Agreement shall have been paid in full and all other obligations of such Additional Borrower under this Agreement (other than contingent indemnification obligations) shall have been fully performed, the Parent Borrower may, by not less than five Business Days’ prior notice to the Administrative Agent pursuant to Section 2.16(a), for an Additional Borrower that is organized under the laws of a jurisdiction other than of the United States, or a political subdivision thereof, or of Bermuda, any Bank that may not legally lend to, establish credit for the account of and/or do any business whatsoever with such Additional Borrower directly or through an Affiliate of such Bank, as provided in Section 2.4(a), (which a “Protesting Bank”) shall promptly so notify the relevant Lenders thereof)Borrowers and the Administrative Agent in writing. With respect to each Protesting Bank, terminate the Borrowers shall, effective on or before the date that such Subsidiary’s status Additional Borrower shall have the right to borrow hereunder, either (i) notify the Administrative Agent and such Protesting Bank that the Commitments of such Protesting Bank shall be terminated; provided that such Protesting Bank shall have received payment of an amount equal to the outstanding principal of its Loans and/or unreimbursed Letters of Credit obligations, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, (ii) substitute such Protesting Bank in accordance with the provisions of Section 8.5 hereof or (iii) cancel the request to designate such Subsidiary as an “Additional Borrower”” hereunder.
(c) In order to accommodate (i) the addition of a Subsidiary as an Additional Borrower or (ii) extensions of credit to an Additional Borrower, in each case, where one or more Revolving Lenders are legally able and willing to lend Revolving Loans to, and participate in Letters of Credit issued for the account of, such Subsidiary, but other Revolving Lenders are not so able and willing, the Administrative Agent shall be permitted, with the consent of the Parent Borrower and the Required Lenders, to effect such changes to the provisions of this Agreement as it reasonably believes are appropriate in order for such provisions to operate in a customary and usual manner for “multiple-currency” syndicated lending agreements to a corporation and certain of its foreign subsidiaries, all with the intention of providing provisions for the Revolving Lenders who are so able and willing to extend credit to such Subsidiaries and for the other Revolving Lenders not to be required to do so. Prior to effecting any such changes, the Administrative Agent shall give all Revolving Lenders at least five Business Days’ notice thereof and an opportunity to comment thereon.
Appears in 1 contract
Additional Borrowers. (a) The Parent Borrower Company may at from time to time upon not less than ten (10) Business Days’ notice cause any timeEligible Subsidiary to become eligible to borrow under Section 2.01 by delivering to the Administrative Agent an Election to Participate with respect to such Eligible Subsidiary. Following the delivery of an Election to Participate, if such election obligates the Administrative Agent or any Bank to comply with “know your customer” or similar identification procedures in circumstances where the prior consent necessary information is not already available to it, the Company shall, promptly upon the request of the Administrative Agent (or any Bank, supply such consent not documentation and other evidence as is reasonably requested by the Administrative Agent or any Bank in order for the Administrative Agent or such Bank to carry out and be unreasonably withheld satisfied it has complied with the results of all necessary “know your customer” or delayed)other similar checks under all applicable laws and regulations, add including, a Beneficial Ownership Certification in relation to any such Eligible Borrower to the extent such Eligible Borrower qualifies as a party “legal entity customer” under the Beneficial Ownership Regulation. The eligibility of any such Eligible Borrower to this Agreement any Wholly Owned Subsidiary borrow under said Sections shall terminate (x) when the Administrative Agent receives an Election to be an Additional Borrower. Upon satisfaction of the conditions specified in Section 5.3, such Subsidiary shall for all purposes be a party hereto as an Additional Borrower as fully as if it had executed and delivered this Agreement, and the Borrowers shall be jointly and severally liable for the Obligations (limited to, Terminate with respect to such Eligible Borrower or (y) upon a change (such change, a “Change in Jurisdiction”) in the jurisdiction of organization or formation of such Eligible Borrower (other than a change from one State of the United States to another State of the United States); provided that the Company may at any time after such termination, subject to compliance with this Section 2.18 (assuming that such Eligible Borrower that is was an Eligible Subsidiary for purposes of the fourth paragraph hereof) and Section 3.03, cause such Eligible Borrower to become eligible to borrow under Section 2.01 by delivering to the Administrative Agent an Election to Participate with respect to such Eligible Borrower. Each Election to Participate delivered to the Administrative Agent shall be duly executed on behalf of the relevant Eligible Subsidiary and the Company, and each Election to Terminate delivered to the Administrative Agent shall be duly executed on behalf of the Company. The delivery of an Election to Terminate with respect to an Eligible Borrower or a Foreign Subsidiary, Change in Jurisdiction of an Eligible Borrower shall not affect any obligation of the Obligations of Foreign Loan Parties)relevant Eligible Borrower theretofore incurred. The Administrative Agent shall notify promptly (i) give notice to the Revolving Lenders at least five Business Days prior to granting such consent and, if any Revolving Lender notifies the Administrative Agent within five Business Days that it is not permitted by applicable Requirements of Law or any Banks of its organizational policies receipt of any Election to make Revolving Loans toParticipate, Election to Terminate or participate notice of a change in Letters the jurisdiction of Credit organization or Swingline Loans for the account of, the relevant Subsidiary, shall withhold formation of an Eligible Borrower pursuant to Section 5.01(j) and (ii) provide such consent (which shall not be deemed Election to have been unreasonably withheld) Participate or shall give such consent only upon effecting changes Election to the provisions of this Agreement as are contemplated by paragraph (c) of this Section 10.21 that will assure that such Revolving Lender is not required Terminate to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account of, such Subsidiary.
(b) So long as the principal of and interest on any Loans made to any Additional Borrower under this Agreement shall have been paid in full and all other obligations of such Additional Borrower under this Agreement (other than contingent indemnification obligations) shall have been fully performed, the Parent Borrower each Bank. Any Bank may, by not less than five Business Days’ prior with notice to the Administrative Agent and the Company, fulfill its Commitment to any Eligible Borrower not organized under the laws of the United States or any State thereof by causing an Affiliate of such Bank to act as the Bank in respect of such Eligible Borrower; provided that, for all purposes of voting or consenting with respect to (a) any amendment, supplementation or modification of any Loan Document, (b) any waiver of any requirements of any Loan Document or any Default or Event of Default and its consequences, or (c) any other matter as to which a Bank may vote or consent pursuant to Section 11.06 of this Agreement, the Bank making such election shall be deemed the “Person” rather than such Affiliate, which shall promptly not be entitled to vote or consent. As soon as practicable after receiving notice from the Company or the Administrative Agent of the Company’s intent to designate any Eligible Subsidiary that is not organized under the laws of the United States or any State thereof as a Borrower, and in any event within two Business Days after the delivery of an executed Election to Participate to the Administrative Agent pursuant to this Section 2.18(a) with respect to such Eligible Subsidiary, any Bank that is prohibited by law or by any bona fide policy of general applicability from lending to, establishing credit for the account of and/or doing any business whatsoever with Persons in the jurisdiction of such Eligible Subsidiary directly or through an Affiliate of such Bank as provided in the immediately preceding paragraph (a “Protesting Bank”) shall so notify the relevant Lenders thereofCompany and the Administrative Agent in writing. With respect to each Protesting Bank, the Company shall, effective on or before the date that such Eligible Borrower shall have the right to borrow hereunder, either (A) notify the Administrative Agent and such Protesting Bank that the Commitments of such Protesting Bank shall be terminated; provided that such Protesting Bank shall have received payment of an amount equal to the outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder (notwithstanding any provision herein providing that such amounts shall be applied to the Banks ratably), terminate or (B) cancel its request to designate such Subsidiary’s status Eligible Subsidiary as an “Additional Eligible Borrower”” hereunder.
(c) In order to accommodate (i) the addition of a Subsidiary as an Additional Borrower or (ii) extensions of credit to an Additional Borrower, in each case, where one or more Revolving Lenders are legally able and willing to lend Revolving Loans to, and participate in Letters of Credit issued for the account of, such Subsidiary, but other Revolving Lenders are not so able and willing, the Administrative Agent shall be permitted, with the consent of the Parent Borrower and the Required Lenders, to effect such changes to the provisions of this Agreement as it reasonably believes are appropriate in order for such provisions to operate in a customary and usual manner for “multiple-currency” syndicated lending agreements to a corporation and certain of its foreign subsidiaries, all with the intention of providing provisions for the Revolving Lenders who are so able and willing to extend credit to such Subsidiaries and for the other Revolving Lenders not to be required to do so. Prior to effecting any such changes, the Administrative Agent shall give all Revolving Lenders at least five Business Days’ notice thereof and an opportunity to comment thereon.
Appears in 1 contract
Samples: 364 Day Revolving Credit Agreement (Eaton Corp PLC)
Additional Borrowers. (a) The Parent U.S. Borrower may at designate any time, with wholly owned Subsidiary as a Borrower under any of the prior consent of Commitments; provided that (x) the Administrative Agent shall be reasonably satisfied that the applicable Lenders may make loans and other extensions of credit to such person in the applicable currency or currencies in such person’s jurisdiction in compliance with applicable laws and regulations and without being subject to any unreimbursed or unindemnified Tax or other expense and (y) the Administrative Agent and each applicable Lender shall have received any and all documentation and other information with respect to such consent not person that it reasonably requests in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act. Upon the receipt by the Administrative Agent of a Borrowing Subsidiary Agreement executed by such a wholly owned Subsidiary, Holdings and the U.S. Borrower, such wholly owned Subsidiary shall be unreasonably withheld or delayed), add as a Borrower and a party to this Agreement any Wholly Owned Agreement. A Subsidiary shall cease to be an Additional Borrower. Upon satisfaction of a Borrower hereunder at such time as no Loans, Fees or any other amounts due in connection therewith pursuant to the conditions specified in Section 5.3, such Subsidiary shall for all purposes be a party hereto as an Additional Borrower as fully as if it had executed and delivered this Agreement, and the Borrowers terms hereof shall be jointly and severally liable for the Obligations (limited to, with respect to any Borrower that is a Foreign outstanding by such Subsidiary, the Obligations of Foreign Loan Parties). The Administrative Agent shall notify the Revolving Lenders at least five Business Days prior to granting such consent and, if any Revolving Lender notifies the Administrative Agent within five Business Days that it is not permitted by applicable Requirements of Law or any of its organizational policies to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account of, the relevant Subsidiary, shall withhold such consent (which shall not be deemed to have been unreasonably withheld) or shall give such consent only upon effecting changes to the provisions of this Agreement as are contemplated by paragraph (c) of this Section 10.21 that will assure that such Revolving Lender is not required to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account of, such Subsidiary.
(b) So long as the principal of and interest on any Loans made to any Additional Borrower under this Agreement shall have been paid in full and all other obligations of such Additional Borrower under this Agreement (other than contingent indemnification obligations) shall have been fully performed, the Parent Borrower may, by not less than five Business Days’ prior notice to the Administrative Agent (which shall promptly notify the relevant Lenders thereof), terminate such Subsidiary’s status as an “Additional Borrower”.
(c) In order to accommodate (i) the addition of a Subsidiary as an Additional Borrower or (ii) extensions of credit to an Additional Borrower, in each case, where one or more Revolving Lenders are legally able and willing to lend Revolving Loans to, and participate in no Letters of Credit issued for the account of, of such Subsidiary, but other Revolving Lenders are not so able Subsidiary shall be outstanding and willing, such Subsidiary and the U.S. Borrower shall have executed and delivered to the Administrative Agent shall be permitteda Borrowing Subsidiary Termination; provided that, with the consent of the Parent Borrower and the Required Lenders, to effect such changes notwithstanding anything herein to the provisions of this Agreement as it reasonably believes are appropriate in order for such provisions to operate in a customary and usual manner for “multiple-currency” syndicated lending agreements to a corporation and certain of its foreign subsidiariescontrary, all with the intention of providing provisions for the Revolving Lenders who are so able and willing to extend credit to such Subsidiaries and for the other Revolving Lenders not no Subsidiary shall cease to be required to do so. Prior to effecting any such changes, the Administrative Agent shall give all Revolving Lenders at least five Business Days’ notice thereof and an opportunity to comment thereona Borrower solely because it no longer is a wholly owned Subsidiary.
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Samples: Amendment and Restatement Agreement (Cbre Group, Inc.)
Additional Borrowers. If the owner of a Substitute Mortgaged Property is an Additional Borrower or Additional IDOT Guarantor, the owner of such Substitute Mortgaged Property must demonstrate to the satisfaction of Lender that:
(ai) The Parent the Additional Borrower may at any timeor IDOT Guarantor is a Single-Purpose entity; and
(ii) the Additional Borrower or IDOT Guarantor shall be owned as described in Section 6.12. In addition, on the Closing Date of the addition of a Substitute Mortgaged Property, the owner of such Substitute Mortgaged Property, if such owner is an Additional Borrower or Additional IDOT Guarantor, shall become a party to a contribution agreement in a manner satisfactory to Lender, shall deliver a Certificate of Borrower in form and substance satisfactory to Lender, and execute and deliver, along with the prior consent other applicable Collateral Pool Borrowers, any other Loan Documents required by Lender. Any Additional Borrower or Additional IDOT Guarantor of the Administrative Agent (a Substitute Mortgaged Property which becomes added to a Collateral Pool shall be a Borrower or IDOT Guarantor for purposes of this Agreement and shall execute and deliver to Lender an amendment adding such consent not to be unreasonably withheld Additional Borrower or delayed), add Additional IDOT Guarantor as a party to this Agreement any Wholly Owned Subsidiary and revising the Exhibits hereto, as applicable, to be an reflect the Substitute Mortgaged Property, identify the applicable Collateral Pool, and add the Additional BorrowerBorrower or Additional IDOT Guarantor, in each case satisfactory to Lender. Upon satisfaction the release of the conditions specified in Section 5.3, such Subsidiary shall for all purposes be a party hereto as an Additional Borrower as fully as if it had executed and delivered this Agreement, and the Borrowers shall be jointly and severally liable for the Obligations (limited to, with respect to any Borrower that is a Foreign SubsidiaryMortgaged Property, the Obligations of Foreign Loan Parties). The Administrative Agent Borrower or IDOT Guarantor which owns such Release Mortgaged Property shall notify the Revolving Lenders at least five Business Days prior to granting such consent and, if any Revolving Lender notifies the Administrative Agent within five Business Days that it is not permitted by applicable Requirements of Law or any of automatically without further action be released from its organizational policies to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account of, the relevant Subsidiary, shall withhold such consent (which shall not be deemed to have been unreasonably withheld) or shall give such consent only upon effecting changes to the provisions of this Agreement as are contemplated by paragraph (c) of this Section 10.21 that will assure that such Revolving Lender is not required to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account of, such Subsidiary.
(b) So long as the principal of and interest on any Loans made to any Additional Borrower obligations under this Agreement shall have been paid in full and all the other Loan Documents, except for any liabilities or obligations of such Additional Borrower under this Agreement (other than contingent indemnification obligations) shall have been fully performed, the Parent Borrower may, by not less than five Business Days’ or IDOT Guarantor which arose prior notice to the Administrative Agent (which shall promptly notify the relevant Lenders thereof), terminate Closing Date of such Subsidiary’s status as an “Additional Borrower”.
(c) In order to accommodate (i) the addition of a Subsidiary as an Additional Borrower or (ii) extensions of credit to an Additional Borrower, in each case, where one or more Revolving Lenders are legally able and willing to lend Revolving Loans torelease, and participate except as specifically set forth in Letters of Credit issued for the account of, such Subsidiary, but other Revolving Lenders are not so able and willing, the Administrative Agent shall be permitted, with the consent Section 18 of the Parent Borrower and the Required Lenders, to effect such changes to the provisions of this Agreement as it reasonably believes are appropriate in order for such provisions to operate in a customary and usual manner for “multiple-currency” syndicated lending agreements to a corporation and certain of its foreign subsidiaries, all with the intention of providing provisions for the Revolving Lenders who are so able and willing to extend credit to such Subsidiaries and for the other Revolving Lenders not to be required to do so. Prior to effecting any such changes, the Administrative Agent shall give all Revolving Lenders at least five Business Days’ notice thereof and an opportunity to comment thereonSecurity Instrument.
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Additional Borrowers. (a) The Parent may request that any of its Foreign Subsidiaries (each, an “Applicant Foreign Borrower”) be designated a Foreign Borrower may at any time, with under the prior consent Revolving Credit Facility by delivery of a written request to the Administrative Agent therefor. The Administrative Agent will promptly notify the Revolving Credit Lenders of any such request. Designation of any Applicant Foreign Borrower as a Foreign Borrower under the Revolving Credit Facility is subject to (i) delivery of an executed Note by such Applicant Foreign Borrower as may be requested by any Revolving Credit Lender in connection therewith, (ii) delivery of supporting resolutions, articles of incorporation and bylaws (or their equivalents), incumbency certificates, opinions of counsel and such other items as the Administrative Agent or the Revolving Credit Lenders, as applicable, may request (including all documentation and other information requested in order to comply with applicable law, including without limitation “know your customer” and anti-money laundering rules and regulations, including without limitation the USA PATRIOT Act and, to the extent required by 31 C.F.R. § 1010.230, a certification of the Borrower regarding beneficial ownership), (iii) delivery of an executed Foreign Borrower Joinder Agreement, (iv) consent from each Revolving Credit Lender (such consent not to be unreasonably withheld withheld, conditioned, delayed or delayed), add as a party denied) and (v) to the extent deemed necessary by the Administrative Agent and the Parent execution of an amendment to this Agreement any Wholly Owned Subsidiary to incorporate country specific and other items reasonably necessary to include such Applicant Foreign Borrower, such amendment to be an Additional Borrower. Upon satisfaction of reasonably acceptable to the conditions specified in Section 5.3Administrative Agent, such Subsidiary shall for all purposes be a party hereto as an Additional Borrower as fully as if it had executed and delivered this Agreement, the Revolving Credit Lenders and the Borrowers shall be jointly and severally liable for the Obligations (limited to, with respect to any Borrower that is a Foreign Subsidiary, the Obligations of Foreign Loan Parties)Borrowers. The Administrative Agent shall notify the Each Revolving Lenders at least five Business Days prior to granting such consent and, if any Revolving Credit Lender notifies the Administrative Agent within five Business Days that it is not permitted by applicable Requirements of Law or any of its organizational policies to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account of, the relevant Subsidiary, shall withhold such consent (which shall not be deemed to have been unreasonably withheld) or shall give such consent only upon effecting changes to the provisions of this Agreement as are contemplated by paragraph (c) of this Section 10.21 that will assure that such Revolving Lender is not required to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account of, such Subsidiary.
(b) So long as the principal of and interest on any Loans made to any Additional Borrower under this Agreement shall have been paid in full and all other obligations of such Additional Borrower under this Agreement (other than contingent indemnification obligations) shall have been fully performed, the Parent Borrower mayshall, by not less than five Business Days’ prior notice to the Administrative Agent given not later than the date that is five (5) Business Days from the date which shall promptly notify the relevant Lenders thereof), terminate such Subsidiary’s status as an “Additional Borrower”.
(c) In order to accommodate (i) the addition of a Subsidiary as an Additional Borrower or (ii) extensions of credit to an Additional Borrower, in each case, where one or more Revolving Lenders are legally able and willing to lend Revolving Loans to, and participate in Letters of Credit issued for the account of, such Subsidiary, but other Revolving Lenders are not so able and willing, Lender received notice from the Administrative Agent shall be permitted, with the consent of the Parent Parent’s request to designate an Applicant Foreign Borrower and the Required Lendersas a Foreign Borrower, to effect such changes to the provisions of this Agreement as it reasonably believes are appropriate in order for such provisions to operate in a customary and usual manner for “multiple-currency” syndicated lending agreements to a corporation and certain of its foreign subsidiaries, all with the intention of providing provisions for the Revolving Lenders who are so able and willing to extend credit to such Subsidiaries and for the other Revolving Lenders not to be required to do so. Prior to effecting any such changes, advise the Administrative Agent whether or not such Revolving Credit Lender consents to such designation pursuant to Section 2.19(iv). Any Revolving Credit Lender that determines not to consent to the designation of such Applicant Foreign Borrower as a Foreign Borrower shall give all notify the Administrative Agent of such fact promptly after such determination and any Revolving Lenders at least five Credit Lender not responding within such fifteen (15) Business Days’ notice thereof and an opportunity Day period shall be deemed to comment thereonhave determined not to so consent.
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Additional Borrowers. (a) The Notwithstanding anything in Section 13.1 to the contrary, following the Closing Date, the Parent Borrower may at any time, with request that one or more of its Subsidiaries that is a Wholly-Owned Restricted Subsidiary and that is a U.S. Subsidiary be added as an additional Borrower (the prior consent of “Additional Revolving Borrower”) under the Revolving Credit Facility by delivering to the Administrative Agent (such consent not to be unreasonably withheld or delayed), add as a party to this Agreement any Wholly Owned Subsidiary to be an Additional Borrower Agreement executed by such Subsidiary and the Parent Borrower. Upon satisfaction of the conditions specified in Section 5.3, such Such Subsidiary shall for all purposes of this Agreement be a party hereto Borrower hereunder no earlier than the latest of (i) ten (10) Business Days (or such shorter period as an the Administrative Agent may in its discretion agree) after delivery of such Additional Borrower as fully as if it had executed and delivered this Agreement, ; (ii) ten (10) Business Days after receipt by the Lenders and the Borrowers shall be jointly and severally liable for the Obligations (limited to, with respect to any Borrower that is a Foreign Subsidiary, the Obligations of Foreign Loan Parties). The Administrative Agent shall notify of such documentation and other information reasonably requested by the Lenders or the Administrative Agent for purposes of complying with all necessary “know your customer” or other similar checks under all applicable laws and regulations provided that there has been no written objection submitted by any of the Revolving Credit Lenders at least five Business Days prior to granting such consent and, if any Revolving Lender notifies or the Administrative Agent within five ten (10) Business Days that it of the date of receipt of such documentation and other information; and (iii) if the applicable Additional Revolving Borrower is not permitted by applicable Requirements of Law organized or any of its organizational policies to make Revolving Loans toincorporated in or under the laws of, or participate for applicable Tax purposes is resident of or treated as engaged in Letters a trade or business in, any jurisdiction other than a jurisdiction in or under the laws of Credit which at least one then-existing Borrower is organized or Swingline Loans for incorporated as of the account ofdate the Additional Borrower Agreement is delivered to the Administrative Agent, the relevant Subsidiarydate of the effectiveness of an amendment of this Agreement, which amendment must be as mutually agreed by the Administrative Agent, the Parent Borrower, such Additional Revolving Borrower and each affected Lender (including any amendment to applicable Tax provisions); provided that (x) each Additional Revolving Borrower shall withhold also be a Guarantor and (y) the Administrative Agent shall have received (A) all documents, updated schedules, instruments, certificates and agreements, and all other actions and information, then required by or in respect of such consent Additional Revolving Borrower by Section 9.11 or by the Security Documents (which shall not be deemed without giving effect to have been unreasonably withheldany grace periods for delivery of such items, the updating of such information or the taking of such actions) or shall give such consent only upon effecting changes and (B) documentation reasonably satisfactory to the provisions Administrative Agent pursuant to which each then-existing Borrower and Guarantor unconditionally Guarantees the Borrowings of the Additional Revolving Borrower on terms substantially consistent with the Guarantors’ Guarantee of the Parent Borrower’s obligations hereunder. Any obligations in respect of borrowings by any Borrower under this Agreement will constitute “Obligations” for all purposes of the Credit Documents. Promptly following receipt of any Additional Borrower Agreement, the Administrative Agent shall send a copy thereof to each Lender. As set forth in Section 1.13, the foregoing procedures shall apply (mutatis mutandis) with respect to the addition of a “borrower” with respect to New Term Loans and New Term Loan Commitments, substituting such New Term Loan Lender and the Administrative Agent as are contemplated by paragraph (c) the applicable consent parties for purposes of this Section 10.21 that will assure that such Revolving Lender is not required to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account of, such Subsidiary“know your customer” and similar checks.
(b) So long as the principal of and interest on any Loans made to any Additional Borrower under this Agreement shall have been paid in full and all other obligations of such Additional Borrower under this Agreement (other than contingent indemnification obligations) shall have been fully performed, Each Credit Party hereby irrevocably appoints the Parent Borrower mayas the borrowing agent and attorney-in-fact for the Credit Parties, which appointment shall remain in full force and effect unless and until the Administrative Agent shall have received prior written notice signed by not less than five Business Days’ prior notice all of the Credit Parties that such appointment has been revoked and that another Borrower has been appointed in such capacity. Each Credit Party hereby irrevocably appoints and authorizes the Parent Borrower (or its successor) (i) to provide to the Administrative Agent (which shall promptly notify and the relevant Lenders thereof), terminate such Subsidiary’s status as an “Additional Borrower”.
