Additional Guarantors. (i) Subject to Section 10.21(c)(ii), the Company or any Permitted Affiliate Parent may, upon not less than five Business Days prior written notice to the Administrative Agent, request that any Permitted Affiliate Parent, any Affiliate Subsidiary or any member of the Restricted Group becomes an Additional Guarantor under this Agreement. (ii) Any such Person referred to in Section 10.21(c)(i) may become an Additional Guarantor if: (A) such Person and the Company deliver to the Administrative Agent a xxxx completed and executed joinder agreement in form and substance reasonably satisfactory to the Administrative Agent; (B) the Company confirms that no Event of Default is continuing or would occur as a result of such Person becoming an Additional Guarantor; (C) 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 Guarantor, 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 Guarantor; (D) 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 (E) to the extent required by any Intercreditor Agreement, such Person shall have entered into all documentation required for it to accede to or acknowledge (as required) any applicable Intercreditor Agreement as a “debtor” (or other relevant capacity) or an Additional Guarantor (as defined thereunder). (iii) The Administrative Agent shall notify the Company and the Lenders promptly upon being satisfied that the conditions specified in Section 10.21(c)(ii) have been satisfied.
Appears in 4 contracts
Samples: Additional Facility Joinder Agreement (Liberty Latin America Ltd.), Amendment Agreement (Liberty Latin America Ltd.), Credit Agreement (Liberty Latin America Ltd.)
Additional Guarantors. (a) Notify the Administrative Agent (i) Subject at the time that any Person becomes a wholly owned Domestic Subsidiary that is a Material Subsidiary or a non-wholly owned Domestic Subsidiary that is a Material Subsidiary not subject to Section 10.21(c)(iiany restrictions to provide a Guaranty, or (ii) at the time a Domestic Subsidiary acquires or creates a Subsidiary that complies with clauses (a) or (b) of the definition of Material Subsidiary, and, in each case, promptly thereafter (and in any event within sixty days), the Company Borrower shall or any Permitted Affiliate Parent mayshall cause such Person to the extent such Person is a Domestic Subsidiary of the type identified in clause (a)(i) or (a)(ii) above, upon become a Guarantor (if it is not less than five Business Days prior written notice already a Guarantor) by executing and delivering to the Administrative Agent, request that any Permitted Affiliate Parent, any Affiliate Subsidiary or any member Agent a counterpart of the Restricted Group becomes an Additional Guarantor under this Agreement.
(ii) Any Guaranty or such Person referred to in Section 10.21(c)(i) may become an Additional Guarantor if:
(A) other document as the Administrative Agent shall deem appropriate for such Person purpose, and the Company deliver to the Administrative Agent a xxxx completed documents of the types referred to in clauses (iv) and executed joinder agreement (v) each of Section 4.01(a), favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in form this clause (a) above) and substance an updated Schedule 5.13, all in form, content and scope reasonably satisfactory to the Administrative Agent;.
(Bb) In addition, the Borrower will not at any time permit either (i) the Company confirms aggregate revenue generated by all Excluded Subsidiaries that no Event are wholly owned Domestic Subsidiaries to exceed an amount equal to ten percent (10%) of Default is continuing the consolidated aggregate revenues generated by the Borrower and its Subsidiaries for the Reference Period most recently ended or would occur as a result of such Person becoming an Additional Guarantor;
(Cii) the Administrative Agent (for and on behalf aggregate book value of the Lendersaggregate assets of all Excluded Subsidiaries that are wholly owned Domestic Subsidiaries to exceed ten percent (10%) shall have received, at least three Business Days prior to the date of accession of such Person as an Additional Guarantor, 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 Guarantor;
(D) the Administrative Agent has received all of the documents then current book value of all assets of the Borrower and other evidence listed in Schedule 10.21 in relation its Subsidiaries on a consolidated basis. The Borrower shall require certain Excluded Subsidiaries that are wholly owned Domestic Subsidiaries to such Person, each in form and substance reasonably satisfactory to the Administrative Agent; and
(E) become Guarantors hereunder to the extent required by any Intercreditor Agreement, necessary to comply at all times with the preceding sentence and such Person Domestic Subsidiary shall thereafter remain a Guarantor hereunder. An Excluded Subsidiary that shall have entered into become a Guarantor shall at all documentation required times thereafter cease to be treated as an Excluded Subsidiary for it to accede to or acknowledge (as required) any applicable Intercreditor Agreement as a “debtor” (or other relevant capacity) or an Additional Guarantor (as defined thereunder)purposes of the calculations set forth in the first sentence hereof.
(iii) The Administrative Agent shall notify the Company and the Lenders promptly upon being satisfied that the conditions specified in Section 10.21(c)(ii) have been satisfied.
Appears in 4 contracts
Samples: Term Loan Agreement (Panera Bread Co), Credit Agreement (Panera Bread Co), Term Loan Agreement (Panera Bread Co)
Additional Guarantors. (a) Prior to the inclusion of a Property as an Unencumbered Property hereunder the Borrower shall:
(i) Subject to Section 10.21(c)(ii), the Company or any Permitted Affiliate Parent may, upon not less than five Business Days prior written notice to notify the Administrative Agent, request Agent in writing of any Required Subsidiary Guarantor that any Permitted Affiliate Parent, any Affiliate is not at such time a Guarantor (each such Subsidiary or any member of the Restricted Group becomes an Additional Guarantor under this Agreement.being referred to hereinafter as a “Proposed Subsidiary Guarantor”);
(ii) Any such Person referred to in Section 10.21(c)(i) may become an Additional Guarantor if:
(A) such Person and the Company deliver to provide the Administrative Agent a xxxx completed and executed joinder agreement in form and substance reasonably satisfactory to with the Administrative Agent;U.S. taxpayer identification for each Proposed Subsidiary Guarantor; and
(Biii) the Company confirms that no Event of Default is continuing or would occur as a result of such Person becoming an Additional Guarantor;
(C) provide 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 Guarantor, each Lender with all documentation and other information about concerning each Proposed Subsidiary Guarantor that the Administrative Agent or such Person required Lender requests in order to comply with its obligations 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 PATRIOT Act, and satisfactory to each Finance Party ;
(acting reasonably), that has been iv) if requested by the Administrative Agent, deliver to the Administrative Agent the items referenced in Section 4.01(a)(iii), (for itself or on behalf iv) and (vi) with respect to each Proposed Subsidiary Guarantor;
(v) if requested by the Administrative Agent, deliver to the Administrative Agent a favorable opinion of any Lender) or any Lender (through counsel, which counsel shall be reasonably acceptable to the Administrative Agent, addressed to the Administrative Agent and for itself) in writing at least ten days prior each Lender, as to such matters concerning the date of accession of such Person Proposed Subsidiary Guarantor and the Loan Documents as an Additional Guarantor;
(D) the Administrative Agent has received all may reasonably request; and
(vi) cause each Proposed Subsidiary Guarantor to become a Guarantor under this Agreement by executing and delivering to the Administrative Agent a joinder agreement in substantially the form of Exhibit G or such other document as the documents and other evidence listed Administrative Agent shall deem appropriate for such purpose.
(b) Notwithstanding anything to the contrary contained in Schedule 10.21 this Agreement, in relation the event that the results of any such “know your customer” or similar investigation conducted by the Administrative Agent or any Lender with respect to such Person, each in form and substance any Proposed Subsidiary Guarantor are not reasonably satisfactory to the Administrative Agent; and
(E) to the extent required by any Intercreditor AgreementAgent and each Lender, such Person Subsidiary shall have entered into all documentation required not be permitted to become a Guarantor, and for it to accede to the avoidance of doubt no Property owned or acknowledge (ground leased, directly or indirectly, by such Proposed Subsidiary Guarantor shall be included as required) any applicable Intercreditor Agreement as a “debtor” (or other relevant capacity) or an Additional Guarantor (as defined thereunder).
(iii) The Unencumbered Property, in each case without the prior written consent of the Administrative Agent shall notify the Company and the Lenders promptly upon being satisfied that the conditions specified in Section 10.21(c)(ii) have been satisfiedRequired Lenders.
Appears in 4 contracts
Samples: Credit Agreement (Acadia Realty Trust), Credit Agreement (Acadia Realty Trust), Credit Agreement (Acadia Realty Trust)
Additional Guarantors. (a) If, as of the date of the most recently available financial statements delivered pursuant to Section 5.01(a) or (b), as the case may be, any Subsidiary shall have become a Material Domestic Subsidiary (or shall be otherwise designated as a Material Domestic Subsidiary by the Borrower hereunder or under the Term Loan Agreement) or any Person shall have become a Material Foreign Subsidiary (or shall be otherwise designated as a Material Foreign Subsidiary by the Borrower hereunder or under the Term Loan Agreement), then the Borrower shall:
(i) Subject to Section 10.21(c)(ii)In the case of any such Subsidiary that becomes (or is so designated as) a Material Domestic Subsidiary, the Company within 30 days (or any Permitted Affiliate Parent may, upon not less than five Business Days prior written notice to the Administrative Agent, request that any Permitted Affiliate Parent, any Affiliate Subsidiary or any member such longer period of the Restricted Group becomes an Additional Guarantor under this Agreement.
(ii) Any such Person referred to in Section 10.21(c)(i) may become an Additional Guarantor if:
(A) such Person and the Company deliver to time as the Administrative Agent may agree in its sole discretion) after delivery of such financial statements, (1) cause such Material Domestic Subsidiary to enter into a xxxx completed Guaranty, or, if a Guaranty has previously been entered into by a Material Domestic Subsidiary (and executed remains in effect), a joinder agreement to such Guaranty in form and substance reasonably satisfactory to the Administrative Agent;
, (B2) the Company confirms that no Event of Default is continuing or would occur as a result of such Person becoming an Additional Guarantor;
(C) deliver to the Administrative Agent (for Agent, each Issuing Bank 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 Guarantor, each Lender all documentation and other information about such Person required by bank regulatory authorities under applicable “know your know-your-customer” and anti-money laundering rules and regulations, including under the Beneficial Ownership Regulations USA PATRIOT Act and (3) (x) deliver to the Administrative Agent any certificates representing the Collateral consisting of Equity Interests issued by such information Material Domestic Subsidiary (to includethe extent such Equity Interests are certificated) and Equity Interests owned by such Material Domestic Subsidiary (to the extent such Equity Interests are certificated and other than Excluded Collateral), (y) deliver to the Administrative Agent such joinder agreements, amendments and supplements to the relevant Security Documents or such other documents as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of the Secured Parties, a Lien on the Collateral owned by such Material Domestic Subsidiary (other than Excluded Collateral) and (z) take all actions necessary to cause such Lien to be duly perfected to the extent required by the Security Documents in accordance with all applicable laws.
(ii) In the case of any Person that becomes (or is so designated as) a Material Foreign Subsidiary, within 90 days (or such longer period of time as the Administrative Agent may agree in its sole discretion) after delivery of such financial statements, (i) deliver to the Administrative Agent such amendments and supplements to the relevant Security Documents or such additional Security Documents (including a Non-U.S. Pledge Agreement) as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of Secured Parties, a Lien on the Collateral consisting of the Equity Interests issued by such Material Foreign Subsidiary (other than Excluded Collateral) and (ii) take all actions necessary to cause such Lien to be duly perfected to the extent required by the Security Documents in accordance with all applicable laws. For the avoidance of doubt, no Domestic Subsidiary shall be required to become a Beneficial Ownership Certification for each entity Guarantor merely due to its ownership of Equity Interests in any Domestic Subsidiary that qualifies as a “legal entity customer” thereunderowns real property.
(b) and the USA Patriot Act, and satisfactory to each Finance Party (acting reasonably), that has been If requested by the Administrative Agent (for itself or on behalf of any Lender) or any Lender (through Agent, the Administrative Agent and shall receive an opinion of counsel for itself) in writing at least ten days prior the Borrower (or local counsel to the date of accession of such Person as an Additional Guarantor;
(D) the Administrative Agent has received all of to the documents and other evidence listed extent customary in Schedule 10.21 in relation to such Person, each an Applicable Foreign Jurisdiction) in form and substance reasonably satisfactory to the Administrative Agent; andAgent in respect of matters reasonably requested by the Administrative Agent relating to any Guaranty or joinder agreement or the amendments and supplements to the Security Documents or additional Security Documents delivered pursuant to this Section, dated as of the date of such Guaranty or joinder agreement, amendments and supplements or additional Security Documents.
(c) Notwithstanding the foregoing, the Borrower and the Guarantors shall not be required, nor shall the Administrative Agent be authorized, (A) to take any additional steps to perfect the above described pledges and security interests by any means other than by (1) filings pursuant to the Uniform Commercial Code in the office of the secretary of state (or similar central filing office) of the relevant State(s) and filings with the USPTO and the USCO and (2) delivery to the Administrative Agent to be held in its possession of all Collateral consisting of stock certificates evidencing Equity Interests issued by the Guarantors (other than Holdings) and Material Foreign Subsidiaries, in each case as expressly required herein or by the Loan Documents, (B) to take any action with respect to any assets located outside of the United States other than, with respect to the pledge of the Equity Interests of any Material Foreign Subsidiary, the jurisdiction of organization of such Material Foreign Subsidiary (such jurisdiction, the “Applicable Foreign Jurisdiction”) (it being understood that there shall be no security agreements, pledge agreements or other Security Documents that will be governed under the laws of any non-U.S. jurisdiction other than, with respect to the pledge of the Equity Interests of any Material Foreign Subsidiary, the Applicable Foreign Jurisdiction), (C) to make or authorize any filings with respect to intellectual property other than filings with the USPTO and the USCO, (D) to enter into any control agreement with respect to any Collateral or (E) to require the extent required by amendment of any Intercreditor Agreement, such Person shall have entered into all documentation required for it to accede to or acknowledge (as required) any applicable Intercreditor Agreement as a “debtor” (limited liability company agreements or other relevant capacity) organizational documents for any Subsidiary of the Borrower, the certification of uncertificated securities or an Additional Guarantor (as defined thereunder)the delivery of any director resignation letters in respect of any Foreign Subsidiaries.
(iii) The Administrative Agent shall notify the Company and the Lenders promptly upon being satisfied that the conditions specified in Section 10.21(c)(ii) have been satisfied.
Appears in 4 contracts
Samples: Revolving Credit Agreement (Uber Technologies, Inc), Revolving Credit Agreement (Uber Technologies, Inc), Revolving Credit Agreement (Uber Technologies, Inc)
Additional Guarantors. (a) If, from time to time, any Person qualifies as a Subsidiary Guarantor, the Borrower shall (i) Subject if such Person is a Domestic Subsidiary of a Loan Party, cause such Person to promptly (and in any event within fifteen (15) days from the date any such Person meets the requirements for becoming a Guarantor as set forth in this Section 10.21(c)(ii), the Company or any Permitted Affiliate Parent may, upon not less than five Business Days prior written notice 6.12) become a Guarantor by executing and delivering to the Administrative Agent, request that any Permitted Affiliate Parent, any Affiliate Subsidiary or any member Agent a counterpart of the Restricted Group becomes an Additional Guarantor under this Agreement.
Guaranty or such other documents or materials as the Administrative Agent shall reasonably deem appropriate for such purpose, (ii) Any provide the Administrative Agent with notice thereof, and (iii) cause such Person referred to in Section 10.21(c)(i) may become an Additional Guarantor if:
(A) such Person and the Company deliver to the Administrative Agent a xxxx completed and executed joinder agreement in form and substance reasonably satisfactory to the Administrative Agent;
(B) the Company confirms that no Event of Default is continuing or would occur as a result of such Person becoming an Additional Guarantor;
(C) the Administrative Agent (for and on behalf documents of the Lenderstypes referred to in clauses (iii) shall have received, at least three Business Days prior to the date and (iv) of accession of such Person as an Additional GuarantorSection 4.01(a), all documentation in form, content 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 Guarantor;
(D) 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 scope reasonably satisfactory to the Administrative Agent; andprovided, that to the extent such Person holds (whether upon delivery of the items required above or at any time after the delivery of the items required above) assets with a fair market value in excess of $20,000,000, the Borrower shall (if requested by Administrative Agent) cause to be delivered to the Administrative Agent favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in this clause (a)).
(Eb) Notwithstanding any other provisions of this Agreement to the contrary (x) to the extent required by any Intercreditor Agreementa Guarantor anticipates that it will no longer meet the requirements of the definition of a Subsidiary Guarantor, the Borrower may request a release of such Person shall have entered into all documentation required for it to accede to or acknowledge (as required) any applicable Intercreditor Agreement Guarantor as a “debtor” (or other relevant capacity) or an Additional Guarantor (as defined thereunder).hereunder in accordance with the following:
(iiii) The the Borrower shall deliver to the Administrative Agent, not less than ten (10) days and not more than forty-five (45) days prior to the anticipated or intended release of a Subsidiary Guarantor hereunder, a written request for release of the applicable Subsidiary Guarantor; and
(ii) the Administrative Agent shall notify have reviewed and approved (in writing) the Company request for release delivered pursuant to subclause (i) above; provided, that the failure of the Administrative Agent to respond to such a request within ten (10) days of its receipt thereof shall constitute the Administrative Agent’s approval thereof. Notwithstanding any language to the contrary above, so long as a Responsible Officer of the Borrower (or Parent) has certified in a compliance certificate (and the Lenders promptly upon being satisfied Administrative Agent has no evidence or information which brings into reasonable doubt the veracity of such certifications) that the conditions Subsidiary Guarantor no longer meets the requirements of the definition of Subsidiary Guarantor, the request for release shall be approved and issued by the Administrative Agent within the 10-day time period specified in Section 10.21(c)(ii) have been satisfiedsubsection (b)(ii). Upon satisfaction of each of the above-noted conditions, a Guarantor shall be deemed released from its obligations hereunder and under each of the Loan Documents. Administrative Agent shall, upon written request therefore, provide a written confirmation of the release of the applicable Guarantor hereunder.
Appears in 4 contracts
Samples: Credit Agreement (Tanger Properties LTD Partnership /Nc/), Credit Agreement (Tanger Properties LTD Partnership /Nc/), Term Loan Agreement (Tanger Properties LTD Partnership /Nc/)
Additional Guarantors. (a) Initial Borrower will cause each of its First Tier Domestic Subsidiaries and each of its First Tier Foreign Subsidiaries, whether newly formed, after acquired or otherwise existing, to promptly (and in any event within thirty (30) days after such Subsidiary is formed or acquired (or such longer period of time as agreed to by the Administrative Agent in its reasonable discretion)) become a Guarantor hereunder by way of execution of a Joinder Agreement; provided that, First Tier Foreign Subsidiaries shall not be required to become a Guarantor if it would be unlawful or would cause any material adverse tax consequences to the Initial Borrower or such First Tier Foreign Subsidiary. The Initial Borrower may also at any time voluntarily cause any of its Wholly Owned Subsidiaries (other than First Tier Domestic Subsidiaries or First Tier Foreign Subsidiaries) to become a Guarantor hereunder by way of execution of a Joinder Agreement. In addition, Initial Borrower shall, and shall cause CSI to, enter into the Guaranty Agreement prior to or simultaneous with CSF becoming a Borrower hereunder and shall maintain, and shall cause CSI to maintain, the Guaranty Agreement in full force and effect and shall perform and observe all of the terms and provisions of the Guaranty Agreement to be performed or observed by it, and cause CSI to do the same, until such time as the Release Condition has been satisfied. Upon satisfaction of the Release Condition, the Guaranty Agreement shall be terminated and the Administrative Agent shall promptly (and in any event within five (5) Business Days after the written request of the Initial Borrower) execute such documents as may reasonably be requested by the Initial Borrower to evidence such termination.
(b) At the time that any Person becomes a Guarantor, such Guarantor shall provide the Agent with (i) Subject to Section 10.21(c)(ii), the Company or any Permitted Affiliate Parent may, upon not less than five Business Days prior written notice a joinder to the Administrative AgentSecurity Agreement, request that any Permitted Affiliate Parenttogether with such other security documents, any Affiliate Subsidiary or any member of the Restricted Group becomes an Additional Guarantor under this Agreement.
(ii) Any such Person referred to in Section 10.21(c)(i) may become an Additional Guarantor if:
(A) such Person and the Company deliver to the Administrative Agent a xxxx completed and executed joinder agreement as well as appropriate financing statements, all in form and substance reasonably satisfactory to the Administrative Agent;
, (Bincluding being sufficient to grant Agent a first priority Lien (subject to Permitted Liens which by operation of law or contract have priority over the Liens securing the Credit Party Obligations) in and to the Company confirms that no Event of Default is continuing or would occur as a result Collateral of such Person becoming an Additional Guarantor;
(C) Guarantor covered thereby in a manner consistent with the Administrative Agent (for and on behalf requirements of the LendersSecurity Agreement), (ii) shall have received, at least three Business Days prior a joinder to the date of accession Pledge Agreement and appropriate certificates and powers or financing statements, as applicable, hypothecating the Collateral of such Person as an Additional Guarantor covered by the Pledge Agreement and all of the direct or beneficial ownership interest in such new Guarantor, 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 Guarantor;
(D) 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
, (Eincluding being sufficient to grant Agent a first priority Lien (subject to Permitted Liens which by operation of law or contract have priority over the Liens securing the Credit Party Obligations) in and to the extent required Collateral of such Guarantor and such interest in such Guarantor covered thereby in a manner consistent with the requirements of the Pledge Agreement), and (iii) if requested by any Intercreditor Agreementthe Agent, such Person opinions of counsel reasonably satisfactory to Agent with respect to, among other things, the execution and delivery of the applicable documentation referred to in Section 5.9(a) above and this Section 5.9(b). Any document, agreement, or instrument executed or issued pursuant to this Section 5.9 shall have entered into all documentation required for it to accede to or acknowledge (as required) any applicable Intercreditor Agreement as be a “debtor” (or other relevant capacity) or an Additional Guarantor (as defined thereunder)Credit Document.
(iiic) The With respect to any Subsidiary of the Borrower that becomes a Guarantor on or after December 23, 2008, if requested by the Initial Borrower, the obligations of such Guarantor under the Guaranty may be terminated and the Administrative Agent shall notify execute such documents as may reasonably be requested by the Company Initial Borrower to evidence such termination; provided, however, that such termination shall include a release of all Collateral owned by such Guarantor and such termination and release shall be permitted only if (i) such release of Collateral would otherwise be permitted pursuant to clauses (i) or (ii) of Section 8.11(a); (ii) no Default or Event of Default shall have occurred and be continuing either immediately prior to or immediately after giving effect to such termination and release; (iii) the Lenders promptly upon being satisfied that Credit Parties are in pro forma compliance with Section 5.32, both before and after giving effect to such termination and release; and (iv) all costs and expenses of such release notified to any Credit Party are paid for by the conditions specified in Section 10.21(c)(ii) have been satisfiedCredit Parties.
Appears in 3 contracts
Samples: Credit Agreement (Capitalsource Inc), Credit Agreement (Capitalsource Inc), Credit Agreement (Capitalsource Inc)
Additional Guarantors. (a) [Reserved].
(b) Loan Guarantees existing on or granted after the Effective Date pursuant to Section 5.14 of the Credit Agreement shall be released as set forth in Section 12 of the Facility Guaranty. Loan Guarantees existing on or granted after the Effective Date pursuant to Section 5.14(i)(z) of the Credit Agreement may be released at the option of the Borrower, if at the date of such release, (i) Subject to Section 10.21(c)(ii)the Indebtedness which required such Loan Guarantee has been released or discharged in full, the Company or any Permitted Affiliate Parent may, upon not less than five Business Days prior written notice to the Administrative Agent, request that any Permitted Affiliate Parent, any Affiliate Subsidiary or any member of the Restricted Group becomes an Additional Guarantor under this Agreement.
(ii) Any such Person referred to in Section 10.21(c)(i) may become an Additional Guarantor if:
(A) such Person and the Company deliver to the Administrative Agent a xxxx completed and executed joinder agreement in form and substance reasonably satisfactory to the Administrative Agent;
(B) the Company confirms that no Event of Default is continuing or would occur arise as a result of such Person becoming an Additional Guarantor;
release, and (Ciii) there is no other Indebtedness of such Guarantor outstanding that was Incurred after the Effective Date and that could not have been Incurred in compliance with this Agreement as of the date Incurred if such Guarantor were not a Guarantor as at that date. Notwithstanding anything in this Agreement to the contrary, the Borrower may elect, in its sole discretion, to cause any Subsidiary that is not otherwise required to be a Guarantor to become a Guarantor and such Loan Guarantee may be released at any time in the Borrower’s sole discretion. The Administrative Agent and the Security Agent (for and on behalf of to the Lendersextent action is required by them) shall have received, at least three Business Days prior to the date of accession of such Person as an Additional Guarantor, each take 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 necessary actions requested by the Administrative Agent Borrower, including the granting of releases or waivers under the Intercreditor Agreement or any Additional Intercreditor Agreement, to effectuate any release of a Loan Guarantee in accordance with this Section 4.16(b), subject to customary protections and indemnifications.
(c) Notwithstanding the foregoing, the Borrower shall not be obligated to cause an Excluded Subsidiary to provide a Loan Guarantee (for itself or on behalf of so long as such entity is an Excluded Subsidiary), nor to cause any Lender) or any Lender (through the Administrative Agent and for itself) in writing at least ten days prior Restricted Subsidiary to the date of accession of such Person as an Additional Guarantor;
(D) 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
(E) provide a Loan Guarantee to the extent and for so long as the Incurrence of such Guarantee could reasonably be expected to give rise to or result in: (1) any violation of applicable law or regulation; (2) any liability for the officers, directors or (except in the case of a Restricted Subsidiary that is a partnership) shareholders of such Restricted Subsidiary (or, in the case of a Restricted Subsidiary that is a partnership, directors or shareholders of the partners of such partnership); (3) any cost, expense, liability or obligation (including with respect to any Taxes) other than reasonable out-of-pocket expenses and other than reasonable expenses incurred in connection with any governmental or regulatory filings required by as a result of, or any Intercreditor Agreementmeasures pursuant to this Section 4.16(c)(1) undertaken in connection with, such Guarantee, which in any case under any of clauses (1), (2) and (3) of Section 4.16(c) cannot be avoided through measures reasonably available to the Borrower or such Restricted Subsidiary; or (4) such Restricted Subsidiary is prohibited from Incurring such Guarantee by the terms of any Indebtedness of such Restricted Subsidiary existing on the Effective Date that is not prepayable without a prepayment premium (in each case, other than Indebtedness Incurred to provide all or any portion of the funds utilized to consummate the transaction or series of related transactions pursuant to which such Person shall have entered into all documentation required became a Restricted Subsidiary); provided that this Section 4.16(c)(4) applies only for it so long as such prepayment premium applies to accede such Indebtedness. Notwithstanding anything to the contrary, the Borrower will not permit CSC TKR, LLC and its Subsidiaries to Incur any Indebtedness not in the ordinary course of business or Guarantee any Indebtedness unless such Subsidiary is or becomes a Guarantor and Pledgor on the date on which the Guarantee is Incurred and, if applicable, executes and delivers (x) a Joinder Agreement pursuant to which such Restricted Subsidiary will provide a Loan Guarantee, which Guarantee will be senior to or acknowledge pari passu with such Subsidiary’s Guarantee of such other Indebtedness and (as requiredy) any applicable Intercreditor Agreement as a “debtor” (or other relevant capacity) or an Additional Guarantor (as defined thereunder)Pledge Supplement.
(iii) The Administrative Agent shall notify the Company and the Lenders promptly upon being satisfied that the conditions specified in Section 10.21(c)(ii) have been satisfied.
Appears in 3 contracts
Samples: Credit Agreement (Altice USA, Inc.), Credit Agreement (Altice USA, Inc.), Credit Agreement (Altice USA, Inc.)
Additional Guarantors. (a) In the event that any Person becomes a Material Domestic Subsidiary (other than any Excluded Subsidiary), Parent shall (i) Subject in the case of an Unrestricted Subsidiary becoming a Material Domestic Subsidiary, substantially concurrently with the redesignation or deemed redesignation thereof as a Restricted Subsidiary pursuant to Section 10.21(c)(ii), the Company 5.12 or any Permitted Affiliate Parent may, upon not less than five Business Days prior written notice to the Administrative Agent, request that any Permitted Affiliate Parent, any Affiliate Subsidiary or any member of the Restricted Group becomes an Additional Guarantor under this Agreement.
(ii) Any otherwise, 60 days thereafter (or such Person referred longer period of time as the Administrative Agent may agree in its reasonable discretion) cause such Material Domestic Subsidiary to in Section 10.21(c)(i) may become an Additional a Guarantor if:
(A) such Person hereunder by executing and the Company deliver delivering to the Administrative Agent a xxxx completed and executed joinder agreement Counterpart Agreement. If reasonably requested by the Administrative Agent, the Administrative Agent shall receive an opinion of counsel for Parent in form and substance reasonably satisfactory to the Administrative Agent;
(B) the Company confirms that no Event of Default is continuing or would occur as a result Agent in respect of such Person becoming an Additional Guarantor;
(C) 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 customary matters as an Additional Guarantor, 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 may be reasonably requested by the Administrative Agent relating to any Counterpart Agreement or joinder agreement delivered pursuant to this Section 5.10(a), dated as of the date of such agreement.
(for itself or on behalf b) With respect to each Material Domestic Subsidiary of any LenderParent referred to in clause (a) above, Parent shall promptly after delivering the financial statements pursuant to Sections 5.1(a) or any Lender (through b), as the case may be, send to the Administrative Agent written notice setting forth (i) the date on which such Person became a Material Domestic Subsidiary and for itself(ii) all of the data required to be set forth in writing at least ten days prior Schedule 3.12 to the date of accession of Disclosure Letter; and such Person as an Additional Guarantor;written notice shall be deemed to supplement Schedule 3.12 to the Disclosure Letter for all purposes hereof.
(Dc) Substantially simultaneously upon the consummation of a Holdco Transaction, Holdings shall become a Guarantor hereunder by executing and delivering to 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
(E) to the extent required by any Intercreditor a Counterpart Agreement, such Person shall have entered into all documentation required for it to accede to or acknowledge (as required) any applicable Intercreditor Agreement as a “debtor” (or other relevant capacity) or an Additional Guarantor (as defined thereunder).
(iii) The Administrative Agent shall notify the Company and the Lenders promptly upon being satisfied that the conditions specified in Section 10.21(c)(ii) have been satisfied.
Appears in 3 contracts
Samples: Revolving Credit and Guaranty Agreement (DoorDash, Inc.), Revolving Credit and Guaranty Agreement (DoorDash Inc), Revolving Credit and Guaranty Agreement (DoorDash Inc)
Additional Guarantors. (i) Subject to Section 10.21(c)(ii), the Company or any Permitted Affiliate Parent may, upon not less than five Business Days prior written notice to the Administrative Agent, request that any Permitted Affiliate Parent, any Affiliate Subsidiary or any member of the Restricted Group becomes an Additional Guarantor under this Agreement.
(ii) Any such Person referred to in Section 10.21(c)(i) may become an Additional Guarantor if:
(A) such Person and the Company deliver to the Administrative Agent a xxxx duly completed and executed joinder agreement in form and substance reasonably satisfactory to the Administrative Agent;
(B) the Company confirms that no Event of Default is continuing or would occur as a result of such Person becoming an Additional Guarantor;
(C) 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 Guarantor, 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 Guarantor;
(D) 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
(E) to the extent required by any Intercreditor Agreement, such Person shall have entered into all documentation required for it to accede to or acknowledge (as required) any applicable Intercreditor Agreement as a “debtor” (or other relevant capacity) or an Additional Guarantor (as defined thereunder).
(iii) The Administrative Agent shall notify the Company and the Lenders promptly upon being satisfied that the conditions specified in Section 10.21(c)(ii) have been satisfied.
Appears in 3 contracts
Samples: Additional Facility Joinder Agreement (Liberty Latin America Ltd.), Extension Amendment (Liberty Latin America Ltd.), Additional Facility Joinder Agreement (Liberty Latin America Ltd.)
