Additional Guarantor Subsidiaries. Contemporaneously with the execution of this Agreement, Borrower has caused each of Camden USA, Camden L.P., Camden Realty, and Camden Summit to execute and deliver to Administrative Agent for the benefit of Lenders a Guaranty Agreement. Borrower will promptly notify Administrative Agent of the formation of any material new Consolidated Subsidiary and all assets owned or to be owned by such Consolidated Subsidiary (and, in any event, will disclose with the quarterly financial information provided to Administrative Agent, all Consolidated Subsidiaries formed during the fiscal quarter then ending) and shall cause each such Consolidated Subsidiary, as soon as practically possible, to execute and deliver to Administrative Agent for the benefit of Lenders a Guaranty Agreement (substantially in the form of Exhibit E) and a Contribution Agreement in the form of Exhibit F (or supplement thereto). In the event that any Consolidated Subsidiary, whether newly formed or pre-existing, owns or becomes the owner of any Unencumbered Property in the Pool, whether or not such Consolidated Subsidiary is material, Borrower shall cause each such Consolidated Subsidiary, as soon as practically possible, to execute and deliver to Administrative Agent for the benefit of Lenders a Guaranty Agreement (substantially in the form of Exhibit E) and a Contribution Agreement in the form of Exhibit F (or supplement thereto). Contemporaneously with the delivery of any such Guaranty Agreement, Borrower shall cause to be delivered to Administrative Agent appropriate certifications, governmental and corporate certificates, resolutions, incumbency certificates, legal opinions and other documents, reasonably deemed necessary or appropriate by Administrative Agent relating to the formation, existence and good standing of such Consolidated Subsidiary, the corporate authority of such Consolidated Subsidiary for the execution and validity of such Guaranty Agreement, and otherwise to evidence the legal, binding, and enforceable effect of each such Guaranty Agreement. Borrower and all existing and future Guarantor Subsidiaries acknowledge and agree that the provisions of this Section 5.3 are a material inducement to the Lenders entering into this Agreement and making the Loan hereunder, and that this Agreement and the Advance hereunder constitutes good and valuable consideration for the execution and delivery of any and all Guaranty Agreements as contemplated herein.
Additional Guarantor Subsidiaries. (a) If Borrower desires that a Real Estate Asset owned by a Related Company which is not previously a Guarantor become an Unencumbered Asset, as a condition thereto the applicable Related Company (x) shall be a direct or indirect Subsidiary of Borrower or any Guarantor and (y) shall become a Guarantor by delivery to Agent of the following, all in form and substance reasonably satisfactory to Agent: (i) a supplement to this Agreement executed and delivered by such proposed Guarantor assenting to be bound by all the terms of the Loan Documents as a Guarantor, and (ii) good standing certificates, general partner certificates, secretary certificates, opinions of counsel and such other documents as may be reasonably requested by Agent. Agent shall promptly provide copies of said documents to the Lenders.
(b) Borrower may transfer title to any Unencumbered Asset owned by Borrower to a single purpose limited liability company wholly-owned by Borrower provided that such limited liability company (x) delivers to Agent the items described in clauses (i) and (ii) of the preceding clause (a), all in form and substance reasonably satisfactory to Agent and (y) becomes a Guarantor hereunder.
Additional Guarantor Subsidiaries. If any Subsidiary becomes a Guarantor Subsidiary at any time and has not executed and delivered a Guaranty, the Borrower shall cause such Guarantor Subsidiary to execute and deliver a Guaranty together with additional documentation pertaining to such Guaranty (including approval resolutions) reasonably requested by the Agent."
Additional Guarantor Subsidiaries. 50 5.12 Covenants Relating to Unencumbered Real Estate Assets.......................... 50 5.13 Liens on Unencumbered Real Estate Assets....................................... 51 5.14
Additional Guarantor Subsidiaries. Any Subsidiaries which (i) owns Unencumbered Real Estate Assets or other assets included in the determination of Unencumbered Real Estate Value, (ii) is a Management Entity or (iii) owns an Eligible Note Receivable, shall at all times be a Subsidiary Guarantor.
Additional Guarantor Subsidiaries. Section 5.13 is added, and shall read as follows:
Additional Guarantor Subsidiaries. If Borrower desires that a Real Estate Asset owned by a Related Company which is not previously a Guarantor Subsidiary become an Unencumbered Property, then provided that the applicable Related Company is at least 85% owned by Borrower, such Related Company may become a Guarantor Subsidiary upon delivery to the Agent the following, all in form and substance satisfactory to the Agent:
(a) a Guaranty in substantially the form of the Guaranty executed and delivered by the Guarantor Subsidiaries prior to the Closing Date, (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 Banks.
Additional Guarantor Subsidiaries. The Guarantor will cause (i) any direct or indirect Domestic Subsidiary (other than any Unrestricted Subsidiary or Acquisition Subsidiary) formed or otherwise purchased or acquired after the date hereof and (b) any Subsidiary (other than any Unrestricted Subsidiary or Acquisition Subsidiary) that is not a Domestic Subsidiary on the date hereof but subsequently becomes a Domestic Subsidiary (other than any Unrestricted Subsidiary or Acquisition Subsidiary), in each case to become a Subsidiary Guarantor and to execute and deliver to the Agent a Subsidiary Guaranty and a Subsidiary Residual Guaranty.
Additional Guarantor Subsidiaries. If Borrower desires that a Real Estate Asset owned by a Related Company which is not previously a Guarantor become an Unencumbered Asset, then provided that the applicable Related Company is a direct or indirect Subsidiary of Borrower or any Guarantor, such Related Company may become a Guarantor upon delivery to the Agent of the following, all in form and substance reasonably satisfactory to the Agent: (a) a supplement to this Agreement executed and delivered by the such proposed Guarantor assenting to be bound by all the terms of the Loan Documents as a Guarantor, and (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 promptly provide copies of said documents to the Lenders.
Additional Guarantor Subsidiaries. If Borrower desires that a Real Estate Asset owned by a Related Company which is not previously a Guarantor Subsidiary become an Unencumbered Property or an Unencumbered Development Property, then provided that the applicable Related Company is at least 85% owned by Borrower, such Related Company may become a Guarantor Subsidiary upon delivery to the Agent of the following, all in form and substance satisfactory to the Agent:
(a) a Guaranty in substantially the form of the Guaranty executed and delivered by the Guarantor Subsidiaries prior to the Effective Date, (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.