(c) In order and receive from the Administrative Agent and the Lenders all notices with respect to accommodate (i) Loans or Letters of Credit obtained for the addition benefit of a Subsidiary as an Additional any Borrower or any other Restricted Subsidiary and all other notices and instructions under this Agreement and (ii) extensions of credit to an Additional Borrower, in each case, where one or more Revolving Lenders are legally able and willing to lend Revolving Loans to, and participate in Letters of Credit issued for the account of, take such Subsidiary, but other Revolving Lenders are not so able and willing, the Administrative Agent shall be permitted, with the consent of action as the Parent Borrower deems appropriate on its behalf to obtain Loans and to exercise such other powers as are reasonably incidental thereto to carry out the Required Lenders, to effect such changes to the provisions purposes of this Agreement as it reasonably believes are appropriate in order for such provisions to operate in a customary and usual manner for “multiple-currency” syndicated lending agreements to a corporation and certain of its foreign subsidiaries, all with the intention of providing provisions for the Revolving Lenders who are so able and willing to extend credit to such Subsidiaries and for the other Revolving Lenders not to be required to do so. Prior to effecting any such changes, the Administrative Agent shall give all Revolving Lenders at least five Business Days’ notice thereof and an opportunity to comment thereonAgreement.
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Additional Borrowers. (a) The Parent Borrower may at designate any time, with the prior consent of wholly-owned Subsidiary as a Borrower under any Revolving Commitments or any Incremental Facility (an “Additional Borrower”); provided that the Administrative Agent shall be reasonably satisfied that, with respect to any such Subsidiary which is not a Domestic Subsidiary, the applicable Lenders to such Additional Borrower may make loans and other extensions of credit to such Subsidiary in such person’s jurisdiction of organization in compliance with applicable laws and regulations, without being required or qualified to do business in such jurisdiction and without being subject to any unreimbursed or unindemnified Taxes or other expense. Such wholly-owned Subsidiary shall become an Additional Borrower and a party to this Agreement, and all references to the “Borrowers” and “Subsidiary Borrowers” shall also include such Additional Borrower, as applicable, upon (such consent not to be unreasonably withheld or delayed), add as a) the applicable Additional Borrower becoming a party to this Agreement any Wholly Owned Subsidiary by delivering to be the Administrative Agent an Additional Borrower. Upon satisfaction executed counterpart to a Foreign Security Agreement and an executed counterpart to a joinder agreement in form and substance reasonably acceptable to the Administrative Agent to each of the conditions specified in Section 5.3, such Subsidiary shall for all purposes be a party hereto as an Additional Borrower as fully as if it had executed and delivered this Agreement, Agreement and the Borrowers Guaranty Agreement (it being agreed that the Lenders hereby authorize the Administrative Agent to execute and deliver any such joinder agreement), (b) the Administrative Agent shall be jointly have received documents, certificates and severally liable for the Obligations (limited to, other deliverables with respect to any the applicable Additional Borrower that is a Foreign Subsidiaryconsistent in scope with such items delivered pursuant to Sections 4.01(b), the Obligations of Foreign Loan Parties). The Administrative Agent shall notify the Revolving Lenders at least five Business Days prior to granting such consent and, if any Revolving Lender notifies the Administrative Agent within five Business Days that it is not permitted by applicable Requirements of Law or any of its organizational policies to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account of, the relevant Subsidiary, shall withhold such consent (which shall not be deemed to have been unreasonably withheld) or shall give such consent only upon effecting changes to the provisions of this Agreement as are contemplated by paragraph (c) (or (d) in the case of this Section 10.21 that will assure that such Revolving Lender is not required Dutch Subsidiary Borrowers) and (e), as applicable, on the Effective Date with respect to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account of, such Subsidiary.
other Loan Parties and (bc) So long as the principal of and interest on any Loans made to any Additional Borrower under this Agreement shall have been paid in full and all other obligations of such Additional Borrower under this Agreement Lenders being provided with ten (other than contingent indemnification obligations10) shall have been fully performed, the Parent Borrower may, by not less than five Business Days’ prior notice to the Administrative Agent (which shall promptly notify the relevant Lenders thereof), terminate or such Subsidiary’s status shorter period of time as an “Additional Borrower”.
(c) In order to accommodate (i) the addition of a Subsidiary as an Additional Borrower or (ii) extensions of credit to an Additional Borrower, in each case, where one or more Revolving Lenders are legally able and willing to lend Revolving Loans to, and participate in Letters of Credit issued for the account of, such Subsidiary, but other Revolving Lenders are not so able and willing, the Administrative Agent shall reasonably agree) of any Additional Borrower being added pursuant to this Section 10.20. This Agreement may be permittedamended as necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Parent Borrower to effect the provisions of or be consistent with this Section 10.20. Notwithstanding any other provision of this Agreement to the contrary (including Section 10.02), any such deemed amendment may be memorialized in writing by the Administrative Agent with the Parent Borrower’s consent, but without the consent of the Parent Borrower and the Required any other Lenders, to effect such changes and furnished to the provisions of this Agreement as it reasonably believes are appropriate in order for such provisions to operate in a customary and usual manner for “multiple-currency” syndicated lending agreements to a corporation and certain of its foreign subsidiaries, all with the intention of providing provisions for the Revolving Lenders who are so able and willing to extend credit to such Subsidiaries and for the other Revolving Lenders not to be required to do so. Prior to effecting any such changes, the Administrative Agent shall give all Revolving Lenders at least five Business Days’ notice thereof and an opportunity to comment thereonparties hereto.
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Additional Borrowers. (a) The Parent Borrower may at any timeIf after the Closing Date, with the prior consent a Subsidiary of the Administrative Agent Operating Partnership desires to become a Borrower hereunder (such consent not including pursuant to be unreasonably withheld or delayedSection 5.01(j), add as a party to this Agreement any Wholly Owned Subsidiary to be an Additional Borrower. Upon satisfaction of the conditions specified in Section 5.3), such Subsidiary shall for all purposes be a party hereto as an Additional Borrower as fully as if it had executed and delivered this Agreement, and the Borrowers shall be jointly and severally liable for the Obligations shall: (limited to, with respect to any Borrower that is a Foreign Subsidiary, the Obligations of Foreign Loan Parties). The Administrative Agent shall notify the Revolving Lenders i) provide at least five Business Days prior to granting such consent and, if any Revolving Lender notifies the Administrative Agent within five Business Days that it is not permitted by applicable Requirements of Law or any of its organizational policies to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account of, the relevant Subsidiary, shall withhold such consent (which shall not be deemed to have been unreasonably withheld) or shall give such consent only upon effecting changes to the provisions of this Agreement as are contemplated by paragraph (c) of this Section 10.21 that will assure that such Revolving Lender is not required to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account of, such Subsidiary.
(b) So long as the principal of and interest on any Loans made to any Additional Borrower under this Agreement shall have been paid in full and all other obligations of such Additional Borrower under this Agreement (other than contingent indemnification obligations) shall have been fully performed, the Parent Borrower may, by not less than five Business Days’ prior notice to the Administrative Agent; (ii) duly execute and deliver to the Administrative Agent a Borrower Accession Agreement; (iii) satisfy all of the conditions with respect thereto set forth in this Section 5.01(p) in form and substance reasonably satisfactory to the Administrative Agent; (iv) satisfy the “know your customer” requirements of the Administrative Agent and each relevant Lender, (v) deliver a Beneficial Ownership Certification, if applicable, with respect to such Additional Borrower, and (vi) obtain the consent of each Lender, which shall promptly notify may be given or withheld in such Lender’s sole discretion, that such Additional Borrower is acceptable as a Borrower under the relevant Lenders thereof), terminate Loan Documents. Each such Subsidiary’s status addition as an “Additional Borrower”.
a Borrower shall also be conditioned upon the Administrative Agent having received (cx) In order to accommodate a certificate signed by a duly authorized officer or director of such Subsidiary, dated the date of such Borrower Accession Agreement certifying that: (i1) the addition representations and warranties contained in each Loan Document are true and correct in all material respects (unless qualified as to materiality or Material Adverse Effect, in which case such representations and warranties shall be true and correct in all respects) on and as of a such date, before and immediately after giving effect to such Subsidiary as becoming an Additional Borrower and as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects or all respects, as applicable, on and as of such earlier date) and (ii2) extensions no Default or Event of credit to Default has occurred and is continuing as of such date or would occur as a result of such Subsidiary becoming an Additional Borrower, (y) all of the documents set forth in each caseSections 3.01(a)(iii), where one or more Revolving Lenders are legally able (iv), (v), (vi), (vii), (ix) with respect to such Subsidiary and willing (z) a corporate formalities legal opinion relating to lend Revolving Loans tosuch Subsidiary from counsel reasonably acceptable to the Administrative Agent, all in form and participate in Letters of Credit issued for substance reasonably satisfactory to the account ofAdministrative Agent. Upon such Subsidiary’s addition as an Additional Borrower, such Subsidiary, but other Revolving Lenders are not so able and willing, the Subsidiary shall be deemed to be a Borrower hereunder. The Administrative Agent shall be permittedpromptly notify each applicable Lender upon each Additional Borrower’s addition as a Borrower hereunder and shall, upon request by any Lender, provide such Lender with the consent a copy of the Parent executed Borrower and the Required Lenders, to effect such changes Accession Agreement. With respect to the provisions accession of this any Additional Borrower, such Additional Borrower shall be responsible for making a determination as to whether it is capable of making payments to each Lender without the incurrence of withholding taxes, provided that each such Lender shall provide such properly completed and executed documentation described in Digital Realty – Second Amended and Restated Yen Credit Agreement as it reasonably believes are appropriate in order for such provisions to operate in a customary and usual manner for “multiple-currency” syndicated lending agreements to a corporation and certain of its foreign subsidiaries, all with the intention of providing provisions for the Revolving Lenders who are so able and willing to extend credit to such Subsidiaries and for the other Revolving Lenders not to be required to do so. Prior to effecting any such changes, the Administrative Agent shall give all Revolving Lenders at least five Business Days’ notice thereof and an opportunity to comment thereon.
Appears in 1 contract
Additional Borrowers. (a) The Parent Lead Borrower may at cause any timedirect or indirect Domestic Subsidiary that is a Restricted Subsidiary (including any subsidiary formed or otherwise purchased or acquired after the date hereof (including pursuant to a Permitted Acquisition)) to become a Borrower hereunder by (i) executing a joinder agreement to this Agreement, in form and substance satisfactory to the Administrative Agent, appropriately completed, (ii) executing and delivering such documents described in Section 9.12, (iii) delivering an opinion of counsel to such Domestic Subsidiary addressed to the Administrative Agent, the Collateral Agent and each Lender in form and substance reasonably satisfactory to the Administrative Agent, (iv) delivering a certificate from such Domestic Subsidiary signed by the Secretary or Assistant Secretary of such Domestic Subsidiary, and attested to by a Responsible Officer of such Domestic Subsidiary, in the form of Exhibit E with appropriate insertions, together with copies of the prior consent certificate or articles of incorporation and by-laws (or equivalent organizational documents), as applicable, of such Domestic Subsidiary and the resolutions of the governing body of such Domestic Subsidiary referred to in such certificate, and each of the foregoing shall be in form and substance reasonably satisfactory to the Administrative Agent, (v) delivering good standing certificates (or equivalent evidence) and bring-down letters or facsimiles, if any, for such Domestic Subsidiary which the Administrative Agent reasonably may have requested and (such consent not to be unreasonably withheld or delayed), add as a party to this Agreement any Wholly Owned Subsidiary to be an Additional Borrower. Upon satisfaction of the conditions specified in Section 5.3, such Subsidiary shall for all purposes be a party hereto as an Additional Borrower as fully as if it had executed and delivered this Agreement, and the Borrowers shall be jointly and severally liable for the Obligations vi) (limited to, with respect to any Borrower that is a Foreign Subsidiary, the Obligations of Foreign Loan Parties). The Administrative Agent shall notify the Revolving Lenders at least five Business Days prior to granting such consent and, if any Revolving Lender notifies the Administrative Agent within five Business Days that it is not permitted by applicable Requirements of Law or any of its organizational policies to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account of, the relevant Subsidiary, shall withhold such consent (which shall not be deemed to have been unreasonably withheldx) or shall give such consent only upon effecting changes to the provisions of this Agreement as are contemplated by paragraph (c) of this Section 10.21 that will assure that such Revolving Lender is not required to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account of, such Subsidiary.
(b) So long as the principal of and interest on any Loans made to any Additional Borrower under this Agreement shall have been paid in full and all other obligations of such Additional Borrower under this Agreement (other than contingent indemnification obligations) shall have been fully performed, the Parent Borrower may, by not less than five Business Days’ prior notice furnishing to the Administrative Agent (which shall promptly notify the relevant Lenders thereof), terminate such Subsidiary’s status as an “Additional Borrower”.
(c) In order to accommodate (i) the addition of a Subsidiary as an Additional Borrower or (ii) extensions of credit to an Additional Borrower, in each case, where one or more Revolving Lenders are legally able and willing to lend Revolving Loans to, and participate in Letters of Credit issued for the account of, such Subsidiary, but other Revolving Lenders are not so able and willing, the Administrative Agent shall be permitted, with the consent of the Parent Borrower and the Required LendersLenders all documentation and other information that they reasonably determine is required by United States regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, to effect such changes to including the provisions of this Agreement as it reasonably believes are appropriate in order for such provisions to operate in a customary and usual manner for “multiple-currency” syndicated lending agreements to a corporation and certain of its foreign subsidiariesPatriot Act, all with the intention of providing provisions for the Revolving Lenders who are so able and willing to extend credit to such Subsidiaries and for the other Revolving Lenders not to be required to do so. Prior to effecting any such changes, the Administrative Agent shall give all Revolving Lenders at least five Business Days’ notice thereof days prior to the effectiveness of the joinder of such Domestic Subsidiary, and an opportunity (y) delivering, at least five days prior to comment thereonthe effectiveness of the joinder of such Domestic Subsidiary, for any Domestic Subsidiary that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, a Beneficial Ownership Certification in relation to such Domestic Subsidiary.
Appears in 1 contract
Samples: Term Loan Credit Agreement (Interior Logic Group Holdings, LLC)
Additional Borrowers. With respect to any new Subsidiary created or acquired after the Closing Date by any Borrower, the Borrowers shall cause such Subsidiary to, promptly, and in any event within 30 days of the creation or acquisition of such Subsidiary:
(a) The Parent Borrower may at any timeexecute and deliver to the Lender, with the prior consent of the Administrative Agent (a Joinder Agreement, pursuant to which such consent not to Subsidiary shall be unreasonably withheld or delayed), add as made a party to this Agreement any Wholly Owned as a Borrower;
(b) execute and deliver to the Collateral Agent, a joinder to the Security Agreement, as provided in the Security Agreement, together with such documents as may be required for such Subsidiary to comply with the Security Agreement, including updated Security Agreement Schedules;
(c) execute and deliver to the Lender (as applicable), such other agreements, instruments, approvals or other documents reasonably requested by the Lender (including Collateral Access Agreements in the same manner as required by Section 6.13) in order to create, perfect, establish the first priority of or otherwise protect any Lien purported to be an Additional Borrower. Upon satisfaction of covered by the conditions specified in Section 5.3, Security Agreement or otherwise to effect the intent that such Subsidiary shall for become bound by all purposes be a party hereto as an Additional Borrower as fully as if it had executed of the terms, covenants and delivered this Agreement, agreements contained in the Loan Documents and the Borrowers that all property and assets of such Subsidiary shall be jointly and severally liable become Collateral for the Obligations (limited to, with respect to any Borrower that is a Foreign Subsidiary, the Obligations of Foreign Loan Parties). The Administrative Agent shall notify the Revolving Lenders at least five Business Days prior to granting such consent and, if any Revolving Lender notifies the Administrative Agent within five Business Days that it is not permitted by applicable Requirements of Law or any of its organizational policies to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account of, the relevant Subsidiary, shall withhold such consent (which shall not be deemed to have been unreasonably withheld) or shall give such consent only upon effecting changes other than to the provisions extent such property or assets are excluded pursuant to the terms of this the Security Agreement), including the filing of UCC-1 financing statements in such jurisdictions as may be required by the Security Agreement or by law or as are contemplated may be requested by paragraph (c) of this Section 10.21 that will assure that such Revolving the Lender is not required to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account of, such Subsidiary.Collateral Agent;
(bd) So long execute, as the principal of applicable, and interest on any Loans made to any Additional Borrower under this Agreement shall have been paid in full and all other obligations of such Additional Borrower under this Agreement (other than contingent indemnification obligations) shall have been fully performed, the Parent Borrower may, by not less than five Business Days’ prior notice deliver to the Administrative Agent (which shall promptly notify Lender those documents and other deliverables required of the relevant Lenders thereofBorrowers at the Closing Date pursuant to Section 4.01(a) and Section 4.01(d), terminate such Subsidiary’s status as an “Additional Borrower”.; and
(ce) In order if requested by the Lender, deliver to accommodate (i) the addition of a Subsidiary as an Additional Borrower or (ii) extensions of credit Lender legal opinions relating to an Additional Borrowerthe matters described above, which opinions shall be in each case, where one or more Revolving Lenders are legally able form and willing to lend Revolving Loans tosubstance, and participate in Letters of Credit issued for the account offrom counsel, such Subsidiary, but other Revolving Lenders are not so able and willing, the Administrative Agent shall be permitted, with the consent of the Parent Borrower and the Required Lenders, to effect such changes reasonably satisfactory to the provisions of this Agreement as it reasonably believes are appropriate in order for such provisions to operate in a customary and usual manner for “multiple-currency” syndicated lending agreements to a corporation and certain of its foreign subsidiaries, all with the intention of providing provisions for the Revolving Lenders who are so able and willing to extend credit to such Subsidiaries and for the other Revolving Lenders not to be required to do so. Prior to effecting any such changes, the Administrative Agent shall give all Revolving Lenders at least five Business Days’ notice thereof and an opportunity to comment thereonLender.
Appears in 1 contract
Additional Borrowers. (a) The Parent Borrower may at any From time to time, with the prior consent Parent may cause one or more additional Subsidiaries formed under the laws of a jurisdiction located in the Administrative Agent (such consent not United States of America or Canada engaged in midstream businesses to be unreasonably withheld or delayed), add as a become party to this Agreement any Wholly Owned as an additional borrower (an “Additional Borrower”) by delivering, or causing to be delivered, to the Administrative Agent in respect of each applicable Subsidiary, the following: (i) an Additional Borrower Accession Agreement substantially in the form of Exhibit I attached hereto (an “Additional Borrower Accession Agreement”), duly executed by the Parent and such Subsidiary (the date of each such Additional Borrower Accession Agreement being referred to herein as an “Additional Borrower Accession Date”, which date shall be at least ten (10) Business Days (or such lesser period as may be reasonably acceptable to the Administrative Agent) after the Parent provides notice to the Administrative Agent of its intention to cause such Subsidiary to be become an Additional Borrower. Upon satisfaction Borrower hereunder), (ii) a guaranty by the Parent of the conditions obligations of the Additional Borrower under the Loan Documents, substantially in the form of Exhibit J attached hereto (a “SWN Guaranty”), (iii) each of the documents or other closing deliverables specified in Section 5.3, 4.01 that would have been required to be delivered by or on behalf of such Subsidiary shall for all purposes be a party hereto as had such Subsidiary been an Additional Borrower on the Effective Date, each such deliverable to be dated as fully of the applicable Additional Borrower Accession Date unless otherwise agreed by the Administrative Agent and in form 47 and substance reasonably satisfactory to the Administrative Agent, (iv) Notes dated as of the applicable Additional Borrower Accession Date, duly executed by such Subsidiary and payable to each Lender for which an existing Note is outstanding on such Additional Borrower Accession Date, (v) if it had executed and delivered this Agreement, and the Borrowers shall be jointly and severally liable for the Obligations (limited to, with respect to any Borrower that such Subsidiary is a Foreign Subsidiary, the Obligations of Foreign Loan Parties). The Administrative Agent shall notify the Revolving Lenders at least five Business Days prior to granting such consent and, if any Revolving Lender notifies the Administrative Agent within five Business Days that it is not permitted by applicable Requirements of Law or any of its organizational policies to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account of, the relevant Subsidiary, shall withhold such consent (which shall not be deemed to have been unreasonably withheld) or shall give such consent only upon effecting changes to the provisions of this Agreement as are contemplated by paragraph (c) of this Section 10.21 that will assure that such Revolving Lender is not required to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account of, such Subsidiary.
(b) So long as the principal of and interest on any Loans made to any Additional Borrower under this Agreement shall have been paid in full and all other obligations of such Additional Borrower under this Agreement (other than contingent indemnification obligations) shall have been fully performed, the Parent Borrower may, by not less than five Business Days’ prior notice evidence reasonably satisfactory to the Administrative Agent (which that such Subsidiary shall promptly notify have appointed a Person reasonably satisfactory to the relevant Lenders thereof)Administrative Agent as the designee, terminate appointee and agent of such Subsidiary to receive, for and on behalf of such Subsidiary’s status , service of process in the State of New York in any suit, action or proceeding arising out of or relating to this Agreement or any other Loan Document, and (vi) such other approvals, opinions or documents as the Administrative Agent may reasonably request; provided that no Subsidiary may become an “Additional Borrower”.
(cBorrower hereunder pursuant to this Section 2.23(a) In order to accommodate (i) if a Default or Event of Default shall have occurred and be continuing on the addition applicable Additional Borrower Accession Date or shall result from the joinder of a such Subsidiary as an Additional Borrower or (ii) extensions on such Additional Borrower Accession Date. Without limiting the foregoing, if the designation of credit to any additional Subsidiary as an Additional Borrower, in each case, where one or more Revolving Lenders are legally able and willing to lend Revolving Loans to, and participate in Letters of Credit issued for the account of, such Subsidiary, but other Revolving Lenders are not so able and willing, Borrower hereunder obligates the Administrative Agent shall be permittedor any Lender to comply with “know your customer” or similar regulatory requirements and the information necessary for such compliance is not already available to the Administrative Agent or such Lender, with as applicable, the consent Parent shall, promptly upon the request of the Parent Borrower Administrative Agent or such Lender, as applicable, supply such documentation and other evidence as is reasonably requested by the Required LendersAdministrative Agent or such Lender, to effect such changes to the provisions of this Agreement as it reasonably believes are appropriate applicable, in order for such provisions it to operate in a customary and usual manner for comply with all “multiple-currencyknow your customer” syndicated lending agreements to a corporation and certain and/or similar identification procedures required under all applicable Requirements of its foreign subsidiaries, all with the intention of providing provisions for the Revolving Lenders who are so able and willing to extend credit to such Subsidiaries and for the other Revolving Lenders not to be required to do so. Prior to effecting any such changes, the Administrative Agent shall give all Revolving Lenders at least five Business Days’ notice thereof and an opportunity to comment thereonLaw.
Appears in 1 contract
Additional Borrowers. (a) The Parent Borrower may at designate any time, with wholly owned Subsidiary as a co-borrower under the prior consent of Revolving Commitments or any Incremental Facility (an “Additional Borrower”); provided that the Administrative Agent (such consent not to be unreasonably withheld or delayed), add as a party to this Agreement any Wholly Owned Subsidiary to be an Additional Borrower. Upon satisfaction of the conditions specified in Section 5.3, such Subsidiary shall for all purposes be a party hereto as an Additional Borrower as fully as if it had executed and delivered this Agreement, and the Borrowers shall be jointly and severally liable for the Obligations (limited toreasonably satisfied that, with respect to any such Subsidiary which is a Foreign Subsidiary (and subject to clause (b) below), the Lenders may make loans and other extensions of credit to such Subsidiary in Dollars and Foreign Currencies in such person’s jurisdiction in compliance with applicable laws and regulations, without being required or qualified to do business in such jurisdiction and without being subject to any unreimbursed or unindemnified Tax or other expense. Such wholly owned Subsidiary shall become an Additional Borrower and a party to this Agreement, and all references to the “Co-Borrower” shall be to such Additional Borrower, as applicable, upon (i) the receipt by the Administrative Agent of (A) a joinder agreement, in form and substance satisfactory to the Administrative Agent, executed by such Subsidiary and the Borrower, (B) an acknowledgement and confirmation by the Guarantors of their guarantee in respect of the Obligations of such Subsidiary, (C) an amendment and/or supplement to the Security Documents executed by the applicable Loan Parties and such Subsidiary, to the extent reasonably requested by the Administrative Agent, (D) corporate or other applicable resolutions, other corporate or other applicable documents, certificates and legal opinions in respect of such Subsidiary substantially equivalent to comparable documents delivered on the Restatement Date and (E) such other documents or information with respect thereto (including all documentation and other information required under the Patriot Act) as the Administrative Agent (on behalf of itself and the Lenders) shall reasonably request and (ii) the Revolving Lenders being provided with (A) five Business Days’ prior notice of any Additional Borrower that is a Domestic Subsidiary being added under the Revolving Facility pursuant to this Section 10.15 and (B) 10 Business Days’ prior notice of any Additional Borrower that is a Foreign Subsidiary, the Obligations of Foreign Loan Parties). The Administrative Agent shall notify Subsidiary being added under the Revolving Lenders at least five Business Days prior Facility pursuant to granting such consent and, if any this Section 10.15; provided that no Revolving Lender that notifies the Administrative Agent within five Business Days of receipt of the notice contemplated by this clause (ii)(B) that it is not permitted by applicable Requirements of Law unable or any of its organizational policies unwilling to make lend Revolving Loans to, or and participate in Letters of Credit or Swingline Loans for the account of, the relevant Subsidiary, shall withhold such consent (which shall not be deemed to have been unreasonably withheld) or shall give such consent only upon effecting changes to the provisions of this Agreement as are contemplated by paragraph (c) of this Section 10.21 that will assure that such Revolving Lender is not required to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans issued for the account of, such Foreign Subsidiary (any such Lender, a “Refusing Lender”) shall be a Lender to, or L/C Participant in respect of Letters of Credit issued for the account of, such Foreign Subsidiary.