Additional Guarantors. At any time after the date hereof, in the event that, during any fiscal quarter of Borrower, Borrower and the Subsidiary Guarantors do not own Unencumbered Assets which contribute at least eighty percent (i80%) Subject of the Adjusted Net Operating Income for all Unencumbered Assets of the Borrower and its Subsidiaries determined on a Consolidated basis in accordance with GAAP, then, at the time that Borrower is to Section 10.21(c)(iiprovide the Compliance Certificate with respect to such quarter to Administrative Agent, Borrower shall cause such Subsidiaries of Borrower, as designated by the Borrower and approved by Administrative Agent (such approval not to be unreasonably withheld), the Company or any Permitted Affiliate Parent may, upon not less than five Business Days prior written notice to execute and deliver a Guaranty to the Administrative Agent, request for the benefit of the Lenders, duly executed by such Subsidiaries (together with certificates and attachments of a nature similar to those described in Section 5.1(b) and (c) with respect to such Subsidiaries and an opinion of counsel of a nature similar to those in the form required pursuant to Section 5.6 (iii)) so that Borrower and the Subsidiary Guarantors will again own Unencumbered Assets which contribute at least 80% of the Adjusted Net Operating Income for all Unencumbered Assets of the Borrower and its Subsidiaries on a Consolidated basis. Additionally, in the event that any Permitted Affiliate Parent, any Affiliate Subsidiary or any member of the Restricted Group becomes an Additional Borrower, whether presently existing or hereafter formed or acquired, which is not a Subsidiary Guarantor at such time, shall after the date hereof become a guarantor under this Agreement.
(ii) Any such Person referred to in Section 10.21(c)(i) may become an Additional Guarantor if:
(A) such Person and the Company deliver to any existing or future unsecured Indebtedness of Borrower, then promptly after the Administrative Agent Agent’s request therefor, Borrower shall cause such Subsidiary to execute and deliver a xxxx completed and executed joinder agreement in form and substance reasonably satisfactory Guaranty to the Administrative Agent;
, for the benefit of the Lenders, duly executed by such Subsidiaries (Btogether with certificates and attachments of a nature similar to those described in Section 5.1(b) and (c) with respect to such Subsidiaries and an opinion of counsel of a nature similar to those in the Company confirms that no form required pursuant to Section 5.6 (iii)). Notwithstanding the foregoing, the foregoing Adjusted Net Operating Income for all Unencumbered Assets threshold of this Section shall not be applicable from and after the occurrence of, and during the continuance of, (i) an Event of Default is continuing Default, or would occur as (ii) a result reduction by S&P of its Senior Debt Rating below BBB- or a reduction by Xxxxx’x of its Senior Debt Rating below Baa3 (it being understood that at such Person becoming an Additional Guarantor;
(C) time, the Administrative Agent (for and on behalf can require any Subsidiary of the LendersBorrower (other than an Excluded Subsidiary) shall have received, at least three Business Days prior which has not executed a Guaranty to the date immediately comply with requirements of accession of such Person as an Additional Guarantor, 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 Guarantor;
(D) 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
(E) to the extent required by any Intercreditor Agreement, such Person shall have entered into all documentation required for it to accede to or acknowledge (as required) any applicable Intercreditor Agreement as a “debtor” (or other relevant capacity) or an Additional Guarantor (as defined thereunderthis Section).
(iii) The Administrative Agent shall notify the Company and the Lenders promptly upon being satisfied that the conditions specified in Section 10.21(c)(ii) have been satisfied.
Appears in 3 contracts
Samples: Term Loan Agreement (New Plan Excel Realty Trust Inc), Term Loan Agreement (New Plan Excel Realty Trust Inc), Revolving Credit Agreement (New Plan Excel Realty Trust Inc)
Additional Guarantors. In the event that the Borrower shall request that certain Real Estate of a Wholly Owned Subsidiary of Borrower, CVOP II or, from and after the Merger, CVOP I be included as a Pool Property as contemplated by §5.3 and such Real Estate is approved for inclusion as a Pool Property in accordance with the terms hereof, the Borrower shall, as a condition to such Real Estate being included as a Pool Property, cause each such Wholly Owned Subsidiary, and any other Subsidiary of Borrower, CVOP II or, from and after the Merger, CVOP I which owns an interest in such Wholly-Owned Subsidiary, to execute and deliver to Agent a Joinder Agreement, and such Subsidiary or Subsidiaries, as applicable, shall become a Guarantor hereunder. In addition, in the event any Subsidiary of the Borrower shall constitute a Material Subsidiary, the Borrower shall promptly notify Agent and within sixty (i60) Subject calendar days execute and deliver to Section 10.21(c)(iiAgent a Joinder Agreement, and such Subsidiary shall become a Subsidiary Guarantor hereunder. Without limiting the foregoing, in the event any Subsidiary of the Borrower shall constitute a Material Subsidiary within the meaning of clause (b) of the definition thereof, the Borrower shall cause such Subsidiary, as a condition to such Subsidiary becoming a guarantor or other obligor with respect to such other Unsecured Debt described therein (unless such Indebtedness was incurred prior to such Subsidiary becoming a Subsidiary Guarantor and not in contemplation of such Subsidiary becoming a Subsidiary Guarantor, in which case such Subsidiary shall execute and deliver to Agent a Joinder Agreement within five (5) Business Days of such Person’s becoming a Subsidiary of the Borrower), cause each such Subsidiary to execute and deliver to Agent a Joinder Agreement, and such Subsidiary shall thereby become a Subsidiary Guarantor hereunder. Each such Subsidiary Guarantor shall be specifically authorized, in accordance with its respective organizational documents, to be a Guarantor hereunder and to execute the Company or any Permitted Affiliate Parent mayContribution Agreement. The Borrower shall further cause all representations, upon not less than five Business Days prior written notice covenants and agreements in the Loan Documents with respect to Guarantors to be true and correct with respect to each such Subsidiary. In connection with the Administrative Agentdelivery of such Joinder Agreement, request that any Permitted Affiliate Parent, any Affiliate Subsidiary or any member of the Restricted Group becomes an Additional Guarantor under this Agreement.
(ii) Any such Person referred to in Section 10.21(c)(i) may become an Additional Guarantor if:
(A) such Person and the Company Borrower shall deliver to the Administrative Agent a xxxx completed and executed joinder agreement in form and substance reasonably satisfactory to the Administrative Agent;
(B) the Company confirms that no Event of Default is continuing or would occur as a result of such Person becoming an Additional Guarantor;
(C) the Administrative Agent (for and on behalf of the Lenders) shall have receivedorganizational agreements, at least three Business Days prior to the date of accession of such Person as an Additional Guarantorresolutions, all documentation consents, opinions 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 Guarantor;
(D) 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 instruments as the Agent may reasonably satisfactory to the Administrative Agent; and
(E) to the extent required by any Intercreditor Agreement, such Person shall have entered into all documentation required for it to accede to or acknowledge (as required) any applicable Intercreditor Agreement as a “debtor” (or other relevant capacity) or an Additional Guarantor (as defined thereunder)require.
(iii) The Administrative Agent shall notify the Company and the Lenders promptly upon being satisfied that the conditions specified in Section 10.21(c)(ii) have been satisfied.
Appears in 3 contracts
Samples: Credit Agreement (Carter Validus Mission Critical REIT II, Inc.), Term Loan Agreement (Carter Validus Mission Critical REIT II, Inc.), Credit Agreement (Carter Validus Mission Critical REIT II, Inc.)
Additional Guarantors. (a) If, as of the date of the most recently available financial statements delivered pursuant to Section 5.01(a) or (b), as the case may be, any Subsidiary shall have become a Material Domestic Subsidiary (or shall be otherwise designated as a Material Domestic Subsidiary by the Borrower hereunder or under the Revolving Credit Agreement) or any Person shall have become a Material Foreign Subsidiary (or shall be otherwise designated as a Material Foreign Subsidiary by the Borrower hereunder or under the Revolving Credit Agreement), then the Borrower shall:
(i) Subject to Section 10.21(c)(ii)In the case of any such Subsidiary that becomes (or is so designated as) a Material Domestic Subsidiary, the Company within 30 days (or any Permitted Affiliate Parent may, upon not less than five Business Days prior written notice to the Administrative Agent, request that any Permitted Affiliate Parent, any Affiliate Subsidiary or any member such longer period of the Restricted Group becomes an Additional Guarantor under this Agreement.
(ii) Any such Person referred to in Section 10.21(c)(i) may become an Additional Guarantor if:
(A) such Person and the Company deliver to time as the Administrative Agent may agree in its sole discretion) after delivery of such financial statements, (1) cause such Material Domestic Subsidiary to enter into a xxxx completed Guaranty, or, if a Guaranty has previously been entered into by a Material Domestic Subsidiary (and executed remains in effect), a joinder agreement to such Guaranty in form and substance reasonably satisfactory to the Administrative Agent;
, (B2) the Company confirms that no Event of Default is continuing or would occur as a result of such Person becoming an Additional Guarantor;
(C) deliver to 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 Guarantor, each Lender all documentation and other information about such Person required by bank regulatory authorities under applicable “know your know-your-customer” and anti-money laundering rules and regulations, including under the Beneficial Ownership Regulations USA PATRIOT Act, and (3) (x) deliver to the Administrative Agent any certificates representing the Collateral consisting of Equity Interests issued by such information Material Domestic Subsidiary (to includethe extent such Equity Interests are certificated) and Equity Interests owned by such Material Domestic Subsidiary (to the extent such Equity Interests are certificated and other than Excluded Collateral), (y) deliver to the Administrative Agent such joinder agreements, amendments and supplements to the relevant Security Documents or such other documents as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of the Secured Parties, a Lien on the Collateral owned by such Material Domestic Subsidiary (other than Excluded Collateral) and (z) take all actions necessary to cause such Lien to be duly perfected to the extent required by the Security Documents in accordance with all applicable laws.
(ii) In the case of any Person that becomes (or is so designated as) a Material Foreign Subsidiary, within 90 days (or such longer period of time as the Administrative Agent may agree in its sole discretion) after delivery of such financial statements, (i) deliver to the Administrative Agent such amendments and supplements to the relevant Security Documents or such additional Security Documents (including a Non-U.S. Pledge Agreement) as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of Secured Parties, a Lien on the Collateral consisting of the Equity Interests issued by such Material Foreign Subsidiary (other than Excluded Collateral) and (ii) take all actions necessary to cause such Lien to be duly perfected to the extent required by the Security Documents in accordance with all applicable laws. For the avoidance of doubt, no Domestic Subsidiary shall be required to become a Beneficial Ownership Certification for each entity Guarantor merely due to its ownership of Equity Interests in any Domestic Subsidiary that qualifies as a “legal entity customer” thereunderowns real property.
(b) and the USA Patriot Act, and satisfactory to each Finance Party (acting reasonably), that has been If requested by the Administrative Agent (for itself or on behalf of any Lender) or any Lender (through Agent, the Administrative Agent and shall receive an opinion of counsel for itself) in writing at least ten days prior the Borrower (or local counsel to the date of accession of such Person as an Additional Guarantor;
(D) the Administrative Agent has received all of to the documents and other evidence listed extent customary in Schedule 10.21 in relation to such Person, each an Applicable Foreign Jurisdiction) in form and substance reasonably satisfactory to the Administrative Agent; andAgent in respect of matters reasonably requested by the Administrative Agent relating to any Guaranty or joinder agreement or the amendments and supplements to the Security Documents or additional Security Documents delivered pursuant to this Section, dated as of the date of such Guaranty or joinder agreement, amendments and supplements or additional Security Documents.
(c) Notwithstanding the foregoing, the Borrower and the Guarantors shall not be required, nor shall the Administrative Agent be authorized, (A) to take any additional steps to perfect the above described pledges and security interests by any means other than by (1) filings pursuant to the Uniform Commercial Code in the office of the secretary of state (or similar central filing office) of the relevant State(s) and filings with the USPTO and the USCO and (2) delivery to the Administrative Agent to be held in its possession of all Collateral consisting of stock certificates evidencing Equity Interests issued by the Guarantors (other than Holdings) and Material Foreign Subsidiaries, in each case as expressly required herein or by the Loan Documents, (B) to take any action with respect to any assets located outside of the United States other than, with respect to the pledge of the Equity Interests of any Material Foreign Subsidiary, the jurisdiction of organization of such Material Foreign Subsidiary (such jurisdiction, the “Applicable Foreign Jurisdiction”) (it being understood that there shall be no security agreements, pledge agreements or other Security Documents that will be governed under the laws of any non-U.S. jurisdiction other than, with respect to the pledge of the Equity Interests of any Material Foreign Subsidiary, the Applicable Foreign Jurisdiction), (C) to make or authorize any filings with respect to intellectual property other than filings with the USPTO and USCO, (D) to enter into any control agreement with respect to any Collateral or (E) to require the extent required by amendment of any Intercreditor Agreement, such Person shall have entered into all documentation required for it to accede to or acknowledge (as required) any applicable Intercreditor Agreement as a “debtor” (limited liability company agreements or other relevant capacity) organizational documents for any Subsidiary of the Borrower, the certification of uncertificated securities or an Additional Guarantor (as defined thereunder)the delivery of any director resignation letters in respect of any Foreign Subsidiaries.
(iii) The Administrative Agent shall notify the Company and the Lenders promptly upon being satisfied that the conditions specified in Section 10.21(c)(ii) have been satisfied.
Appears in 3 contracts
Samples: Term Loan Agreement (Uber Technologies, Inc), Term Loan Agreement (Uber Technologies, Inc), Term Loan Agreement (Uber Technologies, Inc)
Additional Guarantors. With respect to (i) Subject any Person that is or becomes a Subsidiary (other than an Excluded Subsidiary) of ESR OP after the Closing Date (to the extent such Person is not at such time required to become a Borrower in accordance with Section 10.21(c)(ii6.12(c) below), the Company or any Permitted Affiliate Parent may, upon not less than five Business Days prior written notice to the Administrative Agent, request that any Permitted Affiliate Parent, any Affiliate Subsidiary or any member of the Restricted Group becomes an Additional Guarantor under this Agreement.
and/or (ii) Any any Subsidiary of ESR OP that ceases to be an Excluded Subsidiary after the Closing Date, on or prior to such time that such Person referred becomes a Subsidiary (other than an Excluded Subsidiary) or ceases to in Section 10.21(c)(ibe an Excluded Subsidiary, as applicable, (x) may become unless such Subsidiary is an Additional Guarantor if:
(A) Excluded Pledge Subsidiary at such Person and time or the Company Exemption Conditions exist at such time with respect to all Persons that own any of the Equity Interests of such Subsidiary, deliver to the Administrative Agent the certificates, if any, representing all of the Equity Interests of such Subsidiary owned by ESR OP and/or its Subsidiaries, together with undated stock powers or other appropriate instruments of transfer executed and delivered in blank by a xxxx completed duly authorized officer of the holder(s) of such Equity Interests and executed (y) unless the Exemption Conditions exist at such time with respect to such Subsidiary, (1) cause such Subsidiary to execute a joinder agreement to the Guaranty Agreement in form and substance reasonably satisfactory to the Administrative Agent;
, (B2) cause such Subsidiary to execute a joinder agreement to the Company confirms that no Event of Default is continuing or would occur as a result of such Person becoming an Additional Guarantor;
Pledge Agreement in form and substance reasonably satisfactory to the Administrative Agent, (C3) deliver to the Administrative Agent the items referenced in Section 4.01(a)(iii)(A)-(C), (v), (vi) and (vii) with respect to such Subsidiary, (4) if such Subsidiary is a Borrowing Base Subsidiary and solely to the extent requested by the Administrative Agent in its reasonable discretion, deliver to the Administrative Agent a favorable opinion of counsel (which counsel shall be reasonably acceptable to the Administrative Agent), addressed to the Administrative Agent and each Lender, as to such matters concerning Subsidiary and the Loan Documents to which Subsidiary is a party as the Administrative Agent may reasonably request¸ (5) provide the Administrative Agent with the U.S. taxpayer identification for and on behalf such Subsidiary (or the equivalent thereof, in the event such Subsidiary is not organized under the laws of the LendersUnited State, any State thereof or the District of Columbia), (6) shall have received, at least three Business Days prior deliver to the date Administrative Agent a Perfection Certificate Supplement, (7) take all other actions reasonably necessary or advisable in the opinion of accession of such Person as an Additional Guarantor, the Administrative Agent to cause the Lien created by the Pledge Agreement to be duly perfected in accordance with all applicable Laws and (8) provide the Administrative Agent with all documentation and other information about that the Administrative Agent or any Lender (through the Administrative Agent) reasonably requests in order to comply with the Administrative Agent’s or such Person required Lender’s obligations 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 the results of any such “know your customer” or similar investigation conducted 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 Guarantor;
(D) 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 shall be reasonably satisfactory to the Administrative Agent; and
(E) to the extent required by any Intercreditor Agreement, Agent or such Person shall have entered into all documentation required for it to accede to or acknowledge (as required) any applicable Intercreditor Agreement as a “debtor” (or other relevant capacity) or an Additional Guarantor (as defined thereunder)Lender.
(iii) The Administrative Agent shall notify the Company and the Lenders promptly upon being satisfied that the conditions specified in Section 10.21(c)(ii) have been satisfied.
Appears in 3 contracts
Samples: Credit Agreement (Empire State Realty Trust, Inc.), Credit Agreement (Empire State Realty OP, L.P.), Credit Agreement (Empire State Realty Trust, Inc.)
Additional Guarantors. Upon the formation or acquisition of any new direct or indirect Domestic Subsidiaries by any Guarantor other than (ix) Subject to Section 10.21(c)(ii)a Person who was acquired as a Domestic Subsidiary of any Guarantor solely in consideration of the issuance of equity securities, provided that neither the Company or nor any Permitted Affiliate Parent may, upon not less Guarantor is liable with respect to any of the Indebtedness of such Person greater than five Business Days prior written notice that is otherwise permitted to be incurred pursuant to the Administrative AgentNote, request that any Permitted Affiliate Parent, any Affiliate or (y) a Person which is subject to one or more contractual or legal restrictions existing prior to the time such Person becomes a Domestic Subsidiary or any member of the Restricted Group becomes an Additional Guarantor under this Agreement.
(ii) Any which prevents such Person referred to from becoming a Guarantor, which restriction(s) is not created in Section 10.21(c)(i) may become an Additional Guarantor if:
(A) contemplation of or in connection with such Person and the Company deliver becoming a Domestic Subsidiary of such Guarantor (provided that such Person shall to the Administrative Agent extent it is permitted to do so in light of such restriction(s) grant to the Purchasers a xxxx completed and executed joinder agreement subordinated guaranty or other similar support of the Obligations in form and substance a manner which is reasonably satisfactory to all parties), such Domestic Subsidiary shall, within 30 days (which may be extended by up to additional 10 days by the Administrative Agent;
Majority Holders) after such formation or acquisition, cause such Domestic Subsidiary to duly execute and deliver to each Purchaser a guaranty supplement, in the form attached hereto as Annex I. Upon the execution and delivery by such Domestic Subsidiary of a guaranty supplement, (Ba) the Company confirms that no Event of Default is continuing or would occur such Domestic Subsidiary shall be referred to as a result of such Person becoming an “Additional Guarantor;
(C) the Administrative Agent (for ” and on behalf of the Lenders) shall have receivedbecome and be a Guarantor hereunder, at least three Business Days prior and each reference in this Guaranty to the date of accession of a “Guarantor” shall also mean and be a reference to such Person as an Additional Guarantor, all documentation and each reference in any 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 Transaction Document to include, for the avoidance of doubt, a Beneficial Ownership Certification for each entity that qualifies as a “legal entity customerSubsidiary Guarantor” thereunder) shall also mean and the USA Patriot Actbe a reference to such Additional Guarantor, and satisfactory (b) each reference herein to “this Guaranty”, “hereunder”, “hereof” or words of like import referring to this Guaranty, and each Finance Party (acting reasonably), that has been requested by the Administrative Agent (for itself or on behalf of reference in any Lender) or any Lender (through the Administrative Agent and for itself) in writing at least ten days prior other Transaction Document to the date “Subsidiary Guaranty”, “thereunder”, “thereof” or words of accession of like import referring to this Guaranty, shall mean and be a reference to this Guaranty as supplemented by such Person as an Additional Guarantor;
(D) 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
(E) to the extent required by any Intercreditor Agreement, such Person shall have entered into all documentation required for it to accede to or acknowledge (as required) any applicable Intercreditor Agreement as a “debtor” (or other relevant capacity) or an Additional Guarantor (as defined thereunder)guaranty supplement.
(iii) The Administrative Agent shall notify the Company and the Lenders promptly upon being satisfied that the conditions specified in Section 10.21(c)(ii) have been satisfied.
Appears in 3 contracts
Samples: Securities Purchase Agreement (Access Integrated Technologies Inc), Securities Purchase Agreement (Access Integrated Technologies Inc), Subsidiary Guaranty (Access Integrated Technologies Inc)
Additional Guarantors. Within 30 days (ior such longer period of time permitted by the Administrative Agent in its sole discretion) Subject (the “Guarantee Ratio Cure Period”) after the earlier of (x) the deadline for delivering a Compliance Certificate pursuant to Section 10.21(c)(ii)6.6(b) with respect to any fiscal quarter that, if such Compliance Certificate is delivered by such deadline, shows or, if not delivered by such deadline for such fiscal quarter, could reasonably be expected to show, non-compliance with the Guarantee Coverage Ratio and (y) the first date in any fiscal quarter when a responsible officer of the Borrower or Holdings has knowledge that the Borrower will not be in compliance with the Guarantee Coverage Ratio for such particular fiscal quarter or any prior fiscal quarter for which the Compliance Certificate has not been delivered, the Company or any Permitted Affiliate Parent may, upon not less than five Business Days prior written notice to the Administrative Agent, request that any Permitted Affiliate Parent, any Affiliate Subsidiary or any member of the Restricted Group becomes an Additional Guarantor under this Agreement.
(ii) Any such Person referred to in Section 10.21(c)(i) may become an Additional Guarantor if:
Borrower shall (A) such Person cause one or more of its Subsidiaries or Local Content Entities to execute and the Company deliver to the Administrative Agent a xxxx completed Guaranty Supplement together with the other New Guarantor Documentation with respect to such Subsidiary or Subsidiaries or Local Content Entity(ies) entering into the Subsidiary Guaranty Agreement, as applicable, to become compliant with the Guarantee Coverage Ratio and executed joinder agreement in form and substance reasonably satisfactory to the Administrative Agent;
deliver an updated Compliance Certificate reflecting such additional Guarantors, (B) permanently reduce Commitments in order to become compliant with the Company confirms that no Event of Default is continuing or would occur as a result of such Person becoming an Additional Guarantor;
Guarantee Coverage Ratio, (C) the Administrative Agent (for and on behalf perform a combination of the Lendersactions set forth in the immediately preceding clauses (A) and (B), and/or (D) take such other action (including, without limitation, the reactivation of any cold stacked Rig directly wholly owned by a Loan Party) (and shall have received, at least three Business Days prior deliver an updated Compliance Certificate reflecting such action) as shall be sufficient to cause the date Borrower to be in compliance with the Guarantee Coverage Ratio as of accession the end of such Person as an Additional Guarantor, 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 Guarantee Ratio Cure Period. For the avoidance of doubt, a Beneficial Ownership Certification for each entity that qualifies as a “legal entity customer” thereunder) and notwithstanding anything to the USA Patriot Actcontrary contained herein, and satisfactory failure to each Finance Party (acting reasonably), that has been requested by comply with the Administrative Agent (for itself or on behalf Guarantee Coverage Ratio at the end of any Lender) fiscal quarter shall not constitute a Default or any Lender (through Event of Default so long as the Administrative Agent and for itself) Borrower shall have taken the actions specified in writing at least ten days the preceding sentence prior to the date of accession of such Person as an Additional Guarantor;
(D) the Administrative Agent has received all expiration 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
(E) to the extent required by any Intercreditor Agreement, such Person shall have entered into all documentation required for it to accede to or acknowledge (as required) any applicable Intercreditor Agreement as a “debtor” (or other relevant capacity) or an Additional Guarantor (as defined thereunder)Collateral Coverage Ratio Cure Period.
(iii) The Administrative Agent shall notify the Company and the Lenders promptly upon being satisfied that the conditions specified in Section 10.21(c)(ii) have been satisfied.
Appears in 3 contracts
Samples: Credit Agreement (Transocean Ltd.), Credit Agreement (Transocean Ltd.), Credit Agreement (Transocean Ltd.)
Additional Guarantors. In the event that any Person becomes a Domestic Subsidiary of the Borrower or any other Loan Party (other than the Scilex Subsidiary), the Borrower or such Loan Party shall within thirty (30) days after such Person becomes such a Domestic Subsidiary (or such later date as agreed to by the Agent):
(i) Subject cause such Subsidiary to Section 10.21(c)(ii), the Company or any Permitted Affiliate Parent may, upon not less than five Business Days prior written notice to the Administrative Agent, request that any Permitted Affiliate Parent, any Affiliate Subsidiary or any member of the Restricted Group becomes an Additional Guarantor under this Agreement.
(ii) Any such Person referred to in Section 10.21(c)(i) may become an Additional Guarantor if:
(A) such Person by executing and the Company deliver delivering to the Administrative Agent a xxxx completed and executed joinder agreement Joinder Agreement and, where applicable, all Collateral Documents necessary to grant a first priority Lien in favor of the Agent in all assets owned or held by such Subsidiary of the type constituting Collateral, in each case in form and substance reasonably satisfactory to the Administrative Agent;
, (Bii) cause itself or any of its other Subsidiaries that holds the Company confirms that no Event of Default is continuing or would occur as a result Equity Interests of such Person becoming an Additional Guarantor;
(C) Subsidiary to take any additional actions required by the Administrative Agent (for and on behalf Collateral Documents or hereunder necessary to grant a perfected first-priority Lien in such Equity Interests in favor of the Lenders) shall have receivedAgent, at least three Business Days prior including by, where applicable, delivering to the date Agent originals of accession the certificates representing such Equity Interests, together with an original of an undated transfer power for each such Person as certificates executed in blank by an Additional GuarantorAuthorized Officer (and, where applicable, a power of attorney authorizing the Agent to transfer such Equity Interests) and any other instruments required by the Collateral Documents or hereunder necessary for the perfection of the Lien in such Equity Interests in favor of the Agent, and (iii) take all such other actions and execute and deliver, or cause to be executed and delivered, all documentation such documents, instruments, agreements, opinions 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 certificates as a “legal entity customer” thereunder) and the USA Patriot Act, and satisfactory to each Finance Party (acting reasonably), that has been are reasonably 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 Guarantor;
(D) 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 extent similar to the Administrative Agentones described in Section 3.1 clauses (c) and (j); and
(Eb) send to the extent required by any Intercreditor Agreement, Agent written notice setting forth (i) the date on which such Person became a Subsidiary, and (ii) all of the data regarding such Person that was required to be set forth in the Disclosure Schedules with respect to the Loan Parties, and such written notice, upon approval by the Agent, shall have entered into be deemed to supplement the Disclosure Schedules for all documentation required for it to accede to or acknowledge (as required) any applicable Intercreditor purposes under this Agreement as a “debtor” (or other relevant capacity) or an Additional Guarantor (as defined thereunder).
(iii) The Administrative Agent shall notify the Company and the Lenders promptly upon being satisfied that the conditions specified in Section 10.21(c)(ii) have been satisfiedother Loan Documents.
Appears in 3 contracts
Samples: Term Loan Agreement (Sorrento Therapeutics, Inc.), Term Loan Agreement (Sorrento Therapeutics, Inc.), Term Loan Agreement (Sorrento Therapeutics, Inc.)
Additional Guarantors. (a) Cause each of the Borrower’s Material Domestic Subsidiaries (other than U.S. Foreign Holdcos) that is a Restricted Subsidiary which is not a party to this Credit Agreement, whether newly formed, after acquired or otherwise existing to promptly become a “Guarantor” hereunder by way of execution and delivery of a Guarantor Joinder Agreement, together with a secretary’s certificate, an incumbency certificate, resolutions, a good standing certificate, organization documents, a New York legal counsel opinion (with customary opinions regarding enforceability, no conflicts with Laws or specified agreements of material indebtedness, governmental consents and approvals, status under Investment Company Act of 1940, execution (to the extent governed by New York Law) and security (attachment and perfection of pledged Equity Interests)) and, solely with respect to Material Domestic Subsidiaries, a local counsel opinion (with customary existence, power, authority, execution (to the extent governed by local Law), no conflicts with Laws or organizational documents and governmental consents and approvals).
(b) To the extent that the Borrower’s Immaterial Domestic Subsidiaries (other than Unrestricted Subsidiaries and U.S. Foreign Holdcos) which are not Guarantors collectively own greater than twenty percent (20%) of Consolidated Total Assets, cause one (1) or more of such Immaterial Domestic Subsidiaries to promptly become a “Guarantor” hereunder by way of execution and delivery of a Guarantor Joinder Agreement, together with a secretary’s certificate, an incumbency certificate, resolutions, a good standing certificate, organization documents and a New York legal counsel opinion (with customary opinions regarding enforceability, no conflicts with Laws or specified agreements of material indebtedness, governmental consents and approvals, status under Investment Company Act of 1940, execution (to the extent governed by New York Law) and security (attachment and perfection of Equity Interests)), to reduce the Consolidated Total Assets ownership percentage of the remaining Immaterial Domestic Subsidiaries that are not Guarantors to twenty percent (20%) or below; provided that (i) Subject the Credit Parties may elect to Section 10.21(c)(ii), the Company or release any Permitted Affiliate Parent may, upon not less than five Business Days prior written notice Immaterial Domestic Subsidiary as a Guarantor hereunder to the Administrative Agent, request that any Permitted Affiliate Parent, any Affiliate Subsidiary or any member of extent the Restricted Group becomes an Additional Guarantor under this Agreement.
(ii) Any such Person referred to in Section 10.21(c)(i) may become an Additional Guarantor if:
(A) such Person and the Company deliver Borrower delivers to the Administrative Agent a xxxx completed certificate of a Responsible Officer certifying that, after giving effect to such release, the Borrower’s Immaterial Domestic Subsidiaries that are not Guarantors collectively own no more than twenty percent (20%) of Consolidated Total Assets and executed joinder agreement in form (ii) it is acknowledged and substance reasonably satisfactory to the Administrative Agent;
(B) the Company confirms agreed that no Event upon receipt of Default is continuing or would occur such certificate, such Immaterial Domestic Subsidiary shall be released as a result of such Person becoming an Additional Guarantor;
(C) Guarantor hereunder and the Administrative Agent shall promptly take such action to evidence such release of such Immaterial Domestic Subsidiary from its Guaranty as is reasonably requested by, and at the expense of, the Credit Parties.
(for and on behalf c) At the option of the LendersBorrower, cause any Domestic Subsidiary that is not otherwise required to become a Guarantor pursuant to Section 7.09(a) or 7.09(b) to become a “Guarantor” hereunder by way of execution and delivery of a Guarantor Joinder Agreement, together with a secretary’s certificate, an incumbency certificate, resolutions, a good standing certificate (if applicable) and organization documents; provided that the Borrower shall have received, at least three Business Days prior not be required to deliver a legal opinion in connection with such joinder.
(d) Notwithstanding anything to the date contrary in this Section 7.09, if (i) the Borrower designates any Guarantor as an Unrestricted Subsidiary in accordance with the terms of accession the definition of Unrestricted Subsidiary or (ii) any Guarantor is sold or otherwise Disposed of in a transaction that is not prohibited under the terms of this Credit Agreement, it is acknowledged and agreed that, in any of such Person as an Additional Guarantorcases, all documentation such Guarantor shall be automatically released from its Guaranty without the need to take any further action 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 shall promptly take such action to the date of accession evidence such release of such Person Guarantor from its Guaranty as an Additional Guarantor;
(D) is reasonably requested by, and at the Administrative Agent has received all of expense 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
(E) to the extent required by any Intercreditor Agreement, such Person shall have entered into all documentation required for it to accede to or acknowledge (as required) any applicable Intercreditor Agreement as a “debtor” (or other relevant capacity) or an Additional Guarantor (as defined thereunder)Credit Parties.
(iii) The Administrative Agent shall notify the Company and the Lenders promptly upon being satisfied that the conditions specified in Section 10.21(c)(ii) have been satisfied.
Appears in 3 contracts
Samples: Credit Agreement (Dycom Industries Inc), Credit Agreement (Dycom Industries Inc), Credit Agreement (Dycom Industries Inc)
Additional Guarantors. Prior to or concurrent with the execution and delivery of a Metal Purchase Contract by a Subsidiary of the Borrower which is not already a Guarantor:
(i) Subject the Borrower shall forthwith cause such Subsidiary to Section 10.21(c)(ii), the Company or any Permitted Affiliate Parent may, upon not less than five Business Days prior written notice to the Administrative Agent, request that any Permitted Affiliate Parent, any Affiliate Subsidiary or any member of the Restricted Group becomes an Additional Guarantor under this Agreement.
