Additional Co-Borrowers Clause Samples
Additional Co-Borrowers. With respect to any Restricted Subsidiary of Holdings that desires to become a Co-Borrower on or after the Effective Date (which may include Restricted Subsidiaries created or acquired after the Effective Date), Holdings shall cause such Restricted Subsidiary to (i) become a Guarantor or a CFC Guarantor, as applicable, and take such other actions as are required pursuant to Section 5.12(a) with respect to a Guarantor or a CFC Guarantor, as applicable, to the extent not previously taken and (ii) execute and deliver to the Administrative Agent a Joinder Agreement, pursuant to which such Restricted Subsidiary shall become a Co-Borrower hereunder. Upon execution and delivery of such Joinder Agreement and delivery of the documentation and information that the Administrative Agent and each Revolving Lender has reasonably determined that is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules, such Subsidiary Loan Party shall become a Co-Borrower hereunder and thereupon shall have all of the rights, benefits, duties, and obligations in such capacity under the Loan Documents. Any Subsidiary of Holdings that becomes a Co-Borrower on or after Effective Date (including Subsidiaries created or acquired after the Effective Date) under this Section 2.26 shall be subject to the limitations provided in the Collateral and Guarantee Requirement. Notwithstanding anything herein to the contrary, no Restricted Subsidiary that is organized under the laws of any jurisdiction other than the United States (including any State thereof and the District of Columbia), Luxembourg or Switzerland may become a Co-Borrower pursuant to this Section 2.26 without the prior written consent of each Revolving Lender.
Additional Co-Borrowers. With respect to any Restricted Subsidiary that desires to become a Co-Borrower on or after the Original Agreement Date (which may include Subsidiaries created or acquired after the Original Agreement Date and existing Subsidiaries that become Subsidiary Co-Borrowers on or after the Original Agreement Date), the Borrower shall cause the applicable Restricted Subsidiary to (i) become a Subsidiary Guarantor and take such other actions as are required pursuant to Section 5.11 with respect to such Subsidiary Guarantor to the extent not previously taken and (ii) execute and deliver to the Agent a Joinder Agreement in substantially the form set forth as Exhibit D hereto (the “Joinder Agreement”), pursuant to which such Subsidiary Guarantor shall become a Co-Borrower hereunder. Upon execution and delivery of such Joinder Agreement, such Subsidiary Guarantor shall automatically become a Co-Borrower hereunder and thereupon shall have all of the rights, benefits, duties, and obligations in such capacity under the Loan Documents.
Additional Co-Borrowers. If Borrower desires that a Real Estate Asset owned by a Related Company which is not previously a Co-Borrower become an Unencumbered Property or an Unencumbered Development Property, then provided that the applicable Related Company is formed under the laws of one of the United States and is at least 85% owned by Borrower, such Related Company may become a Co-Borrower upon delivery to the Agent of the following, all in form and substance satisfactory to the Agent: (a) a Joinder Agreement in substantially the form of Exhibit L hereto, (b) good standing certificates, general partner certificates, secretary certificates, opinions of counsel and such other documents as may be reasonably requested by the Agent. The Agent shall provide copies of said documents to the Lenders.
Additional Co-Borrowers. Upon the request of the Co-Borrowers and with the consent of IFC, any Subsidiary of MSF Holding, MSF, Estolur, HSF, or MSF Argentina may become a party to and Co-Borrower under this Agreement by executing and delivering an agreement with IFC and the Co-Borrowers in the form annexed hereto as Schedule 8 and, if such agreement so provides, such Co-Borrower shall be an Eligible Co-Borrower; provided, that no such Subisidary shall become a party to this Agreement, or a Co-Borrower or Eligible Co-Borrower hereunder, until such agreement in the form of Schedule 8 becomes effective in accordance with the terms thereof and such Subsidiary becomes a party to the FMO Investment Agreement on terms satisfactory to IFC.