(b) So long as the principal of and interest on any Loans made to any Additional Borrower under this Agreement shall have been paid in full and all other obligations of such Additional Borrower under this Agreement (other than contingent indemnification obligations) shall have been fully performed, the Parent Borrower may, by not less than five Business Days’ prior notice to the Administrative Agent (which shall promptly notify the relevant Lenders thereof), terminate such Subsidiary’s status as an “Additional Borrower”.
(c) In order to accommodate (i) the addition of a Foreign Subsidiary as an Additional Borrower or (ii) extensions of credit to an Additional BorrowerBorrower that is a Foreign Subsidiary, in each case, where one or more Revolving Lenders are legally able and willing to lend Revolving Loans to, and participate in Letters of Credit issued for the account of, such Foreign Subsidiary, but other Revolving Lenders are not so able and willingwilling (as notified by such Revolving Lenders to the Administrative Agent within five Business Days’ receipt of notice that a Foreign Subsidiary is being added as an Additional Borrower), the Administrative Agent shall be permitted, with the consent of the Parent Borrower and the Required LendersBorrower, to effect such changes to the provisions of this Agreement as it reasonably believes are appropriate in order for such provisions to operate in a customary and usual manner for “multiple-currency” syndicated lending agreements to a corporation and certain of its foreign subsidiaries, all with the intention of providing provisions procedures for the Revolving Lenders who are so able and willing to extend credit to such Foreign Subsidiaries and for the other Revolving Lenders not to be required to do so. Prior to effecting any such changes, the Administrative Agent shall give all Revolving Lenders at least five Business Days’ notice thereof and an opportunity to comment thereon.
Appears in 1 contract
Samples: Replacement Facility Amendment (Allscripts Healthcare Solutions, Inc.)
Additional Borrowers. Any wholly owned Subsidiary of the Company may be joined as a Borrower hereunder after the Effective Date if:
(ai) The Parent Borrower may at any time, with the Company provides prior consent of written notice thereof to the Administrative Agent and the Lenders thereof;
(ii) The addition of such consent Subsidiary as a Borrower hereunder will not: (x) result in any adverse events occurring under Section 2.14, (y) any additional amounts being payable under Section 2.14 or 2.16, or (z) result in any other adverse legal or tax impact on the Administrative Agent or any Lender (including causing any Lender to obtain any additional licenses to make or maintain any Loans to the proposed Borrower);
(iii) Such Subsidiary executes and delivers to the Administrative Agent an agreement (substantially in the form of Exhibit H hereto) joining such Subsidiary as a Borrower hereunder and all other documentation as the Administrative Agent may require to evidence the authority of such Subsidiary to execute, deliver and perform such agreement and the other Loan Documents to which it is a party and to evidence the existence and good standing of such Subsidiary;
(iv) Such Subsidiary delivers to the Administrative Agent a favorable written opinion (addressed to the Administrative Agent and the Lenders and dated the date of the applicable joinder agreement) of counsel reasonably acceptable to the Administrative Agent covering the matters set forth in Sections 3.01, 3.02, 3.03 and 3.18 and such other matters relating to such Subsidiary, the Loan Documents or the Transactions as the Required Lenders shall reasonably request (the Borrowers hereby requests such counsel to deliver such opinion); and
(v) The Administrative Agent and the Lenders otherwise approve in writing the addition of such Subsidiary as a Borrower hereunder, which approval shall not to be unreasonably withheld or delayed), add as a party to this Agreement any Wholly Owned Subsidiary to be an Additional Borrower. Upon satisfaction of the conditions specified requirements set forth in Section 5.3, such Subsidiary shall for all purposes be a party hereto as an Additional Borrower as fully as if it had executed and delivered this Agreement, and the Borrowers shall be jointly and severally liable for the Obligations (limited to, with respect to any Borrower that is a Foreign Subsidiary, the Obligations of Foreign Loan Parties). The Administrative Agent shall notify the Revolving Lenders at least five Business Days prior to granting such consent and, if any Revolving Lender notifies the Administrative Agent within five Business Days that it is not permitted by applicable Requirements of Law or any of its organizational policies to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account of, the relevant Subsidiary, shall withhold such consent (which shall not be deemed to have been unreasonably withheld) or shall give such consent only upon effecting changes to the provisions of this Agreement as are contemplated by paragraph (c) of this Section 10.21 that will assure that such Revolving Lender is not required to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account of, such Subsidiary.
(b) So long as the principal of and interest on any Loans made to any Additional Borrower under this Agreement shall have been paid in full and all other obligations of such Additional Borrower under this Agreement (other than contingent indemnification obligations) shall have been fully performed, the Parent Borrower may, by not less than five Business Days’ prior notice to the Administrative Agent (which shall promptly notify the relevant Lenders thereof), terminate such Subsidiary’s status as an “Additional Borrower”.
(c) In order to accommodate subclauses (i) the addition of a Subsidiary as an Additional Borrower or through (iiv) extensions of credit to an Additional Borrower, in each case, where one or more Revolving Lenders are legally able and willing to lend Revolving Loans to, and participate in Letters of Credit issued for the account of, such Subsidiary, but other Revolving Lenders are not so able and willingabove, the Administrative Agent shall be permitted, with promptly send a written notice (substantially in the consent form of Exhibit I hereto) to the Parent Borrower Company and the Required Lenders, to effect such changes to Lenders and thereafter the provisions applicable Subsidiary shall be a Borrower under the terms of this Agreement and the other applicable Loan Documents. The Administrative Agent and the Lenders agree not to charge any administrative or arrangement fee solely to add a Subsidiary as it reasonably believes are appropriate a Borrower pursuant to this Section 5.10(a) provided the Company agrees to pay all reasonable expenses and costs incurred in order for such provisions to operate in a customary and usual manner for “multiple-currency” syndicated lending agreements to a corporation and certain of its foreign subsidiaries, all connection with the intention addition of providing provisions any such Borrower (including all reasonable fees, charges and disbursements of counsel for the Revolving Lenders who are so able and willing to extend credit to such Subsidiaries and for the other Revolving Lenders not to be required to do so. Prior to effecting any such changes, the Administrative Agent shall give all Revolving Lenders at least five Business Days’ notice thereof and an opportunity to comment thereonAgent).
Appears in 1 contract
Additional Borrowers. (a) The Parent On or after the Effective Date, the Borrower may designate any wholly-owned Subsidiary of IR Parent as an Additional Borrower by delivery to the Administrative Agent, at any timeleast ten Domestic Business Days prior to such designation, with of (i) an Additional Borrower Agreement executed by such Subsidiary, the prior consent Guarantors and the Borrower, substantially in the form of Exhibit H hereto (each, an “Additional Borrower Agreement”) and (ii) a favorable written opinion (addressed to the Administrative Agent and the Banks) of counsel of such Subsidiary or Subsidiaries (such consent not which opinion shall be reasonably satisfactory to be unreasonably withheld or delayedthe Administrative Agent), add as a party to this Agreement any Wholly Owned Subsidiary to be an Additional Borrower. Upon satisfaction delivery of the conditions specified in Section 5.3above-mentioned documents, such Subsidiary shall for all purposes of this Agreement be a party hereto as an Additional Borrower as fully as if it had executed and delivered a party to this Agreement, and the Borrowers shall be jointly and severally liable for the Obligations (limited to, with respect to . Promptly following receipt of any Additional Borrower that is a Foreign SubsidiaryAgreement, the Obligations of Foreign Loan Parties). The Administrative Agent shall notify the Revolving Lenders at least five Business Days prior send a copy thereof to granting such consent and, if any Revolving Lender notifies the Administrative Agent within five Business Days that it is not permitted by applicable Requirements of Law or any of its organizational policies to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account of, the relevant Subsidiary, shall withhold such consent (which shall not be deemed to have been unreasonably withheld) or shall give such consent only upon effecting changes to the provisions of this Agreement as are contemplated by paragraph (c) of this Section 10.21 that will assure that such Revolving Lender is not required to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account of, such Subsidiaryeach Bank.
(b) So long As soon as practicable after receiving notice from the principal Borrower or the Administrative Agent of the Borrower’s intent to designate a Subsidiary as an Additional Borrower, and interest on in any Loans made event at least five Domestic Business Days prior to any the delivery of an executed Additional Borrower under this Agreement shall have been paid in full and all other obligations of such Additional Borrower under this Agreement (other than contingent indemnification obligations) shall have been fully performed, the Parent Borrower may, by not less than five Business Days’ prior notice to the Administrative Agent pursuant to Section 2.16(a), for an Additional Borrower that is organized under the laws of a jurisdiction other than of the United States of America, or a political subdivision thereof, of Bermuda, or of the Grand Duchy of Luxembourg, any Bank that may not legally lend to, establish credit for the account of and/or do any business whatsoever with such Additional Borrower directly or through an Affiliate of such Bank, as provided in Section 2.4(a) (which a “Protesting Bank”), shall promptly so notify the relevant Lenders thereof)Borrower and the Administrative Agent in writing. With respect to each Protesting Bank, terminate the Borrower shall, effective on or before the date that such Subsidiary’s status Additional Borrower shall have the right to borrow hereunder, either (i) notify the Administrative Agent and such Protesting Bank that the Commitments of such Protesting Bank shall be terminated; provided that such Protesting Bank shall have received payment of an amount equal to the outstanding principal of its Loans and/or unreimbursed Letters of Credit obligations, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, (ii) substitute such Protesting Bank in accordance with the provisions of Section 8.5 hereof or (iii) cancel the request to designate such Subsidiary as an “Additional Borrower”” hereunder.
(c) In order to accommodate (i) the addition of a Subsidiary as an Additional Borrower or (ii) extensions of credit to an Additional Borrower, in each case, where one or more Revolving Lenders are legally able and willing to lend Revolving Loans to, and participate in Letters of Credit issued for the account of, such Subsidiary, but other Revolving Lenders are not so able and willing, the Administrative Agent shall be permitted, with the consent of the Parent Borrower and the Required Lenders, to effect such changes to the provisions of this Agreement as it reasonably believes are appropriate in order for such provisions to operate in a customary and usual manner for “multiple-currency” syndicated lending agreements to a corporation and certain of its foreign subsidiaries, all with the intention of providing provisions for the Revolving Lenders who are so able and willing to extend credit to such Subsidiaries and for the other Revolving Lenders not to be required to do so. Prior to effecting any such changes, the Administrative Agent shall give all Revolving Lenders at least five Business Days’ notice thereof and an opportunity to comment thereon.
Appears in 1 contract
Additional Borrowers. (a) The Parent Borrower may at any time, with From time to time on or after the prior consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed), add as a party to this Agreement any Wholly Owned Subsidiary to be an Additional BorrowerAmendment No. Upon satisfaction of the conditions specified in Section 5.3, such Subsidiary shall for all purposes be a party hereto as an Additional Borrower as fully as if it had executed and delivered this Agreement6 Effective Date, and the Borrowers shall be jointly and severally liable for the Obligations (limited to, with respect to any Borrower that is a Foreign Subsidiary, the Obligations of Foreign Loan Parties). The Administrative Agent shall notify the Revolving Lenders at least five Business Days prior to granting such consent and, if any Revolving Lender notifies the Administrative Agent within five Business Days that it is not permitted by applicable Requirements of Law or any of its organizational policies to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account of, the relevant Subsidiary, shall withhold such consent (which shall not be deemed to have been unreasonably withheld) or shall give such consent only upon effecting changes to the provisions of this Agreement as are contemplated by paragraph (c) of this Section 10.21 that will assure that such Revolving Lender is not required to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account of, such Subsidiary.
(b) So long as the principal of and interest on any Loans made to any Additional Borrower under this Agreement shall have been paid in full and all other obligations of such Additional Borrower under this Agreement (other than contingent indemnification obligations) shall have been fully performed, the Parent Borrower may, by not less than five Business Days’ prior notice to the Administrative Agent (which shall promptly notify the relevant Lenders thereof), terminate such Subsidiary’s status as an “Additional Borrower”.
(c) In order to accommodate (i) the addition of a Subsidiary as an Additional Borrower or (ii) extensions of credit to an Additional Borrower, in each case, where one or more Revolving Lenders are legally able and willing to lend Revolving Loans to, and participate in Letters of Credit issued for the account of, such Subsidiary, but other Revolving Lenders are not so able and willing, the Administrative Agent shall be permitted, with the consent of the Parent Borrower and the Required Lenders, to effect such changes to the provisions of this Agreement as it reasonably believes are appropriate in order for such provisions to operate in a customary and usual manner for “multiple-currency” syndicated lending agreements to a corporation and certain of its foreign subsidiaries, all with the intention of providing provisions for the Revolving Lenders who are so able and willing to extend credit to such Subsidiaries and for the other Revolving Lenders not to be required to do so. Prior to effecting any such changes, the Administrative Agent shall give all Revolving Lenders at least five Business Days’ notice to the Administrative Agent (or such shorter period as the Administrative Agent may agree), subject to completion of customary “know your customer” procedures and delivery of related information reasonably requested by the Administrative Agent or the Revolving Credit Lenders (as applicable), including information required pursuant to Section 13.18Section 13.18, the Borrowers may designate any Restricted Subsidiary as an additional Borrower (each such person, an “Additional Borrower”) hereunder in respect of any specified Class or Classes of Obligations; provided that (i) the Additional Borrower shall be an entity organized or existing under the law of the U.S., any state thereof or the District of Columbia and (ii) the Additional Borrower shall expressly assume the Obligations of a Borrower in a manner and pursuant to documentation reasonably satisfactory to the Administrative Agent (it being understood that an opportunity Additional Borrower may be designated as such pursuant to comment thereonthe terms of any Incremental Facility Amendment, Refinancing Amendment or Extension Amendment) (any such documentation, an “Additional Borrower Agreement”). Upon satisfaction of such requirements, the Additional Borrower shall be a “Borrower” hereunder and will have the right to request Term Loans, Revolving Credit Loans or Letters of Credit, as the case may be, in each case of the applicable Class, in accordance with Section 2Section 2 hereof until the earlier to occur of the applicable Maturity Date or the date on which such Additional Borrower resigns as an Additional Borrower in accordance with clause (b) below. The Lenders hereby irrevocably authorize the Administrative Agent to enter into any amendment to this Agreement or to any other Credit Document as may be necessary or appropriate in order to establish any additional Borrower pursuant to this Section 1.14 and such technical amendments, and other customary amendments with respect to provisions of this Agreement relating to taxes for borrowers in such jurisdiction, in each case as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Borrowers in connection therewith.
(b) An Additional Borrower may elect to resign as an Additional Borrower; provided that: (i) such resigning Additional Xxxxxxxx has delivered to the Administrative Agent a written notice of resignation at least five Business Days in advance and (ii) either (A) such resigning Additional Borrowers’ obligations in its capacity as Subsidiary Guarantor shall continue to be legal, valid, binding and enforceable after giving effect to such resignation or (B) such resigning Additional Xxxxxxxx is released from its obligations as a Subsidiary Guarantor pursuant to Section 13.1 substantially concurrently with such resignation pursuant to the Credit Documents. Upon satisfaction of such requirements, the applicable Additional Borrower shall cease to be an Additional Borrower and a Borrower (but in the case of a resignation pursuant to clause (A) above shall continue to be a Subsidiary Guarantor) and at the request of the Borrowers any promissory note in respect of such Additional Borrower shall be returned by the holder thereof to such Additional Borrower for cancellation.
Appears in 1 contract
Samples: Credit Agreement (GoDaddy Inc.)
Additional Borrowers. (a) The Parent Borrower may at any timeIf after the Closing Date, with the prior consent a Subsidiary of the Administrative Agent (such consent not Operating Partnership desires to be unreasonably withheld or delayed), add as become a party to this Agreement any Wholly Owned Subsidiary to be an Additional Borrower. Upon satisfaction of the conditions specified in Section 5.3Borrower hereunder, such Subsidiary shall for all purposes be a party hereto as an Additional Borrower as fully as if it had executed and delivered this Agreement, and the Borrowers shall be jointly and severally liable for the Obligations shall: (limited to, with respect to any Borrower that is a Foreign Subsidiary, the Obligations of Foreign Loan Parties). The Administrative Agent shall notify the Revolving Lenders i) provide at least five Business Days prior to granting such consent and, if any Revolving Lender notifies the Administrative Agent within five Business Days that it is not permitted by applicable Requirements of Law or any of its organizational policies to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account of, the relevant Subsidiary, shall withhold such consent (which shall not be deemed to have been unreasonably withheld) or shall give such consent only upon effecting changes to the provisions of this Agreement as are contemplated by paragraph (c) of this Section 10.21 that will assure that such Revolving Lender is not required to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account of, such Subsidiary.
(b) So long as the principal of and interest on any Loans made to any Additional Borrower under this Agreement shall have been paid in full and all other obligations of such Additional Borrower under this Agreement (other than contingent indemnification obligations) shall have been fully performed, the Parent Borrower may, by not less than five Business Days’ prior notice to the Administrative Agent, and such notice shall designate under what Tranche such Subsidiary proposes to borrow; (ii) duly execute and deliver to the Administrative Agent a Borrower Accession Agreement; (iii) satisfy all of the conditions with respect thereto set forth in this Section 5.01(p) in form and substance reasonably satisfactory to the Administrative Agent; (iv) satisfy the “know your customer” requirements of the Administrative Agent and each relevant Lender and (v) obtain the consent of each Lender, which shall promptly notify Digital Realty - Term Loan Agreement may be given or withheld in such Lender’s sole discretion, in the relevant Lenders thereof), terminate applicable Tranche under which such Additional Borrower proposes to become a Borrower that such Additional Borrower is acceptable as a Borrower under the Loan Documents. Each such Subsidiary’s status addition as an “Additional Borrower”.
a Borrower shall also be conditioned upon the Administrative Agent having received (cx) In order to accommodate a certificate signed by a duly authorized officer of such Subsidiary, dated the date of such Borrower Accession Agreement certifying that: (i1) the addition representations and warranties contained in each Loan Document are true and correct in all material respects on and as of a such date, before and after giving effect to such Subsidiary as becoming an Additional Borrower and as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date) and (2) no Default or (ii) extensions Event of credit to Default has occurred and is continuing as of such date or would occur as a result of such Subsidiary becoming an Additional Borrower, (y) all of the documents set forth in each caseSections 3.01(a)(iii), where one or more Revolving Lenders are legally able (iv), (v), (vi), (vii) and willing (ix) with respect to lend Revolving Loans tosuch Subsidiary and (z) a corporate formalities legal opinion relating to such Subsidiary from counsel reasonably acceptable to the Administrative Agent, all in form and participate in Letters of Credit issued for substance reasonably satisfactory to the account ofAdministrative Agent. Upon such Subsidiary’s addition as an Additional Borrower, such SubsidiarySubsidiary shall be deemed to be a Borrower hereunder. The Administrative Agent shall promptly notify each applicable Lender upon each Additional Borrower’s addition as a Borrower hereunder and shall, but other Revolving Lenders are not so able upon request by any Lender, provide such Lender with a copy of the executed Borrower Accession Agreement. With respect to the accession of any Additional Borrower to a Tranche, such Additional Borrower shall be responsible for making a determination as to whether it is capable of making payments to each Lender under the applicable Tranche without the incurrence of withholding taxes, provided that each such Lender shall provide such properly completed and willing, executed documentation described in Section 2.11 or otherwise reasonably requested by such Additional Borrower as may be necessary for such Additional Borrower to determine the amount of any applicable withholding taxes and the Administrative Agent and such Lender shall be permitted, cooperate in all reasonable respects with the consent of the Parent Borrower Borrowers and the Required Lenders, to effect such changes to the provisions of this Agreement as it reasonably believes are appropriate their tax advisors in order connection with any analysis necessary for such provisions Additional Borrower to operate in a customary and usual manner for “multiple-currency” syndicated lending agreements to a corporation and certain of its foreign subsidiaries, all with the intention of providing provisions for the Revolving Lenders who are so able and willing to extend credit to make such Subsidiaries and for the other Revolving Lenders not to be required to do so. Prior to effecting any such changes, the Administrative Agent shall give all Revolving Lenders at least five Business Days’ notice thereof and an opportunity to comment thereondetermination.
Appears in 1 contract
Additional Borrowers. Other investment companies (a) The Parent Borrower may at any timeor series of investment companies), in addition to those Borrowers which are original signatories to this Agreement, may, with the prior consent written approval of all the Banks, become parties to this Agreement and be deemed Tranche A Borrowers for all purposes of this Agreement by executing an instrument substantially in the form of Exhibit G hereto (with such changes therein may be approved by the Administrative Agent), which instrument shall (i) have attached to it a copy of this Agreement (as the same may have been amended) with a revised Allocation Notice reflecting the participation of such additional investment company and (ii) be accompanied by the documents and instruments required to be delivered by the Borrowers pursuant to Section 3.1 hereof, including, without limitation, an opinion of counsel for such Borrower, in a form reasonably satisfactory to the Administrative Agent and its counsel; provided, that the joinder of any additional Borrower shall be effective no earlier than five (5) Business Days following receipt by the Banks of such documents and information requested by the Administrative Agent or any Bank that are reasonably required in order to comply with "know-your-customer" and other anti-terrorism, anti-money laundering and ACTIVE 255598135 similar rules and regulations, including without limitation the USA PATRIOT Act; and provided, further, that no such additional Borrower shall be added unless each of the Banks consent, except that (A) to the extent an existing Borrower converts to a "master/feeder" structure, no consent not shall be required for the master trust in such structure to become a Borrower hereunder after such conversion, provided the converting Borrower ceases to be unreasonably withheld a Borrower hereunder on or delayedprior to such conversion and provided that such master trust is formed under the laws of a State in the United States and (B) to the extent that an existing Borrower which is a "master trust" is merged into (or transfers all or substantially all of its assets and liabilities to) its feeder fund (the "Former Feeder Fund"), add as no consent shall be required for such Former Feeder Fund to become a party Borrower if in connection with such merger or transfer such Former Feeder Fund shall hold all or substantially all the assets and liabilities of the prior master trust, such Former Feeder Fund is formed under the laws of a State in the United States and, prior to such merger or transfer, such Former Feeder Fund shall have no Debt. Additional Borrowers may be added to this Agreement any Wholly Owned Subsidiary only once per each calendar quarter. Each new Borrower added to be an Additional Borrower. Upon satisfaction the Credit Facility after the addition of the conditions specified in Section 5.3, such Subsidiary shall for all purposes be a party hereto as an Additional Borrower as fully as if it had executed and delivered this Agreement, and the five (5) new Borrowers shall be jointly and severally liable for pay a new Borrower's fee in the Obligations (limited toamount of $1,500 to the Administrative Agent, provided that the Administrative Agent may, in its sole discretion, waive the requirement to pay such fee. To the extent that the Banks deem that the Permitted Asset Coverage Ratio is insufficient with respect to any Borrower that is a Foreign SubsidiaryAdditional Borrower, the Obligations of Foreign Loan Parties). The Administrative Agent shall notify the Revolving Lenders at least five Business Days prior to granting Joinder in which such consent and, if any Revolving Lender notifies the Administrative Agent within five Business Days that it is not permitted by applicable Requirements of Law or any of its organizational policies to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account of, the relevant Subsidiary, shall withhold such consent (which shall not be deemed to have been unreasonably withheld) or shall give such consent only upon effecting changes to the provisions of this Agreement as are contemplated by paragraph (c) of this Section 10.21 that will assure that such Revolving Lender is not required to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account of, such Subsidiary.