(ii) Any such Person referred to in Section 10.21(c)(i) may become an Additional Guarantor if:
(A) such Person duly execute and the Company deliver to the Administrative Agent a xxxx completed and executed joinder agreement Guarantee;
(ii) the Borrower shall forthwith deliver, or cause to be delivered to, the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent:
(A) a duly certified copy of the articles of incorporation or similar documents and by-laws of such Subsidiary;
(B) a certificate of status or good standing for such Subsidiary issued by the Company confirms that no Event appropriate governmental body or agency of Default the jurisdiction in which such Subsidiary is continuing or would occur as a result of such Person becoming an Additional Guarantorincorporated;
(C) the Administrative Agent (for and on behalf a duly certified copy of the Lenders) shall have received, at least three Business Days prior to resolution of the date board of accession directors of such Person as Subsidiary authorizing it to execute, deliver and perform its obligations under each Credit Document to which such Subsidiary is a signatory;
(D) a certificate of an Additional Guarantorofficer of such Subsidiary, all documentation and other in such capacity, setting forth specimen signatures of the individuals authorized to sign the Guarantee to which such Subsidiary is a signatory;
(E) requisite information about such Person required to identify the Subsidiary under applicable “know your customerclient” legislation; and
(F) an opinion of such Subsidiary’s counsel addressed to the Credit Parties and anti-money laundering rules their counsel, relating to the status and regulationscapacity of such Subsidiary, including under the Beneficial Ownership Regulations (such information to includedue authorization, for the avoidance of doubt, a Beneficial Ownership Certification for each entity that qualifies as a “legal entity customer” thereunder) execution and delivery and the USA Patriot Act, validity and satisfactory to each Finance Party (acting reasonably), that has been requested enforceability of the Guarantee by virtue of its execution of the Guarantee in the jurisdiction of incorporation of such Subsidiary and in the Province of Ontario and such other matters as the Administrative Agent may reasonably request;
(for itself or on behalf of any Lenderiii) or any Lender (through the Administrative Agent and for itself) its counsel shall be satisfied, acting reasonably, that all necessary approvals, acknowledgements, directions and consents have been given and that all relevant laws have been complied with in writing at least ten days prior respect of all agreements and transactions referred to the date of accession of herein; and whereupon such Person as an Additional Guarantor;
(D) 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
(E) to the extent required by any Intercreditor Agreement, such Person Subsidiary shall have entered into all documentation required for it to accede to or acknowledge (as required) any applicable Intercreditor Agreement as a “debtor” (or other relevant capacity) or become an Additional Guarantor (as defined thereunder)for all purposes of this agreement.
(iii) The Administrative Agent shall notify the Company and the Lenders promptly upon being satisfied that the conditions specified in Section 10.21(c)(ii) have been satisfied.
Appears in 3 contracts
Samples: Loan Agreement (Silver Wheaton Corp.), Bridge Loan Agreement (Silver Wheaton Corp.), Loan Agreement (Silver Wheaton Corp.)
Additional Guarantors. (ia) The Company shall ensure that any Material Subsidiary (other than a Designated Material Subsidiary) which is not at any time a Guarantor, shall, unless prohibited by law or the terms of a contract with a person who is not a member of the Group, become an Additional Guarantor within 45 days of the date of receipt by the Company of the audited financial statements by reference to which the relevant PGS Subsidiary is demonstrated to be a Material Subsidiary or, if earlier, the date on which the Company otherwise becomes aware that the relevant PGS Subsidiary has become a Material Subsidiary.
(b) Subject to Section 10.21(c)(ii)paragraph (c) below, if at any time the aggregate gross assets of the Company or any Permitted Affiliate Parent may, upon and the Guarantors do not less than five Business Days prior written notice constitute at least 50% of the total gross assets of the Group (calculated by reference to the Administrative Agent, request that any Permitted Affiliate Parent, any Affiliate Subsidiary or any member then latest audited consolidated financial statements of the Restricted Group and the then latest audited financial statements of the Company and the Guarantors) (the "Minimum Guarantor Threshold") then the Company shall ensure that sufficient other PGS Subsidiaries become Additional Guarantors to ensure that the aggregate gross assets of the Company and the Guarantors do constitute at least 50% of the total gross assets of the Group.
(c) The Company shall not be obliged to procure that a PGS Subsidiary becomes an Additional Guarantor under this Agreement.
paragraph (iib) Any above if such Person referred to in Section 10.21(c)(i) may become PGS Subsidiary is prohibited by law or by the terms of a contract with a person who is not a member of the Group from becoming an Additional Guarantor if:
(A) such Person Guarantor. If all of the PGS Subsidiaries which are not so prohibited have become Guarantors and the Company deliver to the Administrative Agent a xxxx completed and executed joinder agreement in form and substance reasonably satisfactory to the Administrative Agent;
(B) aggregate gross assets of the Company confirms that and the Guarantors do not constitute at least the Minimum Guarantor Threshold (as defined in paragraph (b) above) then no Event of Default is continuing or will occur.
(d) The Company shall ensure that no PGS Subsidiary enters into a contract with a person which would occur as a result of such Person prohibit that PGS Subsidiary from becoming an Additional Guarantor;
(C) 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 Guarantor other than any such Person as an Additional Guarantor, 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 Guarantor;
(D) 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
(E) to the extent required by any Intercreditor Agreement, such Person shall have contract entered into all documentation required for it to accede to or acknowledge (as required) any applicable Intercreditor Agreement as a “debtor” (or other relevant capacity) or an Additional Guarantor (as defined thereunder)in good faith in the ordinary course of that PGS Subsidiary's business.
(iii) The Administrative Agent shall notify the Company and the Lenders promptly upon being satisfied that the conditions specified in Section 10.21(c)(ii) have been satisfied.
Appears in 3 contracts
Samples: Indenture (Petroleum Geo Services Asa), Indenture (Petroleum Geo Services Asa), Indenture (Petroleum Geo Services Asa)
Additional Guarantors. (a) If, after the Effective Date, (i) Subject any additional Subsidiary organized under the laws of the United States or any State or other political subdivision thereof is formed or acquired, which new domestic Subsidiary shall at any time either (x) have total assets with a fair market value of $5,000,000 or more, or (y) be required to Section 10.21(c)(iibecome a Collateral Grantor Subsidiary as set forth below in this paragraph (a), or (ii) any Subsidiary (now existing or hereafter formed or acquired, and irrespective of the Company amount of its total assets) shall become indebted in an aggregate principal amount of $5,000,000 or any Permitted Affiliate Parent maymore on account of Intercompany Debt, upon not less than five Business Days prior written notice to the Domestic Borrower will (A) so notify the Administrative Agent, request that any Permitted Affiliate Parentand (B) cause each such Subsidiary to become a "Guarantor" under the Guaranty of Payment, any Affiliate Subsidiary or any member of jointly and severally with all the Restricted Group becomes an Additional Guarantor under other Guarantors, by joining in this Agreement.
(ii) Any such Person referred to in Section 10.21(c)(i) may become an Additional Guarantor if:
(A) such Person Agreement and the Company deliver Guaranty of Payment pursuant to the Administrative Agent a xxxx completed and executed joinder agreement in form and substance documentation reasonably satisfactory to the Administrative Agent;
, within 10 Business Days (B1) in the Company confirms case of clause (i), after such Subsidiary first achieves such $5,000,000 total asset value or shall first be required to become a Collateral Grantor Subsidiary as applicable; or (2) in the case of clause (ii), after such Intercompany Debt has reached the said $5,000,000 threshold or such requirement to become a guarantor has taken effect, as applicable; provided, however, that no Event the Uruguayan Subsidiary known as Tainol, S.A. shall not be required to become a Guarantor pursuant to foregoing clause (ii) unless the aggregate principal amount of Default is continuing its Intercompany Debt shall exceed $12,500,000. In addition, if any Subsidiary of the type described in clause (i) above (including subclause (x) thereof) shall be (or would occur as a result would, in the good faith judgment of such Person becoming an Additional Guarantor;
(C) the Administrative Agent (for and on behalf of Agent, ordinarily be) included within the Lenders) Domestic Borrower's telephone directory segment, computer systems segment or telecommunications services segment, but is not then a Collateral Grantor Subsidiary, the Domestic Borrower shall have receivedsimultaneously with such Subsidiary's becoming a "Guarantor" hereunder, at least three Business Days prior cause such Subsidiary to become a Collateral Grantor Subsidiary by joining in the date of accession of such Person as an Additional Guarantor, all Subsidiary Security Agreement pursuant to 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 Guarantor;
(D) 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
(E) to the extent required by any Intercreditor Agreement, such Person shall have entered into all documentation required for it to accede to or acknowledge (as required) any applicable Intercreditor Agreement as a “debtor” (or other relevant capacity) or an Additional Guarantor (as defined thereunder)Agent in its reasonable discretion.
(iii) The Administrative Agent shall notify the Company and the Lenders promptly upon being satisfied that the conditions specified in Section 10.21(c)(ii) have been satisfied.
Appears in 3 contracts
Samples: Credit Agreement (Volt Information Sciences, Inc.), Credit Agreement (Volt Information Sciences Inc), Credit Agreement (Volt Information Sciences Inc)
Additional Guarantors. (i) Subject In the event that the Borrower shall request that certain Real Estate of a Wholly Owned Subsidiary of Borrower, Xxxx Realty OP, or Xxxx OP be included as a Poolan Unencumbered Property as contemplated by Section 2.28 and such Real Estate is approved for inclusion as a Poolan Unencumbered Property in accordance with the terms hereof, the Borrower shall, as a condition to such Real Estate being included as a Poolan Unencumbered Property but subject to Section 10.21(c)(ii5.11(d), the Company cause each PoolUnencumbered Property Owner, and any other Subsidiary of Borrower, Xxxx Realty OP, or any Permitted Affiliate Parent mayXxxx OP which owns an interest in such PoolUnencumbered Property Owner, upon not less than five Business Days prior written notice to the Administrative Agent, request that any Permitted Affiliate Parent, any Affiliate Subsidiary or any member of the Restricted Group becomes an Additional Guarantor under this Agreement.
(ii) Any such Person referred to in Section 10.21(c)(i) may become an Additional Guarantor if:
(A) such Person execute and the Company deliver to the Administrative Agent a xxxx completed and executed joinder agreement in form and substance reasonably satisfactory to Joinder Agreement on or before the Administrative Agent;
(B) deadline for the Company confirms that no Event of Default is continuing or would occur as a result of such Person becoming an Additional Guarantor;
(C) the Administrative Agent (for and on behalf delivery of the Lenders) shall have received, at least three Business Days prior next Compliance Certificate pursuant to the date of accession of such Person as an Additional Guarantor, 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 ActSection 5.1(c), and satisfactory such Subsidiary or Subsidiaries, as applicable, shall become a Guarantor hereunder. In addition, in the event any Subsidiary of the Borrower shall constitute a Material Subsidiary, subject to each Finance Party (acting reasonablySection 5.11(d), that has been requested by the Administrative Agent (for itself or on behalf of any Lender) or any Lender (through Borrower shall promptly notify the Administrative Agent and within sixty on or before the deadline for itselfthe delivery of the next Compliance Certificate pursuant to Section 5.1(60c) in writing at least ten calendar days prior execute and deliver to the date of accession of such Person as an Additional Guarantor;
(D) the Administrative Agent has received all a Joinder Agreement, and such Subsidiary shall become a Subsidiary Guarantor hereunder. Without limiting the foregoing, in the event any Subsidiary of the documents and other evidence listed in Schedule 10.21 in relation Borrower shall constitute a Material Subsidiary within the meaning of clause (b) of the definition thereof, the Borrower shall cause such Subsidiary, as a condition to such PersonSubsidiary becoming a guarantor or other obligor with respect to such other Unsecured Debt described therein (unless such Indebtedness was incurred prior to such Subsidiary becoming a Subsidiary Guarantor and not in contemplation of such Subsidiary becoming a Subsidiary Guarantor, each in form which case such Subsidiary shall execute and substance reasonably satisfactory deliver to the Administrative Agent; and
Agent a Joinder Agreement within five (E5) Business Days of such Person’s becoming a Subsidiary of the Borrower), cause each such Subsidiary to execute and deliver to the extent required by any Intercreditor Administrative Agent a Joinder Agreement, and such Person Subsidiary shall have entered into thereby become a Subsidiary Guarantor hereunder. Each such Subsidiary Guarantor shall be specifically authorized, in accordance with its respective organizational documents, to be a Guarantor hereunder and to execute the Guaranty. The Borrower shall further cause all documentation required for it representations, covenants and agreements in the Loan Documents with respect to accede Guarantors to or acknowledge (as required) any applicable Intercreditor Agreement as a “debtor” (or other relevant capacity) or an Additional Guarantor (as defined thereunder).
(iii) The be true and correct in all material respects with respect to each such Subsidiary. In connection with the delivery of such Joinder Agreement, the Borrower shall deliver to the Administrative Agent shall notify such organizational agreements, resolutions, consents, opinions and other documents and instruments as the Company and Administrative Agent may reasonably require, including, without limitation, the Lenders promptly upon being satisfied that the conditions specified in Section 10.21(c)(ii) have been satisfiedSubsidiary Guarantor Organizational Deliverables with respect thereto.
Appears in 3 contracts
Samples: Term Loan Agreement (Sila Realty Trust, Inc.), Revolving Credit Agreement (Sila Realty Trust, Inc.), Term Loan Agreement (Sila Realty Trust, Inc.)
Additional Guarantors. The Borrower and each other Credit Party shall ensure that on or prior to any Person becoming a Subsidiary of any Credit Party:
(i) Subject to Section 10.21(c)(ii), the Company or any Permitted Affiliate Parent may, upon not less than five Business Days prior written notice to the Administrative Agent, request that any Permitted Affiliate Parent, any Affiliate Subsidiary or any member such Person shall execute and deliver in favour of the Restricted Group becomes an Additional Guarantor Lender a guarantee of all the obligations of the Credit Parties under this Agreement.Agreement and all the other Credit Documents;
(ii) Any such Person referred to in Section 10.21(c)(i) shall grant any and all Security as the Lender may become an Additional Guarantor if:require;
(Aiii) all shares in the capital of such Person are pledged to the Lender (and all original share certificates are delivered to the Lender, duly endorsed in blank or accompanied by a duly executed stock power transfer form) and all directors of such Person have delivered to the Lender resignations duly executed but undated;
(iv) the Lender has received evidence of registration or other perfection of such Security and/or pledge in such jurisdictions as the Lender may require to ensure that such Security and/or pledge creates legal, valid, binding, enforceable and first-priority security interests in the assets or shares to which such Security or pledge relates, enforceable against third parties, trustees in bankruptcy and similar officials;
(v) the Lender has received opinions of the counsel to such Person relating to, among other things, its subsistence, the due authorization, execution, delivery and enforceability of the Credit Documents to which such Person is a party and the Company deliver creation and perfection of the Liens against such Person under the Security Documents;
(vi) the Lender has received all discharges, subordination agreements, waivers and confirmations as the Lender may require to ensure that all obligations under the Administrative Agent a xxxx completed Credit Documents are secured by first priority Liens on the property and executed joinder agreement assets of such Person; and
(vii) the Lender has received such other evidence, certificates and documentation as the Lender may request; in each case, in form and substance reasonably satisfactory to the Administrative Agent;
(B) the Company confirms that no Event of Default is continuing or would occur as a result of such Person becoming an Additional Guarantor;
(C) 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 Guarantor, 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 Guarantor;
(D) 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
(E) to the extent required by any Intercreditor Agreement, such Person shall have entered into all documentation required for it to accede to or acknowledge (as required) any applicable Intercreditor Agreement as a “debtor” (or other relevant capacity) or an Additional Guarantor (as defined thereunder).
(iii) The Administrative Agent shall notify the Company and the Lenders promptly upon being satisfied that the conditions specified in Section 10.21(c)(ii) have been satisfied.
Appears in 3 contracts
Samples: Loan Agreement (Gryphon Gold Corp), Loan Agreement (Gryphon Gold Corp), Senior Secured Gold Stream Credit Agreement (Santa Fe Gold CORP)
Additional Guarantors. (a) In the event that any Person becomes a Restricted Subsidiary (other than any Excluded Subsidiary) or any Person that is an Excluded Subsidiary no longer qualifies as an Excluded Subsidiary, including for the avoidance of doubt, any Subsidiary described in clause (e) of the definition of Excluded Subsidiary that becomes a Subsidiary after the date of this Agreement, Parent shall (i) Subject in the case of an Unrestricted Subsidiary becoming a Restricted Subsidiary, substantially concurrently with the redesignation or deemed redesignation thereof as a Restricted Subsidiary pursuant to Section 10.21(c)(ii), the Company 5.13 or any Permitted Affiliate Parent may, upon not less than five Business Days prior written notice to the Administrative Agent, request that any Permitted Affiliate Parent, any Affiliate Subsidiary or any member of the Restricted Group becomes an Additional Guarantor under this Agreement.
(ii) Any otherwise, 60 days thereafter (or such Person referred longer period of time as the Administrative Agent may agree in its reasonable discretion) cause such Restricted Subsidiary to in Section 10.21(c)(i) may become an Additional a Guarantor if:
(A) such Person hereunder by executing and the Company deliver delivering to the Administrative Agent a xxxx completed and executed joinder agreement Counterpart Agreement. The Administrative Agent shall receive an opinion of counsel for Parent in form and substance reasonably satisfactory to the Administrative Agent;
(B) the Company confirms that no Event of Default is continuing or would occur as a result Agent in respect of such Person becoming an Additional Guarantor;
(C) 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 customary matters as an Additional Guarantor, 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 may be reasonably requested by the Administrative Agent relating to any Counterpart Agreement or joinder agreement delivered pursuant to this Section 5.11(a), dated as of the date of such agreement.
(for itself or on behalf b) With respect to each Restricted Subsidiary of any LenderParent referred to in clause (a) above, Parent shall promptly after delivering the financial statements pursuant to Sections 5.1(a) or any Lender (through b), as the case may be, send to the Administrative Agent and for itselfwritten notice setting forth (i) in writing at least ten days prior to the date of accession of on which such Person became a Restricted Subsidiary that is not an Excluded Subsidiary or the date on which a Person that is an Excluded Subsidiary no longer qualifies as an Additional Guarantor;
Excluded Subsidiary and (Dii) the Administrative Agent has received all of the documents and other evidence listed data required to be set forth in Schedule 10.21 in relation to such Person, each in form and substance reasonably satisfactory 3.12 to the Administrative AgentDisclosure Letter; and
(E) and such written notice shall be deemed to supplement Schedule 3.12 to the extent required by any Intercreditor Agreement, such Person shall have entered into Disclosure Letter for all documentation required for it to accede to or acknowledge (as required) any applicable Intercreditor Agreement as a “debtor” (or other relevant capacity) or an Additional Guarantor (as defined thereunder)purposes hereof.
(iii) The Administrative Agent shall notify the Company and the Lenders promptly upon being satisfied that the conditions specified in Section 10.21(c)(ii) have been satisfied.
Appears in 3 contracts
Samples: Revolving Credit and Guaranty Agreement (Coupang, Inc.), Revolving Credit and Guaranty Agreement (Coupang, Inc.), Revolving Credit and Guaranty Agreement (Coupang, Inc.)
Additional Guarantors. (ia) Subject to Section 10.21(c)(iicompliance with the provisions of paragraph (c) of Clause 19.8 ("Know your customer" checks), the Company or any Permitted Affiliate Parent may, upon by not less than five 10 Business Days Days' prior written notice to the Administrative Agent, request that any Permitted Affiliate Parent, of its wholly owned Subsidiaries or any Affiliate Domestic Subsidiary become an Additional Guarantor. That Subsidiary or any member of the Restricted Group becomes an Additional Guarantor under this Agreement.
(ii) Any such Person referred to in Section 10.21(c)(i) may Domestic Subsidiary shall become an Additional Guarantor if:
(i) it is a Subsidiary incorporated in an Approved Jurisdiction and it is either a Domestic Subsidiary or the Majority Lenders approve the addition of that Subsidiary (such approval not to be unreasonably withheld or delayed); or
(ii) it is a Subsidiary incorporated in any other jurisdiction and all the Lenders approve the addition of that Subsidiary (such approval not to be unreasonably withheld or delayed); and in each case
(A) such Person and the Company deliver delivers to the Administrative Agent a xxxx duly completed and executed joinder agreement in form and substance reasonably satisfactory to the Administrative Agent;Accession Letter; and
(B) the Company confirms that no Event of Default is continuing or would occur as a result of such Person becoming an Additional Guarantor;
(C) 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 Guarantor, 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 Guarantor;
(D) the Administrative Agent has received all of the documents and other evidence listed in Part 2 (Conditions Precedent required to be Delivered by an Additional Obligor) of Schedule 10.21 2 (Conditions Precedent) in relation to such Personthat Additional Guarantor, each in form and substance reasonably satisfactory to the Administrative Agent; and.
(Eb) to The Company shall procure that any other member of the extent required by Group which is a Material Domestic Subsidiary (except for any Intercreditor AgreementExcluded Subsidiary) shall, as soon as possible after becoming a Material Domestic Subsidiary but in any event within 45 days after delivery of the respective annual Compliance Certificate showing that such Person shall have entered into all documentation required for it to accede to or acknowledge (as required) any applicable Intercreditor Agreement member of the Group qualifies as a “debtor” (or other relevant capacity) or Material Domestic Subsidiary becomes an Additional Guarantor (as defined thereunder)under this Agreement.
(iiic) The Administrative Agent shall notify the Company and the Lenders promptly upon being satisfied that it has received (in form and substance satisfactory to it) all the conditions specified documents and other evidence listed in Section 10.21(c)(iiPart 2 (Conditions Precedent required to be Delivered by an Additional Obligor) have been satisfiedof Schedule 2 (Conditions Precedent).
Appears in 2 contracts
Samples: Syndicated Loan Agreement (Hillenbrand, Inc.), Syndicated Loan Agreement (Hillenbrand, Inc.)
Additional Guarantors. At any time after the date hereof, in the event that, during any fiscal quarter of Borrower, Borrower and the Subsidiary Guarantors do not own Unencumbered Assets which contribute at least eighty percent (i80%) Subject of the Adjusted Net Operating Income for all Unencumbered Assets of the Borrower and its Subsidiaries determined on a Consolidated basis in accordance with GAAP, then, at the time that Borrower is to Section 10.21(c)(iiprovide the Compliance Certificate with respect to such quarter to Administrative Agent, Borrower shall cause such Subsidiaries of Borrower, as designated by the Borrower and approved by Administrative Agent (such approval not to be unreasonably withheld), the Company or any Permitted Affiliate Parent may, upon not less than five Business Days prior written notice to execute and deliver a Guaranty to the Administrative Agent, request for the benefit of the Lenders, duly executed by such Subsidiaries (together with certificates and attachments of a nature similar to those described in Section 5.1(b) and (c) with respect to such Subsidiaries and an opinion of counsel of a nature similar to those in the form required pursuant to Section 5.6 (c)) so that Borrower and the Subsidiary Guarantors will again own Unencumbered Assets which contribute at least 80% of the Adjusted Net Operating Income for all Unencumbered Assets of the Borrower and its Subsidiaries on a Consolidated basis. Additionally, in the event that any Permitted Affiliate Parent, any Affiliate Subsidiary or any member of the Restricted Group becomes an Additional Borrower, whether presently existing or hereafter formed or acquired, which is not a Subsidiary Guarantor at such time, shall after the date hereof become a guarantor under this Agreement.
(ii) Any such Person referred to in Section 10.21(c)(i) may become an Additional Guarantor if:
(A) such Person and the Company deliver to any existing or future unsecured Indebtedness of Borrower, then promptly after the Administrative Agent Agent’s request therefor, Borrower shall cause such Subsidiary to execute and deliver a xxxx completed and executed joinder agreement in form and substance reasonably satisfactory Guaranty to the Administrative Agent;
, for the benefit of the Lenders, duly executed by such Subsidiaries (Btogether with certificates and attachments of a nature similar to those described in Section 5.1(b) and (c) with respect to such Subsidiaries and an opinion of counsel of a nature similar to those in the Company confirms that no form required pursuant to Section 5.6 (c)). Notwithstanding the foregoing, the foregoing Adjusted Net Operating Income for all Unencumbered Assets threshold of this Section shall not be applicable from and after the occurrence of, and during the continuance of, (i) an Event of Default is continuing Default, or would occur as (ii) a result reduction by S&P of its Senior Debt Rating below BBB- or a reduction by Xxxxx’x of its Senior Debt Rating below Baa3 (it being understood that at such Person becoming an Additional Guarantor;
(C) time, the Administrative Agent (for and on behalf can require any Subsidiary of the LendersBorrower (other than an Excluded Subsidiary) shall have received, at least three Business Days prior which has not executed a Guaranty to the date immediately comply with requirements of accession of such Person as an Additional Guarantor, 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 Guarantor;
(D) 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
(E) to the extent required by any Intercreditor Agreement, such Person shall have entered into all documentation required for it to accede to or acknowledge (as required) any applicable Intercreditor Agreement as a “debtor” (or other relevant capacity) or an Additional Guarantor (as defined thereunderthis Section).
(iii) The Administrative Agent shall notify the Company and the Lenders promptly upon being satisfied that the conditions specified in Section 10.21(c)(ii) have been satisfied.
Appears in 2 contracts
Samples: Revolving Credit Agreement (Centro NP LLC), Revolving Credit Agreement (New Plan Excel Realty Trust Inc)
Additional Guarantors. (ia) Subject to Section 10.21(c)(iicompliance with clauses 20.10(c) and 20.10(d) ("Know your customer" checks) and without prejudice to the Borrower’s obligations set out under 22.5 (Guarantor Coverage), the Company or any Permitted Affiliate Parent may, upon not less than five Business Days prior written notice to the Administrative Agent, Borrower may request that any Permitted Affiliate Parent, any Affiliate Subsidiary or any Group member of the Restricted Group becomes become an Additional Guarantor under this Agreement.
or a Group member must become an Additional Guarantor in order to comply with clause 22.5 (ii) Any such Person referred to in Section 10.21(c)(i) may Guarantor Coverage). That Subsidiary shall become an Additional Guarantor if:
(Ai) such Person and the Company deliver Borrower delivers to the Administrative Agent a xxxx duly completed and executed joinder agreement in form and substance reasonably satisfactory to the Administrative AgentAccession Letter executed as a deed;
(Bii) the Company confirms that no Event of Default is continuing or would occur as a result of such Person becoming an Additional Guarantor;
(C) 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 Guarantor, 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 Guarantor;
(D) the Administrative Agent has received all of the documents and other evidence listed in Part 2 (Conditions Precedent required to be Delivered by an Additional Obligor) of Schedule 10.21 2 (Conditions precedent) in relation to such Personthat Additional Guarantor, each in form and substance reasonably satisfactory to the Administrative AgentAgent acting on the instructions of all Lenders;
(iii) the relevant member of the Group accedes to the Security Trust Deed as an "Additional Obligor" by signing and delivering to the Security Trustee a Security Trust Deed Accession Deed and any other documents or information required under the Security Trust Deed; and
(Eiv) the relevant member of the Group accedes to the extent Intercreditor Deed as an "Additional Obligor" by signing and delivering to the Security Trustee an Intercreditor Deed Accession Deed and any other documents or information required by any under the Intercreditor Agreement, such Person shall have entered into all documentation required for it to accede to or acknowledge (as required) any applicable Intercreditor Agreement as a “debtor” (or other relevant capacity) or an Additional Guarantor (as defined thereunder)Deed.
(iiib) The Administrative Agent shall notify the Company Borrower and the Lenders promptly upon being satisfied that it has received (in form and substance satisfactory to it acting on the conditions specified instructions of all Lenders) all the documents and other evidence listed in Section 10.21(c)(iiPart 2 (Conditions Precedent required to be Delivered by an Additional Obligor) have been satisfiedof Schedule 2 (Conditions precedent).
(c) The Agent shall not be liable for any damages, costs or losses to any person, any diminution in value or any liability whatsoever as a result of giving any such notification. Loan Note Subscription Agreement | DLA Piper | 113
Appears in 2 contracts
Samples: Loan Note Subscription Agreement (Metals Acquisition LTD), Loan Note Subscription Agreement (Metals Acquisition Corp)
Additional Guarantors. (i) Subject In the event that the Borrower shall request that certain Real Estate of a Wholly Owned Subsidiary of Borrower, Xxxx Realty OP, or Xxxx OP be included as a Pool Property as contemplated by Section 2.28 and such Real Estate is approved for inclusion as a Pool Property in accordance with the terms hereof, the Borrower shall, as a condition to such Real Estate being included as a Pool Property but subject to Section 10.21(c)(ii5.11(d), the Company cause each Pool Property Owner, and any other Subsidiary of Borrower, Xxxx Realty OP, or any Permitted Affiliate Parent mayXxxx OP which owns an interest in such Pool Property Owner, upon not less than five Business Days prior written notice to the Administrative Agent, request that any Permitted Affiliate Parent, any Affiliate Subsidiary or any member of the Restricted Group becomes an Additional Guarantor under this Agreement.
(ii) Any such Person referred to in Section 10.21(c)(i) may become an Additional Guarantor if:
(A) such Person execute and the Company deliver to the Administrative Agent a xxxx completed Joinder Agreement, and executed joinder agreement such Subsidiary or Subsidiaries, as applicable, shall become a Guarantor hereunder. In addition, in form and substance reasonably satisfactory to the Administrative Agent;
(B) the Company confirms that no Event of Default is continuing or would occur as a result of such Person becoming an Additional Guarantor;
(C) the Administrative Agent (for and on behalf event any Subsidiary of the Lenders) Borrower shall have receivedconstitute a Material Subsidiary, at least three Business Days prior subject to the date of accession of such Person as an Additional Guarantor, 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 reasonablySection 5.11(d), that has been requested by the Administrative Agent (for itself or on behalf of any Lender) or any Lender (through Borrower shall promptly notify the Administrative Agent and for itselfwithin sixty (60) in writing at least ten calendar days prior execute and deliver to the date of accession of such Person as an Additional Guarantor;
(D) the Administrative Agent has received all a Joinder Agreement, and such Subsidiary shall become a Subsidiary Guarantor hereunder. Without limiting the foregoing, in the event any Subsidiary of the documents and other evidence listed in Schedule 10.21 in relation Borrower shall constitute a Material Subsidiary within the meaning of clause (b) of the definition thereof, the Borrower shall cause such Subsidiary, as a condition to such PersonSubsidiary becoming a guarantor or other obligor with respect to such other Unsecured Debt described therein (unless such Indebtedness was incurred prior to such Subsidiary becoming a Subsidiary Guarantor and not in contemplation of such Subsidiary becoming a Subsidiary Guarantor, each in form which case such Subsidiary shall execute and substance reasonably satisfactory deliver to the Administrative Agent; and
Agent a Joinder Agreement within five (E5) Business Days of such Person’s becoming a Subsidiary of the Borrower), cause each such Subsidiary to execute and deliver to the extent required by any Intercreditor Administrative Agent a Joinder Agreement, and such Person Subsidiary shall have entered into thereby become a Subsidiary Guarantor hereunder. Each such Subsidiary Guarantor shall be specifically authorized, in accordance with its respective organizational documents, to be a Guarantor hereunder and to execute the Guaranty. The Borrower shall further cause all documentation required for it representations, covenants and agreements in the Loan Documents with respect to accede Guarantors to or acknowledge (as required) any applicable Intercreditor Agreement as a “debtor” (or other relevant capacity) or an Additional Guarantor (as defined thereunder).
(iii) The be true and correct in all material respects with respect to each such Subsidiary. In connection with the delivery of such Joinder Agreement, the Borrower shall deliver to the Administrative Agent shall notify such organizational agreements, resolutions, consents, opinions and other documents and instruments as the Company and the Lenders promptly upon being satisfied that the conditions specified in Section 10.21(c)(ii) have been satisfiedAdministrative Agent may reasonably require.
Appears in 2 contracts
Samples: Term Loan Agreement (Sila Realty Trust, Inc.), Revolving Credit Agreement (Sila Realty Trust, Inc.)
Additional Guarantors. Initial Borrower will cause each of its First Tier Domestic Subsidiaries and each of its First Tier Foreign Subsidiaries, whether newly formed, after acquired or otherwise existing, to promptly (iand in any event within thirty (30) Subject days after such Subsidiary is formed or acquired (or such longer period of time as agreed to Section 10.21(c)(ii), the Company or any Permitted Affiliate Parent may, upon not less than five Business Days prior written notice to the Administrative Agent, request that any Permitted Affiliate Parent, any Affiliate Subsidiary or any member of the Restricted Group becomes an Additional Guarantor under this Agreement.
(ii) Any such Person referred to in Section 10.21(c)(i) may become an Additional Guarantor if:
(A) such Person and the Company deliver to the Administrative Agent a xxxx completed and executed joinder agreement in form and substance reasonably satisfactory to the Administrative Agent;
(B) the Company confirms that no Event of Default is continuing or would occur as a result of such Person becoming an Additional Guarantor;
(C) 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 Guarantor, 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 in its reasonable discretion)) become a Guarantor hereunder by way of execution of a Joinder Agreement; provided that, First Tier Foreign Subsidiaries shall not be required to become a Guarantor if it would be unlawful or would cause any material adverse tax consequences to the Initial Borrower or such First Tier Foreign Subsidiary. The Initial Borrower may also at any time voluntarily cause any of its Wholly Owned Subsidiaries (for itself other than First Tier Domestic Subsidiaries or on behalf First Tier Foreign Subsidiaries) to become a Guarantor hereunder by way of any Lender) execution of a Joinder Agreement. In addition, Initial Borrower shall, and shall cause CSI to, enter into the Guaranty Agreement prior to or any Lender (through simultaneous with CSF becoming a Borrower hereunder and shall maintain, and shall cause CSI to maintain, the Guaranty Agreement in full force and effect and shall perform and observe all of the terms and provisions of the Guaranty Agreement to be performed or observed by it, and cause CSI to do the same, until such time as the Release Condition has been satisfied. Upon satisfaction of the Release Condition, the Guaranty Agreement shall be terminated and the Administrative Agent shall promptly (and for itselfin any event within five (5) in writing at least ten days prior to Business Days after the date of accession of such Person as an Additional Guarantor;
(D) the Administrative Agent has received all written request of the Initial Borrower) execute such documents and other as may reasonably be requested by the Initial Borrower to evidence listed in Schedule 10.21 in relation to such Person, each in form and substance reasonably satisfactory to the Administrative Agent; and
(E) to the extent required by any Intercreditor Agreement, such Person shall have entered into all documentation required for it to accede to or acknowledge (as required) any applicable Intercreditor Agreement as a “debtor” (or other relevant capacity) or an Additional Guarantor (as defined thereunder)termination.
(iii) The Administrative Agent shall notify the Company and the Lenders promptly upon being satisfied that the conditions specified in Section 10.21(c)(ii) have been satisfied.
Appears in 2 contracts
Samples: Credit Agreement (Capitalsource Inc), Credit Agreement (Capitalsource Inc)
Additional Guarantors. With respect to (i) Subject to Section 10.21(c)(iiany Person that becomes a Subsidiary of the REIT after the Closing Date (other than any such Subsidiary (x) which, when taken together with all other Subsidiaries of the REIT that are not Guarantors, is an Immaterial Subsidiary, (y) that is an Excluded Subsidiary or (z) that is a Foreign Subsidiary), the Company or any Permitted Affiliate Parent may, upon not less than five Business Days prior written notice to the Administrative Agent, request that any Permitted Affiliate Parent, any Affiliate Subsidiary or any member of the Restricted Group becomes an Additional Guarantor under this Agreement.
(ii) Any any Subsidiary of the Borrower that ceases to be an Immaterial Subsidiary or Excluded Subsidiary after the Closing Date for a period of more than 90 days, (iii) any Subsidiary of the Borrower that owns any Investment Property that is included in the Borrowing Pool after the Closing Date and/or (iv) any Subsidiary of the Borrower that owns, directly or indirectly, any Equity Interests of any Affiliated Investor that owns an Investment Property that is included in the Borrowing Pool after the Closing Date, within 20 days after such time that such Person referred becomes a Subsidiary (other than an Immaterial Subsidiary or an Excluded Subsidiary) or ceases to be an Immaterial Subsidiary or Excluded Subsidiary or such Investment Property is included in Section 10.21(c)(ithe Borrowing Pool, as applicable, (w) may become an Additional Guarantor if:
(A) cause such Person and the Company deliver to execute a joinder agreement to the Administrative Agent a xxxx completed and executed joinder agreement Guaranty Agreement in form and substance reasonably satisfactory to the Administrative Agent;
, (Bx) the Company confirms that no Event of Default is continuing or would occur as a result of such Person becoming an Additional Guarantor;
(C) 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 Guarantor, 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 extent requested by the Administrative Agent, deliver to the Administrative Agent the items referenced in Section 4.01(a)(iv) and (for itself or on behalf v) with respect to such Person, (y) as and to the extent requested by the Administrative Agent, deliver to the Administrative Agent a favorable opinion of any Lender) or any Lender counsel to such Person (through which counsel shall be reasonably acceptable to the Administrative Agent), addressed to the Administrative Agent and for itself) in writing at least ten days prior each Lender, as to the date of accession of such matters concerning such Person and the Loan Documents as an Additional Guarantor;
(D) the Administrative Agent has received all may reasonably request and (z) provide the Administrative Agent with the U.S. taxpayer identification for such Person (or the equivalent thereof, in the event such Person is not organized under the laws of the documents and other evidence listed in Schedule 10.21 in relation to such PersonUnited States, each in form and substance reasonably satisfactory to any State thereof or the Administrative Agent; and
(E) to the extent required by any Intercreditor Agreement, such Person shall have entered into all documentation required for it to accede to or acknowledge (as required) any applicable Intercreditor Agreement as a “debtor” (or other relevant capacity) or an Additional Guarantor (as defined thereunderDistrict of Columbia).
(iii) The Administrative Agent shall notify the Company and the Lenders promptly upon being satisfied that the conditions specified in Section 10.21(c)(ii) have been satisfied.
Appears in 2 contracts
Samples: Credit Agreement (Corporate Property Associates 16 Global Inc), Credit Agreement (Corporate Property Associates 16 Global Inc)
Additional Guarantors. If (i) Subject to Section 10.21(c)(ii), the Company CFTC or any Permitted Affiliate Parent may, upon not less of its Restricted Subsidiaries shall acquire or create another Domestic Subsidiary after the date of this Agreement (other than five Business Days prior written notice to the Administrative Agent, request that any Permitted Affiliate Parent, any Affiliate an Immaterial Subsidiary or any member of the Restricted Group becomes a Subsidiary that has been designated as an Additional Guarantor under this Agreement.
Unrestricted Subsidiary or a Receivables Entity) or (ii) Any any Foreign Subsidiary or Immaterial Subsidiary of CFTC guarantees (or otherwise becomes liable for) Indebtedness of CFTC or a Guarantor, then CFTC will cause such Person referred Subsidiary to in Section 10.21(c)(i) may become an Additional a Guarantor ifhereunder and:
(Aa) execute a Counterpart Agreement substantially in the form of Exhibit E, in accordance with the terms of this Agreement, pursuant to which such Person Subsidiary shall unconditionally Guarantee, on a senior secured basis, all of CFTC’s Obligations on the terms set forth in this Agreement;
(b) execute and the Company deliver to the Administrative Collateral Agent a xxxx completed and executed joinder agreement in form and substance reasonably satisfactory such amendments or supplements to the Administrative Collateral Documents necessary in order to grant to the Collateral Agent, for the benefit of the Secured Parties, a perfected security interest in the Equity Interests of such Subsidiary, subject to Permitted Liens and the Intercreditor Agreement, which are owned by CFTC or a Guarantor and are required to be pledged pursuant to the Collateral Documents;
(Bc) take such actions as are necessary to grant to the Company confirms that no Event Collateral Agent for the benefit of Default is continuing or would occur as the Secured Parties a result perfected security interest in the assets of such Person becoming an Additional GuarantorSubsidiary, other than Excluded Assets and subject to Permitted Liens and the Intercreditor Agreement, including the filing of Uniform Commercial Code financing statements, in each case as may be required by the Collateral Documents;
(Cd) take such further action and execute and deliver such other documents specified in 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 Collateral Documents or as an Additional Guarantor, 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 otherwise may be reasonably requested by the Administrative Collateral 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 give effect to the date of accession of such Person as an Additional Guarantor;
(D) 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 Agentforegoing; and
(Ee) deliver to the extent Collateral Agent an Opinion of Counsel that (i) such Counterpart Agreement and any other documents required by any Intercreditor Agreement, such Person shall have entered into all documentation required for it to accede to or acknowledge (as required) any applicable Intercreditor Agreement as a “debtor” (or other relevant capacity) or an Additional Guarantor (as defined thereunder).
(iii) The Administrative Agent shall notify the Company and the Lenders promptly upon being satisfied that the conditions specified in Section 10.21(c)(ii) be delivered have been satisfiedduly authorized, executed and delivered by such Subsidiary and constitute legal, valid, binding and enforceable obligations of such Subsidiary and (ii) the Collateral Documents to which such Subsidiary is a party create a valid perfected Lien on the Collateral covered thereby.
Appears in 2 contracts
Samples: Revolving Loan Agreement (CURO Group Holdings Corp.), Revolving Loan Agreement (CURO Group Holdings Corp.)
Additional Guarantors. (a) Cause (i) Subject to Section 10.21(c)(ii), the Company or any Permitted Affiliate Parent may, upon not less than five Business Days prior written notice to the Administrative Agent, request that any Permitted Affiliate Parent, any Affiliate Subsidiary or any member each of the Borrower’s Material Domestic Subsidiaries that is a Restricted Group becomes an Additional Guarantor under Subsidiary which is not a party to this Credit Agreement, whether newly formed, after acquired or otherwise existing and (ii) any guarantor of the Subordinated Notes which is not a party to this Credit Agreement, to promptly become a “Guarantor” hereunder by way of execution of a Joinder Agreement.
(iib) Any To the extent that the Borrower’s Immaterial Domestic Subsidiaries (other than Unrestricted Subsidiaries) which are not Guarantors collectively own greater than 15% of Consolidated Total Assets, cause one or more of such Person referred Immaterial Domestic Subsidiaries to in Section 10.21(c)(ipromptly become a “Guarantor” hereunder by way of execution of a Joinder Agreement to reduce the Consolidated Total Assets ownership percentage of the remaining Immaterial Domestic Subsidiaries that are not Guarantors to 15% or below; provided that (i) the Credit Parties may become an Additional elect to release any Immaterial Domestic Subsidiary as a Guarantor if:
(A) such Person and hereunder to the Company deliver extent the Borrower delivers to the Administrative Agent a xxxx completed certificate of a Responsible Officer certifying that, after giving effect to such release, the Borrower’s Immaterial Domestic Subsidiaries that are not Guarantors collectively own less than 15% of Consolidated Total Assets and executed joinder agreement in form (ii) it is acknowledged and substance reasonably satisfactory to the Administrative Agent;
(B) the Company confirms agreed that no Event of Default is continuing or would occur as a result of such Person becoming an Additional Guarantor;
(C) the Administrative Agent may take such action as is necessary to release such Immaterial Domestic Subsidiary from its Guaranty.
(for and on behalf c) Notwithstanding anything to the contrary in this Section 6.9, if the Borrower designates any Guarantor as an Unrestricted Subsidiary in accordance with the terms of the Lenders) definition of Unrestricted Subsidiary, such Guarantor shall have receivedbe released from its Guaranty, at least three Business Days prior to the date of accession of such Person as an Additional Guarantor, all documentation it being acknowledged 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 agreed 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 may take such action as is necessary to the date of accession of release such Person as an Additional Guarantor;
(D) 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
(E) to the extent required by any Intercreditor Agreement, such Person shall have entered into all documentation required for it to accede to or acknowledge (as required) any applicable Intercreditor Agreement as a “debtor” (or other relevant capacity) or an Additional Guarantor (as defined thereunder)from its Guaranty.
(iii) The Administrative Agent shall notify the Company and the Lenders promptly upon being satisfied that the conditions specified in Section 10.21(c)(ii) have been satisfied.
Appears in 2 contracts
Samples: Credit Agreement (Dycom Industries Inc), Credit Agreement (Dycom Industries Inc)
Additional Guarantors. (i) Subject to Section 10.21(c)(ii), the Company or any Permitted Affiliate Parent may, upon Cause each Wholly-Owned Subsidiary which has not less than five Business Days prior written notice previously executed and delivered to the Administrative Agent, request that any Permitted Affiliate Parent, any Affiliate Subsidiary or any member of the Restricted Group becomes an Additional Guarantor under this Agreement.
(ii) Any such Person referred Agent a Guaranty and other related Collateral Documents to in Section 10.21(c)(i) may become an Additional Guarantor if:
(A) such Person execute and the Company deliver to the Administrative Agent for the benefit of the Secured Parties promptly, and in any event within 10 Business Days following such Subsidiary’s becoming a xxxx completed Subsidiary, a Guaranty and, as applicable, such Collateral Documents, together with a resolution of its board of directors or other similar governing body authorizing such Guaranty and executed joinder agreement in form and substance reasonably satisfactory Collateral Documents; provided, that such Person shall not be required to grant a Mortgage with respect to any Real Property to the Administrative Agent;
(B) extent the Company confirms that no Event fair market value of Default is continuing or would occur as a result the Real Estate of such Person becoming an Additional Guarantor;
(C) the Administrative Agent (for and on behalf of the Lenders) shall have received, at least three Business Days prior does not exceed $25,000,000. Notwithstanding anything to the date of accession of such Person as an Additional Guarantor, all documentation contrary 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) any Subsidiary designated as an Unrestricted Subsidiary pursuant to Section 6.14 hereto shall not be subject to the requirements of this Section 6.13, (b) no Subsidiary acquired after the Closing Date shall be required to furnish any such Guaranties or Collateral Documents if such Subsidiary is a Beneficial Ownership Certification for each Foreign Subsidiary or any Subsidiary that owns 65% or more of the stock of a CFC so long as such entity has no assets other than the stock of CFCs, obligations, indebtedness or receivables of or attributable to such CFCs and de minimis assets, if and to the extent that qualifies as such actions would create or result in a “Deemed Dividend Problem, (c) any Subsidiary that is subject to any contractual or legal entity customer” thereunderrestrictions under applicable law which at such time would be contravened by its becoming a Loan Party shall not be subject to the requirements of this Section 6.13, or (d) and any assets if, in the USA Patriot Act, and satisfactory to each Finance Party (acting reasonably), that has been requested by reasonable judgment of the Administrative Agent (for itself evidenced in writing, determined in consultation with the Borrowers, the burden, cost or on behalf consequences of any Lender) creating or any Lender (through the Administrative Agent and for itself) perfecting such pledges or security interests in writing at least ten days prior to the date of accession of such Person as an Additional Guarantor;
(D) the Administrative Agent has received all of the documents and other evidence listed in Schedule 10.21 assets is excessive in relation to such Person, each in form and substance reasonably satisfactory the benefits to be obtained therefrom by the Secured Parties under the Loan Documents shall not be subject to the Administrative Agent; and
(E) to the extent required by any Intercreditor Agreement, such Person shall have entered into all documentation required for it to accede to or acknowledge (as required) any applicable Intercreditor Agreement as a “debtor” (or other relevant capacity) or an Additional Guarantor (as defined thereunder)requirements of this Section 6.13.
(iii) The Administrative Agent shall notify the Company and the Lenders promptly upon being satisfied that the conditions specified in Section 10.21(c)(ii) have been satisfied.
Appears in 2 contracts
Samples: Credit Agreement (Atlantic Power Corp), Credit Agreement (Atlantic Power Corp)
Additional Guarantors. (a) [Reserved].
(b) Loan Guarantees existing on or granted after the IssueEffective Date pursuant to Section 5.14 of the Credit Agreement shall be released as set forth in Section 12 of the Facility Guaranty. Loan Guarantees existing on or granted after the IssueEffective Date pursuant to Section 5.14(i)(z) of the Credit Agreement may be released at the option of the Borrower, if at the date of such release, (i) Subject to Section 10.21(c)(ii)the Indebtedness which required such Loan Guarantee has been released or discharged in full, the Company or any Permitted Affiliate Parent may, upon not less than five Business Days prior written notice to the Administrative Agent, request that any Permitted Affiliate Parent, any Affiliate Subsidiary or any member of the Restricted Group becomes an Additional Guarantor under this Agreement.
(ii) Any such Person referred to in Section 10.21(c)(i) may become an Additional Guarantor if:
(A) such Person and the Company deliver to the Administrative Agent a xxxx completed and executed joinder agreement in form and substance reasonably satisfactory to the Administrative Agent;
(B) the Company confirms that no Event of Default is continuing or would occur arise as a result of such Person becoming an Additional Guarantor;
release, and (Ciii) there is no other Indebtedness of such Guarantor outstanding that was Incurred after the IssueEffective Date and that could not have been Incurred in compliance with this Agreement as of the date Incurred if such Guarantor were not a Guarantor as at that date. Notwithstanding anything in this Agreement to the contrary, the Borrower may elect, in its sole discretion, to cause any Subsidiary that is not otherwise required to be a Guarantor to become a Guarantor and such Loan Guarantee may be released at any time in the Borrower’s sole discretion. The Administrative Agent and the Security Agent (for and on behalf of to the Lendersextent action is required by them) shall have received, at least three Business Days prior to the date of accession of such Person as an Additional Guarantor, each take 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 necessary actions requested by the Administrative Agent Borrower, including the granting of releases or waivers under the Intercreditor Agreement or any Additional Intercreditor Agreement, to effectuate any release of a Loan Guarantee in accordance with this Section 4.16(b), subject to customary protections and indemnifications.
(c) Notwithstanding the foregoing, the Borrower shall not be obligated to cause an Excluded Subsidiary to provide a Loan Guarantee (for itself or on behalf of so long as such entity is an Excluded Subsidiary), nor to cause any Lender) or any Lender (through the Administrative Agent and for itself) in writing at least ten days prior Restricted Subsidiary to the date of accession of such Person as an Additional Guarantor;
(D) 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
(E) provide a Loan Guarantee to the extent and for so long as the Incurrence of such Guarantee could reasonably be expected to give rise to or result in: (1) any violation of applicable law or regulation; (2) any liability for the officers, directors or (except in the case of a Restricted Subsidiary that is a partnership) shareholders of such Restricted Subsidiary (or, in the case of a Restricted Subsidiary that is a partnership, directors or shareholders of the partners of such partnership); (3) any cost, expense, liability or obligation (including with respect to any Taxes) other than reasonable out-of-pocket expenses and other than reasonable expenses incurred in connection with any governmental or regulatory filings required by as a result of, or any Intercreditor Agreementmeasures pursuant to this Section 4.16(c)(1) undertaken in connection with, such Guarantee, which in any case under any of clauses (1), (2) and (3) of Section 4.16(c) cannot be avoided through measures reasonably available to the Borrower or such Restricted Subsidiary; or (4) such Restricted Subsidiary is prohibited from Incurring such Guarantee by the terms of any Indebtedness existing on the Issue Date of such Restricted Subsidiary existing on the Effective Date that is not prepayable without a prepayment premium (in each case, other than Indebtedness Incurred to provide all or any portion of the funds utilized to consummate the transaction or series of related transactions pursuant to which such Person shall have entered into all documentation required became a Restricted Subsidiary); provided that this Section 4.16(c)(4) applies only for it so long as such prepayment premium applies to accede such Indebtedness. Notwithstanding anything to the contrary, the Borrower will not permit CSC TKR, LLC and its Subsidiaries to Incur any Indebtedness not in the ordinary course of business or Guarantee any Indebtedness unless such Subsidiary is or becomes a Guarantor and Pledgor on the date on which the Guarantee is Incurred and, if applicable, executes and delivers (x) a Joinder Agreement pursuant to which such Restricted Subsidiary will provide a Loan Guarantee, which Guarantee will be senior to or acknowledge pari passu with such Subsidiary’s Guarantee of such other Indebtedness and (as requiredy) any applicable Intercreditor Agreement as a “debtor” (or other relevant capacity) or an Additional Guarantor (as defined thereunder)Pledge Supplement.
(iii) The Administrative Agent shall notify the Company and the Lenders promptly upon being satisfied that the conditions specified in Section 10.21(c)(ii) have been satisfied.
Appears in 2 contracts
Samples: Credit Agreement (Altice USA, Inc.), Credit Agreement (Altice USA, Inc.)
Additional Guarantors. (i) Subject to Section 10.21(c)(ii)In the event that the Borrower shall request that certain Real Estate owned or leased by a Wholly-Owned Subsidiary of the Borrower be included as an Unencumbered Pool Asset, the Company or any Permitted Affiliate Parent mayBorrower shall as a condition thereto, upon not less than five Business Days prior written notice in addition to the Administrative Agentrequirements of §7.20, request that any Permitted Affiliate Parentcause each such Wholly-Owned Subsidiary, any Affiliate and each other Wholly-Owned Subsidiary or any member of the Restricted Group becomes Borrower which owns, directly or indirectly, Equity Interests in such Wholly-Owned Subsidiary, to execute and deliver to Agent a Joinder Agreement, and such Subsidiary shall become a Guarantor hereunder and thereunder. In addition, in the event any Subsidiary of the REIT shall constitute a Material Subsidiary pursuant to clause (c) of the definition thereof, Borrower shall promptly cause such Subsidiary to execute and deliver to Agent a Joinder Agreement, and such Subsidiary shall become a Subsidiary Guarantor hereunder. In addition, in the event any Subsidiary of REIT shall constitute a Material Subsidiary within the meaning of clause (d) of the definition thereof, the Borrower shall cause such Subsidiary, as a condition to such Subsidiary’s becoming an Additional obligor or guarantor with respect to such other Unsecured Indebtedness described therein, to execute and deliver to Agent a Joinder Agreement, and such Subsidiary shall thereby become a Subsidiary Guarantor under this hereunder. Each such Subsidiary shall be specifically authorized, in accordance with its respective organizational documents, to be a Guarantor hereunder and thereunder and to execute the Contribution Agreement.
(ii) Any . The Borrower shall further cause all representations, covenants and agreements in the Loan Documents with respect to the Guarantors to be true and correct with respect to each such Person referred Subsidiary. Additionally, notwithstanding anything to in Section 10.21(c)(i) may the contrary contained herein, for any Approved Foreign Entity which is required to become an Additional Subsidiary Guarantor if:
pursuant to this Agreement, Agent may require that such Approved Foreign Entity execute and deliver a separate Guaranty (Ain addition to or in lieu of a Joinder Agreement), which Guaranty shall contain such provisions as are reasonably required by Agent for purposes of aiding in the enforceability and collectability of such Guaranty (including, any judgment arising thereunder) against any such Person Subsidiary in its jurisdiction of organization, the jurisdiction in which Real Estate or other assets owned by such Approved Foreign Entity are located and in such other jurisdictions as the Company Agent may reasonably require. In connection with the delivery of any Joinder Agreement or separate Guaranty, the Borrower shall deliver to the Administrative Agent a xxxx completed and executed joinder agreement in form and substance reasonably satisfactory to the Administrative Agent;
(B) the Company confirms that no Event of Default is continuing or would occur as a result of such Person becoming an Additional Guarantor;
(C) the Administrative Agent (for and on behalf of the Lenders) shall have receivedcustomary organizational agreements, at least three Business Days prior to the date of accession of such Person as an Additional Guarantorresolutions, all documentation consents, opinions 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 Guarantor;
(D) 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 instruments as the Agent may reasonably satisfactory to the Administrative Agent; and
(E) to the extent required by any Intercreditor Agreement, such Person shall have entered into all documentation required for it to accede to or acknowledge (as required) any applicable Intercreditor Agreement as a “debtor” (or other relevant capacity) or an Additional Guarantor (as defined thereunder)require.
(iii) The Administrative Agent shall notify the Company and the Lenders promptly upon being satisfied that the conditions specified in Section 10.21(c)(ii) have been satisfied.
Appears in 2 contracts
Samples: Credit Agreement (Global Net Lease, Inc.), Credit Agreement (Global Net Lease, Inc.)
Additional Guarantors. (ia) Subject to Section 10.21(c)(iicompliance with paragraphs (c) and (d) of Clause 23.10 ("Know your customer" checks), the Company or any Permitted Affiliate Parent may, upon not less than five Business Days prior written notice to the Administrative Agent, Borrower may request that any Permitted Affiliate Parent, any Affiliate Subsidiary or any member of the Restricted Group becomes its Subsidiaries become an Additional Guarantor under this Agreement.
(ii) Any such Person referred or a Subsidiary must become an Additional Guarantor in order to in Section 10.21(c)(i) may comply with clause 25.5. That Subsidiary shall become an Additional Guarantor if:
(Ai) such Person and the Company deliver Borrower delivers to the Administrative Agent a xxxx duly completed and executed joinder agreement in form and substance reasonably satisfactory to the Administrative AgentAccession Letter executed as a deed;
(Bii) the Company confirms that no Event of Default is continuing or would occur as a result of such Person becoming an Additional Guarantor;
(C) 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 Guarantor, 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 Guarantor;
(D) the Administrative Agent has received all of the documents and other evidence listed in Part II of Schedule 10.21 2 (Conditions Precedent) in relation to such Personthat Additional Guarantor, each in form and substance reasonably satisfactory to the Administrative AgentAgent acting on the instructions of all Lenders;
(iii) the relevant member of the Group accedes to the Security Trust Deed as an "Additional Obligor" by signing and delivering to the Security Trustee a Security Trust Deed Accession Deed and any other documents or information required under the Security Trust Deed; and
(Eiv) the relevant member of the Group accedes to the extent Intercreditor Deed as an "Additional Obligor" by signing and delivering to the Security Trustee an Intercreditor Deed Accession Deed and any other documents or information required by any under the Intercreditor Agreement, such Person shall have entered into all documentation required for it to accede to or acknowledge (as required) any applicable Intercreditor Agreement as a “debtor” (or other relevant capacity) or an Additional Guarantor (as defined thereunder)Deed.
(iiib) The Administrative Agent shall notify the Company Borrower and the Lenders promptly upon being satisfied that it has received (in form and substance satisfactory to it acting on the conditions specified instructions of all Lenders) all the documents and other evidence listed in Section 10.21(c)(iiPart II of Schedule 2 (Conditions Precedent).
(c) have been satisfiedThe Agent shall not be liable for any damages, costs or losses to any person, any diminution in value or any liability whatsoever as a result of giving any such notification.
Appears in 2 contracts
Samples: Syndicated Facility Agreement (Metals Acquisition LTD), Syndicated Facility Agreement (Metals Acquisition Corp)
Additional Guarantors. (a) If, as of the date of the most recently available financial statements delivered pursuant to Section 5.01(a) or (b), as the case may be, any Subsidiary shall have become a Material Domestic Subsidiary (or shall be otherwise designated as a Material Domestic Subsidiary by the Borrower hereunder or under the Revolving Credit Agreement) or any Person shall have become a Material Foreign Subsidiary (or shall be otherwise designated as a Material Foreign Subsidiary by the Borrower hereunder or under the Revolving Credit Agreement), then the Borrower shall:
(i) Subject to Section 10.21(c)(ii)In the case of any such Subsidiary that becomes (or is so designated as) a Material Domestic Subsidiary, the Company within 30 days (or any Permitted Affiliate Parent may, upon not less than five Business Days prior written notice to the Administrative Agent, request that any Permitted Affiliate Parent, any Affiliate Subsidiary or any member such longer period of the Restricted Group becomes an Additional Guarantor under this Agreement.
(ii) Any such Person referred to in Section 10.21(c)(i) may become an Additional Guarantor if:
(A) such Person and the Company deliver to time as the Administrative Agent may agree in its sole discretion) after delivery of such financial statements, (1) cause such Material Domestic Subsidiary to enter into a xxxx completed Guaranty, or, if a Guaranty has previously been entered into by a Material Domestic Subsidiary (and executed remains in effect), a joinder agreement to such Guaranty in form and substance reasonably satisfactory to the Administrative Agent;
, (B2) the Company confirms that no Event of Default is continuing or would occur as a result of such Person becoming an Additional Guarantor;
(C) deliver to 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 Guarantor, each Lender all documentation and other information about such Person required by bank regulatory authorities under applicable “know your know-your-customer” and anti-money laundering rules and regulations, including under the Beneficial Ownership Regulations USA PATRIOT Act, and (3) (x) deliver to the Administrative Agent any certificates representing the Collateral consisting of Equity Interests issued by such information Material Domestic Subsidiary (to includethe extent such Equity Interests are certificated) and Equity Interests owned by such Material Domestic Subsidiary (to the extent such Equity Interests are certificated and other than Excluded Collateral), (y) deliver to the Administrative Agent such joinder agreements, amendments and supplements to the relevant Security Documents or such other documents as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of the Secured Parties, a Lien on the Collateral owned by such Material Domestic Subsidiary (other than Excluded Collateral) and (z) take all actions necessary to cause such Lien to be duly perfected to the extent required by the Security Documents in accordance with all applicable laws.
(ii) In the case of any Person that becomes (or is so designated as) a Material Foreign Subsidiary, within 90 days (or such longer period of time as the Administrative Agent may agree in its sole discretion) after delivery of such financial statements, (i) deliver to the Administrative Agent such amendments and supplements to the relevant Security Documents or such additional Security Documents (including a Non-U.S. Pledge Agreement) as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of Secured Parties, a Lien on the Collateral consisting of the Equity Interests issued by such Material Foreign Subsidiary (other than Excluded Collateral) and (ii) take all actions necessary to cause such Lien to be duly perfected to the extent required by the Security Documents in accordance with all applicable laws. For the avoidance of doubt, no Domestic Subsidiary shall be required to become a Beneficial Ownership Certification for each entity Guarantor merely due to its ownership of Equity Interests in any Domestic Subsidiary that qualifies as a “legal entity customer” thereunderowns real property.
(b) and the USA Patriot Act, and satisfactory to each Finance Party (acting reasonably), that has been If requested by the Administrative Agent (for itself or on behalf of any Lender) or any Lender (through Agent, the Administrative Agent and shall receive an opinion of counsel for itself) in writing at least ten days prior the Borrower (or local counsel to the date of accession of such Person as an Additional Guarantor;
(D) the Administrative Agent has received all of to the documents and other evidence listed extent customary in Schedule 10.21 in relation to such Person, each an Applicable Foreign Jurisdiction) in form and substance reasonably satisfactory to the Administrative Agent; andAgent in respect of matters reasonably requested by the Administrative Agent relating to any Guaranty or joinder agreement or the amendments and supplements to the Security Documents or additional Security Documents delivered pursuant to this Section, dated as of the date of such Guaranty or joinder agreement, amendments and supplements or additional Security Documents.
(c) Notwithstanding the foregoing, the Borrower and the Guarantors shall not be required, nor shall the Administrative Agent be authorized, (A) to take any additional steps to perfect the above described pledges and security interests by any means other than by (1) filings pursuant to the Uniform Commercial Code in the office of the secretary of state (or similar central filing office) of the relevant States(State(s) and filings with the USPTO and the USCO and (2) delivery to the Administrative Agent to be held in its possession of all Collateral consisting of stock certificates evidencing Equity Interests issued by the Guarantors (other than Holdings) and Material Foreign Subsidiaries, in each case as expressly required herein or by the Loan Documents, (B) to take any action with respect to any assets located outside of the United States other than, with respect to the pledge of the Equity Interests of any Material Foreign Subsidiary, the jurisdiction of organization of such Material Foreign Subsidiary (such jurisdiction, the “Applicable Foreign Jurisdiction”) (it being understood that there shall be no security agreements, pledge agreements or other Security Documents that will be governed under the laws of any non-U.S. jurisdiction other than, with respect to the pledge of the Equity Interests of any Material Foreign Subsidiary, the Applicable Foreign Jurisdiction), (C) to make or authorize any filings with respect to intellectual property other than filings with the USPTO and USCO, (D) to enter into any control agreement with respect to any Collateral or (E) to require the extent required by amendment of any Intercreditor Agreement, such Person shall have entered into all documentation required for it to accede to or acknowledge (as required) any applicable Intercreditor Agreement as a “debtor” (limited liability company agreements or other relevant capacity) organizational documents for any Subsidiary of the Borrower, the certification of uncertificated securities or an Additional Guarantor (as defined thereunder)the delivery of any director resignation letters in respect of any Foreign Subsidiaries.
(iii) The Administrative Agent shall notify the Company and the Lenders promptly upon being satisfied that the conditions specified in Section 10.21(c)(ii) have been satisfied.
Appears in 2 contracts
Samples: Term Loan Agreement (Uber Technologies, Inc), Term Loan Agreement (Uber Technologies, Inc)
Additional Guarantors. Solely at all times during the CSAG Period, the Loan Parties shall, within thirty (i30) Subject to Section 10.21(c)(iidays (or such later date as the Administrative Agent may agree in its sole discretion) after any Person becomes a Domestic Subsidiary (other than an Excluded Subsidiary), the Company or any Permitted Affiliate Parent may, upon not less than five Business Days prior written notice cause such Person to: (a) become a Guarantor by executing and delivering to the Administrative Agent, request that any Permitted Affiliate Parent, any Affiliate Subsidiary or any member of the Restricted Group becomes an Additional Agent a Guarantor under this Joinder Agreement.