(b) So long as the principal of and interest on any Loans made to any Additional Borrower under this Agreement shall have been paid in full and all other obligations becomes a Borrower may, with the agreement of such Additional Borrower and each Bank, contain language amending this Agreement to provide for a different Permitted Asset Coverage Ratio with respect to such Additional Borrower. Notwithstanding the above paragraph, the Banks hereby agree that, at any time within ninety (90) days after the Effective Date and without further consent of the Banks, those investment companies identified on Schedule 8.7 hereto may be added as Borrowers under this Agreement Agreement, provided that (i) all of the requirements (other than contingent indemnification obligations) shall have been fully performed, the Parent Borrower may, by not less than five Business Days’ prior notice to the Administrative Agent (which shall promptly notify the relevant Lenders thereof), terminate such Subsidiary’s status as an “Additional Borrower”.
(c) In order to accommodate (i) the addition of a Subsidiary as an Additional Borrower or (ii) extensions of credit to an Additional Borrower, in each case, where one or more Revolving Lenders are legally able and willing to lend Revolving Loans to, and participate in Letters of Credit issued for the account of, such Subsidiary, but other Revolving Lenders are not so able and willing, the Administrative Agent shall be permitted, with the further consent of the Parent Borrower and the Required Lenders, to effect such changes to the provisions Banks) of this Agreement as it reasonably believes are appropriate in order for such provisions to operate in a customary and usual manner for “multiple-currency” syndicated lending agreements to a corporation and certain of its foreign subsidiaries, all with the intention of providing provisions for the Revolving Lenders who are so able and willing to extend credit to such Subsidiaries and for the other Revolving Lenders not to be required to do so. Prior to effecting any such changes, the Administrative Agent shall give all Revolving Lenders at least five Business Days’ notice thereof and an opportunity to comment thereon.Section
Appears in 1 contract
Samples: Credit Agreement (BlackRock Variable Series Funds II, Inc.)
Additional Borrowers. (aA) Subject to compliance with the provisions of paragraphs (C) and (D) of clause 17.8 (“Know your customer” and “customer due diligence” requirements), the 124 Company may request that any of its subsidiaries becomes an Additional Borrower. That subsidiary shall become an Additional Borrower if:
(i) the Majority Lenders (or, if that Additional Borrower is incorporated in a jurisdiction in which no other Borrower is incorporated, all the Lenders) approve the addition of that subsidiary;
(ii) the Additional Borrower is, or simultaneously becomes, a Guarantor;
(iii) the Company delivers to the Facility Agent a duly completed and executed Accession Letter;
(iv) the Company confirms that no Default is continuing or would occur as a result of that subsidiary becoming an Additional Borrower; and
(v) the Facility Agent has received all of the documents and other evidence listed in Part II of Schedule 3 (Conditions Precedent) in relation to that Additional Borrower, each in form and substance satisfactory to the Facility Agent.
(B) The Parent Facility Agent shall notify the Company and the Lenders promptly upon being satisfied (acting reasonably) that it has received (in form and substance satisfactory to it) all the documents and other evidence listed in Part II of Schedule 3 (Conditions Precedent).
(C) Other than to the extent that the Majority Lenders notify the Facility Agent in writing to the contrary before the Facility Agent gives the notification described in paragraph (B) above, the Lenders authorise (but do not require) the Facility Agent to give that notification. The Facility Agent shall not be liable for any damages, costs or losses whatsoever as a result of giving any such notification.
(D) In the event that an Additional Borrower may at any time, with the prior consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed), add as becomes a party to this Agreement any Wholly Owned Subsidiary to be an Additional Borrower. Upon satisfaction of the conditions specified in Section 5.3, such Subsidiary shall for all purposes be a party hereto as an Additional Borrower as fully as if it had executed and delivered this Agreement, and the Borrowers shall be jointly and severally liable for the Obligations (limited to, with respect to any Borrower that is a Foreign Subsidiary, the Obligations of Foreign Loan Parties). The Administrative Agent shall notify the Revolving Lenders at least five Business Days prior to granting such consent and, if any Revolving Lender notifies the Administrative Agent within five Business Days that it is not permitted by applicable Requirements of Law or any of its organizational policies to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account of, the relevant Subsidiary, shall withhold such consent (which shall not be deemed to have been unreasonably withheld) or shall give such consent only upon effecting changes to the provisions of this Agreement as are contemplated by paragraph (c) of this Section 10.21 that will assure that such Revolving Lender is not required to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account of, such Subsidiary.:
(b) So long as the principal of and interest on any Loans made to any Additional Borrower under this Agreement shall have been paid in full and all other obligations of such Additional Borrower under this Agreement (other than contingent indemnification obligations) shall have been fully performed, the Parent Borrower may, by not less than five Business Days’ prior notice to the Administrative Agent (which shall promptly notify the relevant Lenders thereof), terminate such Subsidiary’s status as an “Additional Borrower”.
(c) In order to accommodate (i) the addition Company, on behalf of a Subsidiary as an Additional Borrower or all Obligors; and
(ii) extensions the Facility Agent on behalf of credit to an Additional Borrowerall Finance Parties, in each case, where one or more Revolving Lenders are legally able and willing to lend Revolving Loans to, and participate in Letters of Credit issued for the account of, such Subsidiary, but other Revolving Lenders are not so able and willing, the Administrative Agent shall be permitted, with the consent of the Parent Borrower and the Required Lenders, hereby authorised to effect such changes all amendments required to be made to the provisions of this Agreement as it reasonably believes Finance Documents to which they are appropriate in order for party to reflect the fact that such provisions Additional Borrower has become a party to operate in a customary and usual manner for “multiple-currency” syndicated lending agreements to a corporation and certain of its foreign subsidiaries, all with the intention of providing provisions for the Revolving Lenders who are so able and willing to extend credit to such Subsidiaries and for the other Revolving Lenders not to be required to do so. Prior to effecting any such changes, the Administrative Agent shall give all Revolving Lenders at least five Business Days’ notice thereof and an opportunity to comment thereonAgreement.
Appears in 1 contract
Samples: Revolving Credit Facility Agreement (Kosmos Energy Ltd.)
Additional Borrowers. (ai) The Parent Borrower may at any time, with the prior consent of the Administrative Agent (such consent not Subject to be unreasonably withheld or delayedSection 10.21(b)(ii), add as a party to this Agreement any Wholly Owned Subsidiary to be an Additional Borrower. Upon satisfaction of the conditions specified in Section 5.3, such Subsidiary shall for all purposes be a party hereto as an Additional Initial Borrower as fully as if it had executed and delivered this Agreement, and the Borrowers shall be jointly and severally liable for the Obligations (limited to, with respect to any Borrower that is a Foreign Subsidiary, the Obligations of Foreign Loan Parties). The Administrative Agent shall notify the Revolving Lenders at least five Business Days prior to granting such consent and, if any Revolving Lender notifies the Administrative Agent within five Business Days that it is not permitted by applicable Requirements of Law or any of its organizational policies to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account of, the relevant Subsidiary, shall withhold such consent (which shall not be deemed to have been unreasonably withheld) or shall give such consent only upon effecting changes to the provisions of this Agreement as are contemplated by paragraph (c) of this Section 10.21 that will assure that such Revolving Lender is not required to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account of, such Subsidiary.
(b) So long as the principal of and interest on any Loans made to any Additional Borrower under this Agreement shall have been paid in full and all other obligations of such Additional Borrower under this Agreement (other than contingent indemnification obligations) shall have been fully performed, the Permitted Affiliate Parent Borrower may, by upon not less than five Business Days’ prior written notice to the Administrative Agent (which Agent, request that any Permitted Affiliate Parent, any Affiliate Subsidiary or any Wholly Owned Subsidiary that is a member of the Restricted Group becomes an Additional Borrower under this Agreement; provided that no such prior written notice shall promptly notify the relevant Lenders thereof), terminate such Subsidiary’s status as be required in connection with an “Additional Borrower”.
(c) In order to accommodate (i) the addition accession of a Subsidiary any Person as an Additional Borrower or pursuant to the proviso of Section 10.21(b)(ii).
(ii) extensions Any such Person referred to in Section 10.21(b)(i) may become an Additional Borrower with respect to a Facility if:
(A) it is incorporated, registered or organized under the laws of credit an Approved Jurisdiction or the Required Lenders under such Facility have approved the addition of that Person as an Additional Borrower;
(B) such Person and the Initial Borrower deliver to the Administrative Agent a duly completed and executed joinder agreement in form and substance reasonably satisfactory to the Administrative Agent pursuant to which such Person agrees to become a party to this Agreement as an Additional Borrower;
(C) the Initial Borrower confirms that no Event of Default is continuing or would occur as a result of that Person becoming an Additional Borrower;
(D) the Administrative Agent (for and on behalf of the Lenders) shall have received, at least three Business Days prior to the date of accession of such Person as an Additional Borrower, in all documentation and other information about such Person required under applicable “know your customer” and anti-money laundering rules and regulations, including under the Beneficial Ownership Regulations (such information to include, for the avoidance of doubt, a Beneficial Ownership Certification for each case, where one or more Revolving Lenders are legally able entity that qualifies as a “legal entity customer” thereunder) and willing to lend Revolving Loans tothe USA Patriot Act, and participate in Letters of Credit issued for the account ofsatisfactory to each Finance 147 95007600_2 Party (acting reasonably), such Subsidiary, but other Revolving Lenders are not so able and willing, that has been requested by the Administrative Agent (for itself or on behalf of any Lender) or any Lender (through the Administrative Agent and for itself) in writing at least ten days prior to the date of accession of such Person as an Additional Borrower;
(E) the Administrative Agent has received all of the documents and other evidence listed in Schedule 10.21 in relation to that Person, each in form and substance reasonably satisfactory to the Administrative Agent; and
(F) such Person shall be permittedhave entered into all documentation required for it (i) to accede to (A) this Agreement as an Additional Borrower and (B) to the extent required by any Intercreditor Agreement, such Intercreditor Agreement as a “debtor” (or other relevant capacity) and/or (ii) to have acknowledged any Intercreditor Agreement in the manner contemplated thereby; provided that, in connection with the designation of any Person as a Permitted Affiliate Parent or an Affiliate Subsidiary in connection with the Acquisition, such Person may become an Additional Borrower with respect to a Facility if:
(1) it is incorporated, registered or organized under the laws of an Approved Jurisdiction or the Required Lenders under such Facility have approved the addition of that Person as an Additional Borrower;
(2) such Person and the Initial Borrower deliver to the Administrative Agent a duly completed and executed joinder agreement pursuant to which such Person agrees to become a party to this Agreement as an Additional Borrower;
(3) the Administrative Agent has received: (i) certified Organization Documents of such Person, and certification of resolutions or other action and incumbency certificates of a Responsible Officer of such Person evidencing the identity, authority and capacity of each such Responsible Officer thereof to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Person will become a party; (ii) to the extent required under the Organization Documents of such Person or applicable Law, the consent of the Parent equity holder(s), Board of Directors or other appropriate corporate governing body of such Person to the execution and delivery, and performance by such Person, of the Loan Documents to which it is a party; and (iii) a legal opinion as to organization, authority, execution, delivery and enforceability of such Person and the applicable Loan Documents to which such Person is a party; and
(4) such Person shall have entered into all documentation required for it (i) to accede to (A) this Agreement as an Additional Borrower and (B) to the extent required by any Intercreditor Agreement, such Intercreditor Agreement as a “debtor” (or other relevant capacity) and/or (ii) to have acknowledged any Intercreditor Agreement in the manner contemplated thereby.
(iii) The Administrative Agent shall notify the Initial Borrower and the Required LendersLenders promptly upon being satisfied that the conditions specified in Section 10.21(b)(ii) above (and, to effect such changes to in the provisions case of this Agreement as it reasonably believes are appropriate in order for such provisions to operate in a customary and usual manner for “multiple-currency” syndicated lending agreements to a corporation and certain of its foreign subsidiariesany Permitted Affiliate Parent, all with the intention of providing provisions for the Revolving Lenders who are so able and willing to extend credit to such Subsidiaries and for the other Revolving Lenders not to be required to do so. Prior to effecting any such changes, the Administrative Agent shall give all Revolving Lenders at least five Business Days’ notice thereof and an opportunity to comment thereonSection 10.21(a)) have been satisfied.
Appears in 1 contract
Additional Borrowers. (a) The Parent At any time after the Closing Date, so long as no Default or Event of Default has occurred and is continuing or would result therefrom, Administrative Borrower may at elect that any time, with the prior consent of the Administrative Agent wholly-owned Domestic Subsidiary (such consent not other than an Excluded Subsidiary) that is a Loan Party to be unreasonably withheld or delayed), add as a party to this Agreement any Wholly Owned Subsidiary to be an Additional Borrower. Upon satisfaction of the conditions specified in Section 5.3, such Subsidiary shall for all purposes be a party hereto added as an Additional Borrower hereunder by delivery to the Agent of a Notice of Additional Borrower as fully as if it had executed follows:
(i) such Subsidiary shall (x) be deemed a “Borrower” hereunder and delivered this Agreementunder the Loan Documents upon confirmation from Agent of receipt of, in form and the Borrowers shall be jointly substance reasonably satisfactory to Agent, joinder and severally liable for the Obligations (limited to, any other documentation reasonably requested by Agent with respect to such Additional Borrower, including the materials set forth in clause (iii) below, any Borrower that is promissory notes requested by a Foreign Subsidiary, Lender through Agent and written opinions of the Obligations of Foreign Loan Parties). The Administrative Agent ’ counsel, and (y) substantially contemporaneously with the effectiveness of becoming a “Borrower” in accordance with the terms hereof, automatically cease to be a Guarantor without the necessity of any further action;
(ii) such Additional Borrower shall notify deliver the Revolving Lenders documents required by Section 5.11 with respect thereto; and
(iii) as a condition to the effectiveness of any joinder of any Additional Borrower, such Additional Borrower shall deliver all documentation and other information reasonably requested in writing (at least five (5) Business Days prior to granting the effective date of such consent andjoinder) by and reasonably acceptable to Agent and each Lender to satisfy requirements under Agent’s and such Lender’s applicable “know your customer” and anti-money laundering rules and regulations, if any Revolving Lender notifies including the Administrative Agent within five Business Days that it is not permitted by applicable Requirements of Law or any of its organizational policies to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account of, the relevant Subsidiary, shall withhold such consent (which shall not be deemed to have been unreasonably withheld) or shall give such consent only upon effecting changes to the provisions of this Agreement as are contemplated by paragraph (c) of this Section 10.21 that will assure that such Revolving Lender is not required to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account of, such SubsidiaryPatriot Act.
(b) So long as the principal of and interest on any Loans made to any Additional Borrower under this Agreement shall have been paid in full and all other obligations of such Additional Borrower under this Agreement (other than contingent indemnification obligations) shall have been fully performed, the Parent Borrower may, by not less than five Business Days’ prior notice Notwithstanding anything herein to the Administrative Agent (which shall promptly notify contrary, until the relevant Lenders thereof), terminate such Subsidiary’s status as completion of an “Additional Borrower”.
(c) In order to accommodate (i) appraisal and field examination of the addition assets of a Subsidiary as an Additional Borrower or (ii) extensions of credit to an any Additional Borrower, in each case, where one or more Revolving Lenders are legally able and willing reasonably satisfactory to lend Revolving Loans toAgent, and participate no asset of such Additional Borrower shall be included in the Borrowing Base.
(c) Any Additional Borrower shall continue to be a Borrower under this Agreement until Administrative Borrower delivers a Borrower Termination Notice with respect to such Subsidiary to Agent, whereupon such Subsidiary shall cease to be a Borrower hereunder; provided that no Borrower Termination Notice will become effective as to any Additional Borrower until a new Borrowing Base Certificate reflecting the removal of such Additional Borrower has been delivered to Agent, all LoansAdvances made to such Additional Borrower shall have been repaid, all Letters of Credit issued for the account ofof such Additional Borrower have been drawn in full or have expired or have been cash collateralized in an amount equal to 103% of the then extant Letter of Credit Usage with respect thereto and all amounts payable by such Additional Borrower in respect of the Issuing Lender, such Subsidiaryinterest and/or fees (and, but other Revolving Lenders are not so able and willingto the extent notified by Agent, the Administrative Agent Issuing Lender or any Lender, any other amounts payable under this Agreement by such Additional Borrower) shall have been paid in full; provided further that (i) such Borrower Termination Notice shall be permittedeffective to terminate the right of such Additional Borrower to request or receive further Advances under this Agreement, (ii) no Borrower Termination Notice shall be effective if there is only one Borrower prior to delivery of the Borrower Termination Notice, (iii) no Borrower Termination Notice shall be effective to remove Wabash as a Borrower and (iv) substantially contemporaneously with the consent effectiveness of any such Borrower Termination Notice, the Parent Borrower and the Required Lenders, to effect such changes applicable Subsidiary shall become a Guarantor by delivering a joinder to the provisions of this Agreement as it Guaranty and any other documentation reasonably believes are appropriate in order for required by Agent, unless such provisions to operate in a customary and usual manner for “multiple-currency” syndicated lending agreements to a corporation and certain of its foreign subsidiaries, all with the intention of providing provisions for the Revolving Lenders who are so able and willing to extend credit to such Subsidiaries and for the other Revolving Lenders not Subsidiary is then an Excluded Subsidiary or ceases to be required to do so. Prior to effecting any such changes, the Administrative Agent shall give all Revolving Lenders at least five Business Days’ notice thereof and an opportunity to comment thereona Subsidiary of Wabash as a result of a transaction permitted under this Agreement.
Appears in 1 contract
Additional Borrowers. (a) The Parent Borrower may at any time, with From time to time on or after the prior consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed), add as a party to this Agreement any Wholly Owned Subsidiary to be an Additional BorrowerAmendment No. Upon satisfaction of the conditions specified in Section 5.3, such Subsidiary shall for all purposes be a party hereto as an Additional Borrower as fully as if it had executed and delivered this Agreement6 Effective Date, and the Borrowers shall be jointly and severally liable for the Obligations (limited to, with respect to any Borrower that is a Foreign Subsidiary, the Obligations of Foreign Loan Parties). The Administrative Agent shall notify the Revolving Lenders at least five Business Days prior to granting such consent and, if any Revolving Lender notifies the Administrative Agent within five Business Days that it is not permitted by applicable Requirements of Law or any of its organizational policies to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account of, the relevant Subsidiary, shall withhold such consent (which shall not be deemed to have been unreasonably withheld) or shall give such consent only upon effecting changes to the provisions of this Agreement as are contemplated by paragraph (c) of this Section 10.21 that will assure that such Revolving Lender is not required to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account of, such Subsidiary.
(b) So long as the principal of and interest on any Loans made to any Additional Borrower under this Agreement shall have been paid in full and all other obligations of such Additional Borrower under this Agreement (other than contingent indemnification obligations) shall have been fully performed, the Parent Borrower may, by not less than five Business Days’ prior notice to the Administrative Agent (which shall promptly notify the relevant Lenders thereof), terminate such Subsidiary’s status as an “Additional Borrower”.
(c) In order to accommodate (i) the addition of a Subsidiary as an Additional Borrower or (ii) extensions of credit to an Additional Borrower, in each case, where one or more Revolving Lenders are legally able and willing to lend Revolving Loans to, and participate in Letters of Credit issued for the account of, such Subsidiary, but other Revolving Lenders are not so able and willing, the Administrative Agent shall be permitted, with the consent of the Parent Borrower and the Required Lenders, to effect such changes to the provisions of this Agreement as it reasonably believes are appropriate in order for such provisions to operate in a customary and usual manner for “multiple-currency” syndicated lending agreements to a corporation and certain of its foreign subsidiaries, all with the intention of providing provisions for the Revolving Lenders who are so able and willing to extend credit to such Subsidiaries and for the other Revolving Lenders not to be required to do so. Prior to effecting any such changes, the Administrative Agent shall give all Revolving Lenders at least five Business Days’ notice to the Administrative Agent (or such shorter period as the Administrative Agent may agree), subject to completion of customary “know your customer” procedures and delivery of related information reasonably requested by the Administrative Agent or the Revolving Credit Lenders (as applicable), including information required pursuant to Section 13.18, the Borrowers may designate any Restricted Subsidiary as an additional Borrower (each such person, an “Additional Borrower”) hereunder in respect of any specified Class or Classes of Obligations; provided that (i) the Additional Borrower shall be an entity organized or existing under the law of the U.S., any state thereof or the District of Columbia and (ii) the Additional Borrower shall expressly assume the Obligations of a Borrower in a manner and pursuant to documentation reasonably satisfactory to the Administrative Agent (it being understood that an opportunity Additional Borrower may be designated as such pursuant to comment thereonthe terms of any Incremental Facility Amendment, Refinancing Amendment or Extension Amendment) (any such documentation, an “Additional Borrower Agreement”). Upon satisfaction of such requirements, the Additional Borrower shall be a “Borrower” hereunder and will have the right to request Term Loans, Revolving Credit Loans or Letters of Credit, as the case may be, in each case of the applicable Class, in accordance with Section 2 hereof until the earlier to occur of the applicable Maturity Date or the date on which such Additional Borrower resigns as an Additional Borrower in accordance with clause (b) below. The Lenders hereby irrevocably authorize the Administrative Agent to enter into any amendment to this Agreement or to any other Credit Document as may be necessary or appropriate in order to establish any additional Borrower pursuant to this Section 1.14 and such technical amendments, and other customary amendments with respect to provisions of this Agreement relating to taxes for borrowers in such jurisdiction, in each case as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Borrowers in connection therewith.
(b) An Additional Borrower may elect to resign as an Additional Borrower; provided that: (i) such resigning Additional Borrower has delivered to the Administrative Agent a written notice of resignation at least five Business Days in advance and (ii) either (A) such resigning Additional Borrowers’ obligations in its capacity as Subsidiary Guarantor shall continue to be legal, valid, binding and enforceable after giving effect to such resignation or (B) such resigning Additional Borrower is released from its obligations as a Subsidiary Guarantor pursuant to Section 13.1 substantially concurrently with such resignation pursuant to the Credit Documents. Upon satisfaction of such requirements, the applicable Additional Borrower shall cease to be an Additional Borrower and a Borrower (but in the case of a resignation pursuant to clause (A) above shall continue to be a Subsidiary Guarantor) and at the request of the Borrowers any promissory note in respect of such Additional Borrower shall be returned by the holder thereof to such Additional Borrower for cancellation.
Appears in 1 contract
Samples: Credit Agreement (GoDaddy Inc.)
Additional Borrowers. (ai) The Parent Borrower may at any timeIf after the Effective Date, with the prior consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed), add as a party to this Agreement any Wholly Owned LMI desires another Subsidiary to be an Additional Borrower. Upon satisfaction of the conditions specified in Section 5.3become a Borrower hereunder, LMI shall, or shall cause such Subsidiary shall for all purposes be a party hereto as an Additional Borrower as fully as if it had executed and delivered this Agreement, and the Borrowers shall be jointly and severally liable for the Obligations to: (limited to, with respect to any Borrower that is a Foreign Subsidiary, the Obligations of Foreign Loan Parties). The Administrative Agent shall notify the Revolving Lenders i) provide at least five Business Days prior to granting such consent and, if any Revolving Lender notifies the Administrative Agent within five Business Days that it is not permitted by applicable Requirements of Law or any of its organizational policies to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account of, the relevant Subsidiary, shall withhold such consent (which shall not be deemed to have been unreasonably withheld) or shall give such consent only upon effecting changes to the provisions of this Agreement as are contemplated by paragraph (c) of this Section 10.21 that will assure that such Revolving Lender is not required to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account of, such Subsidiary.
(b) So long as the principal of and interest on any Loans made to any Additional Borrower under this Agreement shall have been paid in full and all other obligations of such Additional Borrower under this Agreement (other than contingent indemnification obligations) shall have been fully performed, the Parent Borrower may, by not less than five Business Days’ prior notice to the Administrative Agent; (ii) deliver to the Administrative Agent a Borrower Accession Agreement duly executed by all parties thereto; (which shall promptly notify iii) satisfy all of the relevant conditions with respect thereto set forth in this Section 5.09(a) in form and substance reasonably satisfactory to the Administrative Agent; (iv) deliver to the Administrative Agent all documentation and other information reasonably requested by the Lenders thereof)or the Administrative Agent under applicable “know your customer” and anti-money laundering rules and regulations, terminate including the USA Patriot Act and (v) obtain the consent of each Lender that such Additional Borrower is acceptable as a Borrower under the Loan Documents.
(ii) Each such Subsidiary’s status addition as a Borrower shall also be conditioned upon the Administrative Agent having received (A) a certificate signed by a duly authorized officer of such Subsidiary, dated the date of such Borrower Accession Agreement certifying that: (1) the representations and warranties contained in each Loan Document are true and correct in all material respects on and as of such date (or in all respects if already qualified by concepts of materiality), before and after giving effect to such Subsidiary becoming an “Additional Borrower and as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date, or in all respects if already qualified by concepts of materiality), and (2) no Default or Event of Default has occurred and is continuing as of such date or would occur as a result of such Subsidiary becoming an Additional Borrower”; and (B) any such additional documents (including legal opinions) and certificates pertaining to the Additional Borrower as the Administrative Agent or its counsel received on the Effective Date with respect to LMI and LMI Ireland, all in form and substance reasonably satisfactory to the Administrative Agent and its counsel.