; and (iib) Any such Person referred to in Section 10.21(c)(i) may become an Additional Guarantor if:
(A) such Person and the Company deliver to the Administrative Agent a xxxx completed such Organizational Documents, resolutions and executed joinder agreement in form and substance customary opinions of counsel relating to such Guarantor substantially consistent with those delivered with respect to the Guarantors on the First Amendment Effectiveness Date or otherwise reasonably satisfactory to the Administrative Agent;
. Notwithstanding anything to the contrary contained herein or in any other Loan Document: (i) if, at any time, any Subsidiary (other than an Excluded Subsidiary described in clauses (b) or (e) of the definition thereof) provides a guaranty with respect to any Material Indebtedness of any Loan Party or any Domestic Subsidiary (other than any FSHCO) (including, without limitation, any Material Indebtedness incurred pursuant to Section 8.02(b)(vi), the 2021 / 2023 / 2028 Notes and the 2026 Notes), within thirty (30) days (or such later date as the Administrative Agent may agree to in its sole discretion) of the provision of such guaranty, cause such Person to (A) become a Guarantor by executing and delivering to the Administrative Agent a Guarantor Joinder Agreement, and (B) the Company confirms that no Event of Default is continuing or would occur as a result of such Person becoming an Additional Guarantor;
(C) deliver to the Administrative Agent (for and on behalf such applicable documents of the Lenderstype referred to in clause (b) shall have received, at least three Business Days prior above; and (ii) notwithstanding anything to the date contrary herein or in any other Loan Document, any Subsidiary that is or becomes a Guarantor shall remain a Guarantor at all times during the CSAG Period, unless released in accordance with the terms of accession of such Person as an Additional Guarantor, all documentation and other information about such Person required under applicable “know your customer” and anti-money laundering rules and regulations, including under this Agreement in 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) circumstances described in writing at least ten days prior to the date of accession of such Person as an Additional Guarantor;
(D) 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
(E) to the extent required by any Intercreditor Agreement, such Person shall have entered into all documentation required for it to accede to or acknowledge (as required) any applicable Intercreditor Agreement as a “debtor” (or other relevant capacity) or an Additional Guarantor (as defined thereunderSection 10.10(a)(ii).
(iii) The Administrative Agent shall notify the Company and the Lenders promptly upon being satisfied that the conditions specified in Section 10.21(c)(ii) have been satisfied.
Appears in 2 contracts
Samples: Credit Agreement (Spirit AeroSystems Holdings, Inc.), Credit Agreement (Spirit AeroSystems Holdings, Inc.)
Additional Guarantors. (a) The Company shall procure that each of its Material Subsidiary incorporated outside the PRC (other than Meadville Aspocomp (BVI) Holdings Limited and its Subsidiaries) becomes a Guarantor within 14 days of it becoming a Material Subsidiary.
(b) If the Company:
(i) Subject to Section 10.21(c)(ii), the Company or any Permitted Affiliate Parent may, upon not less than five Business Days prior written notice to the Administrative Agent, request requests that any Permitted Affiliate Parent, any Affiliate Subsidiary or any member one of the Restricted Group its Subsidiaries becomes an Additional Guarantor under this Agreement.Guarantor; or
(ii) Any such Person referred is required to make one of its Subsidiaries an Additional Guarantor, it must give not less than 10 Business Days prior notice to the Facility Agent (and the Facility Agent must promptly notify the Lenders).
(c) If the accession of an Additional Guarantor requires any Finance Party to carry out customer due diligence requirements in Section 10.21(c)(icircumstances where the necessary information is not already available to it, the Company must promptly on request by any Finance Party supply to that Finance Party any documentation or other evidence which is reasonably requested by that Finance Party (whether for itself, on behalf of any Finance Party or any prospective new Lender) may to enable a Finance Party or prospective new Lender to carry out and be satisfied with the results of all applicable customer due diligence requirements.
(d) If one of the Subsidiaries of the Company is to become an Additional Guarantor, then the Company must (following consultation with the Facility Agent) deliver to the Facility Agent the relevant documents and evidence listed in Part 2 of Schedule 2 (Conditions precedent documents).
(e) The relevant Subsidiary will become an Additional Guarantor if:
(A) such Person when the Facility Agent notifies the other Finance Parties and the Company deliver to the Administrative Agent a xxxx completed and executed joinder agreement in form and substance reasonably satisfactory to the Administrative Agent;
(B) the Company confirms that no Event of Default is continuing or would occur as a result of such Person becoming an Additional Guarantor;
(C) 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 Guarantor, 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 Guarantor;
(D) the Administrative Agent it has received all of the documents and other evidence listed referred to in Schedule 10.21 in relation to such Person, each paragraph (c) above in form and substance reasonably satisfactory to it (acting on the Administrative Agent; and
(E) to instructions of the extent required by any Intercreditor Agreement, such Person shall have entered into all documentation required for it to accede to or acknowledge (Majority Lenders). The Facility Agent must give this notification as required) any applicable Intercreditor Agreement soon as a “debtor” (or other relevant capacity) or an Additional Guarantor (as defined thereunder)reasonably practicable.
(iiif) The Administrative Delivery of an Accession Agreement, entered into by the relevant Subsidiary and the Company, to the Facility Agent shall notify constitutes confirmation by that Subsidiary and the Company and the Lenders promptly upon being satisfied that the conditions specified in Section 10.21(c)(ii) have been satisfiedRepeating Representations are correct as at the date of delivery.
Appears in 2 contracts
Samples: Credit Agreement (TTM Technologies Inc), Credit Agreement (TTM Technologies Inc)
Additional Guarantors. (a) Notify the Administrative Agent of any domestic Wholly-Owned Subsidiary of the Borrowers that directly (x) owns in fee simple or ground leases any real property assets that are not encumbered by a Lien (each, an “Unencumbered Subsidiary”) or (y) owns assets that are projected to generate an amount of Net Operating Income (without giving effect to Net Operating Income of any Subsidiary owned by such Wholly-Owned Subsidiary) equal to or greater than 2% of the Net Operating Income of AIMCO for the next calendar quarter (each, a “Material Subsidiary”; each Unencumbered Subsidiary and each Material Subsidiary herein referred to as a “Bottom Tier Subsidiary”), and, subject to the remainder of this Section 6.12(a), promptly thereafter (and in any event within 60 days (or such longer period as is agreed to in writing by the Administrative Agent in its sole discretion)), cause such Person (other than another Borrower) to (i) Subject to Section 10.21(c)(ii), the Company or any Permitted Affiliate Parent may, upon not less than five Business Days prior written notice become a Guarantor by executing and delivering to the Administrative Agent, request that any Permitted Affiliate Parent, any Affiliate Subsidiary or any member Agent a counterpart of the Restricted Group becomes an Additional Guarantor under this Agreement.
Guaranty or such other document as the Administrative Agent shall deem appropriate for such purpose and (ii) Any such Person referred to in Section 10.21(c)(i) may become an Additional Guarantor if:
(A) such Person and the Company deliver to the Administrative Agent a xxxx completed the documents referred to in clauses (iii) and executed joinder agreement (iv) of Section 4.01(a) and, if required by the Administrative Agent, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in form clause (i) of this Section 6.12(a)), all in form, content and substance scope reasonably satisfactory to the Administrative Agent;. If a Bottom Tier Subsidiary is prohibited from providing a Guaranty by Contractual Obligation, Organization Documents or applicable Law, then no Guaranty from such Subsidiary shall be required, and, subject to the remainder of this Section 6.12(a), the Borrowers shall cause each domestic Wholly-Owned Subsidiary which is not then a Guarantor and which owns an Equity Interest in the Bottom Tier Subsidiary (each, a “Second Tier Subsidiary”) to instead execute and deliver the Guaranty. If a Second Tier Subsidiary is prohibited from providing a Guaranty by Contractual Obligation, Organization Documents or applicable Law, then no Guaranty from such Subsidiary shall be required, and, subject to the remainder of this Section 6.12(a) the Borrowers shall cause each domestic Wholly-Owned Subsidiary which is not then a Guarantor and which owns an Equity Interest in the Second Tier Subsidiary to instead execute and deliver the Guaranty (to the extent such guaranty is not prohibited by Contractual Obligation, Organization Documents or applicable Law). If a Bottom Tier Subsidiary is a Wholly-Owned Subsidiary of one or more existing Guarantors, and there is no intervening debt obligation between such Subsidiary and such Guarantor(s), then no Guaranty from such Bottom Tier Subsidiary shall be required.
(Bb) the Company confirms With respect to any Wholly-Owned Subsidiary that no Event of Default is continuing or would occur becomes a Guarantor pursuant to Section 6.12(a) (other than any Unencumbered Subsidiary unless and until it qualifies as a result Material Subsidiary) and promptly after such Wholly-Owned Subsidiary becomes a Guarantor (or, in the case of any Unencumbered Subsidiary which was not a Material Subsidiary at the time it became a Guarantor, promptly after such Person becoming an Additional Guarantor;
Unencumbered Subsidiary qualifies as a Material Subsidiary), and in any event within 20 days thereof (Cor such longer period as is agreed to in writing by the Administrative Agent in its sole discretion), the Borrowers shall cause the Stock or other Equity Interest in such Wholly-Owned Subsidiary that becomes a Guarantor to be pledged to the Administrative Agent for the benefit of the Lenders as Collateral under this Agreement and each Pledge Agreement (to the extent not prohibited by Contractual Obligation or Organization Documents). Borrowers or any applicable Subsidiary (to the extent not prohibited by Contractual Obligation or Organization Documents) shall execute and/or deliver to the Administrative Agent (i) such amendments or joinders to the Pledge Agreements (or if such Person has not previously executed a Pledge Agreement, then a new Pledge Agreement) as the Administrative Agent deems reasonably necessary or desirable to grant to the Administrative Agent for and on behalf the benefit of the Lenders) shall have received, at least three Business Days prior Lenders a perfected first priority security interest in the Stock or other Equity Interest of such new Guarantor in accordance with the Pledge Agreements and deliver to the date of accession of Administrative Agent the certificates representing such Person as an Additional Guarantor, all documentation and other information about such Person required under applicable “know your customer” and anti-money laundering rules and regulations, including under Stock or Equity Interest (to 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 reasonablyextent certificated), that has been together with undated stock powers or other appropriate instruments of transfer requested by the Administrative Agent Agent, in blank, executed and delivered by a duly authorized officer and (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 Guarantor;
(Dii) the Administrative Agent has received all of the documents and other evidence listed referred to in Schedule 10.21 in relation to such Person, each in form and substance reasonably satisfactory to the Administrative Agent; and
(E) to the extent required by any Intercreditor Agreement, such Person shall have entered into all documentation required for it to accede to or acknowledge (as required) any applicable Intercreditor Agreement as a “debtor” (or other relevant capacity) or an Additional Guarantor (as defined thereunder).
clauses (iii) The and (iv) of Section 4.01(a) and, if required by Administrative Agent Agent, favorable opinions of counsel to such Person (which shall notify cover, among other things, the Company legality, validity, binding effect and enforceability of the Lenders promptly upon being satisfied that the conditions specified documentation referred to in clause (i) of this Section 10.21(c)(ii) have been satisfied6.12(b)).
Appears in 2 contracts
Samples: Senior Secured Credit Agreement (Aimco Properties L.P.), Senior Secured Credit Agreement (Aimco Properties L.P.)
Additional Guarantors. Notify the Administrative Agent at the time that any Person becomes a Restricted Subsidiary of the Borrower, and promptly thereafter (and in any event within 15 days), cause (a) such Person to (i) Subject to Section 10.21(c)(ii), the Company or any Permitted Affiliate Parent may, upon not less than five Business Days prior written notice become a Guarantor by executing and delivering to the Administrative Agent, request that any Permitted Affiliate Parent, any Affiliate Subsidiary or any member Agent a counterpart of the Restricted Group becomes an Additional Guarantor under this Agreement.
Guaranty or a joinder thereto in the form attached as Exhibit F, and (ii) Any such Person referred to in Section 10.21(c)(i) may become an Additional Guarantor if:
(A) such Person and the Company deliver to the Administrative Agent a xxxx completed documents of the types referred to in clauses (iv) and executed joinder agreement in form and substance reasonably satisfactory to (v) of Section 4.01(a) and, upon request of the Administrative Agent;
(B) the Company confirms that no Event , favorable opinions of Default is continuing or would occur as a result of counsel to such Person becoming an Additional Guarantor;
(C) which shall cover, among other things, the Administrative Agent (for legality, validity, binding effect and on behalf enforceability of the Lenders) shall have received, at least three Business Days prior documentation referred to the date of accession of such Person as an Additional Guarantorin clause (a)(i)), all documentation in form, content 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 Guarantor;
(D) 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 scope reasonably satisfactory to the Administrative Agent; and
and (Eb) (i) cause all of the Equity Interest of such Person to be pledged to the extent Administrative Agent to secure the Obligations by executing and delivering the Pledge and Security Agreement or a joinder thereto in the form attached as Exhibit G, (ii) pursuant to the Pledge and Security Agreement, deliver or cause the applicable Restricted Subsidiary to deliver to Administrative Agent all certificates, stock powers and other documents required by the Pledge and Security Agreement with respect to all such Equity Interests of any Intercreditor Agreementsuch Restricted Subsidiary, such Person shall have entered into all documentation required for it to accede to or acknowledge (as required) any applicable Intercreditor Agreement as a “debtor” (or other relevant capacity) or an Additional Guarantor (as defined thereunder).
(iii) The take or cause the applicable Restricted Subsidiary to take such other actions, all as may be necessary to provide the Administrative Agent with a first priority perfected pledge or and security interest in such Equity Interests in such Restricted Subsidiary, and (iv) deliver to the Administrative Agent documents of the types referred to in clauses (iv) and (v) of Section 4.01(a) and, upon the request of the Administrative Agent, favorable opinions of counsel to such Person (which shall notify cover, among other things, the Company legality, validity, binding effect and enforceability of the Lenders promptly upon being satisfied that documentation referred to in clause (b)(i)), all in form, content and scope reasonably satisfactory to the conditions specified in Section 10.21(c)(ii) have been satisfiedAdministrative Agent.
Appears in 2 contracts
Samples: Credit Agreement (Copano Energy, L.L.C.), Credit Agreement (Copano Energy, L.L.C.)
Additional Guarantors. (i) Subject The Company shall take all such action, and shall cause each of its Subsidiaries to Section 10.21(c)(ii)take all such action, from time to time as shall be necessary or advisable to ensure that all Subsidiaries are Guarantors under the Guaranty. If the Company or any Permitted Affiliate Parent mayof its Subsidiaries is permitted to form or acquire any new Subsidiary pursuant to Section 9.9, upon not less than the Company shall, or shall cause such new Subsidiary to, within five Business Days prior written notice (5) days after receipt of the Purchaser’s consent to such formation or acquisition, execute and deliver (or cause the execution and delivery of): (a) a joinder agreement to the Administrative AgentGuaranty, request that any Permitted Affiliate Parentin form and substance satisfactory to the Purchaser, any Affiliate pursuant to which such Subsidiary or any member of the Restricted Group becomes an Additional Guarantor under this Agreement.
(iiand its Subsidiaries, if any) Any such Person referred to in Section 10.21(c)(i) may would become an Additional Guarantor if:
a Guarantor, (Ab) such Person collateral security agreements, instrument and the Company deliver to the Administrative Agent a xxxx completed and executed joinder agreement other documents, in form and substance reasonably satisfactory to the Administrative Agent;
Purchaser, under which such Subsidiary would grant a valid first priority security interest and lien (Bsubject only to the Liens of the Senior Lender) the Company confirms that no Event of Default is continuing or would occur as a result on all assets, properties and rights of such Person becoming an Additional Guarantor;
Subsidiary to secure the payment and performance in full of all Guarantied Obligations, (Cc) the Administrative Agent if such Subsidiary has any Subsidiaries, pledge agreements, together with (for and on behalf i) certificates representing all of the LendersCapital Stock of any Person owned by such Subsidiary and (ii) shall have receivedundated stock powers executed in blank, at least three Business Days prior to the date of accession of (d) such Person other agreements, instruments, approvals or other documents as an Additional Guarantor, 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 may be requested by the Administrative Agent Purchaser in order to create, perfect, establish, and maintain a valid, first priority, perfected security interest and Lien in favor of the Purchaser (for itself or on behalf subject only to the Liens of any the Senior Lender) or any Lender (through to effect the Administrative Agent and for itself) in writing at least ten days prior to the date of accession of intent that such Person as an Additional Guarantor;
(D) the Administrative Agent has received Subsidiary shall become bound by all of the documents terms, covenants and agreements contained in the other evidence listed in Schedule 10.21 in relation Investment Documents to which Guarantors are parties, and (e) opinions of counsel to the Company or such Subsidiary as to such Personmatters as the Purchaser may request. In addition, each in form and substance reasonably satisfactory the Company shall grant to the Administrative Agent; and
Purchaser a valid first priority, perfected security interest and Lien (E) subject only to the extent required by Liens of the Senior Lender) in and to the Capital Stock of any Intercreditor Agreement, such Person shall have entered into all documentation required for it Subsidiary to accede to or acknowledge (as required) any applicable Intercreditor Agreement as a “debtor” (or other relevant capacity) or an Additional Guarantor (as defined thereunder)secure the Guarantied Obligations.
(iii) The Administrative Agent shall notify the Company and the Lenders promptly upon being satisfied that the conditions specified in Section 10.21(c)(ii) have been satisfied.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Levine Leichtman Capital Partners Ii Lp), Securities Purchase Agreement (Overhill Farms Inc)
Additional Guarantors. (ia) Subject Not later than 30 days (or such longer period as the Administrative Agent may agree) after the date required for delivery of any quarterly or annual financial statements pursuant to Section 10.21(c)(ii)6.01, if any Domestic Subsidiary (other than a Bank Subsidiary or an Excluded Domestic Subsidiary) that is not a Guarantor as of the period end date of such financial statements would qualify as of such period end date as a Significant Subsidiary or (b) promptly (or such period as the Administrative Agent may agree) after the date that any Subsidiary becomes a guarantor with respect to the Term Loan Agreement, the Company or any Permitted Affiliate Parent may, upon not less than five Business Days prior written notice shall cause such Subsidiary to the Administrative Agent, request that any Permitted Affiliate Parent, any Affiliate Subsidiary or any member of the Restricted Group becomes an Additional Guarantor under this Agreement.
(ii) Any such Person referred to in Section 10.21(c)(i) may become an Additional Guarantor if:
(A) such Person execute and the Company deliver to the Administrative Agent a xxxx completed Subsidiary Guaranty Supplement pursuant to which such Subsidiary agrees to be bound by the terms and executed joinder agreement in form provisions of the Subsidiary Guaranty, accompanied by (i) all other Loan Documents related thereto, (ii) certified copies of the certificates or articles of incorporation, organization or formation, by-laws, limited liability company agreements, partnership agreements, and substance reasonably satisfactory other applicable Organization Documents, appropriate authorizing resolutions of the board of directors, board of managers, or comparable body, and opinions of counsel for such Subsidiary comparable to those delivered pursuant to Section 4.01, and (iii) such other documents as the Administrative Agent;
Agent may reasonably request. The Company may request that any Guarantor cease to be a Guarantor and be released and discharged from its obligations under the Subsidiary Guaranty if (i) the Equity Interests of such Guarantor are being sold or otherwise disposed of, or such Guarantor is being dissolved, in a transaction not prohibited by the terms of this Agreement, or (ii) such Guarantor both (A) (x) has ceased to qualify as a Significant Subsidiary as indicated by the most recent quarterly or annual financial statements delivered pursuant to Section 6.01 or (y) after giving pro forma effect to any Asset Sale or sale or other disposition made by such Guarantor or Subsidiaries of such Guarantor as if such Asset Sale or disposition occurred during the most recent period for which financial statements have been delivered pursuant to Section 6.01, would cease to qualify as a Significant Subsidiary and (B) has or is being released as a guarantor of the obligations of the Company confirms that no Event of Default is continuing or would occur and/or the Borrowers, as a result of such Person becoming an Additional Guarantor;
(C) the Administrative Agent (for and on behalf of the Lenders) shall have receivedapplicable, at least three Business Days prior to the date of accession of such Person as an Additional Guarantor, 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 Term Loan Agreement (such information to include, for the avoidance of doubt, a Beneficial Ownership Certification for each entity that qualifies as a “legal entity customer” thereunder) if 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 Guarantor;
(D) 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
(E) to the extent required by any Intercreditor Agreementthen existing, such Person shall have entered into all documentation required for it to accede to or acknowledge (as required) any applicable Intercreditor Agreement as a “debtor” (or other relevant capacity) or an Additional Guarantor (as defined thereunderapplicable).
(iii) The Administrative Agent shall notify the Company and the Lenders promptly upon being satisfied that the conditions specified in Section 10.21(c)(ii) have been satisfied.
Appears in 2 contracts
Samples: Credit Agreement (Global Payments Inc), Credit Agreement (Global Payments Inc)
Additional Guarantors. (a) Concurrently with the delivery of the financial statements referred to in Sections 6.01(a) and (b) (or, if earlier, within three (3) Business Days after the date such New Subsidiary (as hereinafter defined) becomes a guarantor of, or otherwise incurs a payment obligation under, the Indebtedness evidenced by the notes issued pursuant to any KWI Note Indenture (or such longer period as the Administrative Agent shall agree)) (such date, the “Notification Date”);
(i) Subject to Section 10.21(c)(ii), the Company or any Permitted Affiliate Parent may, upon not less than five Business Days prior written notice to notify the Administrative Agent, request that any Permitted Affiliate Parent, any Affiliate Subsidiary or any member Agent in writing of the Restricted Group becomes an Additional existence of each Required Subsidiary Guarantor under this Agreement.that is not at such time a Guarantor (each such Person being referred to as a “New Subsidiary”); and
(ii) Any such Person referred to in Section 10.21(c)(i) may become an Additional Guarantor if:
(A) such Person and the Company deliver to provide the Administrative Agent a xxxx completed and executed joinder agreement in form and substance reasonably satisfactory with the U.S. taxpayer identification for each such New Subsidiary (or the equivalent thereof, with respect to any such Foreign Subsidiary). In addition, the Administrative Agent;
(B) the Company confirms that no Event of Default is continuing or would occur as a result of such Person becoming an Additional Guarantor;
(C) Parent Borrower shall promptly provide the Administrative Agent (for with any 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 Guarantor, all documentation and other information about that the Administrative Agent, or any Lender through the Administrative Agent, reasonably requests in order to comply with the Administrative Agent’s or such Person required Lender’s obligations under applicable “know your customer” and applicable anti-money laundering rules and regulations, including under the PATRIOT Act and the Beneficial Ownership Regulations Regulation; and
(b) Within 5 Business Days after the Notification Date (or such information longer period as the Administrative Agent shall agree), cause each such New Subsidiary (to includethe extent such New Subsidiary is not an Excluded Subsidiary) to:
(i) become a Guarantor by executing and delivering to the Administrative Agent a New York law joinder agreement in substantially the form attached hereto as Exhibit E; provided that any Guarantee provided by a Foreign Subsidiary shall be subject to any local law limitations on such Guarantee which are applicable to such Foreign Subsidiary as may be agreed between the Parent Borrower, for such Foreign Subsidiary and the avoidance of doubtAdministrative Agent, a Beneficial Ownership Certification for each entity that qualifies acting reasonably, and as a “legal entity customer” thereunderspecified in the applicable joinder agreement; and
(ii) deliver to the Administrative Agent (x) the items referenced in Section 4.01(a)(iii) and the USA Patriot Act, (iv) with respect to such New Subsidiary and satisfactory to each Finance Party (acting reasonably), that has been y) if reasonably requested by the Administrative Agent Agent, favorable opinions of counsel (for itself or on behalf which counsel may be in-house counsel in the case of any Lender) or any Lender (through a New Subsidiary that is a Domestic Subsidiary, and shall otherwise be reasonably acceptable to the Administrative Agent), addressed to the Administrative Agent and for itself) in writing at least ten days prior each Lender, as to such matters concerning such New Subsidiary and the date of accession of Loan Documents to which such Person New Subsidiary is a party as an Additional Guarantor;
(D) the Administrative Agent has received may reasonably request all of the documents in form, content and other evidence listed in Schedule 10.21 in relation to such Person, each in form and substance scope reasonably satisfactory to the Administrative Agent; and
(E) . Notwithstanding anything to the extent required by any Intercreditor contrary contained in this Agreement, in the event that the results of any such Person shall have entered into all documentation required for it to accede to “know your customer” or acknowledge (as required) any applicable Intercreditor Agreement as a “debtor” (or other relevant capacity) or an Additional Guarantor (as defined thereunder).
(iii) The similar investigation conducted by the Administrative Agent with respect to any Subsidiary is not reasonably satisfactory to the Administrative Agent, such Subsidiary shall notify the Company and the Lenders promptly upon being satisfied that the conditions specified in Section 10.21(c)(ii) have been satisfiednot be permitted to become a Guarantor.
Appears in 2 contracts
Samples: Credit Agreement (Kennedy-Wilson Holdings, Inc.), Credit Agreement (Kennedy-Wilson Holdings, Inc.)
Additional Guarantors. Borrower shall notify Administrative Agent at the time that any Person becomes a Subsidiary, and promptly thereafter (and in any event within 10 days) Borrower shall (a) execute and deliver, or cause to be executed and delivered, to Administrative Agent all Security Documents, stock certificates, stock powers and other agreements and instruments as may be requested by Administrative Agent to ensure that Administrative Agent has a perfected security interest in all Equity Interests held by any Obligated Party in such Subsidiary, and (b) cause such Person to (i) Subject become a Guarantor by executing and delivering to Section 10.21(c)(iiAdministrative Agent a Guaranty (or a joinder to any existing Guaranty), the Company or any Permitted Affiliate Parent may, upon not less than five Business Days prior written notice to the Administrative Agent, request that any Permitted Affiliate Parent, any Affiliate Subsidiary or any member of the Restricted Group becomes an Additional Guarantor under this Agreement.
(ii) Any execute and deliver all Security Documents requested by Administrative Agent pledging to Administrative Agent for the benefit of the Secured Parties all of its Property (subject to such Person referred exceptions as Administrative Agent may permit), subject, with respect to Oil and Gas Properties, the limitations set forth in Section 10.21(c)(iclause (iii) may become an Additional Guarantor if:
(A) such Person below and the Company deliver take all actions required by Administrative Agent to grant to the Administrative Agent for the benefit of Secured Parties a xxxx completed and executed joinder agreement perfected first priority Lien on such property, including the filing of UCC financing statements in form and substance reasonably satisfactory to the such jurisdictions as may be requested by Administrative Agent;
, (Biii) with respect to each Oil and Gas Property owned by such Subsidiary, execute, acknowledge and deliver a Mortgage or Mortgages and evidence of the Company confirms that no Event proper recordation of Default is continuing or would occur as a result each such Mortgage in the appropriate filing office, in each case, sufficient to cause the Recognized Value of such Person becoming an Additional Guarantor;
the Mortgaged Properties to be not less than the Required Reserve Value, (Civ) the deliver to Administrative Agent (for title opinions and/or other title information and on behalf of the Lenders) data acceptable to Administrative Agent such that Administrative Agent shall have received, at least three Business Days prior together with the title information previously delivered to Administrative Agent, acceptable title information regarding those Oil and Gas Properties that in the date aggregate represent not less than 80% of accession the Recognized Value of all Proved Oil and Gas Properties evaluated in the most recent Reserve Report; and (v) deliver to Administrative Agent such other documents and instruments as Administrative Agent may reasonably require, including appropriate favorable opinions of counsel to such Person as an Additional Guarantorin form, all documentation content 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 Guarantor;
(D) 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 scope reasonably satisfactory to the Administrative Agent; and
(E) to the extent required by any Intercreditor Agreement, such Person shall have entered into all documentation required for it to accede to or acknowledge (as required) any applicable Intercreditor Agreement as a “debtor” (or other relevant capacity) or an Additional Guarantor (as defined thereunder).
(iii) The Administrative Agent shall notify the Company and the Lenders promptly upon being satisfied that the conditions specified in Section 10.21(c)(ii) have been satisfied.
Appears in 2 contracts
Samples: Credit Agreement (Granite Ridge Resources, Inc.), Credit Agreement (Granite Ridge Resources, Inc.)
Additional Guarantors. (a) If, as of the date of the most recently available financial statements delivered pursuant to Section 5.01(a) or (b), as the case may be, any Subsidiary shall have become a Material Domestic Subsidiary (or shall be otherwise designated as a Material Domestic Subsidiary by the Borrower hereunder or under the Revolving Credit Agreement) or any Person shall have become a Material Foreign Subsidiary (or shall be otherwise designated as a Material Foreign Subsidiary by the Borrower hereunder or under the Revolving Credit Agreement), then the Borrower shall:
(i) Subject to Section 10.21(c)(ii)In the case of any such Subsidiary that becomes (or is so designated as) a Material Domestic Subsidiary, the Company within 30 days (or any Permitted Affiliate Parent may, upon not less than five Business Days prior written notice to the Administrative Agent, request that any Permitted Affiliate Parent, any Affiliate Subsidiary or any member such longer period of the Restricted Group becomes an Additional Guarantor under this Agreement.
(ii) Any such Person referred to in Section 10.21(c)(i) may become an Additional Guarantor if:
(A) such Person and the Company deliver to time as the Administrative Agent may agree in its sole discretion) after delivery of such financial statements, (1) cause such Material Domestic Subsidiary to enter into a xxxx completed Guaranty, or, if a Guaranty has previously been entered into by a Material Domestic Subsidiary (and executed remains in effect), a joinder agreement to such Guaranty in form and substance reasonably satisfactory to the Administrative Agent;
, (B2) the Company confirms that no Event of Default is continuing or would occur as a result of such Person becoming an Additional Guarantor;
(C) deliver to 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 Guarantor, each Lender all documentation and other information about such Person required by bank regulatory authorities under applicable “know your know-your-customer” and anti-money laundering rules and regulations, including under the Beneficial Ownership Regulations USA PATRIOT Act, and (3) (x) deliver to the Administrative Agent any certificates representing the Collateral consisting of Equity Interests issued by such information Material Domestic Subsidiary (to includethe extent such Equity Interests are certificated) and Equity Interests owned by such Material Domestic Subsidiary (to the extent such Equity Interests are certificated and other than Excluded Collateral), (y) deliver to the Administrative Agent such joinder agreements, amendments and supplements to the relevant Security Documents or such other documents as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, for the avoidance benefit of doubtthe Secured Parties, a Beneficial Ownership Certification for each entity that qualifies as a “legal entity customer” thereunderLien on the Collateral owned by such Material Domestic Subsidiary (other than Excluded Collateral) and (z) take all actions necessary to cause such Lien to be duly perfected to the USA Patriot Actextent required by the Security Documents in accordance with all applicable laws.
(ii) In the case of any Person that becomes (or is so designated as) a Material Foreign Subsidiary, within 90 days (or such longer period of time as the Administrative Agent may agree in its sole discretion) after delivery of such financial statements, (i) deliver to the Administrative Agent such amendments and satisfactory supplements to each Finance Party the relevant Security Documents or such additional Security Documents (acting reasonably)including a Non-U.S. Pledge Agreement) as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, that has been for the benefit of Secured Parties, a Lien on the Collateral consisting of the Equity Interests issued by such Material Foreign Subsidiary (other than Excluded Collateral) and (ii) take all actions necessary to cause such Lien to be duly perfected to the extent required by the Security Documents in accordance with all applicable laws.
(b) If requested by the Administrative Agent (for itself or on behalf of any Lender) or any Lender (through Agent, the Administrative Agent and shall receive an opinion of counsel for itself) in writing at least ten days prior the Borrower (or local counsel to the date of accession of such Person as an Additional Guarantor;
(D) the Administrative Agent has received all of to the documents and other evidence listed extent customary in Schedule 10.21 in relation to such Person, each an Applicable Foreign Jurisdiction) in form and substance reasonably satisfactory to the Administrative Agent; andAgent in respect of matters reasonably requested by the Administrative Agent relating to any Guaranty or joinder agreement or the amendments and supplements to the Security Documents or additional Security Documents delivered pursuant to this Section, dated as of the date of such Guaranty or joinder agreement, amendments and supplements or additional Security Documents.
(c) Notwithstanding the foregoing, the Borrower and the Guarantors shall not be required, nor shall the Administrative Agent be authorized, (A) to take any additional steps to perfect the above described pledges and security interests by any means other than by (1) filings pursuant to the Uniform Commercial Code in the office of the secretary of state (or similar central filing office) of the relevant State(s) and filings with the USPTO and the USCO and (2) delivery to the Administrative Agent to be held in its possession of all Collateral consisting of stock certificates evidencing Equity Interests issued by the Guarantors (other than Holdings) and Material Foreign Subsidiaries, in each case as expressly required herein or by the Loan Documents, (B) to take any action with respect to any assets located outside of the United States other than, with respect to the pledge of the Equity Interests of any Material Foreign Subsidiary, the jurisdiction of organization of such Material Foreign Subsidiary (such jurisdiction, the “Applicable Foreign Jurisdiction”) (it being understood that there shall be no security agreements, pledge agreements or other Security Documents that will be governed under the laws of any non-U.S. jurisdiction other than, with respect to the pledge of the Equity Interests of any Material Foreign Subsidiary, the Applicable Foreign Jurisdiction), (C) to make or authorize any filings with respect to intellectual property other than filings with the USPTO and USCO, (D) to enter into any control agreement with respect to any Collateral or (E) to require the extent required by amendment of any Intercreditor Agreement, such Person shall have entered into all documentation required for it to accede to or acknowledge (as required) any applicable Intercreditor Agreement as a “debtor” (limited liability company agreements or other relevant capacity) organizational documents for any Subsidiary of the Borrower, the certification of uncertificated securities or an Additional Guarantor (as defined thereunder)the delivery of any director resignation letters in respect of any Foreign Subsidiaries.
(iii) The Administrative Agent shall notify the Company and the Lenders promptly upon being satisfied that the conditions specified in Section 10.21(c)(ii) have been satisfied.
Appears in 2 contracts
Samples: Term Loan Agreement (Uber Technologies, Inc), Term Loan Agreement (Uber Technologies, Inc)
Additional Guarantors. (a) Each of the Credit Parties shall cause (i) Subject to Section 10.21(c)(ii), the Company or any Permitted Affiliate Parent may, upon each of its Restricted Subsidiaries that is a Domestic Subsidiary (other than an Inactive Subsidiary) and not less than five Business Days prior written notice to the Administrative Agent, request that any Permitted Affiliate Parent, any Affiliate Subsidiary or any member existing as of the Restricted Group becomes an Additional Guarantor under this Agreement.
Closing Date, (ii) Any each of its Permitted Joint Ventures that becomes a Wholly-Owned Subsidiary of a Credit Party, (iii) each of its Inactive Subsidiaries that no longer qualifies as an Inactive Subsidiary and (iv) upon the repayment of the Solvay Bonds and any refinancing thereof permitted by Section 6.3(c) that prohibits Solvay LCC from becoming a U.S. Guarantor hereunder, Solvay LLC, to promptly become a U.S. Guarantor hereunder by promptly executing and delivering a Joinder Agreement, within thirty (30) days of the creation or acquisition of any such Person referred Restricted Subsidiary by a Credit Party, such Permitted Joint Venture becoming a Wholly-Owned Subsidiary of a Credit Party or the repayment of the Solvay Bonds (or such other Indebtedness of Solvay LLC), as applicable; provided, however, that in the case of any such Restricted Subsidiary which holds no assets and is formed solely to in Section 10.21(c)(ieffectuate a Permitted Acquisition, the thirty (30) may become an Additional Guarantor if:
day period referenced above shall begin on the earlier of (Ai) such Person and the Company deliver to the Administrative Agent a xxxx completed and executed joinder agreement in form and substance reasonably satisfactory to the Administrative Agent;
Restricted Subsidiary acquiring any assets or (Bii) the Company confirms that no Event consummation of Default is continuing or would occur as a result the Permitted Acquisition for which such Restricted Subsidiary was formed. The delivery of such Person becoming an Additional Guarantor;
documents shall be accompanied by such other documents as the Agents may reasonably request (C) the Administrative Agent (for including, without limitation, certificates of incorporation, articles of incorporation and on behalf bylaws, membership operating agreements, good standing certificates, opinion letters and appropriate resolutions of the Lenders) shall have received, at least three Business Days prior to the date Board of accession of such Person as an Additional Guarantor, 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 Directors 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 Guarantor;
(D) 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
(E) to the extent required by any Intercreditor Agreement, such Person shall have entered into all documentation required for it to accede to or acknowledge (as required) any applicable Intercreditor Agreement as a “debtor” (or other relevant capacity) or an Additional Guarantor (as defined thereunder).
(b) Each of the Credit Parties shall cause (i) each of its Restricted Subsidiaries incorporated under the laws of Canada or a province thereof (other than an Inactive Subsidiary) and not existing as of the Closing Date, (ii) each of its Permitted Joint Ventures incorporated under the laws of Canada that becomes a Wholly-Owned Subsidiary of a Credit Party and (iii) each of its Inactive Subsidiaries that no longer qualifies as an Inactive Subsidiary, to promptly become a Canadian Guarantor hereunder by promptly executing and delivering a Joinder Agreement, within thirty (30) days of the creation or acquisition of any such Restricted Subsidiary by a Credit Party or other Restricted Subsidiary of a Credit Party or such Permitted Joint Venture becoming a Wholly-Owned Subsidiary of a Credit Party; provided, however, that in the case of any such Restricted Subsidiary which holds no assets and is formed solely to effectuate a Permitted Acquisition, the thirty (30) day period referenced above shall begin on the earlier of (i) such Restricted Subsidiary acquiring any assets or (ii) the consummation of the Permitted Acquisition for which such Restricted Subsidiary was formed. The delivery of such documents shall be accompanied by such other documents as the Canadian Agent may reasonably request (including, without limitation, certificates of incorporation, articles of incorporation and bylaws, membership operating agreements, opinion letters and appropriate resolutions of the Board of Directors of any such Guarantor).
(c) In the event that a Borrower or any Restricted Subsidiary sells any Guarantor in a transaction permitted by Section 6.4, or in the event the Company designates any Restricted Subsidiary as an Unrestricted Subsidiary in accordance with the terms of this Credit Agreement, then such Guarantor shall be released from all obligations under this Credit Agreement. Such release shall occur upon the consummation of the sale or designation of any Restricted Subsidiary as an Unrestricted Subsidiary, as the case may be, and the Administrative Agent shall notify execute and deliver any releases or other documents reasonably requested by the Company and the Lenders promptly upon being satisfied that the conditions specified in Section 10.21(c)(ii) have been satisfiedto effectuate such release.
Appears in 2 contracts
Samples: Credit Agreement (Rock-Tenn CO), Credit Agreement (Rock-Tenn CO)
Additional Guarantors. (a) If any Domestic Subsidiary becomes a borrower or a guarantor of, or otherwise incurs a payment obligation in respect of, any Unsecured Debt or any Person becomes an Intermediate Subsidiary Guarantor (each such Domestic Subsidiary and Intermediate Subsidiary Guarantor being referred to as a “New Subsidiary Guarantor”), then:
(i) Subject to Section 10.21(c)(ii)within 30 days (or such longer period as the Administrative Agent shall agree) of such event, the Company or any Permitted Affiliate Parent may, upon not less than five Business Days prior written notice to the Administrative Agent, request that any Permitted Affiliate Parent, any Affiliate Subsidiary or any member of the Restricted Group becomes an Additional Guarantor under this Agreement.
(ii) Any such Person referred to in Section 10.21(c)(i) may become an Additional Guarantor ifBorrower shall:
(A) such Person and the Company deliver to notify the Administrative Agent a xxxx completed in writing of such event and executed joinder agreement in form and substance reasonably satisfactory to the Administrative Agentname of such New Subsidiary Guarantor;
(B) provide the Company confirms that no Event of Default is continuing or would occur as a result of Administrative Agent with the U.S. taxpayer identification for such Person becoming an Additional New Subsidiary Guarantor;; and
(C) provide the Administrative Agent (for with any 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 Guarantor, all documentation and other information about such Person required that the Administrative Agent, or any Lender through the Administrative Agent, reasonably requests in order to comply with its obligations under applicable “know your customer” and applicable anti-money laundering rules and regulations, including under the Patriot Act, the Canadian AML Acts and the Beneficial Ownership Regulations Regulation; and
(ii) within 45 days (or such information longer period as the Administrative Agent shall agree) of such event, the Borrower shall:
(A) cause such New Subsidiary Guarantor to include, for execute and deliver to the avoidance of doubt, Administrative Agent a Beneficial Ownership Certification for each entity that qualifies joinder agreement in substantially the form attached hereto as a “legal entity customer” thereunderExhibit G; and
(B) deliver to the Administrative Agent (x) the items referenced in Sections 4.01(a)(iii) and the USA Patriot Act, (iv) with respect to such New Subsidiary Guarantor and satisfactory to each Finance Party (acting reasonably), that has been y) if requested by the Administrative Agent Agent, favorable opinions of counsel (for itself or on behalf of any Lender) or any Lender (through which counsel shall be reasonably acceptable to the Administrative Agent), addressed to the Administrative Agent and for itself) in writing at least ten days prior each Lender, as to such matters concerning such New Subsidiary Guarantor and the date of accession of Loan Documents to which such Person New Subsidiary Guarantor is a party as an Additional Guarantor;
(D) the Administrative Agent has received may reasonably request all of the documents in form, content and other evidence listed in Schedule 10.21 in relation to such Person, each in form and substance scope reasonably satisfactory to the Administrative Agent.
(b) Notwithstanding anything to the contrary contained in this Agreement:
(i) In the event that the results of any such “know your customer” or similar investigation conducted by the Administrative Agent with respect to any New Subsidiary Guarantor are not reasonably satisfactory to the Administrative Agent, such New Subsidiary Guarantor, as applicable, shall not be permitted to become a Guarantor, and for the avoidance of doubt (a) no Default shall occur as a result thereof and (b) no Property owned or ground leased, directly or indirectly, by such New Subsidiary Guarantor, as the case may be, shall be included as an Unencumbered Property unless (x) such Property satisfies all of the Unencumbered Property Criteria (other than the criterion requiring such New Subsidiary Guarantor to be a Subsidiary Guarantor) and (y) the Administrative Agent provides its prior written consent; and
(Eii) to If any Foreign Subsidiary provides a guaranty of any Sabra Senior Notes or otherwise is or becomes a borrower or a guarantor of, or otherwise incurs or has incurred a payment obligation in respect of, any Unsecured Debt of the extent required by REIT Guarantor or any Intercreditor AgreementSubsidiary thereof that is organized under the laws of any state within the United States (other than any Subsidiary of any other Subsidiary of the Parent Borrower that is organized under the laws of any jurisdiction other than a state within the United States), such Person shall have entered into all documentation required for it to accede to or acknowledge (as required) any applicable Intercreditor Agreement as a “debtor” (or other relevant capacity) or an Additional then the REIT Guarantor (as defined thereunder).
(iii) The Administrative Agent shall notify the Company and the Lenders promptly upon being satisfied that Parent Borrower shall cause each such Foreign Subsidiary to become a Subsidiary Guarantor hereunder through the conditions specified procedures described above in this Section 10.21(c)(ii) have been satisfied6.14.
Appears in 2 contracts
Samples: Credit Agreement (Sabra Health Care REIT, Inc.), Credit Agreement (Sabra Health Care REIT, Inc.)
Additional Guarantors. (a) Each of the Credit Parties shall cause (i) Subject each of its Wholly-Owned Restricted Subsidiaries that is a Domestic Subsidiary (other than an Inactive Subsidiary or an Immaterial Subsidiary) and not existing as of the Closing Date, (ii) each of its Permitted Joint Ventures that becomes a Wholly-Owned Restricted Subsidiary and is a Domestic Subsidiary (other than an Inactive Subsidiary or an Immaterial Subsidiary) and (iii) each of its Inactive Subsidiaries or Immaterial Subsidiaries that is a Wholly-Owned Restricted Subsidiary and a Domestic Subsidiary that no longer qualifies as an Inactive Subsidiary or Immaterial Subsidiary, to Section 10.21(c)(ii)promptly become a U.S. Guarantor hereunder by promptly executing and delivering a Joinder Agreement, within thirty (30) days (or such longer period as the Administrative Agent may agree in its sole discretion) of the creation or acquisition of any such Restricted Subsidiary by a Credit Party or such Permitted Joint Venture becoming a Wholly-Owned Subsidiary of a Credit Party or such entity no longer being an Inactive Subsidiary or an Immaterial Subsidiary, as applicable; provided, however, that in the case of any such Restricted Subsidiary which holds no assets and is formed solely to effectuate a Permitted Acquisition, the Company period referenced above shall begin on the earlier of (i) such Restricted Subsidiary acquiring any assets or any Permitted Affiliate Parent may, upon not less than five Business Days prior written notice to (ii) the Administrative Agent, request that any Permitted Affiliate Parent, any Affiliate Subsidiary or any member consummation of the Permitted Acquisition for which such Restricted Group becomes an Additional Guarantor under this AgreementSubsidiary was formed. The delivery of such documents shall be accompanied by such other documents as the Agents may reasonably request (including, without limitation, certificates of incorporation, articles of incorporation and bylaws, membership operating agreements, good standing certificates, opinion letters and appropriate resolutions of the Board of Directors of any such Guarantor).
(b) Each of the Credit Parties shall cause (i) each of its Wholly-Owned Restricted Subsidiaries organized under the laws of Canada or a province thereof (other than an Inactive Subsidiary or Immaterial Subsidiary) and not existing as of the Closing Date, (ii) Any each of its Permitted Joint Ventures incorporated under the laws of Canada that becomes a Wholly-Owned Restricted Subsidiary of a Credit Party (other than an Inactive Subsidiary or an Immaterial Subsidiary) and (iii) each of its Inactive Subsidiaries or Immaterial Subsidiaries organized under the laws of Canada or a province thereof that is a Wholly-Owned Restricted Subsidiary that no longer qualifies as an Inactive Subsidiary or Immaterial Subsidiary, to promptly become a Canadian Guarantor hereunder by promptly executing and delivering a Joinder Agreement, within thirty (30) days (or such Person referred to in Section 10.21(c)(i) may become an Additional Guarantor if:
(A) such Person and the Company deliver to longer period as the Administrative Agent may agree in its sole discretion) of the creation or acquisition of any such Restricted Subsidiary by a xxxx completed Credit Party or other Restricted Subsidiary of a Credit Party or such Permitted Joint Venture becoming a Wholly-Owned Subsidiary of a Credit Party or such entity no longer being an Inactive Subsidiary or an Immaterial Subsidiary, as applicable; provided, however, that in the case of any such Restricted Subsidiary which holds no assets and executed joinder agreement in form is formed solely to effectuate a Permitted Acquisition, the period referenced above shall begin on the earlier of (i) such Restricted Subsidiary acquiring any assets or (ii) the consummation of the Permitted Acquisition for which such Restricted Subsidiary was formed. The delivery of such documents shall be accompanied by such other documents as the Canadian Agent may reasonably request (including, without limitation, certificates of incorporation, articles of incorporation and substance reasonably satisfactory to bylaws, membership operating agreements, opinion letters and appropriate resolutions of the Administrative Agent;Board of Directors of any such Guarantor).
(Bc) In the event that a Borrower or any Restricted Subsidiary sells any Guarantor in a transaction permitted by Section 6.4, or in the event the Company confirms that no Event of Default is continuing or would occur as a result of such Person becoming an Additional Guarantor;
(C) 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 designates any Restricted Subsidiary as an Additional GuarantorUnrestricted Subsidiary in accordance with the terms of this Credit Agreement, then such Guarantor shall be released from all documentation obligations under this Credit Agreement. Such release shall occur automatically 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 without need 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 further action by the Administrative Agent (for itself or on behalf any Lenders upon the consummation of the sale or designation of any Lender) or any Lender (through Restricted Subsidiary as an Unrestricted Subsidiary, as the case may be, and the Administrative Agent shall execute and for itself) in writing at least ten days prior to the date of accession of such Person as an Additional Guarantor;
(D) 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
(E) to the extent required by deliver any Intercreditor Agreement, such Person shall have entered into all documentation required for it to accede to or acknowledge (as required) any applicable Intercreditor Agreement as a “debtor” (releases or other relevant capacity) or an Additional Guarantor (as defined thereunder).
(iii) The Administrative Agent shall notify documents reasonably requested by the Company and the Lenders promptly upon being satisfied that the conditions specified in Section 10.21(c)(ii) have been satisfiedto confirm such release.
Appears in 2 contracts
Samples: Amendment No. 3 (Rock-Tenn CO), Credit Agreement (Rock-Tenn CO)
Additional Guarantors. (a) Prior to the Investment Grade Release, but subject to the proviso to the definition of “Subsidiary Guarantor,” if any Person becomes a Domestic Subsidiary or an Intermediate Subsidiary Guarantor or any Domestic Subsidiary no longer qualifies as an Excluded Subsidiary (each such Domestic Subsidiary and Intermediate Subsidiary Guarantor being referred to as a “New Subsidiary”), then:
(i) Subject to Section 10.21(c)(ii)within 30 days (or such longer period as the Administrative Agent shall agree) of such event, the Company or any Permitted Affiliate Parent may, upon not less than five Business Days prior written notice to the Administrative Agent, request that any Permitted Affiliate Parent, any Affiliate Subsidiary or any member of the Restricted Group becomes an Additional Guarantor under this Agreement.
(ii) Any such Person referred to in Section 10.21(c)(i) may become an Additional Guarantor ifBorrower shall:
(A) such Person and the Company deliver to notify the Administrative Agent a xxxx completed and executed joinder agreement in form and substance reasonably satisfactory to writing of the Administrative Agentexistence of such New Subsidiary;
(B) provide the Company confirms that no Event of Default is continuing or would occur as a result of Administrative Agent with the U.S. taxpayer identification for such Person becoming an Additional Guarantor;New Subsidiary; and
(C) provide the Administrative Agent (for with any 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 Guarantor, all documentation and other information about such Person required that the Administrative Agent, or any Lender through the Administrative Agent, reasonably requests in order to comply with its obligations under applicable “know your customer” and applicable anti-money laundering rules and regulations, including under the Beneficial Ownership Regulations Act; and
(ii) within 45 days (or such information longer period as the Administrative Agent shall agree) of such event, the Parent Borrower shall:
(A) cause such New Subsidiary (unless such New Subsidiary is an Excluded Subsidiary) to include, for execute and deliver to the avoidance of doubt, Administrative Agent a Beneficial Ownership Certification for each entity that qualifies joinder agreement in substantially the form attached hereto as a “legal entity customer” thereunderExhibit G; and
(B) deliver to the Administrative Agent (x) the items referenced in Section 4.01(a)(iii) and the USA Patriot Act, (iv) with respect to such New Subsidiary and satisfactory to each Finance Party (acting reasonably), that has been y) if requested by the Administrative Agent Agent, favorable opinions of counsel (for itself or on behalf of any Lender) or any Lender (through which counsel may be in-house counsel and shall otherwise be reasonably acceptable to the Administrative Agent), addressed to the Administrative Agent and for itself) in writing at least ten days prior each Lender, as to such matters concerning such New Subsidiary and the date of accession of Loan Documents to which such Person New Subsidiary is a party as an Additional Guarantor;
(D) the Administrative Agent has received may reasonably request all of the documents in form, content and other evidence listed in Schedule 10.21 in relation to such Person, each in form and substance scope reasonably satisfactory to the Administrative Agent.
(b) On and after the Investment Grade Release, if any Domestic Subsidiary becomes a borrower or a guarantor of, or otherwise incurs a payment obligation in respect of, any Unsecured Debt or any Person becomes an Intermediate Subsidiary Guarantor (each such Domestic Subsidiary and Intermediate Subsidiary Guarantor being referred to as a “New Subsidiary Guarantor”), then:
(i) within 30 days (or such longer period as the Administrative Agent shall agree) of such event, the Borrower shall:
(A) notify the Administrative Agent in writing of such event and the name of such New Subsidiary Guarantor;
(B) provide the Administrative Agent with the U.S. taxpayer identification for such New Subsidiary Guarantor; and
(EC) provide the Administrative Agent with any and all documentation and other information that the Administrative Agent, or any Lender through the Administrative Agent, reasonably requests in order to comply with its obligations under applicable “know your customer” and applicable anti-money laundering rules and regulations, including the Act; and
(ii) within 45 days (or such longer period as the Administrative Agent shall agree) of such event, the Borrower shall:
(A) cause such New Subsidiary Guarantor to execute and deliver to the extent required Administrative Agent a joinder agreement in substantially the form attached hereto as Exhibit G; and
(B) deliver to the Administrative Agent (x) the items referenced in Sections 4.01(a)(iii) and (iv) with respect to such New Subsidiary Guarantor and (y) if requested by any Intercreditor Agreementthe Administrative Agent, favorable opinions of counsel (which counsel shall be reasonably acceptable to the Administrative Agent), addressed to the Administrative Agent and each Lender, as to such Person shall have entered into matters concerning such New Subsidiary Guarantor and the Loan Documents to which such New Subsidiary Guarantor is a party as the Administrative Agent may reasonably request all documentation required for it in form, content and scope reasonably satisfactory to accede to or acknowledge (as required) any applicable Intercreditor Agreement as a “debtor” (or other relevant capacity) or an Additional Guarantor (as defined thereunder)the Administrative Agent.
(iiic) The Notwithstanding anything to the contrary contained in this Agreement:
(i) In the event that the results of any such “know your customer” or similar investigation conducted by the Administrative Agent with respect to any New Subsidiary or New Subsidiary Guarantor are not reasonably satisfactory to the Administrative Agent, such New Subsidiary or New Subsidiary Guarantor, as applicable, shall notify not be permitted to become a Guarantor, and for the Company avoidance of doubt (a) no Default shall occur as a result thereof and (b) no Property owned or ground leased, directly or indirectly, by such New Subsidiary or New Subsidiary Guarantor, as the case may be, shall be included as an Unencumbered Property unless (x) such Property satisfies all of the Unencumbered Property Criteria (other than the criterion requiring such New Subsidiary or New Subsidiary Guarantor to be a Subsidiary Guarantor) and (y) the Administrative Agent provides its prior written consent; and
(ii) If any Foreign Subsidiary provides a guaranty of the Sabra Senior Notes or the Existing Care Capital Notes or otherwise is or becomes a borrower or a guarantor of, or otherwise incurs or has incurred a payment obligation in respect of, any Unsecured Debt of the REIT Guarantor or any Subsidiary thereof that is organized under the laws of any state within the United States (other than any Subsidiary of any other Subsidiary of the Parent Borrower that is organized under the laws of any jurisdiction other than a state within the United States), then the REIT Guarantor and the Lenders promptly upon being satisfied that Parent Borrower shall cause each such Foreign Subsidiary to become a Subsidiary Guarantor hereunder through the conditions specified procedures described above in this Section 10.21(c)(ii) have been satisfied6.14.
Appears in 2 contracts
Samples: Credit Agreement (Sabra Health Care REIT, Inc.), Credit Agreement (Sabra Health Care REIT, Inc.)
Additional Guarantors. In the event that any Person becomes a Subsidiary (other than an Excluded Subsidiary), the Borrower shall within 30 days thereafter (or such longer period of time as the Collateral Agent may agree in its sole discretion) (i) Subject cause such Subsidiary to Section 10.21(c)(ii), the Company or any Permitted Affiliate Parent may, upon not less than five Business Days prior written notice to the Administrative Agent, request that any Permitted Affiliate Parent, any Affiliate Subsidiary or any member of the Restricted Group becomes an Additional become a Guarantor under this Agreement.
(ii) Any such Person referred to in Section 10.21(c)(i) may become an Additional Guarantor if:
(A) such Person hereunder by executing and the Company deliver delivering to the Administrative Agent a xxxx completed Counterpart Agreement and executed a Grantor under the Security Agreement by executing and delivering to the Collateral Agent the joinder agreement required thereunder, and (ii) take all such actions and execute and deliver, or cause to be executed and delivered, all such documents, instruments, agreements, and certificates reasonably requested by the Collateral Agent or required by the Collateral Documents. In the event that any Person becomes a Foreign Subsidiary of the Borrower (other than an Unrestricted Subsidiary), and the ownership interests of such Foreign Subsidiary are owned by any Loan Party, such Loan Party shall within 30 days thereafter (or such longer period of time as the Collateral Agent may agree in its sole discretion) take all of the actions referred to in the Security Agreement necessary to grant a perfected security interest in favor of the Collateral Agent, for the benefit of the Secured Parties, under the Security Agreement in the Equity Interests of such Foreign Subsidiary (provided, that in no event shall more than 65% of the total outstanding Equity Interests of any such Foreign Subsidiary that is an Excluded Subsidiary be required to be so pledged). With respect to each such Subsidiary (other than an Excluded Subsidiary) and Foreign Subsidiary, the Borrower shall promptly send to the Administrative Agent written notice setting forth with respect to such Person (i) the date on which such Person became a Subsidiary, and (ii) all of the data required to be set forth in Schedule 3.12 hereto; and such written notice shall be deemed to supplement Schedule 3.12 for all purposes hereof. If requested by the Administrative Agent, the Administrative Agent shall receive an opinion of counsel for the Borrower in form and substance reasonably satisfactory to the Administrative Agent;
(B) the Company confirms that no Event of Default is continuing or would occur as a result Agent in respect of such Person becoming an Additional Guarantor;
(C) 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 customary matters as an Additional Guarantor, 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 may be reasonably requested by the Administrative Agent (for itself relating to any Counterpart Agreement or on behalf joinder agreement delivered pursuant to this Section, dated as 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 Guarantor;
(D) 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
(E) to the extent required by any Intercreditor Agreement, such Person shall have entered into all documentation required for it to accede to or acknowledge (as required) any applicable Intercreditor Agreement as a “debtor” (or other relevant capacity) or an Additional Guarantor (as defined thereunder)agreement.
(iii) The Administrative Agent shall notify the Company and the Lenders promptly upon being satisfied that the conditions specified in Section 10.21(c)(ii) have been satisfied.
Appears in 2 contracts
Samples: Revolving Credit and Guaranty Agreement (Fitbit Inc), Revolving Credit and Guaranty Agreement (Fitbit Inc)
Additional Guarantors. SECOND AMENDED AND RESTATED SUBSIDIARY GUARANTEE AGREEMENT This SECOND AMENDED AND RESTATED SUBSIDIARY GUARANTEE AGREEMENT, dated as of April 24, 2000, is made by each of the signatories hereto (itogether with any other entity that may become a party hereto as provided herein, the "Guarantors"), in favor of Bank of America, N.A., as Administrative Agent (in such capacity, the "Administrative Agent") Subject for (a) the banks and other financial institutions or entities (collectively, the "Facility A Lenders") from time to Section 10.21(c)(iitime parties to the Second Amended and Restated Credit Agreement, dated as of April 24, 2000 (as amended, restated, supplemented or otherwise modified from time to time, the "Facility A Credit Agreement"), among L-3 Communications Corporation, a Delaware corporation (the "Borrower"), the Company or any Permitted Affiliate Parent mayFacility A Lenders, upon not less than five Business Days prior written notice to Xxxxxx Commercial Paper Inc. ("LCPI"), as documentation agent (in such capacity, the "Facility A Documentation Agent"), LCPI as syndication agent (in such capacity, the "Facility A Syndication Agent"; and together with the Facility A Documentation Agent and the Administrative Agent, request that any Permitted Affiliate Parentthe "Facility A Agents"), any Affiliate Subsidiary or any member LCPI and Banc of America Securities LLC (f/k/a BancAmerica Xxxxxxxxx Xxxxxxxx) as arrangers (in such capacity, the Restricted Group becomes an Additional Guarantor under this Agreement.
(ii) Any such Person referred to in Section 10.21(c)(i) may become an Additional Guarantor if:
(A) such Person and the Company deliver to "Facility A Arrangers"), the Administrative Agent and certain other entities named therein as Co-Agents, which amended and restated in its entirety that certain Amended and Restated Credit Agreement dated as of August 13, 1998 (as amended, restated, supplemented or otherwise modified prior to the date hereof, the "Original Facility A Credit Agreement") among the Borrower, the Agents party thereto (the "Original Facility A Agents", including the Administrative Agent party thereto, the "Original Facility A Administrative Agent"), the lenders party thereto (the "Original Facility A Lenders") and LCPI and BancAmerica Xxxxxxxxx Xxxxxxxx (n/k/a xxxx completed Banc of America Securities LLC ) as arrangers, and executed joinder agreement in form (b) the banks and substance reasonably satisfactory other financial institutions or entities (the "Facility B Lenders"; and together with the Facility A Lenders, the "Lenders"), from time to time parties to the Amended and Restated 364 Day Credit Agreement, dated as of April 24, 2000 (as amended, restated, supplemented or otherwise modified from time to time, the "Facility B Credit Agreement"), among the Borrower, the Administrative Agent;
, LCPI as documentation agent (Bin such capacity, the "Facility B Documentation Agent"), LCPI as syndication agent (in such capacity, the "Facility B Syndication Agent"; and together with the Facility B Documentation Agent and the Administrative Agent, the "Facility B Agents"), LCPI and Banc of America Securities LLC (f/k/a BankAmerica Xxxxxxxxx Xxxxxxxx) as arrangers (in such capacity, the Company confirms "Facility B Arrangers"), the Administrative Agent and certain other entities named therein as Co-Agents, which amended and restated in its entirety that no Event certain 364 Day Credit Agreement dated as of Default is continuing August 13, 1998 (as amended, restated, supplemented or would occur as a result of such Person becoming an Additional Guarantor;
(Cotherwise modified prior to the date hereof, the "Original Facility B Credit Agreement"; and together with the Original Facility A Credit Agreement, the "Original Credit Agreements") among the Borrower, the Administrative Agent (for the "Original Facility B Administrative Agent"; and on behalf together with the Original Facility A Administrative Agent, the "Original Administrative Agents"), the other Agents party thereto (together with the Original Facility B Administrative Agent, the "Original Facility B Agents"; and together with the Original Facility A Agents, the Original Agents"), the lenders party thereto (the "Original Facility B Lenders"; and together with the Original Facility A Lenders, the "Original Lenders") and LCPI and BancAmerica Xxxxxxxxx Xxxxxxxx (n/k/a Banc of America Securities LLC ) as arrangers, and (c) the Lenders) shall have received, at least three Business Days prior to the date of accession of such Person as an Additional Guarantor, all documentation banks 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 financial institutions or entities (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 Guarantor;
(D) 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
(E) to the extent required by any Intercreditor Agreement, such Person shall have entered into all documentation required for it to accede to or acknowledge (as required) any applicable Intercreditor Agreement as a “debtor” (or other relevant capacity) or an Additional Guarantor (as defined thereunder).
(iii) The Administrative Agent shall notify the Company and the Lenders promptly upon being satisfied that the conditions specified in Section 10.21(c)(ii) have been satisfied.the
Appears in 2 contracts
Samples: Credit Agreement (L 3 Communications Corp), 364 Day Credit Agreement (L 3 Communications Corp)
Additional Guarantors. The Borrower shall cause each Restricted Subsidiary that is a Wholly-Owned Subsidiary and a Material Subsidiary, and is not already a Guarantor (each, a “Subject Subsidiary”), to become a Guarantor in accordance with the provisions of this Section 7.16 no later than the required date of delivery of a Compliance Certificate in accordance with Section 7.1(iv) for the fiscal quarter during which the Relevant Guarantor Date for such Subject Subsidiary occurs, or by such later date as the Administrative Agent may agree in its reasonable discretion. The “Relevant Guarantor Date” for any Subject Subsidiary means the date that is the latest of (x) the date it is formed or acquired, (y) the date it becomes a Wholly-Owned Subsidiary and (z) the date it becomes or is designated as a Material Subsidiary. In addition, the Borrower may designate any other Restricted Subsidiary that is not a Guarantor as a Guarantor at any time in the manner provided below. Any such designation of a Restricted Subsidiary of the Borrower as a Guarantor shall be effected by the delivery by the Borrower to the Administrative Agent of each of the following:
(i) Subject to Section 10.21(c)(ii)Notice by the Borrower identifying such Guarantor, the Company or any Permitted Affiliate Parent maystate of its organization, upon not less than five Business Days prior written notice to and the Administrative Agent, request that any Permitted Affiliate Parent, any Affiliate Subsidiary or any member ownership of the Restricted Group becomes an Additional Guarantor under this Agreement.Capital Stock in such Guarantor;
(ii) Any A Supplemental Guaranty duly executed and delivered by such Person referred to in Section 10.21(c)(i) may become an Additional Guarantor if:Guarantor; and
(Aiii) Documents with respect to such Person Guarantor addressing the requirements set forth in clauses (iv), (v), (vi) and the Company deliver to (xiii) of Section 5.1. Upon the Administrative Agent a xxxx completed and executed joinder agreement in form and substance Agent’s receipt of the foregoing, all of which shall be reasonably satisfactory to the Administrative Agent;
(B) the Company confirms that no Event of Default is continuing or would occur as a result of such Person becoming an Additional Guarantor;
(C) 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 Guarantor, 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 Guarantor;
(D) 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
(E) to the extent required by any Intercreditor Agreementsubstance, such Person Subsidiary of the Borrower shall have entered into all documentation required for it to accede to or acknowledge (as required) any applicable Intercreditor Agreement as be a “debtor” (or other relevant capacity) or an Additional Guarantor (as defined thereunder)and a Loan Party hereunder.