(ciii) In order to accommodate (i) the Upon such Subsidiary’s addition of a Subsidiary as an Additional Borrower or (ii) extensions of credit to an Additional Borrower, such Subsidiary shall be deemed to be a Borrower and specifically a Domestic Borrower or a Foreign Borrower, as applicable, hereunder. The Administrative Agent shall promptly notify each applicable Lender upon each Additional Borrower’s addition as a Borrower hereunder and shall, upon request by any Lender, provide such Lender with a copy of the executed Borrower Accession Agreement. With respect to the accession of any Additional Borrower, each Lender shall be responsible for making a determination as to whether it is capable of making advances to such Additional Borrower without the incurrence of withholding taxes, provided that the Borrowers and their tax advisors shall cooperate in each case, where one or more Revolving Lenders are legally able and willing to lend Revolving Loans to, and participate in Letters of Credit issued for the account of, such Subsidiary, but other Revolving Lenders are not so able and willing, all reasonable respects with the Administrative Agent shall be permitted, and such Lender in connection with the consent of the Parent Borrower any analysis necessary for such Lender to make such determination and the Required Lenders, to effect Borrowers shall bear all costs and expenses incurred in connection with such changes determination pursuant to the provisions of this Agreement as it reasonably believes are appropriate terms and conditions set forth in order for such provisions to operate in a customary and usual manner for “multiple-currency” syndicated lending agreements to a corporation and certain of its foreign subsidiaries, all with the intention of providing provisions for the Revolving Lenders who are so able and willing to extend credit to such Subsidiaries and for the other Revolving Lenders not to be required to do so. Prior to effecting any such changes, the Administrative Agent shall give all Revolving Lenders at least five Business Days’ notice thereof and an opportunity to comment thereon.Section 9.03
Appears in 1 contract
Samples: Credit Agreement (LogMeIn, Inc.)
Additional Borrowers. (a) The Parent Borrower may at any time, with the prior consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed), add as a party to this Agreement any Wholly Owned Subsidiary to be an Additional Borrower. Upon satisfaction of the conditions specified in Section 5.3, such Subsidiary shall for all purposes be a party hereto as an Additional Borrower as fully as if it had executed and delivered this Agreement, and the Borrowers shall be jointly and severally liable for the Obligations (limited to, with respect to any Borrower that is a Foreign Subsidiary, the Obligations of Foreign Loan Parties). The Administrative Agent shall notify the Revolving Lenders at least five Business Days prior to granting such consent and, if any Revolving Lender notifies the Administrative Agent within five Business Days that it is not permitted by applicable Requirements of Law or any of its organizational policies to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account of, the relevant Subsidiary, shall withhold such consent (which shall not be deemed to have been unreasonably withheld) or shall give such consent only upon effecting changes to the provisions of this Agreement as are contemplated by paragraph (c) of this Section 10.21 that will assure that such Revolving Lender is not required to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account of, such Subsidiary.
(b) So long as the principal of and interest on any Loans made to any Additional Borrower under this Agreement shall have been paid in full and all other obligations of such Additional Borrower under this Agreement (other than contingent indemnification obligations) shall have been fully performed, the Parent Borrower may, by not less than five Business Days30 days’ prior notice to the Administrative Agent (or such shorter period of time to which the Administrative Agent may agree), and subject to the written consent of the Revolving Lenders, which consent of each Revolving Lender shall not be unreasonably withheld (it being understood that a Revolving Lender shall be deemed to have acted reasonably in withholding its consent if (i) it is unlawful for such Revolving Lender to make Revolving Loans under this Agreement to the proposed additional Borrower, (ii) such Revolving Lender cannot or has not determined that it is lawful to do so, (iii) the making of a Revolving Loan to the proposed additional Borrower might reasonably be expected to subject such Lender to adverse tax consequences, (iv) such Lender is required or has determined that it is prudent to register or file in the jurisdiction of formation or organization of the proposed additional Borrower and it does not wish to do so or (v) such Lender is restricted by operational or administrative procedures or other applicable internal policies from extending credit under this Agreement to Persons in the jurisdiction in which the proposed additional Borrower is located), the Company may designate one or more Guarantors to be additional joint and several direct Borrowers hereunder by written request to the Administrative Agent accompanied by (a) an executed Assumption Agreement and appropriate Notes (to the extent requested by any Lender) executed by the designated Guarantor, (b) a certificate of good standing of the designated Guarantor in the jurisdiction of its incorporation or organization, (c) a certified resolution of such Guarantor’s board of directors or other governing body authorizing the execution and delivery of the Assumption Agreement and such Notes, (d) a written consent to the Assumption Agreement executed by each Guarantor, (e) appropriate written legal opinions reasonably requested by the Administrative Agent with respect to such new Borrower and the Assumption Agreement covering matters similar to those covered in the opinions delivered on the Closing Date (and, if such written request is made on or after the date of occurrence of a Collateral Trigger Event, if applicableFirst Amendment Effective Date, those covered in the collateral-related opinions delivered pursuant to Section 6.09on the First Amendment Effective Date) and (f) such documentation and other evidence as is reasonably requested by the Administrative Agent or any Lender in order for the Administrative Agent or such Lender to carry out and be satisfied it has complied with the results of all necessary “know your customer” or other similar checks under the USA PATRIOT Act, under similar regulations and, if the Borrower qualifies as a “legal entity customer,” under the Beneficial Ownership Regulation and is not otherwise prohibited by Law from making Loans to such new Borrower. The Obligations of any additional Borrowers designated pursuant to this Section 2.17 may be limited as to amount as directed by the Company. The Administrative Agent shall promptly notify the relevant Lenders thereof)of such request, terminate together with copies of such Subsidiary’s status as an “Additional Borrower”.
(c) In order to accommodate (i) the addition of a Subsidiary as an Additional Borrower or (ii) extensions of credit to an Additional Borrower, in each case, where one or more Revolving Lenders are legally able and willing to lend Revolving Loans to, and participate in Letters of Credit issued for the account of, such Subsidiary, but other Revolving Lenders are not so able and willing, the Administrative Agent shall be permitted, with the consent of the Parent Borrower foregoing as any Lender may request and the Required Lenders, to effect such changes to the provisions of this Agreement as it reasonably believes are appropriate in order for such provisions to operate in designated Guarantor shall become a customary and usual manner for “multiple-currency” syndicated lending agreements to a corporation and certain of its foreign subsidiaries, all with the intention of providing provisions for the Revolving Lenders who are so able and willing to extend credit to such Subsidiaries and for the other Revolving Lenders not to be required to do so. Prior to effecting any such changes, the Administrative Agent shall give all Revolving Lenders at least five Business Days’ notice thereof and an opportunity to comment thereonBorrower hereunder.
Appears in 1 contract
Additional Borrowers. (a) The Notwithstanding anything in Section 11.12 to the contrary, following the Closing Date, the Parent Borrower may at any time, with request that one or more of its Subsidiaries that is a wholly-owned Restricted Subsidiary be added as an additional Borrower under the prior consent of Revolving Facility by delivering to the Administrative Agent (such consent not to be unreasonably withheld or delayed), add as a party to this Agreement any Wholly Owned Subsidiary to be an Additional Borrower Agreement executed by such Subsidiary and the Parent Borrower. Upon satisfaction of the conditions specified in Section 5.3, such Such Subsidiary shall for all purposes of this Agreement be a party hereto Borrower hereunder after the latest of (i) five (5) Business Days (or such shorter period as an Additional Borrower as fully as if it had executed and delivered this Agreement, and the Borrowers shall be jointly and severally liable for the Obligations (limited to, with respect to any Borrower that is a Foreign Subsidiary, the Obligations of Foreign Loan Parties). The Administrative Agent shall notify agree) after delivery of such Additional Borrower Agreement, (ii) receipt by the Revolving Lenders at least five Business Days prior to granting and the Administrative Agent of such consent and, if documentation and other information reasonably requested by the Lenders or the Administrative Agent for purposes of complying with all necessary “know your customer” or other similar checks under all applicable laws and regulations without any Revolving Lender notifies written objection submitted by the Lenders or the Administrative Agent within five (5) Business Days that it of the date of receipt of such documentation and other information, and (iii) if the applicable Additional Borrower is not permitted by applicable Requirements of Law organized or any of its organizational policies to make Revolving Loans toincorporated in or under the laws of, or participate for applicable Tax purposes is resident of or treated as engaged in Letters a trade or business in, any jurisdiction other than a jurisdiction in or under the laws of Credit which at least one of the then-existing Borrowers is organized or Swingline Loans for incorporated on the account of, the relevant Subsidiary, shall withhold date such consent (which shall not be deemed to have been unreasonably withheld) or shall give such consent only upon effecting changes Additional Borrower Agreement is delivered to the provisions Administrative Agent, an amendment of this Agreement as are contemplated by paragraph (cincluding, without limitation, Section 3.02, Section 3.02A and the definition of “Excluded Taxes”) of this Section 10.21 that will assure that and the other Loan Documents to include such Revolving Lender is not required to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account of, such Subsidiary.
(b) So long as the principal of and interest on any Loans made to any Additional Borrower under this Agreement shall have been paid in full and all other obligations of such Additional Borrower under this Agreement (other than contingent indemnification obligations) shall have been fully performed, the Parent Borrower may, by not less than five Business Days’ prior notice to the Administrative Agent (which shall promptly notify the relevant Lenders thereof), terminate such Subsidiary’s status as an “Additional Borrower”.
(c) In order to accommodate (i) the addition of a Subsidiary as an Additional Borrower or hereunder, which amendment must be as mutually agreed by the Administrative Agent, the Parent Borrower, the applicable Additional Borrower and each Lender (iiprovided that no such amendment shall materially adversely affect the rights of any Lender that has not consented to such amendment); provided that (a) extensions each Additional Borrower shall also be a Guarantor and (b) neither the Administrative Agent nor any Lender shall be materially adversely affected by the addition of credit to an such Additional Borrower, . Any obligations in each case, where one or more Revolving Lenders are legally able and willing to lend Revolving Loans to, and participate in Letters respect of Credit issued borrowings by any Borrower under this Agreement will constitute “Obligations” for all purposes of the account of, such Subsidiary, but other Revolving Lenders are not so able and willing, Loan Documents. Promptly following receipt of any Additional Borrower Agreement the Administrative Agent shall be permitted, with the consent of the Parent Borrower and the Required Lenders, send a copy thereof to effect such changes to the provisions of this Agreement as it reasonably believes are appropriate in order for such provisions to operate in a customary and usual manner for “multiple-currency” syndicated lending agreements to a corporation and certain of its foreign subsidiaries, all with the intention of providing provisions for the Revolving Lenders who are so able and willing to extend credit to such Subsidiaries and for the other Revolving Lenders not to be required to do so. Prior to effecting any such changes, the Administrative Agent shall give all Revolving Lenders at least five Business Days’ notice thereof and an opportunity to comment thereoneach Lender.
Appears in 1 contract
Samples: Credit Agreement (Patheon Inc)
Additional Borrowers. (a) The Parent Borrower may at any time, with Subject to the prior consent satisfaction of the Administrative Agent conditions set forth below, the Borrowers may elect, pursuant to a Loan Agreement Supplement, other newly executed Loan Documents and/or modifications, amendments or supplements to then existing Loan Documents (in each case, reasonably acceptable to the Lender) to cause one or more direct or indirect wholly-owned subsidiaries of the Guarantor to assume and become jointly and severally obligated under the Notes and the Loan Documents for repayment of the Loan, to add the Additional Borrower Sites of such consent not Additional Borrower in accordance with Section 11.7, and to be unreasonably withheld or delayed), add as a party to this Agreement any Wholly Owned Subsidiary to be an pledge the Other Company Collateral of such Additional Borrower. Upon such election and satisfaction of such conditions, (i) Schedule 1 shall be amended to include such Additional Borrowers as are designated to become “Borrowers” hereunder; and (ii) all references to the Borrowers hereunder shall include all of the Additional Borrowers identified on such amended Schedule 1. Any election to add an Additional Borrower shall be subject to the satisfaction of the following conditions specified precedent:
(A) No Event of Default or Amortization Period is then continuing;
(B) No event or condition has occurred or exists that, with the giving of notice or passage of time, would give rise to an Event of Default;
(C) If a Special Servicing Period is then in Section 5.3effect, such Subsidiary shall for all purposes the Servicer’s consent has been obtained;
(D) Such Additional Borrower must be a party hereto as an Additional Borrower as fully as if it had executed and delivered this Agreement, and direct or indirect wholly-owned subsidiary of the Borrowers shall be jointly and severally liable for the Obligations (limited to, with respect to any Borrower that is a Foreign Subsidiary, the Obligations of Foreign Loan Parties). The Administrative Agent shall notify the Revolving Lenders at least five Business Days prior to granting such consent and, if any Revolving Lender notifies the Administrative Agent within five Business Days that it is not permitted by applicable Requirements of Law or any of its organizational policies to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account of, the relevant Subsidiary, shall withhold such consent (which shall not be deemed to have been unreasonably withheld) or shall give such consent only upon effecting changes to the provisions of this Agreement as are contemplated by paragraph (c) of this Section 10.21 that will assure that such Revolving Lender is not required to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account of, such Subsidiary.Guarantor;
(bE) So long as the principal of and interest on any Loans made to any Additional Borrower under this Agreement The Guarantor shall have been paid in full and all other obligations pledged 100% of the equity of such Additional Borrower pursuant to the Guarantor Pledge Agreement, or, if such Additional Borrower is not a direct subsidiary of the Guarantor, (1) the direct parent or parents of such Additional Borrower shall have entered into an Additional Payment Guaranty and an Additional Pledge Agreement pursuant to which such direct parent or parents shall have pledged 100% of the equity of such Additional Borrower, and (2) any other subsidiary of the Guarantor that owns an indirect equity interest in such Additional Borrower shall have also entered into an Additional Payment Guaranty and an Additional Pledge Agreement pursuant to which it shall have pledged its equity interest in each of its direct subsidiaries that directly or indirectly owns an equity interest in the Additional Borrower;
(F) On or prior to the date of such election, the Borrowers shall deliver to the Lender an opinion or opinions of counsel reasonably satisfactory to the Lender stating (i) that the addition of such Additional Borrower will not constitute a “significant modification” of the Loan or “deemed exchange” of the Notes under this section 1001 of the IRC and (ii) the Loan Increase, if any, will not create a taxable event, for U.S. Federal income tax purposes, to any holder of a Security;
(G) On or prior to the date of such election, the Borrowers shall deliver to the Lender an opinion of counsel reasonably satisfactory to the Lender concerning the substantive ‑38‑ non-consolidation of such Additional Borrower and any related Additional Guarantors, in a form reasonably satisfactory to the Lender, provided that an opinion in the form of the substantive non-consolidation opinion delivered to the Lender on the Amendment Date with regards to the Borrower Parties pursuant to Section 3.1(E)(v) shall be satisfactory to the Lender;
(H) Such Additional Borrower shall have represented and warranted to the Lender, in the Loan Agreement Supplement, as to itself, the representations and warranties set forth in Article IV as of the date of such election;
(other than contingent indemnification obligationsI) Such Additional Borrower shall have represented and warranted to the Lender, in the Loan Agreement Supplement, as to itself, the representations and warranties set forth in Section 9.1;
(J) On or prior to the date of such election, the conditions with respect to the Addition of the Additional Borrower Sites of such Additional Borrower set forth in Section 11.7 shall have been fully performedsatisfied; and
(K) On or prior to the date of such election, the Parent Borrower may, by not less than five Business Days’ prior notice to the Administrative Agent (which shall promptly notify the relevant Lenders thereof), terminate organizational documents of such Subsidiary’s status as an “Additional Borrower”.
(c) In order to accommodate (i) the addition of a Subsidiary as an Additional Borrower or (ii) extensions shall contain provisions that limit the purposes of credit to an such Additional BorrowerBorrower in a manner that is consistent with the provisions governing the purposes of the Amendment Date Borrowers set forth in the organizational documents of the Amendment Date Borrowers on the Amendment Date, in each caseand, where one or more Revolving Lenders are legally able and willing to lend Revolving Loans to, and participate in Letters if such Additional Borrower is not a direct subsidiary of Credit issued for the account of, such Subsidiary, but other Revolving Lenders are not so able and willingGuarantor, the Administrative Agent organizational documents of each of the direct or indirect subsidiaries of the Guarantor owning a direct or indirect equity interest in such Additional Borrower shall be permitted, contain provisions that limit the purposes of such subsidiary in a manner that is consistent with the consent provisions governing the purposes of the Parent Borrower and Guarantor set forth in the Required Lenders, to effect such changes to organizational documents of the provisions of this Agreement as it reasonably believes are appropriate in order for such provisions to operate in a customary and usual manner for “multiple-currency” syndicated lending agreements to a corporation and certain of its foreign subsidiaries, all with Guarantor on the intention of providing provisions for the Revolving Lenders who are so able and willing to extend credit to such Subsidiaries and for the other Revolving Lenders not to be required to do so. Prior to effecting any such changes, the Administrative Agent shall give all Revolving Lenders at least five Business Days’ notice thereof and an opportunity to comment thereonAmendment Date.
Appears in 1 contract
Samples: Loan and Security Agreement (Sba Communications Corp)
Additional Borrowers. (a) The It is contemplated that the Parent hereafter may elect to add as Borrowers hereunder additional Wholly Owned Subsidiaries which are not Foreign Subsidiaries(collectively, the "Additional Borrowers"), and each of the Additional Borrowers may become a Borrower may at any time, with hereunder upon the prior consent of delivery to the Administrative Agent (such consent not to be unreasonably withheld or delayed), add as a party to this Agreement any Wholly Owned Subsidiary to be an Additional Borrower. Upon satisfaction of the conditions specified following documents in Section 5.3, such Subsidiary shall for all purposes be a party hereto as an Additional Borrower as fully as if it had form and substance satisfactory to the Administrative Agent and duly executed and delivered this Agreement, and the Borrowers shall be jointly and severally liable for the Obligations (limited to, with respect to any Borrower that is a Foreign Subsidiary, the Obligations of Foreign Loan Parties). The Administrative Agent shall notify the Revolving Lenders at least five Business Days prior to granting such consent and, if any Revolving Lender notifies the Administrative Agent within five Business Days that it is not permitted by applicable Requirements of Law or any of its organizational policies to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account of, the relevant Subsidiary, shall withhold such consent (which shall not be deemed to have been unreasonably withheld) or shall give such consent only upon effecting changes to the provisions of this Agreement as are contemplated by paragraph (c) of this Section 10.21 that will assure that such Revolving Lender is not required to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account of, such Subsidiary.
(b) So long as the principal of and interest on any Loans made to any Additional Borrower under this Agreement shall have been paid in full and all other obligations behalf of such Additional Borrower under this Agreement (other than contingent indemnification obligations) shall have been fully performed, and the Parent Borrower may, by not less than five Business Days’ prior notice to (as the Administrative Agent (which shall promptly notify the relevant Lenders thereof), terminate such Subsidiary’s status as an “Additional Borrower”.
(c) In order to accommodate case may be): (i) the addition of a Subsidiary as an Additional Borrower or Assumption Agreement in the form of Exhibit N attached hereto duly executed by such Additional Borrower, (ii) extensions a duly executed Syndicated Dollar Loan Note, and Money Market Loan Note in favor of credit to an each Bank from such Additional Borrower, in (iii) a duly executed reaffirmation and acknowledgment from the Parent and each caseother Guarantor with respect to such Additional Borrower, where one or more Revolving Lenders are legally able and willing to lend Revolving Loans toacknowledging that such additional Borrower shall be a "Principal" for all purposes under the Guaranty, and participate in Letters reaffirming its obligations under the Guaranty, (iv) an opinion of Credit issued for Counsel to the account ofParent addressed, such Subsidiary, but other Revolving Lenders are not so able and willing, the Administrative Agent shall be permitted, with the consent dated as of the Parent date of the aforesaid Loan Documents, and providing with respect to such Additional Borrower and the Required Lendersaforesaid Loan Documents, to effect such changes substantially the same opinions as are set forth in Exhibit B with respect to the provisions initial Borrowers and the initial Loan Documents, (v) a Closing Certificate from the Parent in the form of this Agreement Exhibit G dated as it reasonably believes are appropriate in order for of the date of such provisions to operate in a customary additional Loan Documents, and usual manner for “multiple-currency” syndicated lending agreements to a corporation and certain of its foreign subsidiaries, all (vi) any additional documents with the intention of providing provisions for the Revolving Lenders who are so able and willing to extend credit respect to such Subsidiaries Additional Borrowers and the aforesaid Loan Documents of the type described in Section 3.01(f) as may be requested by the Agent. Upon becoming a Borrower hereunder, an Additional Borrower may assume liability for some or all of the Loans then outstanding to some or all of the other Revolving Lenders not Borrowers if and to be required the extent so expressly provided in the Additional Borrower Assumption Agreement executed by such Additional Borrower, and the Guaranty executed by the Parent and the other Guarantors with respect to do so. Prior to effecting any such changes, Additional Borrower shall automatically cover (and the Administrative Agent Parent and each other Guarantor thereunder shall give all Revolving Lenders at least five Business Days’ notice thereof and an opportunity to comment thereonguaranty the repayment of) the Loans assumed by such Additional Borrower.
Appears in 1 contract
Additional Borrowers. If the owner of an Additional Mortgaged Property is a new Borrower, the owner of such Additional Mortgaged Property must demonstrate to the satisfaction of Lender that:
(a) The Parent such new Borrower may at any time, complies with the prior consent definition of “Additional Borrower;” and
(b) the Additional Borrower is a Single-Purpose entity, unless otherwise approved by Lender, and is directly or indirectly wholly owned by Guarantor. In addition, on the Closing Date of the Administrative Agent (Addition of an Additional Mortgaged Property, the owner of such consent not Additional Mortgaged Property, if such owner is an Additional Borrower, shall become a party to a contribution agreement in a manner satisfactory to Lender, shall deliver a Certificate of Borrower in form and substance satisfactory to Lender, and execute and deliver, along with the other Borrowers, Variable Facility Notes and/or Fixed Facility Notes. Any Additional Borrower of an Additional Mortgaged Property which becomes added to the Collateral Pool shall be unreasonably withheld or delayed), add a Borrower for purposes of this Agreement and shall execute and deliver Colonial/ Grandbridge — Master Credit Facility Agreement to Lender an amendment adding such Additional Borrower as a party to this Agreement any Wholly Owned Subsidiary and revising the Exhibits hereto, as applicable, to be an reflect the Additional Borrower. Upon satisfaction of the conditions specified in Section 5.3, such Subsidiary shall for all purposes be a party hereto as an Additional Borrower as fully as if it had executed Mortgaged Property and delivered this Agreement, and the Borrowers shall be jointly and severally liable for the Obligations (limited to, with respect to any Borrower that is a Foreign Subsidiary, the Obligations of Foreign Loan Parties). The Administrative Agent shall notify the Revolving Lenders at least five Business Days prior to granting such consent and, if any Revolving Lender notifies the Administrative Agent within five Business Days that it is not permitted by applicable Requirements of Law or any of its organizational policies to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account of, the relevant Subsidiary, shall withhold such consent (which shall not be deemed to have been unreasonably withheld) or shall give such consent only upon effecting changes to the provisions of this Agreement as are contemplated by paragraph (c) of this Section 10.21 that will assure that such Revolving Lender is not required to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account of, such Subsidiary.
(b) So long as the principal of and interest on any Loans made to any Additional Borrower under this Agreement shall have been paid in full and all other obligations of such Additional Borrower under this Agreement (other than contingent indemnification obligations) shall have been fully performed, the Parent Borrower may, by not less than five Business Days’ prior notice to the Administrative Agent (which shall promptly notify the relevant Lenders thereof), terminate such Subsidiary’s status as an “Additional Borrower”.
(c) In order to accommodate (i) the addition of a Subsidiary as an Additional Borrower or (ii) extensions of credit to an Additional Borrower, in each casecase satisfactory to Lender. Upon the release of a Mortgaged Property, where one or more Revolving Lenders are legally able and willing to lend Revolving Loans to, and participate in Letters of Credit issued for the account ofevent that the Borrower which owns such Release Mortgaged Property owns no other Mortgaged Property in the Collateral Pool, such Subsidiary, but Borrower shall automatically without further action be released from its obligations under this Agreement and the other Revolving Lenders are not so able Loan Documents except for (i) any liabilities or obligations of such Borrower which arose prior to the Closing Date of such release and willing, the Administrative Agent shall be permitted, with the consent (ii) any Obligations that survive release as specifically set forth in Section 18 (Environmental Hazards) of the Parent Borrower and the Required Lenders, to effect such changes to the provisions of this Agreement as it reasonably believes are appropriate in order for such provisions to operate in a customary and usual manner for “multiple-currency” syndicated lending agreements to a corporation and certain of its foreign subsidiaries, all with the intention of providing provisions for the Revolving Lenders who are so able and willing to extend credit to such Subsidiaries and for the other Revolving Lenders not to be required to do so. Prior to effecting any such changes, the Administrative Agent shall give all Revolving Lenders at least five Business Days’ notice thereof and an opportunity to comment thereonSecurity Instrument.