(iii) The Administrative Agent shall notify the Company and the Lenders promptly upon being satisfied that the conditions specified in Section 10.21(c)(ii) have been satisfied.
Appears in 2 contracts
Samples: Credit Agreement (Forestar Group Inc.), Credit Agreement (Forestar Group Inc.)
Additional Guarantors. (ia) Subject to Section 10.21(c)(iicompliance with the provisions of paragraphs (c) and (d) of Clause 23.9 (“Know your customer” checks), the Company or any Permitted Affiliate Parent may, upon not less than five Business Days prior written notice to the Administrative Agent, may request that any Permitted Affiliate Parentof its Subsidiaries which is not incorporated in a Restricted Jurisdiction become a Guarantor.
(b) Subject to the Agreed Security Principles, any Affiliate Subsidiary or any the Company shall ensure that each member of the Restricted Group becomes identified in Part 3 of Schedule 2 (Conditions Precedent) as an Obligor shall become an Additional Guarantor under this Agreementand shall grant the Transaction Security specified opposite the name of that member of the Group in Part 3 of Schedule 2 (Conditions Precedent) on or before the Closing Date.
(iic) Any Subject to the Agreed Security Principles, the Company shall procure that following the Closing Date any other member of the Group which is a Material Company shall, as soon as reasonably practicable and in any event within 60 days after becoming a Material Company, become an Additional Guarantor and, subject to the Agreed Security Principles, grant such Person referred Transaction Security as the Agent may require (acting reasonably) and shall accede to the Intercreditor Agreement in Section 10.21(c)(iaccordance with the terms thereof, provided that no Subsidiary of the Company incorporated in the People’s Republic of China, the Slovak Republic or the Czech Republic shall be required to become an Additional Guarantor or grant Transaction Security.
(d) may A member of the Group shall become an Additional Guarantor if:
(Ai) such Person the Company and the Company proposed Additional Guarantor deliver to the Administrative Agent a xxxx duly completed and executed joinder agreement in form and substance reasonably satisfactory to the Administrative Agent;Accession Deed; and
(Bii) the Company confirms that no Event of Default is continuing or would occur as a result of such Person becoming an Additional Guarantor;
(C) 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 Guarantor, 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 Guarantor;
(D) the Administrative Agent has received all of the documents and other evidence listed in Part 2 and, if applicable, Part 3 of Schedule 10.21 2 (Conditions Precedent) in relation to such Personthat Additional Guarantor, each in form and substance reasonably satisfactory to the Administrative Agent; and
(E) to the extent required by any Intercreditor Agreement, such Person shall have entered into all documentation required for it to accede to or acknowledge (as required) any applicable Intercreditor Agreement as a “debtor” (or other relevant capacity) or an Additional Guarantor (as defined thereunder)acting reasonably.
(iiie) The Administrative Agent shall notify the Company and the Lenders promptly upon being satisfied that it has received (in form and substance satisfactory to it, acting reasonably) all the conditions specified documents and other evidence listed in Section 10.21(c)(ii) have been satisfiedPart 2 and, if applicable, Part 3 of Schedule 2 (Conditions Precedent).
Appears in 2 contracts
Samples: Senior Revolving Facility Agreement (Nord Anglia Education, Inc.), Senior Revolving Facility Agreement (Nord Anglia Education, Inc.)
Additional Guarantors. (ia) Subject to Section 10.21(c)(ii)If a Minority Investment or Subsidiary shall at any time after the Effective Date become a U.S. Wholly-Owned Subsidiary, the Company or if Holdings, or any Permitted Affiliate Parent mayU.S. Wholly-Owned Subsidiary of Holdings, upon not less otherwise shall incorporate, create or acquire any U.S. Wholly-Owned Subsidiary, Holdings shall cause such U.S. Wholly-Owned Subsidiary to furnish promptly, but in no event more than five Business Days prior written notice thirty (30) days thereafter, each of the following to the Administrative Agent, request that any Permitted Affiliate Parent, any Affiliate Subsidiary or any member in sufficient quantities for each Lender:
(i) a duly executed notice and agreement in substantially the form of the Restricted Group becomes Exhibit G (an “Additional Guarantor under this Assumption Agreement.”);
(ii) Any (A) copies of the resolutions of the board of directors (or equivalent governing body) of such Person referred to in Section 10.21(c)(i) may become an Subsidiary approving and authorizing the execution, delivery and performance by such Subsidiary of its Additional Guarantor if:Assumption Agreement and this Agreement, certified as of the date of such Additional Guarantor Assumption Agreement (the “Additional Guarantor Accession Date”) by the Secretary or an Assistant Secretary (or other appropriate officer) of such Subsidiary; (B) a certificate of the Secretary or Assistant Secretary (or other appropriate officer) of such Subsidiary certifying the names and true signatures of the officers of such Subsidiary authorized to execute and deliver and perform, as applicable, its Additional Guarantor Assumption Agreement, this Agreement and all other Loan Documents to be delivered hereunder; (C) copies of the articles or certificate of incorporation and bylaws (or other applicable Organization Documents) of such Subsidiary as in effect on the Additional Guarantor Accession Date, certified by the Secretary or Assistant Secretary (or other appropriate officer) of such Subsidiary as of the Additional Guarantor Accession Date; and (D) an opinion of counsel to such Subsidiary and addressed to the Administrative Agent and the Lenders, substantially in the form of Exhibit H; and
(iii) (A) such Person amendments to the schedules to the Security Agreement as shall be required in connection with the accession of such Subsidiary thereto; (B) executed UCC-1 financing statements furnished by the Administrative Agent in each jurisdiction in which such filing is necessary to perfect the security interest of the Administrative Agent on behalf of the Lenders in the Collateral of such Subsidiary and in which the Company deliver Administrative Agent requests that such filing be made, and (C) if requested by the Administrative Agent, such Mortgages and other documents as may be required to create and perfect a Lien in the interests of such Subsidiary in any real property and such title insurance policies and other documents as the Administrative Agent or the Majority Lenders may reasonably request in connection therewith.
(b) Additionally, Holdings and such Subsidiary shall have executed and delivered to the Administrative Agent a xxxx completed and executed joinder agreement (in form and substance reasonably satisfactory to the Administrative Agent;
(B) the Company confirms that no Event of Default is continuing or would occur as a result of such Person becoming an Additional Guarantor;
(C) 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 Guarantor, 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 sufficient quantities for each entity that qualifies Lender) such other items as a “legal entity customer” thereunder) and the USA Patriot Act, and satisfactory to each Finance Party (acting reasonably), that has been reasonably requested by the Administrative Agent (for itself or on behalf of any Lender) or any Lender (through in connection with the Administrative Agent and for itself) in writing at least ten days prior to the date of accession of such Person as an Additional Guarantor;
(D) the Administrative Agent has received all of the documents foregoing, including officers’ certificates, search reports and other evidence listed in Schedule 10.21 in relation to such Person, each in form certificates and substance reasonably satisfactory to the Administrative Agent; and
(E) to the extent required by any Intercreditor Agreement, such Person shall have entered into all documentation required for it to accede to or acknowledge (as required) any applicable Intercreditor Agreement as a “debtor” (or other relevant capacity) or an Additional Guarantor (as defined thereunder)documents.
(iii) The Administrative Agent shall notify the Company and the Lenders promptly upon being satisfied that the conditions specified in Section 10.21(c)(ii) have been satisfied.
Appears in 2 contracts
Samples: Credit Agreement (Building Materials Holding Corp), Credit Agreement (Building Materials Holding Corp)
Additional Guarantors. (a) Within thirty (30) days after (i) Subject to the redesignation of an Immaterial Subsidiary as a Material Subsidiary in accordance with Section 10.21(c)(ii), the Company 8.10(b) below or any Permitted Affiliate Parent may, upon not less than five Business Days prior written notice to the Administrative Agent, request that any Permitted Affiliate Parent, any Affiliate Subsidiary or any member of the Restricted Group becomes an Additional Guarantor under this Agreement.
(ii) Any the creation or acquisition of any Material Subsidiary, including in connection with any Permitted Acquisition (any such Person referred Subsidiary, a “New Material Subsidiary”), cause to in Section 10.21(c)(i) may become an Additional Guarantor if:
(A) such Person be executed and the Company deliver delivered to the Administrative Agent (unless otherwise agreed to by the Administrative Agent): (A) a xxxx completed and duly executed Subsidiary Guaranty Agreement (or, if applicable, a joinder agreement in form and substance reasonably satisfactory to the Administrative Agent;
Agent joining such New Material Subsidiary to the Subsidiary Guaranty Agreement), the Collateral Agreement and any other applicable Security Documents, (B) such updated Schedules to the Company confirms that no Event of Default is continuing Loan Documents as requested by the Administrative Agent with regard to such Person (including, without limitation, updated Schedule 6.1(b) reflecting the creation or would occur as a result acquisition of such Person becoming an Additional Guarantor;
New Material Subsidiary), (C) the Administrative Agent (for such documents and on behalf of the Lenders) shall have received, at least three Business Days prior certificates referred to the date of accession of such Person in Section 5.2 as an Additional Guarantor, 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 may be reasonably requested by the Administrative Agent (for itself or on behalf including, without limitation, favorable legal opinions of any Lender) or any Lender (through counsel addressed to the Administrative Agent and for itself) in writing at least ten days prior the Lenders with respect to the date of accession of New Material Subsidiary, the Loan Documents and such Person other matters as an Additional Guarantor;
the Lenders shall request), and (D) such other documents and certificates as may be reasonably requested by the Administrative Agent, all in form, content and scope reasonably satisfactory to the Administrative Agent.
(b) The Borrower may, at any time and upon written notice to the Administrative Agent, redesignate any Immaterial Subsidiary as a Material Subsidiary. Further, promptly after the date on which the Borrower or the Administrative Agent has received all determines that any Subsidiary no longer qualifies as an Immaterial Subsidiary such Subsidiary shall be redesignated as a Material Subsidiary and shall comply with clause (a) of this Section.
(c) The Borrower may, at any time and upon written notice to the Administrative Agent, designate any direct or indirect parent company of the Borrower that is organized under the laws of Canada or any province thereof as a Parent Guarantor by causing such direct or indirect parent company of the Borrower to execute and deliver all documents and other certificates required to be delivered pursuant to clause (a) of this Section (provided that such direct or indirect parent company of the Borrower shall, rather than execute a Subsidiary Guaranty Agreement or a joinder thereto, either (i) execute a parent guaranty agreement in form and substance satisfactory to the Administrative Agent or (ii) join as a guarantor under Article XI).
(d) Within thirty (30) days after the creation or acquisition of any new Subsidiary, including in connection with any Permitted Acquisition, cause to be executed and delivered to the Administrative Agent (unless otherwise agreed to by the Administrative Agent) a duly executed joinder agreement in the form attached to the Intercompany Subordination Agreement joining such new Subsidiary thereto.
(e) (i) (A) Concurrently with the delivery of the documentation required to be delivered pursuant to Section 8.10(e)(ii)(A) of the U.S. Credit Agreement but in no event later than April 15, 2008, the U.S. Administrative Agent shall have received:
(1) evidence listed satisfactory to the U.S. Administrative Agent that the U.S. Borrower shall be diligently pursuing in Schedule 10.21 good faith the rendering of the solvency opinion referred to in relation Section 8.10(e)(i)(B) by a third party consultant reasonably acceptable to the U.S. Administrative Agent (including having delivered to such Personthird party consultant all financial and other information necessary to provide the basis for the delivery of such solvency opinion); and
(2) information, each in form and substance reasonably satisfactory to the U.S. Administrative Agent, confirming (x) that the New U.S. Borrowers own, free and clear of any Liens, the New U.S. Borrower Fixed Assets and (y) the ability of the New U.S. Borrowers to grant to the U.S. Administrative Agent, on behalf of the Secured Parties and the U.S. Secured Parties, a perfected first priority security interest in the New U.S. Borrower Fixed Assets without the consent or approval of any third Person; and
(E) to the extent required by any Intercreditor Agreement, such Person shall have entered into all documentation required for it to accede to or acknowledge (as required) any applicable Intercreditor Agreement as a “debtor” (or other relevant capacity) or an Additional Guarantor (as defined thereunder).
(iii) The Administrative Agent shall notify the Company and the Lenders promptly upon being satisfied that the conditions specified in Section 10.21(c)(ii) have been satisfied.
Appears in 2 contracts
Samples: Credit Agreement (Bowater Inc), Credit Agreement (AbitibiBowater Inc.)
Additional Guarantors. Notify Agent at the time that any Person becomes a Wholly-Owned Restricted Subsidiary of Playboy; and promptly thereafter, cause each such Person that (i) Subject to Section 10.21(c)(ii), at the Company or any Permitted Affiliate Parent may, upon not less than five Business Days prior written time such notice to the Administrative Agent, request that any Permitted Affiliate Parent, any Affiliate Subsidiary or any member is given (A) owns at least 10% of the book value of the combined assets of all of the Wholly-Owned Restricted Group becomes an Additional Guarantor under this Agreement.
Subsidiaries of Playboy (calculated as of the most recent month end for which financial statements are available) or (B) is otherwise requested by Agent or (ii) Any at the time such notice is given earns at least 10% of the combined earnings of all of the Wholly-Owned Restricted Subsidiaries of Playboy during any 12 month period (calculated as of the most recent month end for which financial statements are available) or (C) is otherwise requested by Agent, (a) other than a Foreign Subsidiary, to become a Guarantor by executing and delivering to Agent a Loan Guaranty or Loan Guaranty joinder in a form reasonably acceptable to Agent, (b) other than a Foreign Subsidiary, to deliver to Agent documents reasonably necessary to grant to Agent (and permit Agent to perfect) a Lien on the personal property of such Person to the extent permitted herein, (c) to cause the appropriate Person to deliver to Agent a Pledge Agreement granting to Agent a Lien on the Equity Interests of such Person (excluding China and Gibraltar, unless otherwise agreed by Agent and Borrower) and (d) to deliver to Agent documents of the types referred to in clause (iv) of Section 4.01(a) and favorable opinions of counsel (including in-house counsel) to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clauses (a), (b) and (c)), as applicable, all in form, content and scope reasonably satisfactory to Agent; provided, that compliance with clauses (b), (c) and (d) of this Section 6.10 shall not be required with respect to any Person until 60 days after request therefor by Agent (which request may be made by Agent in its sole discretion); provided further that, if any Person becomes a Wholly-Owned Restricted Subsidiary of Playboy after the Sixth Amendment Closing Date (other than Foreign Subsidiaries) but does not meet the thresholds set forth in clauses (i) or (ii) above at the time the Borrower gives the Agent notification thereof, but subsequently such Person meets the thresholds set forth in clause (i) or (ii) above, or the Agent otherwise requests, the Agent may request the Borrower thereafter to cause the requirements of clauses (a), (b), (c) and (d) above to be met with respect to such Person within 60 days of any request therefor by the Agent and the Borrower shall cause such requirements to be satisfied in accordance with such request. The Borrower shall deliver to the Agent, concurrently with the delivery of the financial statements referred to in Section 10.21(c)(i) may become an Additional Guarantor if:
(A) such Person and the Company deliver to the Administrative Agent a xxxx completed and executed joinder agreement in form and substance reasonably satisfactory to the Administrative Agent;
(B) the Company confirms that no Event of Default is continuing or would occur as a result of such Person becoming an Additional Guarantor;
(C) 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 Guarantor, 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” thereunder6.01(a) and the USA Patriot ActCompliance Certificate delivered with respect thereto, and satisfactory with respect to each Finance Party Person that becomes a Wholly-Owned Restricted Subsidiary of Playboy (acting reasonably)other than a Foreign Subsidiary) after the Sixth Amendment Closing Date, that has been requested by a calculation of (i) the Administrative Agent (for itself or on behalf book value 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 assets of such Person Wholly-Owned Restricted Subsidiary as an Additional Guarantor;
(D) a percentage of the Administrative Agent has received book value of the combined assets of all of the documents Wholly-Owned Restricted Subsidiaries of Playboy (calculated as of the most recent month end for which financial statements are available) and other evidence listed in Schedule 10.21 in relation to (ii) the percentage of the earnings of such Person, each in form and substance reasonably satisfactory to Wholly-Owned Restricted Subsidiary as a percentage of the Administrative Agent; andcombined earnings of all of the Wholly-Owned Restricted Subsidiaries of Playboy (calculated for the most recently ended 12 month period for which financial statements are available)."
(Em) to Section 7.01(ee) of the extent required by any Intercreditor Agreement, such Person shall have entered into all documentation required for it to accede to or acknowledge (Credit Agreement is hereby amended and restated in its entirety as required) any applicable Intercreditor Agreement as a “debtor” (or other relevant capacity) or an Additional Guarantor (as defined thereunder).
(iii) The Administrative Agent shall notify the Company and the Lenders promptly upon being satisfied that the conditions specified in Section 10.21(c)(ii) have been satisfied.follows:
Appears in 2 contracts
Samples: Credit Agreement (Playboy Enterprises Inc), Credit Agreement (Playboy Enterprises Inc)
Additional Guarantors. (i) Subject to Section 10.21(c)(ii)paragraph (ii) below, the Company or any Permitted Affiliate Parent may, upon not less than five 5 Business Days prior written notice to the Administrative Agent, request that any of their respective Subsidiaries, any Permitted Affiliate Parent, any Affiliate Subsidiary or any Subsidiary of the Ultimate Parent (other than a Subsidiary of the Company or a Permitted Affiliate Parent) (a “Proposed Affiliate Subsidiary”) becomes an Additional Guarantor (and, if not already, a member of the Restricted Group becomes an Additional Guarantor Group) under this Agreement.
(ii) Any Such member of the Restricted Group, such Person referred to in Section 10.21(c)(i) Permitted Affiliate Parent, or such Proposed Affiliate Subsidiary may become an Additional Guarantor if:
(A) such Person member of the Restricted Group, such Permitted Affiliate Parent, or such Proposed Affiliate Subsidiary, as applicable, and the Company deliver to the Administrative Agent a xxxx duly completed and executed joinder agreement in form and substance reasonably satisfactory to the Administrative Agent;
(B) the Company confirms that no Event of Default is continuing or would occur as a result of that member of the Restricted Group, such Person Permitted Affiliate Parent, or such Proposed Affiliate Subsidiary becoming an Additional Guarantor;
(C) the Administrative Agent (for and on behalf of the Lenders) shall have received, at least three Business Days 3 days prior to the date of accession of such Person member of the Restricted Group, such Permitted Affiliate Parent, or such Proposed Affiliate Subsidiary as an Additional Guarantor, all documentation and other information about such Person member of the Restricted Group, such Permitted Affiliate Parent, or such Proposed Affiliate Subsidiary 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 10 days prior to the date of accession of such Person member of the Restricted Group, such Permitted Affiliate Parent, or such Proposed Affiliate Subsidiary as an Additional Guarantor;
(D) 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, such PersonPermitted Affiliate Parent, or such Proposed Affiliate Subsidiary, each in form and substance reasonably satisfactory to the Administrative Agent; and
(E) to such member of the extent required by any Intercreditor AgreementRestricted Group, such Person Permitted Affiliate Parent, or such Proposed Affiliate Subsidiary shall have entered into all documentation required for it to accede to or acknowledge (as required) any the applicable Intercreditor Agreement as a “debtor” (or other relevant capacity) or an Additional Guarantor (as defined thereunder).
(iii) The Administrative Agent shall notify the Company and the Lenders promptly upon being satisfied that the conditions specified in clause (ii) above (and, in the case of any Permitted Affiliate Parent, Section 10.21(c)(ii10.21(a)) have been satisfied.
Appears in 2 contracts
Samples: Credit Agreement (Liberty Latin America Ltd.), Credit Agreement (Liberty Latin America Ltd.)
Additional Guarantors. (i) Subject to Section 10.21(c)(ii)In the event that the Borrower shall request that certain Real Estate owned or leased by a Wholly-Owned Subsidiary of the Borrower be included as an Unencumbered Pool Asset, the Company Borrower shall as a condition thereto, in addition to the requirements of §7.20, cause each such Wholly-Owned Subsidiary, and each other Wholly-Owned Subsidiary of the Borrower which owns, directly or any Permitted Affiliate Parent indirectly, Equity Interests in such Wholly-Owned Subsidiary, to execute and deliver to Agent a Joinder Agreement, and such Subsidiary shall become a Guarantor hereunder and thereunder. Notwithstanding the foregoing, Agent may, upon not less than five Business Days prior written notice in its reasonable discretion, permit Real Estate located in an Approved Foreign Country to be included as an Unencumbered Pool Asset without requiring any Excluded Foreign Subsidiary which indirectly owns such Real Estate to become a Guarantor so long as such Real Estate otherwise satisfies all of the conditions to be included as an Unencumbered Pool Asset hereunder. In addition, in the event any Subsidiary of REIT shall constitute a Material Subsidiary within the meaning of clause (c) of the definition thereof, the Borrower shall cause such Subsidiary, as a condition to such Subsidiary’s becoming an obligor or guarantor with respect to such other Unsecured Indebtedness described therein, to execute and deliver to Agent a Joinder Agreement, and such Subsidiary shall thereby become a Subsidiary Guarantor hereunder. Each such Subsidiary shall be specifically authorized, in accordance with its respective organizational documents, to be a Guarantor hereunder and thereunder and to execute the Contribution Agreement. The Borrower shall further cause all representations, covenants and agreements in the Loan Documents with respect to the Administrative AgentGuarantors to be true and correct with respect to each such Subsidiary. Additionally, request that notwithstanding anything to the contrary contained herein, for any Permitted Affiliate Parent, any Affiliate Subsidiary or any member of the Restricted Group becomes an Additional Guarantor under this Agreement.
(ii) Any such Person referred Approved Foreign Entity which is required to in Section 10.21(c)(i) may become an Additional Subsidiary Guarantor if:
pursuant to this Agreement, Agent may require that such Approved Foreign Entity execute and deliver a separate Guaranty (Ain addition to or in lieu of a Joinder Agreement), which Guaranty shall contain such provisions as are reasonably required by Agent for purposes of aiding in the enforceability and collectability of such Guaranty (including, any judgment arising thereunder) against any such Person Subsidiary in its jurisdiction of organization, the jurisdiction in which Real Estate or other assets owned by such Approved Foreign Entity are located and in such other jurisdictions as the Company Agent may reasonably require. In connection with the delivery of any Joinder Agreement or separate Guaranty, the Borrower shall deliver to the Administrative Agent a xxxx completed and executed joinder agreement in form and substance reasonably satisfactory to the Administrative Agent;
(B) the Company confirms that no Event of Default is continuing or would occur as a result of such Person becoming an Additional Guarantor;
(C) the Administrative Agent (for and on behalf of the Lenders) shall have receivedcustomary organizational agreements, at least three Business Days prior to the date of accession of such Person as an Additional Guarantorresolutions, all documentation consents, opinions 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 Guarantor;
(D) 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 instruments as the Agent may reasonably satisfactory to the Administrative Agent; and
(E) to the extent required by any Intercreditor Agreement, such Person shall have entered into all documentation required for it to accede to or acknowledge (as required) any applicable Intercreditor Agreement as a “debtor” (or other relevant capacity) or an Additional Guarantor (as defined thereunder)require.
(iii) The Administrative Agent shall notify the Company and the Lenders promptly upon being satisfied that the conditions specified in Section 10.21(c)(ii) have been satisfied.
Appears in 2 contracts
Samples: Credit Agreement (Global Net Lease, Inc.), Credit Agreement (Global Net Lease, Inc.)
Additional Guarantors. Notify the Administrative Agent (ixi) Subject to Section 10.21(c)(iiatof the time that any Person becomes acreation or acquisition of any Domestic Subsidiary, or (yii) in the case of Glyphics Media Inc., a New York corporation, at the time such Subsidiary first has more than $20,000,000 in assets, and in either case (xi) or (yii) promptly thereafter (and in any event within thirty (30) days), the Company or any Permitted Affiliate Parent may, upon not less than five Business Days prior written notice cause such Person to (aA) become a Guarantor by executing and delivering to the Administrative AgentAgent a duly executed Joinder Agreement, request that any Permitted Affiliate Parentand (b or such other document as the Administrative Agent shall deem appropriate for such purpose, any Affiliate (B) grant a security interest in all Collateral owned by such Subsidiary by delivering to the Administrative Agent a duly executed supplement to each Collateral Document or any member such other document as the Administrative Agent shall deem appropriate for such purpose and comply with the terms of the Restricted Group becomes an Additional Guarantor under this Agreement.
each Collateral Document, (iiC) Any such Person referred to in Section 10.21(c)(i) may become an Additional Guarantor if:
(A) such Person and the Company deliver to the Administrative Agent such documents of the types referred to in clauses (iv) and (v) of Section 4.01(a) and, upon request of the Administrative Agent,, instruments, and agreements, including a xxxx completed favorable opinionsopinion of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and executed joinder agreement enforceability of the Joinder Agreement), allin each case, in form form, content and substance scope reasonably satisfactory to the Administrative Agent and take such other actions as may be reasonably requested by the Administrative Agent;
, (BD) the Company confirms that no Event of Default is continuing or would occur as a result of such Person becoming an Additional Guarantor;
(C) deliver to the Administrative Agent such original capital stock or other certificates and stock or other transfer powers evidencing the capital stock of such Person, and (for and on behalf of the LendersE) shall have received, at least three Business Days prior deliver to the date of accession of Administrative Agent such Person updated Schedules to the Loan Documents as an Additional Guarantor, 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 Guarantor;
(D) the Administrative Agent has received all of the documents and other evidence listed in Schedule 10.21 in relation with respect to such Person. Notwithstanding the foregoing, each the Borrower shall be under no obligation under this Section 6.12 in form respect of (i) Imation Data Storage LLC, a Delaware corporation, provided and substance reasonably satisfactory to the Administrative Agent; and
(E) to the extent required by any Intercreditor Agreement, so long as such Person shall holds no material assets other than a 1% direct or indirect equity interest in Imation Data Storage Holdings CV, or (ii)6.13 in respect of Imation Online Service Corp., a New York corporation, provided and so long as such Person does not have entered into all documentation required for it to accede to or acknowledge (as required) any applicable Intercreditor Agreement as a “debtor” (or other relevant capacity) or an Additional Guarantor (as defined thereunder)assets in excess of $100,000, and conducts no business activities.
(iii) The Administrative Agent shall notify the Company and the Lenders promptly upon being satisfied that the conditions specified in Section 10.21(c)(ii) have been satisfied.
Appears in 2 contracts
Samples: Credit Agreement (Imation Corp), Credit Agreement (Imation Corp)
Additional Guarantors. (ia) Subject to Section 10.21(c)(iicompliance with the provisions of paragraphs (c) and (d) of Clause 21.10 ("Know your customer" checks), the Company or may request that StarTek and any Permitted Affiliate Parent mayof StarTek's wholly owned Subsidiaries become a Guarantor.
(b) Subject to Clause 23.35 (Guarantors) and Clause 23.38 (Conditions subsequent), upon not less than five Business Days prior written notice the Company shall, subject to the Administrative AgentAgreed Security Principles, request that procure that:
(i) any Permitted Affiliate other member of the Group which is a Material Company shall, as soon as possible after becoming a Material Company, become an Additional Guarantor; and
(ii) the Parent, any Affiliate Subsidiary or the Company and any member of the Restricted Target Group becomes an Additional Guarantor under this Agreementwhich is a Material Company shall, as soon as possible after becoming a Material Company, subject to the Agreed Security Principles, grant Security as the Agent may require.
(iic) Any such Person referred to in Section 10.21(c)(i) may A member of the Group shall become an Additional Guarantor if:
(Ai) such Person the Company and the Company proposed Additional Guarantor deliver to the Administrative Agent a xxxx duly completed and executed joinder agreement in form and substance reasonably satisfactory to the Administrative Agent;Accession Deed; and
(Bii) the Company confirms that no Event of Default is continuing or would occur as a result of such Person becoming an Additional Guarantor;
(C) 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 Guarantor, 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 Guarantor;
(D) the Administrative Agent has received all of the documents and other evidence listed in Part 6 of Schedule 10.21 2 (Conditions Precedent and Conditions Subsequent) in relation to such Personthat Additional Guarantor, each in form and substance reasonably satisfactory to the Administrative Agent; and
(E) to the extent required by any Intercreditor Agreement, such Person shall have entered into all documentation required for it to accede to or acknowledge (as required) any applicable Intercreditor Agreement as a “debtor” (or other relevant capacity) or an Additional Guarantor (as defined thereunder).
(iiid) The Administrative Agent shall notify the Company and the Lenders promptly upon being satisfied that it has received (in form and substance satisfactory to it) all the conditions specified documents and other evidence listed in Section 10.21(c)(iiPart 6 of Schedule 2 (Conditions Precedent and Conditions Subsequent).
(e) have been satisfiedOther than to the extent that the Majority Lenders notify the Agent in writing to the contrary before the Agent gives the notification described in paragraph (d) above, the Lenders authorise (but do not require) the Agent to give that notification. The Agent shall not be liable for any damages, costs or losses whatsoever as a result of giving any such notification.
(f) The Company need only perform its obligations under paragraph (b) or (c) above if it is not unlawful for the relevant person to become a Guarantor and that person becoming a Guarantor would not result in personal, civil or criminal liability for that person's directors, officers or other management. Each Obligor must use, and must procure that the relevant person uses, all reasonable endeavours lawfully available to avoid any such unlawfulness or personal, civil or criminal liability for its directors, officers or other management and, if at any time the unlawfulness or personal liability ceases to apply with respect to any such person, the Company must comply with its obligations in respect of that person at that time. This includes agreeing to a limit on the amount guaranteed. The Agent may (but shall not be obliged to) agree to such a limit if, in its opinion, to do so would avoid the relevant unlawfulness or personal liability.
Appears in 2 contracts
Samples: Facilities Agreement (StarTek, Inc.), Facilities Agreement (StarTek, Inc.)
Additional Guarantors. (ia) Subject Not later than 30 days (or such longer period as the Administrative Agent may agree) after the date required for delivery of any quarterly or annual financial statements pursuant to Section 10.21(c)(ii)6.01, if any Domestic Subsidiary (other than a Bank Subsidiary or an Excluded Domestic Subsidiary) that is not a Guarantor as of the period end date of such financial statements would qualify as of such period end date as a Significant Subsidiary or (b) promptly (or such period as the Administrative Agent may agree) after the date that any Subsidiary becomes a guarantor with respect to the Revolver, the Company or any Permitted Affiliate Parent may, upon not less than five Business Days prior written notice shall cause such Subsidiary to the Administrative Agent, request that any Permitted Affiliate Parent, any Affiliate Subsidiary or any member of the Restricted Group becomes an Additional Guarantor under this Agreement.
(ii) Any such Person referred to in Section 10.21(c)(i) may become an Additional Guarantor if:
(A) such Person execute and the Company deliver to the Administrative Agent a xxxx completed Subsidiary Guaranty Supplement pursuant to which such Subsidiary agrees to be bound by the terms and executed joinder agreement in form provisions of the Subsidiary Guaranty, accompanied by (i) all other Loan Documents related thereto, (ii) certified copies of the certificates or articles of incorporation, organization or formation, by-laws, limited liability company agreements, partnership agreements, and substance reasonably satisfactory other applicable Organization Documents, appropriate authorizing resolutions of the board of directors, board of managers, or comparable body, and opinions of counsel for such Subsidiary comparable to those delivered pursuant to Section 4.01, and (iii) such other documents as the Administrative Agent;
Agent may reasonably request. The Company may request that any Guarantor cease to be a Guarantor and be released and discharged from its obligations under the Subsidiary Guaranty if (i) the Equity Interests of such Guarantor are being sold or otherwise disposed of, or such Guarantor is being dissolved, in a transaction not prohibited by the terms of this Agreement, or (ii) such Guarantor both (A) (x) has ceased to qualify as a Significant Subsidiary as indicated by the most recent quarterly or annual financial statements delivered pursuant to Section 6.01 or (y) after giving pro forma effect to any Asset Sale or sale or other disposition made by such Guarantor or Subsidiaries of such Guarantor as if such Asset Sale or disposition occurred during the most recent period for which financial statements have been delivered pursuant to Section 6.01, would cease to qualify as a Significant Subsidiary and (B) has or is being released as a guarantor of the obligations of the Company confirms that no Event of Default is continuing or would occur and/or the Borrowers, as a result of such Person becoming an Additional Guarantor;
(C) the Administrative Agent (for and on behalf of the Lenders) shall have receivedapplicable, at least three Business Days prior to the date of accession of such Person as an Additional Guarantor, 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 Revolver (such information to include, for the avoidance of doubt, a Beneficial Ownership Certification for each entity that qualifies as a “legal entity customer” thereunder) if 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 Guarantor;
(D) 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
(E) to the extent required by any Intercreditor Agreementthen existing, such Person shall have entered into all documentation required for it to accede to or acknowledge (as required) any applicable Intercreditor Agreement as a “debtor” (or other relevant capacity) or an Additional Guarantor (as defined thereunderapplicable).