Appears in 1 contract
Samples: Master Credit Facility Agreement (Colonial Realty Limited Partnership)
Additional Borrowers. (a) The Parent Notwithstanding anything in Section 10.01 to the contrary, following the date of this Agreement, Holdings may request that one or more of the Restricted Subsidiaries be added as an additional Borrower may at any time, with the prior consent of by delivering to the Administrative Agent an Additional Borrower Joinder executed by such Subsidiary and Holdings; provided that
(i) except in connection with a replacement of an existing Borrower pursuant to clause (ii) below, such consent proposed Additional Borrower is incorporated in the same jurisdiction as an existing Borrower or in a Permitted Jurisdiction; or
(ii) if such Additional Borrower is to replace and assume the Obligations of an existing Borrower of any Class of Term Loans or Commitments, either (x) such proposed Additional Borrower is incorporated in the same jurisdiction as such existing Borrower or (y) all Lenders of such Class of Term Loans or Commitments shall have consented to such replacement;
(iii) such Additional Borrower shall have complied with the requirements set forth in clauses (b)(i) through (iii) below; provided that no Domestic Subsidiary that is a Borrower and not an Excluded Subsidiary may be replaced by an Excluded Subsidiary;
(iv) the representations and warranties set forth in Article V and in each other Loan Document (in each case, to the extent applicable to and required to be unreasonably withheld made by such Additional Borrower) shall be true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality”, “Material Adverse Effect” or delayed)similar language shall be true and correct in all respects as so qualified) on and as of the Designation Date (as defined below) with the same effect as though made on and as of such date, add except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date; and
(v) no Default shall occur as a party to this Agreement any Wholly Owned Subsidiary to be result of such Person becoming an Additional Borrower. Upon satisfaction of the conditions specified in Section 5.3, such .
(b) Such Subsidiary shall for all purposes of this Agreement be a party hereto Borrower hereunder no earlier than the latest of (such date, the “Designation Date”) (I) in the case of a Subsidiary added as an Additional Borrower (i) on or prior to the Closing Date, five (5) Business Days or (ii) thereafter, ten (10) Business Days (or, in each case, such shorter period as fully as if it had executed and delivered this Agreement, and the Borrowers shall be jointly and severally liable for the Obligations (limited to, with respect to any Borrower that is a Foreign Subsidiary, the Obligations of Foreign Loan Parties). The Administrative Agent shall notify may in its discretion agree) after delivery of such Additional Borrower Joinder and (II) receipt by the Revolving Lenders at least five Business Days prior to granting Administrative Agent of:
(i) such consent and, if documentation and other information reasonably requested by the Administrative Agent or any Revolving Lender notifies acting through the Administrative Agent for purposes of complying with all necessary “know your customer” or other similar checks under all applicable laws and regulations provided that there has been no written objection submitted by the Administrative Agent or any Lender acting through the Administrative Agent within five (5) Business Days of the date of receipt of such documentation and other information and
(ii) (A) in the case of an Additional Borrower that it is not permitted a Domestic Subsidiary: (1) a copy of the certificate or articles of incorporation (or equivalent thereof) of such Additional Borrower, including all amendments thereto, certified as of a recent date by applicable Requirements the Secretary of Law State (or any equivalent thereof) of the jurisdiction of its organizational policies to make Revolving Loans toorganization, or participate in Letters and certificates of Credit or Swingline Loans for the account of, the relevant Subsidiary, shall withhold such consent good standing (which shall not be deemed to have been unreasonably withheld) or shall give such consent only upon effecting changes to the provisions extent such concept exists) from such applicable Secretary of this Agreement as are contemplated by paragraph State (cor equivalent thereof), (2) a certificate of this Section 10.21 that will assure that such Revolving Lender is not required to make Revolving Loans tothe secretary, assistant secretary, manager or participate in Letters of Credit or Swingline Loans for the account of, such Subsidiary.
(b) So long as the principal of and interest on any Loans made to any Additional Borrower under this Agreement shall have been paid in full and all other obligations director of such Additional Borrower under this Agreement (other than contingent indemnification obligations) shall have been fully performed, dated on or about the Parent Borrower may, by not less than five Business Days’ prior notice to the Administrative Agent (date on which shall promptly notify the relevant Lenders thereof), terminate such Subsidiary’s status as an “Additional Borrower”.
(c) In order to accommodate (i) the addition of a Subsidiary as it becomes an Additional Borrower hereunder and certifying (A) that attached thereto is a true and complete copy of the Organization Documents of such Additional Borrower as in effect on the date of that certificate and at all times since a date prior to the date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors or similar governing body of such Additional Borrower authorizing the execution, delivery and performance of the Loan Documents to which such Person is a party and the borrowings to be made by it hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (iiC) extensions that the certificate or articles of credit incorporation or organization (or equivalent thereof) of such Additional Borrower have not been amended since the date of the last amendment thereto shown on the certificate of good standing furnished pursuant to clause (1) above, (to the extent such concept exists), make an Initial Term Loan to the Borrower on the Closing Date denominated in Dollars in a principal amount not exceeding its Initial Term Commitment. Amounts borrowed under this Section 2.01(a) and repaid or prepaid and (D) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Additional Borrower, in each case, where one or more Revolving Lenders are legally able ; and willing (3) a certificate of another officer as to lend Revolving Loans to, the incumbency and participate in Letters of Credit issued for the account of, such Subsidiary, but other Revolving Lenders are not so able and willing, the Administrative Agent shall be permitted, with the consent specimen signature of the Parent Borrower and secretary or assistant secretary executing the Required Lenders, certificate pursuant to effect such changes to the provisions of this Agreement as it reasonably believes are appropriate in order for such provisions to operate in a customary and usual manner for “multiple-currency” syndicated lending agreements to a corporation and certain of its foreign subsidiaries, all with the intention of providing provisions for the Revolving Lenders who are so able and willing to extend credit to such Subsidiaries and for the other Revolving Lenders not to be required to do so. Prior to effecting any such changes, the Administrative Agent shall give all Revolving Lenders at least five Business Days’ notice thereof and an opportunity to comment thereon.clause (2) above; and
Appears in 1 contract
Additional Borrowers. If the owner of an Additional Mortgaged Property is an Additional Borrower, the owner of such Additional Mortgaged Property must demonstrate to the satisfaction of Lender that:
(a) The Parent the Additional Borrower may at any timeis a Single-Purpose entity; and
(b) the Additional Borrower is directly or indirectly wholly-owned by Guarantor. In addition, on the Closing Date of the addition of an Additional Mortgaged Property, the owner of such Additional Mortgaged Property, if such owner is an Additional Borrower, shall become a party to the Contribution Agreement in a manner satisfactory to Lender, shall deliver a Certificate of Borrower Parties in form and substance satisfactory to Lender, and execute and deliver, along with the prior consent other Borrowers, Variable Facility Notes and/or Fixed Facility Notes. Any Additional Borrower of an Additional Mortgaged Property which becomes added to the Administrative Agent (Collateral Pool shall be a Borrower for purposes of this Agreement and shall execute and deliver to Lender an amendment adding such consent not to be unreasonably withheld or delayed), add Additional Borrower as a party to this Agreement any Wholly Owned Subsidiary and revising the Exhibits hereto, as applicable, to be an reflect the Additional Borrower. Upon satisfaction of the conditions specified in Section 5.3, such Subsidiary shall for all purposes be a party hereto as an Additional Borrower as fully as if it had executed Mortgaged Property and delivered this Agreement, and the Borrowers shall be jointly and severally liable for the Obligations (limited to, with respect to any Borrower that is a Foreign Subsidiary, the Obligations of Foreign Loan Parties). The Administrative Agent shall notify the Revolving Lenders at least five Business Days prior to granting such consent and, if any Revolving Lender notifies the Administrative Agent within five Business Days that it is not permitted by applicable Requirements of Law or any of its organizational policies to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account of, the relevant Subsidiary, shall withhold such consent (which shall not be deemed to have been unreasonably withheld) or shall give such consent only upon effecting changes to the provisions of this Agreement as are contemplated by paragraph (c) of this Section 10.21 that will assure that such Revolving Lender is not required to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account of, such Subsidiary.
(b) So long as the principal of and interest on any Loans made to any Additional Borrower under this Agreement shall have been paid in full and all other obligations of such Additional Borrower under this Agreement (other than contingent indemnification obligations) shall have been fully performed, the Parent Borrower may, by not less than five Business Days’ prior notice to the Administrative Agent (which shall promptly notify the relevant Lenders thereof), terminate such Subsidiary’s status as an “Additional Borrower”.
(c) In order to accommodate (i) the addition of a Subsidiary as an Additional Borrower or (ii) extensions of credit to an Additional Borrower, in each case, where one or more Revolving Lenders are legally able and willing case satisfactory to lend Revolving Loans to, and participate in Letters Lender. Upon the release of Credit issued for the account of, such Subsidiary, but other Revolving Lenders are not so able and willinga Mortgaged Property, the Administrative Agent Borrower that owns such Release Property shall automatically without further action be permitted, with the consent of the Parent Borrower released from its obligations under this Agreement and the Required Lenders, to effect other Borrower Documents except for any liabilities or obligations of such changes Borrower which arose prior to the provisions Closing Date of this Agreement as it reasonably believes are appropriate in order for such provisions to operate in a customary and usual manner for “multiple-currency” syndicated lending agreements to a corporation and certain of its foreign subsidiaries, all with the intention of providing provisions for the Revolving Lenders who are so able and willing to extend credit to such Subsidiaries and for the other Revolving Lenders not to be required to do so. Prior to effecting any such changes, the Administrative Agent shall give all Revolving Lenders at least five Business Days’ notice thereof and an opportunity to comment thereonrelease.
Appears in 1 contract
Samples: Master Credit Facility and Reimbursement Agreement (America First Apartment Investors Inc)
Additional Borrowers. (a) The Parent Borrower Obligors’ Agent may at request that any timewholly owned Subsidiary of either Company or, with to the prior consent extent permitted under Clause 30.2(b)(ii)(B), any of Target plc, Target Limited or other member of the Administrative Agent Target Group becomes an Additional Borrower. That Subsidiary shall become an Additional Borrower if:
(i) subject to paragraph (c) below, all the Lenders consent to the addition of that Subsidiary (such consent not to be unreasonably withheld or delayed), add ;
(ii) the Obligors’ Agent delivers to the Facility Agent a duly completed and executed Accession Letter;
(iii) the Obligors’ Agent confirms that no Default is continuing or would occur as a party to this Agreement any Wholly Owned result of that Subsidiary to be becoming an Additional Borrower. Upon satisfaction ; and
(iv) the Facility Agent has received all of the conditions specified documents and other evidence listed in Section 5.3Part 3 of Schedule 2 (Conditions Precedent) in relation to that Additional Borrower, such Subsidiary shall for all purposes be a party hereto as an Additional Borrower as fully as if it had executed each in form and delivered this Agreement, and the Borrowers shall be jointly and severally liable for the Obligations (limited to, with respect to any Borrower that is a Foreign Subsidiary, the Obligations of Foreign Loan Parties). The Administrative Agent shall notify the Revolving Lenders at least five Business Days prior to granting such consent and, if any Revolving Lender notifies the Administrative Agent within five Business Days that it is not permitted by applicable Requirements of Law or any of its organizational policies to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account of, the relevant Subsidiary, shall withhold such consent (which shall not be deemed to have been unreasonably withheld) or shall give such consent only upon effecting changes substance satisfactory to the provisions of this Agreement as are contemplated by paragraph (c) of this Section 10.21 that will assure that such Revolving Lender is not required to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account of, such SubsidiaryFacility Agent.
(b) So long as the principal of and interest on any Loans made to any Additional Borrower under this Agreement The Facility Agent shall have been paid in full and all other obligations of such Additional Borrower under this Agreement (other than contingent indemnification obligations) shall have been fully performed, the Parent Borrower may, by not less than five Business Days’ prior notice to the Administrative Agent (which shall promptly notify the relevant Obligors’ Agent and the Lenders thereofpromptly upon being satisfied that it has received (in form and substance satisfactory to it) all the documents and other evidence listed in Part 3 of Schedule 2 (Conditions Precedent), terminate such Subsidiary’s status as an “Additional Borrower”.
(c) In order Subject to accommodate fulfilment of the conditions in paragraph (ia) (ii), (iii) and (iv) above, no Lender consent will be required for the addition of a Subsidiary accession as an Additional Borrower of:
(i) a wholly owned Subsidiary of either Company incorporated in the United Kingdom or The Netherlands;
(ii) extensions of credit to an Additional Borrower which is a Permitted Refinancing Borrower; or
(iii) if, in each case, where one or more Revolving Lenders are legally able and willing on the date on which the relevant Accession Letter is delivered to lend Revolving Loans to, and participate in Letters of Credit issued for the account of, such Subsidiary, but other Revolving Lenders are not so able and willingFacility Agent, the Administrative Agent shall be permitted, with the consent Companies own (directly or indirectly) more than 75 per cent. of the Parent Borrower Target Shares in respect of each of the Targets:
(A) Target plc or Target Limited; or
(B) any other person named as an original borrower under any Alcan Related Debt which is to be repaid using Loans borrowed under this Agreement and which is:
I. a wholly owned Subsidiary of either or both Targets; and
II. incorporated in the Required LendersUnited Kingdom, to effect The Netherlands or Australia or is incorporated or formed under the laws of Canada or of a province or territory thereof, but, if such changes person is incorporated or formed under the laws of Canada or of a province or territory thereof, only to the provisions extent it has borrowed or issued amounts under that Alcan Related Debt.
(d) Other than as expressly contemplated in this Agreement, any member of the Group which becomes an Additional Borrower under this Agreement as it reasonably believes are appropriate in order for such provisions to operate in Clause may only be a customary and usual manner for “multiple-currency” syndicated lending agreements to a corporation and certain of its foreign subsidiaries, all with the intention of providing provisions for Borrower under the Revolving Lenders who are so able and willing to extend credit to such Subsidiaries and for the other Revolving Lenders not to be required to do so. Prior to effecting any such changes, the Administrative Agent shall give all Revolving Lenders at least five Business Days’ notice thereof and an opportunity to comment thereonFacility.
Appears in 1 contract
Additional Borrowers. (a) The Parent Borrower may at any time, Subject to compliance with the prior consent provisions of paragraphs (c) and (d) of Clause 25.8 ("Know your customer" checks), the Parent may request that any of its Subsidiaries becomes a Borrower under any Facility (other than Facility B1, Facility B2 or Facility B3). That Subsidiary shall become a Borrower if:
(i) it is incorporated (x) in an Approved Jurisdiction or (y) in a jurisdiction where a Borrower is already incorporated or otherwise all the Lenders participating in the relevant Facility (acting reasonably) approve such member of the Administrative Group becoming a Borrower under that Facility;
(ii) the Obligors’ Agent and that Subsidiary deliver to the Agent a duly completed and executed Accession Deed;
(such consent not iii) in accordance with the Agreed Security Principles, that Subsidiary is (or becomes) a Guarantor simultaneously with or prior to be unreasonably withheld becoming a Borrower;
(iv) the Obligors’ Agent confirms that no Default is continuing or delayed), add would occur as a party to this Agreement any Wholly Owned result of that Subsidiary to be becoming an Additional Borrower. Upon satisfaction ; and
(v) the Agent has received all of the conditions specified documents and other evidence listed in Section 5.3Part 3 of Schedule 2 (Documentary Conditions Precedent) in relation to that Additional Borrower, such Subsidiary shall for all purposes be a party hereto as an Additional Borrower as fully as if it had executed each in form and delivered this Agreement, and the Borrowers shall be jointly and severally liable for the Obligations (limited to, with respect to any Borrower that is a Foreign Subsidiary, the Obligations of Foreign Loan Parties). The Administrative Agent shall notify the Revolving Lenders at least five Business Days prior to granting such consent and, if any Revolving Lender notifies the Administrative Agent within five Business Days that it is not permitted by applicable Requirements of Law or any of its organizational policies to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account of, the relevant Subsidiary, shall withhold such consent (which shall not be deemed to have been unreasonably withheld) or shall give such consent only upon effecting changes substance satisfactory to the provisions of this Agreement as are contemplated by paragraph (c) of this Section 10.21 that will assure that such Revolving Lender is not required to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account of, such SubsidiaryAgent.
(b) So long as the principal of and interest on any Loans made to any Additional Borrower under this Agreement The Agent shall have been paid in full and all other obligations of such Additional Borrower under this Agreement (other than contingent indemnification obligations) shall have been fully performed, the Parent Borrower may, by not less than five Business Days’ prior notice to the Administrative Agent (which shall promptly notify the relevant Obligors’ Agent and the Lenders thereofpromptly upon being satisfied that it has received (in form and substance satisfactory to it) all the documents and other evidence listed in Part 3 of Schedule 2 (Documentary Conditions Precedent), terminate such Subsidiary’s status as an “Additional Borrower”.
(c) In order Other than to accommodate the extent that the Majority Lenders notify the Agent in writing to the contrary before the Agent gives the notification described in paragraph (ib) above, the Lenders authorise (but do not require) the addition of a Subsidiary as an Additional Borrower or (ii) extensions of credit Agent to an Additional Borrower, in each case, where one or more Revolving Lenders are legally able and willing to lend Revolving Loans to, and participate in Letters of Credit issued for the account of, such Subsidiary, but other Revolving Lenders are not so able and willing, the Administrative give that notification. The Agent shall not be permittedliable for any damages, with the consent costs or losses whatsoever as a result of the Parent Borrower and the Required Lenders, to effect such changes to the provisions of this Agreement as it reasonably believes are appropriate in order for such provisions to operate in a customary and usual manner for “multiple-currency” syndicated lending agreements to a corporation and certain of its foreign subsidiaries, all with the intention of providing provisions for the Revolving Lenders who are so able and willing to extend credit to such Subsidiaries and for the other Revolving Lenders not to be required to do so. Prior to effecting giving any such changes, the Administrative Agent shall give all Revolving Lenders at least five Business Days’ notice thereof and an opportunity to comment thereonnotification.
Appears in 1 contract
Samples: Senior Facilities Agreement (Fintrax US Acquisition Subsidiary, Inc.)
Additional Borrowers. (a) The Parent Borrower may at any time, with the prior consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed), add as a party to this Agreement any Wholly Owned Subsidiary to be an Additional Borrower. Upon satisfaction of the conditions specified in Section 5.3, such Subsidiary shall for all purposes be a party hereto as an Additional Borrower as fully as if it had executed and delivered this Agreement, and the Borrowers shall be jointly and severally liable for the Obligations (limited to, with respect to any Borrower that is a Foreign Subsidiary, the Obligations of Foreign Loan Parties). The Administrative Agent shall notify the Revolving Lenders at least five Business Days prior to granting such consent and, if any Revolving Lender notifies the Administrative Agent within five Business Days that it is not permitted by applicable Requirements of Law or any of its organizational policies to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account of, the relevant Subsidiary, shall withhold such consent (which shall not be deemed to have been unreasonably withheld) or shall give such consent only upon effecting changes to the provisions of this Agreement as are contemplated by paragraph (c) of this Section 10.21 that will assure that such Revolving Lender is not required to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account of, such Subsidiary.
(b) So long as the principal of and interest on any Loans made to any Additional Borrower under this Agreement shall have been paid in full and all other obligations of such Additional Borrower under this Agreement (other than contingent indemnification obligations) shall have been fully performed, the Parent Borrower may, by not less than five Business Days30 days’ prior notice to the Administrative Agent (or such shorter period of time to which shall promptly notify the relevant Lenders thereofAdministrative Agent may agree), terminate and subject to the written consent of the Revolving Lenders, which consent of each Revolving Lender shall not be unreasonably withheld (it being understood that a Revolving Lender shall be deemed to have acted reasonably in withholding its consent if (i) it is unlawful for such Subsidiary’s status as Revolving Lender to make Revolving Loans under this Agreement to the proposed additional Borrower, (ii) such Revolving Lender cannot or has not determined that it is lawful to do so, (iii) the making of a Revolving Loan to the proposed additional Borrower might reasonably be expected to subject such Lender to adverse tax consequences, (iv) such Lender is required or has determined that it is prudent to register or file in the jurisdiction of formation or organization of the proposed additional Borrower and it does not wish to do so or (v) such Lender is restricted by operational or administrative procedures or other applicable internal policies from extending credit under this Agreement to Persons in the jurisdiction in which the proposed additional Borrower is located), the Company may designate one or more Guarantors to be additional joint and several direct Borrowers hereunder by written request to the Administrative Agent accompanied by (a) an “Additional Borrower”.
executed Assumption Agreement and appropriate Notes (to the extent requested by any Lender) executed by the designated Guarantor, (b) a certificate of good standing of the designated Guarantor in the jurisdiction of its incorporation or organization, (c) In order to accommodate (i) a certified resolution of such Guarantor’s board of directors or other governing body authorizing the addition of a Subsidiary as an Additional Borrower or (ii) extensions of credit to an Additional Borrower, in each case, where one or more Revolving Lenders are legally able execution and willing to lend Revolving Loans to, and participate in Letters of Credit issued for the account of, such Subsidiary, but other Revolving Lenders are not so able and willing, the Administrative Agent shall be permitted, with the consent delivery of the Parent Borrower Assumption Agreement and the Required Lenderssuch Notes, to effect such changes (d) a written consent to the provisions of this Assumption Agreement as it reasonably believes are appropriate in order for such provisions to operate in a customary and usual manner for “multiple-currency” syndicated lending agreements to a corporation and certain of its foreign subsidiaries, all with the intention of providing provisions for the Revolving Lenders who are so able and willing to extend credit to such Subsidiaries and for the other Revolving Lenders not to be required to do so. Prior to effecting any such changes, the Administrative Agent shall give all Revolving Lenders at least five Business Days’ notice thereof and an opportunity to comment thereon.executed by each Guarantor,
Appears in 1 contract
Samples: Credit Agreement
Additional Borrowers. (a) The Parent On or after the Effective Date, the Borrower may designate any wholly-owned Subsidiary of IR Parent as an Additional Borrower by delivery to the Administrative Agent, at any timeleast ten Domestic Business Days prior to such designation, with of (i) an Additional Borrower Agreement executed by such Subsidiary, the prior consent Guarantors and the Borrower, substantially in the form of Exhibit H hereto (each, an “Additional Borrower Agreement”) and (ii) a favorable written opinion (addressed to the Administrative Agent and the Banks) of counsel of such Subsidiary or Subsidiaries (such consent not which opinion shall be reasonably satisfactory to be unreasonably withheld or delayedthe Administrative Agent), add as a party to this Agreement any Wholly Owned Subsidiary to be an Additional Borrower. Upon satisfaction delivery of the conditions specified in Section 5.3above-mentioned documents, such Subsidiary shall for all purposes of this Agreement be a party hereto as an Additional Borrower as fully as if it had executed and delivered a party to this Agreement, and the Borrowers shall be jointly and severally liable for the Obligations (limited to, with respect to . Promptly following receipt of any Additional Borrower that is a Foreign SubsidiaryAgreement, the Obligations of Foreign Loan Parties). The Administrative Agent shall notify the Revolving Lenders at least five Business Days prior send a copy thereof to granting such consent and, if any Revolving Lender notifies the Administrative Agent within five Business Days that it is not permitted by applicable Requirements of Law or any of its organizational policies to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account of, the relevant Subsidiary, shall withhold such consent (which shall not be deemed to have been unreasonably withheld) or shall give such consent only upon effecting changes to the provisions of this Agreement as are contemplated by paragraph (c) of this Section 10.21 that will assure that such Revolving Lender is not required to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account of, such Subsidiaryeach Bank.
(b) So long As soon as practicable after receiving notice from the principal Borrower or the Administrative Agent of the Borrower’s intent to designate a Subsidiary as an Additional Borrower, and interest on in any Loans made event at least five Domestic Business Days prior to any the delivery of an executed Additional Borrower under this Agreement shall have been paid in full and all other obligations of such Additional Borrower under this Agreement (other than contingent indemnification obligations) shall have been fully performed, the Parent Borrower may, by not less than five Business Days’ prior notice to the Administrative Agent pursuant to Section 2.16(a), for an Additional Borrower that is organized under the laws of a jurisdiction other than of the United States of America, or a political subdivision thereof, or of Bermuda, any Bank that may not legally lend to, establish credit for the account of and/or do any business whatsoever with such Additional Borrower directly or through an Affiliate of such Bank, as provided in Section 2.4(a) (which a “Protesting Bank”), shall promptly so notify the relevant Lenders thereof)Borrower and the Administrative Agent in writing. With respect to each Protesting Bank, terminate the Borrower shall, effective on or before the date that such Subsidiary’s status Additional Borrower shall have the right to borrow hereunder, either (i) notify the Administrative Agent and such Protesting Bank that the Commitments of such Protesting Bank shall be terminated; provided that such Protesting Bank shall have received payment of an amount equal to the outstanding principal of its Loans and/or unreimbursed Letters of Credit obligations, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, (ii) substitute such Protesting Bank in accordance with the provisions of Section 8.5 hereof or (iii) cancel the request to designate such Subsidiary as an “Additional Borrower”” hereunder.
(c) In order to accommodate (i) the addition of a Subsidiary as an Additional Borrower or (ii) extensions of credit to an Additional Borrower, in each case, where one or more Revolving Lenders are legally able and willing to lend Revolving Loans to, and participate in Letters of Credit issued for the account of, such Subsidiary, but other Revolving Lenders are not so able and willing, the Administrative Agent shall be permitted, with the consent of the Parent Borrower and the Required Lenders, to effect such changes to the provisions of this Agreement as it reasonably believes are appropriate in order for such provisions to operate in a customary and usual manner for “multiple-currency” syndicated lending agreements to a corporation and certain of its foreign subsidiaries, all with the intention of providing provisions for the Revolving Lenders who are so able and willing to extend credit to such Subsidiaries and for the other Revolving Lenders not to be required to do so. Prior to effecting any such changes, the Administrative Agent shall give all Revolving Lenders at least five Business Days’ notice thereof and an opportunity to comment thereon.
Appears in 1 contract
Additional Borrowers. (ai) The Parent Borrower may at any time, with the prior consent of the Administrative Agent (such consent not Subject to be unreasonably withheld or delayedSection 10.21(b)(ii), add as a party to this Agreement any Wholly Owned Subsidiary to be an Additional Borrower. Upon satisfaction of the conditions specified in Section 5.3, such Subsidiary shall for all purposes be a party hereto as an Additional Initial Borrower as fully as if it had executed and delivered this Agreement, and the Borrowers shall be jointly and severally liable for the Obligations (limited to, with respect to any Borrower that is a Foreign Subsidiary, the Obligations of Foreign Loan Parties). The Administrative Agent shall notify the Revolving Lenders at least five Business Days prior to granting such consent and, if any Revolving Lender notifies the Administrative Agent within five Business Days that it is not permitted by applicable Requirements of Law or any of its organizational policies to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account of, the relevant Subsidiary, shall withhold such consent (which shall not be deemed to have been unreasonably withheld) or shall give such consent only upon effecting changes to the provisions of this Agreement as are contemplated by paragraph (c) of this Section 10.21 that will assure that such Revolving Lender is not required to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account of, such Subsidiary.
(b) So long as the principal of and interest on any Loans made to any Additional Borrower under this Agreement shall have been paid in full and all other obligations of such Additional Borrower under this Agreement (other than contingent indemnification obligations) shall have been fully performed, the Permitted Affiliate Parent Borrower may, by upon not less than five Business Days’ prior written notice to the Administrative Agent (which Agent, request that any Permitted Affiliate Parent, any Affiliate Subsidiary or any Wholly Owned Subsidiary that is a member of the Restricted Group becomes an Additional Borrower under this Agreement; provided that no such prior written notice shall promptly notify the relevant Lenders thereof), terminate such Subsidiary’s status as be required in connection with an “Additional Borrower”.
(c) In order to accommodate (i) the addition accession of a Subsidiary any Person as an Additional Borrower or pursuant to the proviso of Section 10.21(b)(ii).
(ii) extensions Any such Person referred to in Section 10.21(b)(i) may become an Additional Borrower with respect to a Facility if:
(A) it is incorporated, registered or organized under the laws of credit an Approved Jurisdiction or the Required Lenders under such Facility have approved the addition of that Person as an Additional Borrower;
(B) such Person and the Initial Borrower deliver to the Administrative Agent a duly completed and executed joinder agreement in form and substance reasonably satisfactory to the Administrative Agent pursuant to which such Person agrees to become a party to this Agreement as an Additional Borrower;
(C) the Initial Borrower confirms that no Event of Default is continuing or would occur as a result of that Person becoming an Additional Borrower;
(D) the Administrative Agent (for and on behalf of the Lenders) shall have received, at least three Business Days prior to the date of accession of such Person as an Additional Borrower, in all documentation and other information about such Person required under applicable “know your customer” and anti-money laundering rules and regulations, including under the Beneficial Ownership Regulations (such information to include, for the avoidance of doubt, a Beneficial Ownership Certification for each case, where one or more Revolving Lenders are legally able entity that qualifies as a “legal entity customer” thereunder) and willing to lend Revolving Loans tothe USA Patriot Act, and participate in Letters of Credit issued for the account ofsatisfactory to each Finance Party (acting reasonably), such Subsidiary, but other Revolving Lenders are not so able and willing, that has been requested by the Administrative Agent (for itself or on behalf of any Lender) or any Lender (through the Administrative Agent and for itself) in writing at least ten days prior to the date of accession of such Person as an Additional Borrower;
(E) the Administrative Agent has received all of the documents and other evidence listed in Schedule 10.21 in relation to that Person, each in form and substance reasonably satisfactory to the Administrative Agent; and
(F) such Person shall be permittedhave entered into all documentation required for it (i) to accede to (A) this Agreement as an Additional Borrower and (B) to the extent required by any Intercreditor Agreement, such Intercreditor Agreement as a “debtor” (or other relevant capacity) and/or (ii) to have acknowledged any Intercreditor Agreement in the manner contemplated thereby; provided that, in connection with the designation of any Person as a Permitted Affiliate Parent or an Affiliate Subsidiary in connection with the Acquisition, such Person may become an Additional Borrower with respect to a Facility if:
(1) it is incorporated, registered or organized under the laws of an Approved Jurisdiction or the Required Lenders under such Facility have approved the addition of that Person as an Additional Borrower;
(2) such Person and the Initial Borrower deliver to the Administrative Agent a duly completed and executed joinder agreement pursuant to which such Person agrees to become a party to this Agreement as an Additional Borrower;
(3) the Administrative Agent has received: (i) certified Organization Documents of such Person, and certification of resolutions or other action and incumbency certificates of a Responsible Officer of such Person evidencing the identity, authority and capacity of each such Responsible Officer thereof to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Person will become a party; (ii) to the extent required under the Organization Documents of such Person or applicable Law, the consent of the Parent equity holder(s), Board of Directors or other appropriate corporate governing body of such Person to the execution and delivery, and performance by such Person, of the Loan Documents to which it is a party; and (iii) a legal opinion as to organization, authority, execution, delivery and enforceability of such Person and the applicable Loan Documents to which such Person is a party; and
(4) such Person shall have entered into all documentation required for it (i) to accede to (A) this Agreement as an Additional Borrower and (B) to the extent required by any Intercreditor Agreement, such Intercreditor Agreement as a “debtor” (or other relevant capacity) and/or (ii) to have acknowledged any Intercreditor Agreement in the manner contemplated thereby.
(iii) The Administrative Agent shall notify the Initial Borrower and the Required LendersLenders promptly upon being satisfied that the conditions specified in Section 10.21(b)(ii) above (and, to effect such changes to in the provisions case of this Agreement as it reasonably believes are appropriate in order for such provisions to operate in a customary and usual manner for “multiple-currency” syndicated lending agreements to a corporation and certain of its foreign subsidiariesany Permitted Affiliate Parent, all with the intention of providing provisions for the Revolving Lenders who are so able and willing to extend credit to such Subsidiaries and for the other Revolving Lenders not to be required to do so. Prior to effecting any such changes, the Administrative Agent shall give all Revolving Lenders at least five Business Days’ notice thereof and an opportunity to comment thereonSection 10.21(a)) have been satisfied.
Appears in 1 contract
Additional Borrowers. (a) The Parent Borrower may at any time, from time to time request that a Subsidiary be added to this Agreement and the other Loan Documents as an additional Borrower with the prior consent ability to request and receive Extensions of Credit from the Lenders (each, a “Subsidiary Borrower”). No more than five (5) requests shall be delivered during the term of this Agreement. Each such request shall be delivered in writing to the Administrative Agent (and the Lenders and shall specify the name of such consent not Subsidiary, such Subsidiary’s jurisdiction of organization, the Tranche under which such Subsidiary would be able to request and receive Extensions of Credit from the Lenders, and the Business Day on which the CHAR2\1566724v8 Borrower would like such joinder to be unreasonably withheld given effect. Such request shall be delivered at least thirty (30) days prior to the date on which the Borrower wishes to join such Subsidiary Borrower hereto. The Administrative Agent and the Lenders, subsequent to their receipt of such request, may ask the Borrower for additional information related to the proposed Subsidiary Borrower in their respective reasonable discretion. Taxes resulting from payments to any Lender by any such Subsidiary Borrower shall not be treated as Indemnified Taxes to the extent that Taxes resulting from such payment would have been Excluded Taxes if such payments had been made by the Borrower. In addition, no Lender shall be required to make Extensions of Credit to such Subsidiary Borrower if such Lender shall have given notice to the Administrative Agent and the Borrower within fifteen (15) Business Days after its receipt of the request to join such Subsidiary Borrower hereto that such Lender has determined in good faith that it would be subject, in making Extensions of Credit to such Subsidiary Borrower, to (i) regulatory or delayedlegal limitations or restrictions, (ii) material internal operations burdens or (iii) material financial disadvantage arising out of or attributable to the location or jurisdiction of organization of such Subsidiary Borrower or the nature of its activities. If all of the Lenders under the applicable Tranche inform the Administrative Agent and the Borrower that they are subject to such regulatory, legal or other burdens or limitations and restrictions or are otherwise disadvantaged as described above, then such Subsidiary Borrower shall not be joined hereto. If only a subset of the Lenders are unable to make Extensions of Credit to such Subsidiary Borrower as a result of the foregoing, then the Administrative Agent shall have the right to adjust (including, without limitation, further tranching hereof) the provisions of Article II and the other terms and conditions of this Agreement as it may reasonably determine to enable the Lenders that are able to make Extensions of Credit to such Subsidiary Borrower without becoming subject to any such regulatory or any legal restriction or limitation or such burden or financial disadvantage, and without causing the Borrower or any Subsidiary Borrower to incur any such disadvantages of its own (including any such disadvantage in the form of being required to indemnify Lenders for withholding payments including Taxes), add as to make Extensions of Credit available to such Subsidiary Borrower on a party to this Agreement any Wholly Owned Subsidiary non‑pro rata basis with Lenders that are not so able, with such adjustments to be an Additional made in a manner that, to the extent practicable, are reasonably equitable to all the Lenders. In order to join a Subsidiary Borrower hereto, the Borrower shall cause the delivery of the following to the Administrative Agent and the Lenders at least ten (10) Business Days prior to the date on which the Borrower has requested that such joinder be given effect: (i) a joinder agreement executed by the Borrower, the applicable Subsidiary Borrower and the Administrative Agent, in form and substance reasonably acceptable to each of them, pursuant to which such Subsidiary Borrower shall agree to be bound by the terms and conditions hereof and shall be entitled to request and receive Extensions of Credit hereunder; (ii) appropriate Notes made by such Subsidiary Borrower in favor of the applicable Lenders; (iii) organizational documents, resolutions, incumbency certificates and other similar corporate documents in respect of such Subsidiary Borrower, each in form and substance reasonably acceptable to the Administrative Agent, (iv) opinions of counsel for the Subsidiary Borrower in form and substance reasonably acceptable to the Administrative Agent; (v) documentation and other information reasonably requested by the Lenders or the Administrative Agent under applicable “know your customer” and anti‑money laundering rules and regulations, including the Patriot Act; (vi) no‑default certificates, borrowing requests and other similar deliverables as required for the Borrower under Sections 5.1 and 5.2; and (vii) such other agreements, documents and instruments reasonably requested by the Administrative Agent. Upon satisfaction of the conditions specified requirements set forth in this Section 5.32.9, such the applicable Subsidiary Borrower shall for all purposes of this Agreement be a party hereto as an Additional Borrower as fully as if it had executed and delivered to this Agreement. The Borrower and the Administrative Agent may enter into an amendment hereto, in form and substance reasonably acceptable to each of them, to give further effect to the addition of such Subsidiary Borrower hereto, and the Borrowers Lenders authorize the Administrative Agent to enter into such an amendment; provided, however, that such amendment shall be jointly technical and severally liable for ministerial in nature and shall be focused solely on appropriately inserting the Obligations (limited to, with respect to any Subsidiary Borrower that is a Foreign Subsidiary, into this Agreement and the other Loan Documents. The Borrower shall guarantee the Obligations of Foreign Loan Parties). The Administrative Agent shall notify the Revolving Lenders at least five Business Days prior each Subsidiary Borrower on terms and conditions reasonably acceptable to granting such consent and, if any Revolving Lender notifies the Administrative Agent within five Business Days Agent. Each Subsidiary that it is not permitted by applicable Requirements of Law or any of becomes a Subsidiary Borrower pursuant hereto hereby CHAR2\1566724v8 irrevocably appoints the Borrower as its organizational policies agent for all purposes relevant to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account of, the relevant Subsidiary, shall withhold such consent (which shall not be deemed to have been unreasonably withheld) or shall give such consent only upon effecting changes to the provisions of this Agreement as are contemplated by paragraph (c) and each related document, including service of this Section 10.21 that will assure that such Revolving process. For the avoidance of doubt, no Lender is not shall be required to make Revolving Loans to, or participate in Letters any Extensions of Credit or Swingline Loans for the account of, such Subsidiary.
(b) So long as the principal of and interest on any Loans made to any Additional Subsidiary Borrower under this Agreement shall have been paid if in full and all other obligations contravention of such Additional Borrower under this Agreement (other than contingent indemnification obligations) shall have been fully performed, the Parent Borrower may, by not less than five Business Days’ prior notice to the Administrative Agent (which shall promptly notify the relevant Lenders thereof), terminate such Subsidiary’s status as an “Additional Borrower”Applicable Laws.
(c) In order to accommodate (i) the addition of a Subsidiary as an Additional Borrower or (ii) extensions of credit to an Additional Borrower, in each case, where one or more Revolving Lenders are legally able and willing to lend Revolving Loans to, and participate in Letters of Credit issued for the account of, such Subsidiary, but other Revolving Lenders are not so able and willing, the Administrative Agent shall be permitted, with the consent of the Parent Borrower and the Required Lenders, to effect such changes to the provisions of this Agreement as it reasonably believes are appropriate in order for such provisions to operate in a customary and usual manner for “multiple-currency” syndicated lending agreements to a corporation and certain of its foreign subsidiaries, all with the intention of providing provisions for the Revolving Lenders who are so able and willing to extend credit to such Subsidiaries and for the other Revolving Lenders not to be required to do so. Prior to effecting any such changes, the Administrative Agent shall give all Revolving Lenders at least five Business Days’ notice thereof and an opportunity to comment thereon.
Appears in 1 contract
Samples: Credit Agreement (Blackbaud Inc)
Additional Borrowers. (a) The Parent Notwithstanding anything in Section 10.8 to the contrary, following the Closing Date, the Borrower may at any time, with request that one or more of its subsidiaries that is a wholly-owned Restricted Subsidiary be added as an additional borrower (the prior consent of “Additional Borrower”) under the Revolving Loans by delivering to the Administrative Agent (such consent not to be unreasonably withheld or delayed), add as a party to this Agreement any Wholly Owned Subsidiary to be an Additional Borrower Agreement executed by such subsidiary and the Borrower. Upon satisfaction of the conditions specified in Section 5.3, such Subsidiary Such subsidiary shall for all purposes of this Agreement be a party hereto borrower hereunder no earlier than the latest of (i) [REDACTED – Time Period] (or such shorter period as an the Administrative Agent may in its discretion agree) after delivery of such Additional Borrower as fully as if it had executed and delivered this Agreement, ; (ii) [REDACTED – Time Period] after receipt by the Lenders and the Borrowers shall be jointly and severally liable for the Obligations (limited to, with respect to any Borrower that is a Foreign Subsidiary, the Obligations of Foreign Loan Parties). The Administrative Agent shall notify of such documentation and other information reasonably requested by the Revolving Lenders at least five Business Days prior to granting such consent and, if or the Administrative Agent for purposes of complying with all necessary “know your customer” or other similar checks under all applicable laws and regulations provided that there has been no written objection submitted by any Revolving Lender notifies of the Lenders or the Administrative Agent within five Business Days that it [REDACTED – Time Period] of the date of receipt of such documentation and other information; and (iii) if the applicable Additional Borrower is not permitted by applicable Requirements of Law organized or any of its organizational policies to make Revolving Loans toincorporated in or under the laws of, or participate for applicable Tax purposes is resident of or treated as engaged in Letters a trade or business in, any jurisdiction other a jurisdiction in or under the laws of Credit which at least one then-existing Borrower is organized or Swingline Loans for incorporated as of the account ofdate the Additional Borrower Agreement is delivered to the Administrative Agent, the relevant Subsidiarydate of the effectiveness of an amendment of this Agreement, which amendment must be as mutually agreed by the Administrative Agent, the Borrower, such Additional Borrower and each Lender (including, without limitation, Section 2.17 and the definition of Excluded Taxes” and whether a carve out for any “day one” Taxes is appropriate); provided that (x) each Additional Borrower shall withhold also be a Guarantor, (y) neither the Administrative Agent nor any Lender shall be adversely affected by the addition of such consent Additional Borrower and (which z) the jurisdiction of organization and the organizational form of Additional Borrower shall not be deemed to have been unreasonably withheld) or shall give such consent only upon effecting changes acceptable to the provisions Administrative Agent and each Revolving Lender. Any obligations in respect of this Agreement as are contemplated borrowings by paragraph (c) of this Section 10.21 that will assure that such Revolving Lender is not required to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account of, such Subsidiary.
(b) So long as the principal of and interest on any Loans made to any Additional Borrower under this Agreement will constitute “Obligations” for all purposes of the Credit Documents. Promptly following receipt of any Additional Borrower Agreement the Administrative Agent shall send a copy thereof to each Lender.
(b) Each Additional Borrower hereby irrevocably appoints the Borrower as the borrowing agent and attorney-in-fact for the Additional Borrowers, which appointment shall remain in full force and effect unless and until the Administrative Agent shall have received prior written notice signed by all of the Additional Borrowers that such appointment has been paid revoked and that another Person has been appointed in full such capacity. Each Additional Borrower hereby irrevocably appoints and authorizes the Borrower (or its successor) (i) to provide to the Administrative Agent and the Lenders and receive from the Administrative Agent and the Lenders all notices with respect to Loans obtained for the benefit of any Additional Borrower and all other obligations of such Additional Borrower notices and instructions under this Agreement and (ii) to take such action as the Borrower deems appropriate on its behalf to obtain Loans and to exercise such other than contingent indemnification obligationspowers as are reasonably incidental thereto to carry out the purposes of this Agreement.
(c) shall have been fully performedThe Borrower may from time to time, the Parent Borrower may, by upon not less than five Business Days’ prior [REDACTED – Time Period] notice from the Borrower to the Administrative Agent (which shall or such shorter period as may be agreed by the Administrative Agent in its reasonable discretion), terminate an Additional Borrower’s status as such, provided that there are no outstanding Loans payable by such Additional Borrower, or other amounts payable by such Additional Borrower on account of any Loans made to it, as of the effective date of such termination. The Administrative Agent will promptly notify the relevant Lenders thereof), terminate of any such Subsidiary’s status as an “Additional Borrower”.
(c) In order to accommodate (i) the addition termination of a Subsidiary as an Additional Borrower or (ii) extensions of credit to an Additional Borrower, in each case, where one or more Revolving Lenders are legally able and willing to lend Revolving Loans to, and participate in Letters of Credit issued for the account of, such Subsidiary, but other Revolving Lenders are not so able and willing, the Administrative Agent shall be permitted, with the consent of the Parent Borrower and the Required Lenders, to effect such changes to the provisions of this Agreement as it reasonably believes are appropriate in order for such provisions to operate in a customary and usual manner for “multiple-currency” syndicated lending agreements to a corporation and certain of its foreign subsidiaries, all with the intention of providing provisions for the Revolving Lenders who are so able and willing to extend credit to such Subsidiaries and for the other Revolving Lenders not to be required to do so. Prior to effecting any such changes, the Administrative Agent shall give all Revolving Lenders at least five Business Days’ notice thereof and an opportunity to comment thereon.’s status
Appears in 1 contract
Samples: Credit and Guaranty Agreement (Concordia Healthcare Corp.)
Additional Borrowers. (a) The Parent Borrower may at any timeIf after the Closing Date, with the prior consent a Subsidiary of the Administrative Agent (such consent not Operating Partnership desires to be unreasonably withheld or delayed), add as become a party to this Agreement any Wholly Owned Subsidiary to be an Additional Borrower. Upon satisfaction of the conditions specified in Section 5.3Borrower hereunder, such Subsidiary shall for all purposes be a party hereto as an Additional Borrower as fully as if it had executed and delivered this Agreement, and the Borrowers shall be jointly and severally liable for the Obligations shall: (limited to, with respect to any Borrower that is a Foreign Subsidiary, the Obligations of Foreign Loan Parties). The Administrative Agent shall notify the Revolving Lenders i) provide at least five Business Days prior to granting such consent and, if any Revolving Lender notifies the Administrative Agent within five Business Days that it is not permitted by applicable Requirements of Law or any of its organizational policies to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account of, the relevant Subsidiary, shall withhold such consent (which shall not be deemed to have been unreasonably withheld) or shall give such consent only upon effecting changes to the provisions of this Agreement as are contemplated by paragraph (c) of this Section 10.21 that will assure that such Revolving Lender is not required to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account of, such Subsidiary.
(b) So long as the principal of and interest on any Loans made to any Additional Borrower under this Agreement shall have been paid in full and all other obligations of such Additional Borrower under this Agreement (other than contingent indemnification obligations) shall have been fully performed, the Parent Borrower may, by not less than five Business Days’ prior notice to the Administrative Agent, and such notice shall designate under what Tranche such Subsidiary proposes to borrow; (ii) duly execute and deliver to the Administrative Agent a Borrower Accession Agreement; (iii) satisfy all of the conditions with respect thereto set forth in this Section 5.01(p) in form and substance reasonably satisfactory to the Administrative Agent; (iv) satisfy the “know your customer” requirements of the Administrative Agent and each relevant Lender, (v) deliver a Beneficial Ownership Certification, if applicable, with respect to such Additional Borrower; and (vi) obtain the consent of each Lender, which shall promptly notify may be given or withheld in such Lender’s sole discretion, in the relevant Lenders thereof), terminate applicable Tranche under which such Additional Borrower proposes to become a Borrower that such Additional Borrower is acceptable as a Borrower under the Loan Documents. Each such Subsidiary’s status addition as an “Additional Borrower”.
a Borrower shall also be conditioned upon the Administrative Agent having received (cx) In order to accommodate a certificate signed by a duly authorized officer of such Subsidiary, dated the date of such Borrower Accession Agreement certifying that: (i1) the addition representations and warranties contained in each Loan Document are true and correct in all material respects (unless qualified as to materiality or Material Adverse Effect, in which case such representations and warranties shall be true and correct in all respects) on and as of a such date, before and after giving effect to such Subsidiary as becoming an Additional Borrower and as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects or all respects, as applicable, on and as of such earlier date) and (ii2) extensions no Default or Event of credit to Default has occurred and is continuing as of such date or would occur as a result of such Subsidiary becoming an Additional Borrower, (y) all of the documents set forth in each caseSections 3.01(a)(iii), where one or more Revolving Lenders are legally able (iv), (v), (vi), (vii) and willing (ix) with respect to lend Revolving Loans tosuch Subsidiary and (z) a corporate formalities legal opinion relating to such Subsidiary from counsel reasonably acceptable to the Administrative Agent, all in form and participate in Letters of Credit issued for substance reasonably satisfactory to the account ofAdministrative Agent. Upon such Subsidiary’s addition as an Additional Borrower, such SubsidiarySubsidiary shall be deemed to be a Borrower hereunder. The Administrative Agent shall promptly notify each applicable Lender upon each Additional Borrower’s addition as a Borrower hereunder and shall, but other Revolving Lenders are not so able upon request by any Lender, provide such Lender with a copy of the executed Borrower Accession Agreement. With respect to the accession of any Additional Borrower to a Tranche, such Additional Borrower shall be responsible for making a determination as to whether it is capable of making payments to each Lender under the applicable Tranche without the incurrence of withholding taxes, provided that each such Lender shall provide such properly completed and willing, executed documentation described in Section 2.11 or otherwise reasonably requested by such Additional Borrower as may be necessary for such Additional Borrower to determine the amount of any applicable withholding taxes and the Administrative Agent and such Lender shall be permitted, cooperate in all reasonable respects with the consent of the Parent Borrower Borrowers and the Required Lenders, to effect such changes to the provisions of this Agreement as it reasonably believes are appropriate their tax advisors in order connection with any analysis necessary for such provisions Additional Borrower to operate in a customary and usual manner for “multiple-currency” syndicated lending agreements to a corporation and certain of its foreign subsidiaries, all with the intention of providing provisions for the Revolving Lenders who are so able and willing to extend credit to make such Subsidiaries and for the other Revolving Lenders not to be required to do so. Prior to effecting any such changes, the Administrative Agent shall give all Revolving Lenders at least five Business Days’ notice thereof and an opportunity to comment thereondetermination.
Appears in 1 contract
Additional Borrowers. (a) The Parent Borrower may at any time, with the prior consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed), add as a party to this Agreement any Wholly Owned Subsidiary to be an Additional Borrower. Upon satisfaction of the conditions specified in Section 5.3, such Subsidiary shall for all purposes be a party hereto as an Additional Borrower as fully as if it had executed and delivered this Agreement, and the Borrowers shall be jointly and severally liable for the Obligations (limited to, with respect to any Borrower that is a Foreign Subsidiary, the Obligations of Foreign Loan Parties). The Administrative Agent shall notify the Revolving Lenders at least five Business Days prior to granting such consent and, if any Revolving Lender notifies the Administrative Agent within five Business Days that it is not permitted by applicable Requirements of Law or any of its organizational policies to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account of, the relevant Subsidiary, shall withhold such consent (which shall not be deemed to have been unreasonably withheld) or shall give such consent only upon effecting changes to the provisions of this Agreement as are contemplated by paragraph (c) of this Section 10.21 that will assure that such Revolving Lender is not required to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account of, such Subsidiary.. 148
(b) So long as the principal of and interest on any Loans made to any Additional Borrower under this Agreement shall have been paid in full and all other obligations of such Additional Borrower under this Agreement (other than contingent indemnification obligations) shall have been fully performed, the Parent Borrower may, by not less than five Business Days’ prior notice to the Administrative Agent (which shall promptly notify the relevant Lenders thereof), terminate such Subsidiary’s status as an a “Additional Borrower”.
(c) In order to accommodate (i) the addition of a Subsidiary as an Additional Borrower or (ii) extensions of credit to an Additional Borrower, in each case, where one or more Revolving Lenders are legally able and willing to lend Revolving Loans to, and participate in Letters of Credit issued for the account of, such Subsidiary, but other Revolving Lenders are not so able and willing, the Administrative Agent shall be permitted, with the consent of the Parent Borrower and the Required LendersBorrower, to effect such changes to the provisions of this Agreement as it reasonably believes are appropriate in order for such provisions to operate in a customary and usual manner for “multiple-currency” syndicated lending agreements to a corporation and certain of its foreign subsidiaries, all with the intention of providing provisions procedures for the Revolving Lenders who are so able and willing to extend credit to such Subsidiaries and for the other Revolving Lenders not to be required to do so. Prior to effecting any such changes, the Administrative Agent shall give all Revolving Lenders at least five Business Days’ notice thereof and an opportunity to comment thereon.
Appears in 1 contract
Additional Borrowers. Borrower Agent may designate any Subsidiary as a Borrower under this Agreement and the other Loan Documents upon satisfaction of each of the following conditions, provided that such Subsidiary owns Eligible Accounts, Eligible Inventory, Eligible Trucks or Eligible Machinery:
(a) The Parent Borrower may at any time, with Agent shall have delivered to the prior consent of the Administrative Agent (a written notice requesting that such consent not to Subsidiary be unreasonably withheld or delayed), add designated as a party to this Agreement any Wholly Owned Subsidiary to be an Additional new Borrower. Upon satisfaction of the conditions specified in Section 5.3, such Subsidiary shall for all purposes be a party hereto as an Additional Borrower as fully as if it had executed and delivered this Agreement, and the Borrowers shall be jointly and severally liable for the Obligations (limited to, with respect to any Borrower that is a Foreign Subsidiary, the Obligations of Foreign Loan Parties). The Administrative Agent shall notify the Revolving Lenders at least five Business Days prior to granting such consent and, if any Revolving Lender notifies the Administrative Agent within five Business Days that it is not permitted by applicable Requirements of Law or any of its organizational policies to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account of, the relevant Subsidiary, shall withhold such consent (which shall not be deemed to have been unreasonably withheld) or shall give such consent only upon effecting changes to the provisions of this Agreement as are contemplated by paragraph (c) of this Section 10.21 that will assure that such Revolving Lender is not required to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account of, such Subsidiary.
(b) So long as the principal of and interest on any Loans made The Agent shall have received a duly executed supplement to any Additional Borrower under this Agreement shall have been paid and any other applicable Loan Documents joining such Subsidiary as a Borrower hereunder (such supplement to be in full form and all other obligations of such Additional Borrower under this Agreement (other than contingent indemnification obligations) shall have been fully performed, the Parent Borrower may, by not less than five Business Days’ prior notice substance reasonably satisfactory to the Administrative Agent) and such other documents or agreements as Agent (which shall promptly notify the relevant Lenders thereof), terminate such Subsidiary’s status as an “Additional Borrower”may request in its Permitted Discretion.
(c) In order Such Subsidiary shall deliver to accommodate the Agent such documents and certificates referred to in Section 6.1(d) as may be reasonably requested by the Agent (i) it being agreed by US Concrete that, if the addition designation of a such Subsidiary as an Additional a Borrower obligates the Agent or (ii) extensions of credit any Lender to an Additional Borrowercomply with “know your customer” or similar identification procedures or the Beneficial Ownership Regulation in circumstances where the necessary information is not already available to it, in each caseUS Concrete shall, where one or more Revolving Lenders are legally able and willing to lend Revolving Loans to, and participate in Letters of Credit issued for promptly upon the account of, such Subsidiary, but other Revolving Lenders are not so able and willing, the Administrative Agent shall be permitted, with the consent request of the Parent Borrower Agent or any Lender, supply such documentation and other evidence as is reasonably requested by the Required Lenders, to effect such changes to the provisions of this Agreement as it reasonably believes are appropriate Agent or any Lender in order for the Agent or such provisions Lender to operate in a customary carry out, and usual manner for “multiple-currency” syndicated lending agreements to a corporation and certain of its foreign subsidiariesbe satisfied it has complied with the results of, all with necessary “know your customer”, Beneficial Ownership Regulation or other similar checks under all Applicable Law).
(d) If not previously granted to the intention of providing provisions for Agent under this Agreement, as so supplemented, and the Revolving Lenders who are so able and willing Security Documents, such Subsidiary shall grant a security interest in all Collateral owned by such Subsidiary by delivering to extend credit the Agent a duly executed supplement to each applicable Security Document or such Subsidiaries and for other documents as the other Revolving Lenders not to be required to do so. Prior to effecting any such changes, the Administrative Agent shall give all Revolving Lenders at least five Business Days’ notice thereof and an opportunity to comment thereonreasonably deem appropriate for such purpose.
Appears in 1 contract
Additional Borrowers. Holdings may from time to time request that one or more additional Subsidiaries be added as Revolving Credit Borrowers hereunder, which request shall be subject to the approval of the Applicable Administrative Agent and (i) if such additional Subsidiary is a Domestic Subsidiary, each of the Revolving Credit Lenders and (ii) if such additional Subsidiary is a Foreign Subsidiary, each of the Multicurrency Revolving Credit Lenders. If the Applicable Administrative Agent and all the Revolving Credit Lenders or all the Multicurrency Revolving Credit Lenders, as applicable, consent to the addition of such Subsidiary as a Revolving Credit Borrower under the U.S. Dollar Revolving Credit Facility and/or the Multicurrency Revolving Credit Facility (as applicable), such Subsidiary shall be required to execute and deliver to the Applicable Administrative Agent a Borrower Joinder Agreement and shall take all action in connection therewith (a) The Parent if such Revolving Credit Borrower may at is a U.S. Borrower or a Canadian Borrower, as would otherwise have been required to cause the Collateral and Guaranty Requirements and the requirements set forth in Section 6.11 to be satisfied as if such Subsidiary had been a Revolving Loan Party on the Closing Date and (b) if such Revolving Credit Borrower is any timeother Foreign Borrower, with as are deemed reasonably necessary by the prior consent of the Applicable Administrative Agent to provide that the Obligations of such additional Revolving Credit Borrower be, to the extent permitted by law, guaranteed and secured on terms no less favorable than those contained in the Collateral and Guaranty Requirements and shall deliver to the Applicable Administrative Agent such Organization Documents, resolutions, certificates, legal opinions, lien searches and other information (such consent not including information to be unreasonably withheld or delayed)allow the Applicable Administrative Agent and the Revolving Credit Lenders to comply with applicable “know your customer” and anti-money laundering rules and regulations, add including the Act) and documents as the Applicable Administrative Agent shall reasonably request. Any Subsidiary that becomes a party to this Agreement any Wholly Owned Subsidiary pursuant to this Section 1.09 shall thereupon be an Additional Borrower. Upon satisfaction of the conditions specified in Section 5.3, such Subsidiary shall deemed for all purposes to be a party hereto Revolving Credit Borrower under the U.S. Dollar Revolving Credit Facility and/or the Multicurrency Revolving Credit Facility, as an Additional applicable, hereunder. Notwithstanding anything in Section 11.01(a) to the contrary, each Borrower Joinder Agreement may, without the consent of any other Lenders (but subject to the approval by the Revolving Credit Lenders or the Multicurrency Revolving Credit Lenders, as fully as if it had executed and delivered applicable, to the addition of such Borrower), effect such amendments to this Agreement, Agreement and the Borrowers shall be jointly and severally liable for the Obligations (limited to, with respect to any Borrower that is a Foreign Subsidiary, the Obligations of Foreign other Loan Parties). The Administrative Agent shall notify the Revolving Lenders at least five Business Days prior to granting such consent and, if any Revolving Lender notifies the Administrative Agent within five Business Days that it is not permitted by applicable Requirements of Law or any of its organizational policies to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account of, the relevant Subsidiary, shall withhold such consent Documents (which shall not may take the form of amendments and restatements) as may be deemed necessary or appropriate, in the opinion of the Applicable Administrative Agent, to have been unreasonably withheld) or shall give such consent only upon effecting changes to effect the provisions of this Agreement as are contemplated by paragraph (c) Section 1.09, including, in the case of this Section 10.21 that will assure that such Revolving Lender is not required to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account of, such Subsidiary.
(b) So long as the principal of and interest on any Loans made to any Additional Borrower under this Agreement shall have been paid in full and all other obligations of such Additional Borrower under this Agreement (other than contingent indemnification obligations) shall have been fully performed, the Parent Borrower may, by not less than five Business Days’ prior notice to the Administrative Agent (which shall promptly notify the relevant Lenders thereof), terminate such Subsidiary’s status as an “Additional Borrower”.
(c) In order to accommodate (i) the addition of a Foreign Subsidiary (other than a Canadian Subsidiary), amendments limiting the amount available to be borrowed by such Foreign Subsidiary and any other Foreign Borrower organized in the same jurisdiction (it being understood that entities formed under the laws of different states, provinces or other localities of the same country as an Additional that of a Revolving Credit Borrower or (ii) extensions of credit to an Additional Borrower, in each case, where one or more Revolving Lenders are legally able and willing to lend Revolving Loans to, and participate in Letters of Credit issued for the account of, such Subsidiary, but other Revolving Lenders are not so able and willing, the Administrative Agent shall be permitted, with the consent considered to be of the Parent Borrower same jurisdiction as such Foreign Subsidiary) to a specified U.S. Dollar Equivalent of any Alternative Currency (other than Canadian Dollars). Domestic Subsidiaries of Holdings that become Borrowers pursuant to this Section 1.09 shall become Borrowers under the U.S. Dollar Revolving Credit Facility and the Required Lenders, Multicurrency Revolving Credit Facility. Foreign Subsidiaries of Holdings that become Borrowers pursuant to effect such changes to this Section 1.09 shall become Borrowers solely under the provisions of this Agreement as it reasonably believes are appropriate in order for such provisions to operate in a customary and usual manner for “multiple-currency” syndicated lending agreements to a corporation and certain of its foreign subsidiaries, all with the intention of providing provisions for the Multicurrency Revolving Lenders who are so able and willing to extend credit to such Subsidiaries and for the other Revolving Lenders not to be required to do so. Prior to effecting any such changes, the Administrative Agent shall give all Revolving Lenders at least five Business Days’ notice thereof and an opportunity to comment thereonCredit Facility.
Appears in 1 contract
Samples: Credit Agreement (Acco Brands Corp)
Additional Borrowers. (a) The Parent Borrower may at designate any timewholly-owned Restricted Subsidiary as a Borrower under any Revolving Commitments or any Incremental Facility (an “Additional Borrower”); provided that unless such Borrower is incorporated or formed in a jurisdiction in which any other current Borrower is incorporated or formed, with the prior consent jurisdiction of such Additional Borrower shall be reasonably acceptable to the Administrative Agent (such consent not to be unreasonably withheld or delayed), add as applicable Lenders. Such wholly-owned Restricted Subsidiary shall become an Additional Borrower and a party to this Agreement any Wholly Owned Subsidiary by delivering to be an Additional Borrower. Upon satisfaction of the conditions specified in Section 5.3, such Subsidiary shall for all purposes be a party hereto as Administrative Agent an Additional Borrower as fully as if it had executed and delivered this AgreementJoinder, and all references to the Borrowers “Borrowers” shall be jointly and severally liable for also include such Additional Borrower, as applicable, upon (a) the Obligations (limited to, with respect to any Borrower that is a Foreign Subsidiary, the Obligations of Foreign Loan Parties). The Administrative Agent shall notify the Revolving Lenders at least five Business Days prior to granting such consent and, if any Revolving Lender notifies receipt by the Administrative Agent within five Business Days of (x) documentation consistent in scope with the documentation delivered in respect of the Borrowers on the Closing Date and (y) a certificate from the Parent Borrower and such Additional Borrower certifying that it is not permitted by applicable Requirements as of Law or any the date of its organizational policies to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account ofsuch joinder, the relevant Subsidiary, shall withhold such consent (which shall not be deemed to have been unreasonably withheldconditions set forth in Section 4.02(a) or shall give such consent only upon effecting changes to the provisions of this Agreement as are contemplated by paragraph (c) of this Section 10.21 that will assure that such Revolving Lender is not required to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account of, such Subsidiary.
and (b) So long shall be met as if a Borrowing were to occur on such date and (b) the principal of and interest on any Loans made to any Additional Borrower under this Agreement shall have been paid in full and all other obligations of such Additional Borrower under this Agreement Lenders being provided with thirty (other than contingent indemnification obligations30) shall have been fully performed, the Parent Borrower may, by not less than five Business Days’ prior notice to the Administrative Agent (which shall promptly notify the relevant Lenders thereof), terminate or such Subsidiary’s status shorter period of time as an “Additional Borrower”.
(c) In order to accommodate (i) the addition of a Subsidiary as an Additional Borrower or (ii) extensions of credit to an Additional Borrower, in each case, where one or more Revolving Lenders are legally able and willing to lend Revolving Loans to, and participate in Letters of Credit issued for the account of, such Subsidiary, but other Revolving Lenders are not so able and willing, the Administrative Agent shall reasonably agree) of any Additional Borrower being proposed to be permittedadded pursuant to this Section 10.20. This Agreement may be amended as necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Parent Borrower to effect the provisions of or be consistent with this Section 10.20. Notwithstanding any other provision of this Agreement to the contrary (including Section 10.02), any such deemed amendment may be memorialized in writing by the Administrative Agent with the Parent Borrower’s consent, but without the consent of the Parent Borrower any other Lenders (other than with respect to such Lender’s approval of an Additional Borrower’s jurisdiction of incorporation or formation as set forth above), and the Required Lenders, to effect such changes furnished to the provisions of this Agreement as it reasonably believes are appropriate in order for such provisions to operate in a customary and usual manner for “multiple-currency” syndicated lending agreements to a corporation and certain of its foreign subsidiaries, all with the intention of providing provisions for the Revolving Lenders who are so able and willing to extend credit to such Subsidiaries and for the other Revolving Lenders not to be required to do so. Prior to effecting any such changes, the Administrative Agent shall give all Revolving Lenders at least five Business Days’ notice thereof and an opportunity to comment thereonparties hereto.
Appears in 1 contract
Samples: Credit Agreement (Coty Inc.)
Additional Borrowers. (a) The Parent Borrower may at any time, with From time to time (in the prior consent case of the Term B-3 Facility or the Term B-4 Facility, on or prior to the Restatement Effective Date and, in the case of the Revolving Facility, prior to, on or after the Restatement Effective Date), and with five Business Days’ notice to the Applicable Administrative Agent (or such consent not to be unreasonably withheld or delayedshorter period as the Administrative AgentAgents may agree), add the Company may designate any wholly-owned Restricted Subsidiary of the Company that is a Domestic Subsidiary (or, solely in the case of the Term B-4 Facility, a Domestic Subsidiary or a #95537764v15AMERICAS/2023466857.21 #96465179v1 Foreign Subsidiary) as a party to this Agreement any Wholly Owned Subsidiary to be an Additional “Co-Borrower. Upon satisfaction of the conditions specified in Section 5.3” (each such person, such Subsidiary shall for all purposes be a party hereto as an Additional Borrower as fully as if it had executed and delivered this Agreement, and the Borrowers shall be jointly and severally liable for the Obligations (limited to, “Co-Borrower”) with respect to any Class of Loans or Facility. Such designation shall be subject to the Applicable Administrative Agent’s consent and “know your customer” procedures and compliance with anti-money laundering rules and regulations reasonably satisfactory to the Applicable Administrative Agent and the applicable Lenders, and in the case of a Foreign Subsidiary shall be subject to structural and tax considerations, collateral and guarantee arrangements reasonably satisfactory to the Administrative Agent; provided, that any such Co-Borrowers do not result in (i) any incremental withholding tax to the Lenders or (ii) any loss of guarantee or Collateral by the Loan Parties. If any Lender has determined that it is not legally permitted to lend to or establish credit for the account of a Co-Borrower that is not organized in the United States, such Lender will not be obligated to extend credit to such Co-Borrower; provided that such Lender shall continue to have the obligation to provide the relevant commitments to the Company. Each Co-Borrower that is a Foreign Subsidiary, Domestic Subsidiary shall (i) be a joint and several co-borrower of the Company and (ii) either (x) become a Guarantor of all of the Obligations of Foreign Loan Parties). The by executing and delivering to the Administrative Agent a Joinder Agreement or such other documents as the Administrative Agent shall notify deem appropriate for such purpose and upon the Revolving Lenders at least five Business Days prior reasonable request of the Applicable Administrative Agent, deliver to granting such consent and, if any Revolving Lender notifies the Applicable Administrative Agent within five Business Days that it is not permitted by applicable Requirements a signed copy of Law or any a customary opinion of its organizational policies to make Revolving Loans tocounsel for such Co-Borrower, or participate in Letters of Credit or Swingline Loans for the account of, the relevant Subsidiary, shall withhold such consent (which shall not be deemed to have been unreasonably withheld) or shall give such consent only upon effecting changes addressed to the provisions Applicable Administrative Agent and the Lenders or (y) enter into waivers of this Agreement as are contemplated by paragraph (c) of this Section 10.21 that will assure that such Revolving Lender is not required defenses to make Revolving Loans to, or participate suretyship substantially consistent with those contained in Letters of Credit or Swingline Loans for the account of, such SubsidiaryGuaranty.
(b) So long Once a person has become a Co-Borrower in accordance with Section 1.13(a), it (i) shall be a “Borrower” in respect of the applicable Class and will have the right to request Revolving Loans, Letters of Credit or Term Loans, as the principal case may be, in accordance with Article II hereof until the applicable Maturity Date for such Class, as applicable, or on the date on which such Co-Borrower resigns as a Co-Borrower in accordance with Section 1.13(c) and (ii) shall be deemed a Borrower for all purposes of and interest on any Article II of this Agreement with respect to Loans made to any Additional Borrower under this Agreement shall have been paid in full and all other obligations of such Additional Borrower under this Agreement (other than contingent indemnification obligations) shall have been fully performedCo-Borrower, unless the Parent Borrower may, by not less than five Business Days’ prior notice to the Administrative Agent (which shall promptly notify the relevant Lenders thereof), terminate such Subsidiary’s status as an “Additional Borrower”context requires otherwise.
(c) Each Co-Borrower hereby designates the Company as its borrower representative (the “Borrower Representative”). The Borrower Representative will be acting as agent on each Co-Borrower’s behalf for the purposes of issuing notices of Borrowing and notices of conversion/continuation of any Loans pursuant to Article II or similar notices, giving instructions with respect to the disbursement of the proceeds of the Loans, selecting interest rate options, requesting Letters of Credit, giving and receiving all other notices and consents hereunder or under any of the other Loan Documents and taking all other actions (including in respect of compliance with covenants and certifications) on behalf of any Co-Borrower under the Loan Documents. The Borrower Representative xxxxxx accepts such appointment. Each Co-Borrower agrees that each notice, election, representation and warranty, covenant, agreement and undertaking made on its behalf by the Borrower Representative shall be deemed for all purposes to have been made by such Co-Borrower and shall be binding upon and enforceable against such Co-Borrower to the same extent as if the same had been made directly by such Co-Borrower.
(d) In order respect of a Loan or Loans to accommodate a particular Co-Borrower (“Designated Loans”), a Lender (a “Designating Lender”) may at any time and from time to time designate (by written notice to the Applicable Administrative Agent and the Borrower): (i) the addition of a Subsidiary as an Additional Borrower substitute lending office from which it will make Designated Loans (a “Substitute Facility Office”); or (ii) extensions nominate an #95537764v15AMERICAS/2023466857.21 #96465179v1 Affiliate to act as the Lender of credit Designated Loans (a “Substitute Affiliate Lender”). A notice to an Additional nominate a Substitute Affiliate Lender must be in the form set out in Exhibit 1.13(d) and be countersigned by the relevant Substitute Affiliate Lender confirming it will be bound as a Lender under this Agreement in respect of the Designated Loans in respect of which it acts as Lender. The Designating Lender will act as the representative of any Substitute Affiliate Lender it nominates for all administrative purposes under this Agreement. The Borrower, the Applicable Administrative Agent and the other Loan Parties will be entitled to deal only with the Designating Lender, except that payments will be made in each caserespect of Designated Loans to the lending office of the Substitute Affiliate Lender. In particular the Loans, where one Commitments and Total Revolving Outstandings of the Designating Lender will not be treated as reduced by the introduction of the Substitute Affiliate Lender for voting purposes under this Agreement or more the other Loan Documents and the Substitute Affiliate Lender will be treated as having no Loans, Commitments or Total Revolving Lenders Outstandings for voting purposes. Save as mentioned in the immediately preceding sentence, a Substitute Affiliate Lender will be treated as a Lender for all purposes under the Loan Documents and having a Loan, Commitment or Total Revolving Outstandings equal to the principal amount of all Designated Loans in which it is participating if and for so long as it continues to be a Substitute Affiliate Lender under this Agreement. A Designating Lender may revoke its designation of an Affiliate as a Substitute Affiliate Lender by notice in writing to the Applicable Administrative Agent and provided that such notice may only take effect when there are legally able no Designated Loans outstanding to the Substitute Affiliate Lender. Upon such Substitute Affiliate Lender ceasing to be a Substitute Affiliate Lender the Designating Lender will automatically assume (and willing be deemed to lend Revolving Loans to, assume without further action by any party) all rights and participate obligations previously vested in Letters of Credit issued the Substitute Affiliate Lender. If a Designating Lender designates a Substitute Facility Office or Substitute Affiliate Lender in accordance with this clause: (i) any Substitute Affiliate Lender shall be treated for the account of, such Subsidiary, but other Revolving Lenders are not so able purposes of Section 3.05 as having become a Lender on the Restatement Effective Date; and willing, the Administrative Agent shall be permitted, with the consent of the Parent Borrower and the Required Lenders, to effect such changes to (ii) the provisions of this Agreement as it reasonably believes are appropriate Section 11.06 shall not apply to or in order for such provisions to operate in a customary and usual manner for “multiple-currency” syndicated lending agreements to a corporation and certain respect of its foreign subsidiaries, all with the intention of providing provisions for the Revolving Lenders who are so able and willing to extend credit to such Subsidiaries and for the other Revolving Lenders not to be required to do so. Prior to effecting any such changes, the Administrative Agent shall give all Revolving Lenders at least five Business Days’ notice thereof and an opportunity to comment thereonSubstitute Facility Office or Substitute Affiliate Lender.
Appears in 1 contract
Samples: Revolving Facility Amendment to Credit Agreement (SS&C Technologies Holdings Inc)