(iii) The Administrative Agent shall notify the Company and the Lenders promptly upon being satisfied that the conditions specified in Section 10.21(c)(ii) have been satisfied.
Appears in 2 contracts
Samples: Term Loan Agreement (Global Payments Inc), Term Loan Agreement (Global Payments Inc)
Additional Guarantors. (ia) Subject to Section 10.21(c)(iicompliance with the provisions of paragraphs (c) and (d) of Clause 23.9 (“Know your customer” checks), the Company or any Permitted Affiliate Parent may, upon not less than five Business Days prior written notice to the Administrative Agent, may request that any Permitted Affiliate Parentof its Subsidiaries which is not incorporated in a Restricted Jurisdiction become a Guarantor.
(b) Subject to the Agreed Security Principles, the Company shall procure that following the date of this Agreement any Affiliate Subsidiary or any other member of the Restricted Group becomes which is a Material Company shall, as soon as reasonably practicable and in any event within 60 days after becoming a Material Company, become an Additional Guarantor and, subject to the Agreed Security Principles, grant such Transaction Security as the Agent may require (acting reasonably) and shall accede to the Intercreditor Agreement in accordance with the terms thereof, provided that no Subsidiary of the Company incorporated in the People’s Republic of China, the Slovak Republic, the Czech Republic or in respect of the Kingdom of Thailand where such Subsidiary operates a school, shall be required to become an Additional Guarantor or grant Transaction Security (except that share security shall be granted, other than by a Subsidiary incorporated in the Kingdom of Thailand which operates a school in the Kingdom of Thailand, in respect of any Subsidiary of the Company incorporated in the Kingdom of Thailand) and further provided that no subsidiary of the Company shall be required to become an Additional Guarantor or to grant Transaction Security to the extent that subsidiary is not required by the Agent (under this Agreementand as defined in the SSRCF) to become an Additional Guarantor (under and as defined in the SSRCF) or to grant Transaction Security (under and as defined in the SSRCF).
(iic) Any such Person referred to in Section 10.21(c)(i) may A member of the Group shall become an Additional Guarantor if:
(Ai) such Person the Company and the Company proposed Additional Guarantor deliver to the Administrative Agent a xxxx duly completed and executed joinder agreement in form and substance reasonably satisfactory to the Administrative Agent;Accession Deed; and
(Bii) the Company confirms that no Event of Default is continuing or would occur as a result of such Person becoming an Additional Guarantor;
(C) 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 Guarantor, 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 Guarantor;
(D) the Administrative Agent has received all of the documents and other evidence listed in Part 2 and, if applicable, Part 3 of Schedule 10.21 2 (Conditions Precedent) in relation to such Personthat Additional Guarantor, each in form and substance reasonably satisfactory to the Administrative Agent; and
(E) to the extent required by any Intercreditor Agreement, such Person shall have entered into all documentation required for it to accede to or acknowledge (as required) any applicable Intercreditor Agreement as a “debtor” (or other relevant capacity) or an Additional Guarantor (as defined thereunder)acting reasonably.
(iiid) The Administrative Agent shall notify the Company and the Lenders promptly upon being satisfied that it has received (in form and substance satisfactory to it, acting reasonably) all the conditions specified documents and other evidence listed in Section 10.21(c)(ii) have been satisfiedPart 2 and, if applicable, Part 3 of Schedule 2 (Conditions Precedent).
Appears in 2 contracts
Samples: Revolving Facility Agreement (Nord Anglia Education, Inc.), Revolving Facility Agreement (Nord Anglia Education, Inc.)
Additional Guarantors. (ia) Subject to Section 10.21(c)(iicompliance with the provisions of paragraphs (b) and (c) of Clause 23.10 (Know your customer checks), the Company or any Permitted Affiliate Parent may, upon not less than five Business Days prior written notice to the Administrative Agent, may request that any Permitted Affiliate Parentof its wholly owned Subsidiaries (other than an Ancillary Company) becomes an Additional Guarantor.
(b) Subject to the Agreed Security Principles, any Affiliate Subsidiary or the Parent shall procure that any member of the Restricted Group which is a Material Company (other than an Ancillary Company) shall, as soon as possible after becoming a Material Company, become an Additional Guarantor, grant such Transaction Security as the Facility Agent may require and accede to the Intercreditor Agreement. The Parent shall ensure that the entire issued share capital of such Material Company becomes the subject of the Transaction Security.
(c) The designation of a Subsidiary as a Material Company shall be determined by reference to the latest audited financial statements of that Subsidiary (consolidated in the case of a Subsidiary which itself has Subsidiaries) and the latest audited consolidated financial statements of the Group (excluding any Ancillary Company from the calculation of the Consolidated EBITDA, gross assets and turnover of the Group but including the Concessionaires in such calculation). However, if a Subsidiary has been acquired since the date as at which the latest audited consolidated financial statements of the Group were prepared, the financial statements shall be deemed to be adjusted in order to take into account the acquisition of that Subsidiary (that adjustment being certified by the Auditors as representing an accurate reflection of the revised Consolidated EBITDA, gross assets or turnover of the Group).
(d) A Material Company which becomes an Additional Guarantor under pursuant to this AgreementClause 28.2 must also satisfy Clause 9 (New Obligors) of the Intercreditor Agreement in order to be included for the purposes of calculating compliance with the Guarantor Threshold Test.
(iie) Any such Person referred to A report by the Auditors of the Parent confirming that a Subsidiary is or is not a Material Company shall, in Section 10.21(c)(ithe absence of manifest error, be conclusive and binding on all Parties.
(f) may For information purposes, a list of all the Material Companies as at the date of this Agreement are contained in Part I of Schedule 11 (Material Companies and Dormant Subsidiaries).
(g) A member of the Group shall become an Additional Guarantor if:
(Ai) such Person the Parent and the Company proposed Additional Guarantor deliver to the Administrative Facility Agent a xxxx duly completed and executed joinder agreement in form and substance reasonably satisfactory to the Administrative Agent;Accession Letter; and
(Bii) the Company confirms that no Event of Default is continuing or would occur as a result of such Person becoming an Additional Guarantor;
(C) 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 Guarantor, 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 Guarantor;
(D) the Administrative Facility Agent has received all of the documents and other evidence listed in Part II of Schedule 10.21 2 (Conditions Precedent) in relation to such Personthat Additional Guarantor, each in form and substance reasonably satisfactory to the Administrative Agent; and
(E) to the extent required by any Intercreditor Agreement, such Person shall have entered into all documentation required for it to accede to or acknowledge (as required) any applicable Intercreditor Agreement as a “debtor” (or other relevant capacity) or an Additional Guarantor (as defined thereunder)Facility Agent acting reasonably.
(iiih) The Administrative Facility Agent shall notify the Company Parent and the Lenders promptly upon being satisfied that it has received (in form and substance satisfactory to it acting reasonably) all the conditions specified documents and other evidence listed in Section 10.21(c)(ii) have been satisfiedPart II of Schedule 2 (Conditions precedent).
Appears in 2 contracts
Samples: Permanent Facility Agreement (Groupe Eurotunnel SA), Permanent Facility Agreement (Groupe Eurotunnel SA)
Additional Guarantors. If the Company, or any Subsidiary of the --------------------- Company, shall incorporate, create or acquire any Material U.S. Subsidiary, or if any Subsidiary of the Company shall become a Material U.S. Subsidiary, the Company shall cause such Subsidiary constituting such a Material U.S. Subsidiary to furnish promptly, but in no event more than 30 days after sending the notice required under subsection 7.3(c), each of the following to the Agent, in sufficient quantities for each Bank:
(i) Subject to Section 10.21(c)(ii), a duly executed notice and agreement in substantially the Company or any Permitted Affiliate Parent may, upon not less than five Business Days prior written notice to the Administrative Agent, request that any Permitted Affiliate Parent, any Affiliate Subsidiary or any member form of the Restricted Group becomes Exhibit I (an "Additional Guarantor under this Assumption Agreement."); and --------- -----------------------------------------
(ii) Any (A) (1) copies of the resolutions of the board of directors of such Person referred Subsidiary approving and authorizing the execution, delivery and performance by such Subsidiary of its Additional Guarantor Assumption Agreement and this Agreement, certified as of the date of such Additional Guarantor Assumption Agreement (the "Additional Guarantor 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 and perform, as applicable, its Additional Guarantor Assumption Agreement, this Agreement and all other Loan Documents to be delivered hereunder; (B) the articles or certificate of incorporation of such Subsidiary as in Section 10.21(c)(ieffect on the Additional Guarantor Accession Date, certified by the Secretary or Assistant Secretary of such Subsidiary as of the Additional Guarantor Accession Date, and the bylaws of such Subsidiary as in effect on the Additional Guarantor Accession Date, certified by the Secretary or Assistant Secretary of such Subsidiary as of the Additional Guarantor Accession Date; and (C) may an opinion of counsel to such Subsidiary and addressed to the Agent and the Banks, substantially in the form of Exhibit E; --------- provided that Xxxxx Xxxxxxxx International Group, Inc. shall not be required to -------- become an Additional Guarantor if:
(A) such Person prior to July 31, 1998 and no special-purpose Subsidiary the Company deliver business and activities of which are restricted to being the Administrative Agent entity through which a xxxx completed and executed joinder agreement in form and substance reasonably satisfactory Permitted Receivables Purchase Facility is effected shall be required to the Administrative Agent;
(B) the Company confirms that no Event of Default is continuing or would occur as a result of such Person becoming be an Additional Guarantor;
(C) 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 Guarantor, 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 Guarantor;
(D) 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
(E) to the extent required by any Intercreditor Agreement, such Person shall have entered into all documentation required for it to accede to or acknowledge (as required) any applicable Intercreditor Agreement as a “debtor” (or other relevant capacity) or an Additional Guarantor (as defined thereunder).
(iii) The Administrative Agent shall notify the Company and the Lenders promptly upon being satisfied that the conditions specified in Section 10.21(c)(ii) have been satisfied.
Appears in 2 contracts
Samples: Revolving Multicurrency Credit Agreement (Johns Manville International Group Inc), Revolving Multicurrency Credit Agreement (Johns Manville Corp /New/)
Additional Guarantors. (a) From time to time from the date hereof, any of the Borrower’s Subsidiaries (i) Subject to Section 10.21(c)(ii)that becomes a guarantor in respect of a Triggering Indebtedness, the Company or any Permitted Affiliate Parent mayand (ii) is not an Excluded Subsidiary, upon not less than five Business Days prior written notice to the Administrative Agent, request that any Permitted Affiliate Parent, any Affiliate Subsidiary or any member of the Restricted Group becomes an Additional shall become a Guarantor under this AgreementAgreement (each, an “Additional Guarantor”).
(iib) Any such Person referred In order to in Section 10.21(c)(i) may become an Additional Guarantor if:
(A) Guarantor, such Person and the Company Borrower’s Subsidiary shall deliver to the Administrative Agent a xxxx completed and executed joinder agreement (a “Guarantor Joinder Agreement”) (except for usual and customary provisions to the extent required under Applicable Law and reasonably acceptable to the Lenders), duly executed by such Additional Guarantor or Additional Guarantors, as applicable; provided that in form and substance reasonably satisfactory the case of each Additional Guarantor or Additional Guarantors, as applicable, that become a Guarantor pursuant to this Section 5.12, each such Additional Guarantor or Additional Guarantors, as applicable, shall (x) deliver to the Administrative Agent;
(B) Agent simultaneously with the Company confirms that no Event of Default is continuing or would occur as Guarantor Joinder Agreement a result of such Person becoming an Additional Guarantor;
(C) legal opinion addressed to the Administrative Agent (for and on behalf of each Lender and issued by a counsel to such Additional Guarantor or Additional Guarantors, as applicable, reasonably acceptable to the Lenders, covering such matters relating to the applicable Guarantor Joinder Agreement and the transactions contemplated hereby and thereby as the Lenders may reasonably request and (y) shall have receiveddeliver to the Administrative Agent and each Lender, at least three ten (10) Business Days prior to the date execution of accession of such Person as an Additional Guarantorthe Guarantor Joinder Agreement, all documentation and other information about such Person required by regulatory authorities under applicable “"know your customer” " and anti-money laundering rules and regulations, including under without limitation 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) USA PATRIOT Act and the USA Patriot ActCDD Rule, in form and substance 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 such Lender so as to the date of accession of such Person as an Additional Guarantor;
(D) not cause the Administrative Agent has received all or such Lender to be in violation of such rules and regulations. The execution and delivery of any Guarantor Joinder Agreement shall not require the documents consent of any other Loan Party hereunder. The rights and other evidence listed obligations of each Loan Party hereunder shall remain in Schedule 10.21 in relation to such Person, each in form full force and substance reasonably satisfactory to the Administrative Agent; and
(E) to the extent required by effect notwithstanding any Intercreditor Agreement, such Person shall have entered into all documentation required for it to accede to or acknowledge (as required) any applicable Intercreditor Agreement as a “debtor” (or other relevant capacity) or an Additional Guarantor (as defined thereunder)becoming a party to this Agreement.
(iii) The Administrative Agent shall notify the Company and the Lenders promptly upon being satisfied that the conditions specified in Section 10.21(c)(ii) have been satisfied.
Appears in 2 contracts
Samples: Revolving Credit Agreement (Mercadolibre Inc), Revolving Credit Agreement (Mercadolibre Inc)
Additional Guarantors. (a) If, as of the date of the most recently available financial statements delivered pursuant to Section 5.01(a) or (b), as the case may be, any Subsidiary shall have become a Material Domestic Subsidiary (or shall be otherwise designated as a Material Domestic Subsidiary by the Borrower hereunder or under the Revolving Credit Agreement) or any Person shall have become a Material Foreign Subsidiary (or shall be otherwise designated as a Material Foreign Subsidiary by the Borrower hereunder or under the Revolving Credit Agreement), then the Borrower shall:
(i) Subject to Section 10.21(c)(ii)In the case of any such Subsidiary that becomes (or is so designated as) a Material Domestic Subsidiary, the Company within 30 days (or any Permitted Affiliate Parent may, upon not less than five Business Days prior written notice to the Administrative Agent, request that any Permitted Affiliate Parent, any Affiliate Subsidiary or any member such longer period of the Restricted Group becomes an Additional Guarantor under this Agreement.
(ii) Any such Person referred to in Section 10.21(c)(i) may become an Additional Guarantor if:
(A) such Person and the Company deliver to time as the Administrative Agent may agree in its sole discretion) after delivery of such financial statements, (1) cause such Material Domestic Subsidiary to enter into a xxxx completed Guaranty, or, if a Guaranty has previously been entered into by a Material Domestic Subsidiary (and executed remains in effect), a joinder agreement to such Guaranty in form and substance reasonably satisfactory to the Administrative Agent;
, (B2) the Company confirms that no Event of Default is continuing or would occur as a result of such Person becoming an Additional Guarantor;
(C) deliver to 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 Guarantor, each Lender all documentation and other information about such Person required by bank regulatory authorities under applicable “know your know-your-customer” and anti-money laundering rules and regulations, including under the Beneficial Ownership Regulations USA PATRIOT Act, and (3) (x) deliver to the Administrative Agent any certificates representing the Collateral consisting of Equity Interests issued by such information Material Domestic Subsidiary (to includethe extent such Equity Interests are certificated) and Equity Interests owned by such Material Domestic Subsidiary (to the extent such Equity Interests are certificated and other than Excluded Collateral), (y) deliver to the Administrative Agent such joinder agreements, amendments and supplements to the relevant Security Documents or such other documents as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, for the avoidance benefit of doubtthe Secured Parties, a Beneficial Ownership Certification for each entity that qualifies as a “legal entity customer” thereunderLien on the Collateral owned by such Material Domestic Subsidiary (other than Excluded Collateral) and (z) take all actions necessary to cause such Lien to be duly perfected to the USA Patriot Actextent required by the Security Documents in accordance with all applicable laws.
(ii) In the case of any Person that becomes (or is so designated as) a Material Foreign Subsidiary, within 90 days (or such longer period of time as the Administrative Agent may agree in its sole discretion) after delivery of such financial statements, (i) deliver to the Administrative Agent such amendments and satisfactory supplements to each Finance Party the relevant Security Documents or such additional Security Documents (acting reasonably)including a Non-U.S. Pledge Agreement) as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, that has been for the benefit of Secured Parties, a Lien on the Collateral consisting of the Equity Interests issued by such Material Foreign Subsidiary (other than Excluded Collateral) and (ii) take all actions necessary to cause such Lien to be duly perfected to the extent required by the Security Documents in accordance with all applicable laws.
(b) If requested by the Administrative Agent (for itself or on behalf of any Lender) or any Lender (through Agent, the Administrative Agent and shall receive an opinion of counsel for itself) in writing at least ten days prior the Borrower (or local counsel to the date of accession of such Person as an Additional Guarantor;
(D) the Administrative Agent has received all of to the documents and other evidence listed extent customary in Schedule 10.21 in relation to such Person, each an Applicable Foreign Jurisdiction) in form and substance reasonably satisfactory to the Administrative Agent; andAgent in respect of matters reasonably requested by the Administrative Agent relating to any Guaranty or joinder agreement or the amendments and supplements to the Security Documents or additional Security Documents delivered pursuant to this Section, dated as of the date of such Guaranty or joinder agreement, amendments and supplements or additional Security Documents.
(c) Notwithstanding the foregoing, the Borrower and the Guarantors shall not be required, nor shall the Administrative Agent be authorized, (A) to take any additional steps to perfect the above described pledges and security interests by any means other than by (1) filings pursuant to the Uniform Commercial Code in the office of the secretary of state (or similar central filing office) of the relevant States(s) and filings with the USPTO and the USCO and (2) delivery to the Administrative Agent to be held in its possession of all Collateral consisting of stock certificates evidencing Equity Interests issued by the Guarantors (other than Holdings) and Material Foreign Subsidiaries, in each case as expressly required herein or by the Loan Documents, (B) to take any action with respect to any assets located outside of the United States other than, with respect to the pledge of the Equity Interests of any Material Foreign Subsidiary, the jurisdiction of organization of such Material Foreign Subsidiary (such jurisdiction, the “Applicable Foreign Jurisdiction”) (it being understood that there shall be no security agreements, pledge agreements or other Security Documents that will be governed under the laws of any non-U.S. jurisdiction other than, with respect to the pledge of the Equity Interests of any Material Foreign Subsidiary, the Applicable Foreign Jurisdiction), (C) to make or authorize any filings with respect to intellectual property other than filings with the USPTO and USCO, (D) to enter into any control agreement with respect to any Collateral or (E) to require the extent required by amendment of any Intercreditor Agreement, such Person shall have entered into all documentation required for it to accede to or acknowledge (as required) any applicable Intercreditor Agreement as a “debtor” (limited liability company agreements or other relevant capacity) organizational documents for any Subsidiary of the Borrower, the certification of uncertificated securities or an Additional Guarantor (as defined thereunder)the delivery of any director resignation letters in respect of any Foreign Subsidiaries.
(iii) The Administrative Agent shall notify the Company and the Lenders promptly upon being satisfied that the conditions specified in Section 10.21(c)(ii) have been satisfied.
Appears in 2 contracts
Samples: Term Loan Agreement (Uber Technologies, Inc), Term Loan Agreement (Uber Technologies, Inc)
Additional Guarantors. (ia) Subject to Section 10.21(c)(iicompliance with the provisions of paragraphs (c) and (d) of Clause 23.9 (“Know your customer” checks), the Company or any Permitted Affiliate Parent may, upon not less than five Business Days prior written notice to the Administrative Agent, may request that any Permitted Affiliate Parentof its Subsidiaries which is not incorporated in a Restricted Jurisdiction become a Guarantor.
(b) Subject to the Agreed Security Principles, any Affiliate Subsidiary or any the Company shall ensure that each member of the Restricted Group becomes identified in Part 3 of Schedule 2 (Conditions Precedent) as an Obligor shall become an Additional Guarantor under this Agreementand shall grant the Transaction Security specified opposite the name of that member of the Group in Part 3 of Schedule 2 (Conditions Precedent) on or before the Closing Date.
(iic) Any Subject to the Agreed Security Principles, the Company shall procure that following the Closing Date any other member of the Group which is a Material Company shall, as soon as reasonably practicable and in any event within 60 days after becoming a Material Company, become an Additional Guarantor and, subject to the Agreed Security Principles, grant such Person referred Transaction Security as the Agent may require (acting reasonably) and shall accede to the Intercreditor Agreement in Section 10.21(c)(iaccordance with the terms thereof, provided that no Subsidiary of the Company incorporated in the People’s Republic of China, the Slovak Republic, the Czech Republic or in respect of the Kingdom of Thailand where such Subsidiary operates a school, shall be required to become an Additional Guarantor or grant Transaction Security (except that share security shall be granted, other than by a Subsidiary incorporated in the Kingdom of Thailand which operates a school in the Kingdom of Thailand, in respect of any Subsidiary of the Company incorporated in the Kingdom of Thailand).
(d) may A member of the Group shall become an Additional Guarantor if:
(Ai) such Person the Company and the Company proposed Additional Guarantor deliver to the Administrative Agent a xxxx duly completed and executed joinder agreement in form and substance reasonably satisfactory to the Administrative Agent;Accession Deed; and
(Bii) the Company confirms that no Event of Default is continuing or would occur as a result of such Person becoming an Additional Guarantor;
(C) 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 Guarantor, 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 Guarantor;
(D) the Administrative Agent has received all of the documents and other evidence listed in Part 2 and, if applicable, Part 3 of Schedule 10.21 2 (Conditions Precedent) in relation to such Personthat Additional Guarantor, each in form and substance reasonably satisfactory to the Administrative Agent; and
(E) to the extent required by any Intercreditor Agreement, such Person shall have entered into all documentation required for it to accede to or acknowledge (as required) any applicable Intercreditor Agreement as a “debtor” (or other relevant capacity) or an Additional Guarantor (as defined thereunder)acting reasonably.
(iiie) The Administrative Agent shall notify the Company and the Lenders promptly upon being satisfied that it has received (in form and substance satisfactory to it, acting reasonably) all the conditions specified documents and other evidence listed in Section 10.21(c)(ii) have been satisfiedPart 2 and, if applicable, Part 3 of Schedule 2 (Conditions Precedent).
Appears in 2 contracts
Samples: Amendment and Restatement Agreement (Nord Anglia Education, Inc.), Amendment and Restatement Agreement (Nord Anglia Education, Inc.)
Additional Guarantors. (a) If, from time to time, any Person qualifies as a Subsidiary Guarantor, the Borrower shall (i) Subject if such Person is a Domestic Subsidiary of a Loan Party, cause such Person to promptly (and in any event within fifteen (15) days from the date any such Person meets the requirements for becoming a Guarantor as set forth in this Section 10.21(c)(ii), the Company or any Permitted Affiliate Parent may, upon not less than five Business Days prior written notice 6.12) become a Guarantor by executing and delivering to the Administrative Agent, request that any Permitted Affiliate Parent, any Affiliate Subsidiary or any member Agent a counterpart of the Restricted Group becomes an Additional Guarantor under this Agreement.
Guaranty or such other documents or materials as the Administrative Agent shall reasonably deem appropriate for such purpose, (ii) Any provide the Administrative Agent with notice thereof, and (iii) cause such Person referred to in Section 10.21(c)(i) may become an Additional Guarantor if:
(A) such Person and the Company deliver to the Administrative Agent a xxxx completed and executed joinder agreement in form and substance reasonably satisfactory to the Administrative Agent;
(B) the Company confirms that no Event of Default is continuing or would occur as a result of such Person becoming an Additional Guarantor;
(C) the Administrative Agent (for and on behalf documents of the Lenderstypes referred to in clauses (iii) shall have received, at least three Business Days prior to the date and (iv) of accession of such Person as an Additional GuarantorSection 4.01(a), all documentation in form, content 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 Guarantor;
(D) 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 scope reasonably satisfactory to the Administrative Agent; andprovided, that to the extent such Person holds (whether upon delivery of the items required above or at any time after the delivery of the items required above) assets with a fair market value in excess of $20,000,000, the Borrower shall (if requested by Administrative Agent) cause to be delivered to the Administrative Agent favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in this clause (a)).
(Eb) Notwithstanding any other provisions of this Agreement to the contrary (x) to the extent required by any Intercreditor Agreementa Guarantor anticipates that it will no longer meet the requirements of the definition of a Subsidiary Guarantor, the Borrower may request a release of such Person shall have entered into all documentation required for it to accede to or acknowledge (as required) any applicable Intercreditor Agreement Guarantor as a “debtor” (or other relevant capacity) or an Additional Guarantor (as defined thereunder).hereunder in accordance with the following:
(iiii) The the Borrower shall deliver to the Administrative Agent, not less than ten (10) days and not more than forty-five (45) days prior to the anticipated or intended release of a Subsidiary Guarantor hereunder, a written request for release of the applicable Subsidiary Guarantor; and
(ii) the Administrative Agent shall notify have reviewed and approved (in writing) the Company request for release delivered pursuant to subclause (i) above; provided, that the failure of the Administrative Agent to respond to such a request within ten (10) days of its receipt thereof shall constitute the Administrative Agent’s approval thereof. Notwithstanding any language to the contrary above, so long as a Responsible Officer of the Borrower (or Parent) has certified in a compliance certificate (and the Lenders promptly upon being satisfied Administrative Agent has no evidence or information which brings into reasonable doubt the veracity of such certifications) that the conditions Subsidiary Guarantor no longer meets the requirements of the definition of Subsidiary Guarantor, the request for release shall be approved and issued by the Administrative Agent within the 10-day time period specified in Section 10.21(c)(ii) have been satisfiedsubsection (b)(ii). Upon satisfaction of each of the above-noted conditions, a Guarantor shall be deemed released from its obligations hereunder and under each of the Loan Documents. Administrative Agent shall, upon written request therefore, provide a written confirmation of the release of the applicable Guarantor hereunder. Notwithstanding anything to the contrary contained herein, to the extent any Person is a “Guarantor” under and pursuant to the terms of the Corporate Credit Facility, Borrower shall at all times during which such Person remains a “Guarantor” thereunder, cause such Person to be a Guarantor under this Agreement.
Appears in 2 contracts
Samples: Liquidity Credit Agreement (Tanger Properties LTD Partnership /Nc/), Liquidity Credit Agreement (Tanger Properties LTD Partnership /Nc/)
Additional Guarantors. Upon the direct or indirect formation or acquisition by the Borrower of a Material Subsidiary or upon a Subsidiary of the Borrower becoming a Material Subsidiary and prior to or concurrently with any Subsidiary of the Borrower becoming an Additional Senior Note Guarantor:
(i) Subject Borrower shall forthwith cause each such Subsidiary (the “Prospective Guarantor”) to Section 10.21(c)(ii)duly execute and deliver to the Administrative Agent the Guarantee to which it is a party;
(ii) the Borrower shall forthwith deliver, or cause to be delivered to, the Company or any Permitted Affiliate Parent mayAdministrative Agent, upon not less than five Business Days prior written notice in form and substance satisfactory to the Administrative Agent, request that any Permitted Affiliate Parent, any Affiliate Subsidiary or any member of the Restricted Group becomes an Additional Guarantor under this Agreement.
(ii) Any such Person referred to in Section 10.21(c)(i) may become an Additional Guarantor if:
(A) a duly certified copy of the articles of incorporation and by-laws or comparable constitutional documents of such Person and the Company deliver to the Administrative Agent a xxxx completed and executed joinder agreement in form and substance reasonably satisfactory to the Administrative AgentSubsidiary;
(B) a certificate of status or good standing for such Subsidiary issued by the Company confirms that no Event appropriate governmental body or agency of Default the jurisdiction in which such Subsidiary is continuing incorporated or would occur as a result otherwise formed (other than with respect to any Subsidiary whose jurisdiction of incorporation or formation does not customarily offer such Person becoming an Additional Guarantorcertificates);
(C) the Administrative Agent (for and on behalf a duly certified copy of the Lenders) shall have received, at least three Business Days prior to resolution of the date board of accession directors of such Person as an Additional GuarantorSubsidiary or other comparable authorization authorizing it to execute, all documentation deliver and other information about such Person required perform its obligations 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 Document to the date of accession of which such Person as an Additional GuarantorSubsidiary is a signatory;
(D) a certificate of an officer of such Subsidiary, in such capacity, setting forth specimen signatures of the individuals authorized to sign the Finance Documents to which such Subsidiary is a signatory;
(E) an opinion of such Subsidiary’s counsel addressed to the Lenders, the Administrative Agent has received all and its counsel, relating to the status and capacity of such Subsidiary, the due authorization, execution and delivery and the validity and enforceability of the documents Credit Documents to which such Subsidiary is a party in the jurisdiction of incorporation or formation of such Subsidiary and in the Province of Ontario and such other evidence listed in Schedule 10.21 in relation matters as the Administrative Agent may reasonably request;
(F) an opinion of the Lenders’ counsel with respect to such Person, each in form and substance matters as may be reasonably satisfactory to required by the Administrative AgentAgent in connection with such Subsidiary (including, without limitation, the legality, validity and binding nature of the obligations of such Subsidiary under, and the enforceability against such Subsidiary of, the Credit Documents which are governed by the laws of the Province of Ontario); and
(Eiii) the Administrative Agent and its counsel shall be satisfied, acting reasonably, that all necessary approvals, acknowledgements, directions and consents have been given and that all relevant laws have been complied with in respect of all agreements and transactions referred to herein, whereupon the extent required by any Intercreditor Agreement, such Person Prospective Guarantor shall have entered into all documentation required for it to accede to or acknowledge (as required) any applicable Intercreditor Agreement as a “debtor” (or other relevant capacity) or become an Additional Guarantor (as defined thereunder)Guarantor.
(iii) The Administrative Agent shall notify the Company and the Lenders promptly upon being satisfied that the conditions specified in Section 10.21(c)(ii) have been satisfied.
Appears in 2 contracts
Samples: Credit Agreement (New Gold Inc. /FI), Credit Agreement (New Gold Inc. /FI)
Additional Guarantors. (1) For so long as the Company is a party to or bound by the terms of the Credit Facility or any Substitute Credit Facility, if any Subsidiary that is not then a Guarantor guarantees any indebtedness or other obligations of the Company under the Credit Facility or any Substitute Credit Facility, then, contemporaneously with or prior to the effectiveness of such guarantee, the Company shall (i) execute and deliver, cause such Subsidiary and all other Guarantors to execute and deliver and use its reasonable best efforts to cause the Trustee to execute and deliver a supplemental indenture, in form satisfactory to the Trustee, pursuant to which such Subsidiary shall become a Guarantor under this Indenture and (ii) deliver to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that such supplemental indenture complies with this Indenture. Thereafter, such Subsidiary shall be a Guarantor for all purposes of this Indenture unless and until released from its Guarantee pursuant to this Indenture.
(2) For so long as the Company is not a party to or bound by the terms of the Credit Facility or any Substitute Credit Facility, if any Subsidiary that is not a Guarantor either (a) is or becomes a Domestic Significant Subsidiary or (b) guarantees any Subject Notes, then the Company shall (i) promptly execute and deliver, cause such Subsidiary and all other Guarantors to Section 10.21(c)(ii)execute and deliver and use its reasonable best efforts to cause the Trustee to execute and deliver a supplemental indenture, in form satisfactory to the Trustee, pursuant to which such Subsidiary shall become a Guarantor under this Indenture and (ii) deliver to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that such supplemental indenture complies with this Indenture. Thereafter, such Subsidiary shall be a Guarantor for all purposes of the Indenture unless and until released from its Guarantee pursuant to this Indenture.
(3) Notwithstanding any other provision of this Indenture, the Company will not cause or permit any Permitted Affiliate Parent may, upon not less than five Business Days prior written notice of its Subsidiaries to the Administrative Agent, request that guarantee any Permitted Affiliate Parent, any Affiliate Subsidiary or any member of the Restricted Group becomes an Additional Subject Notes unless such Subsidiary is either a Guarantor under this Agreement.
Indenture or, contemporaneously with or prior to the effectiveness of such Subsidiary's guarantee of such Subject Notes, (i) such Subsidiary, the Company and all other Guarantors execute and deliver a supplemental indenture, in form satisfactory to the Trustee, pursuant to which such Subsidiary shall become a Guarantor under this Indenture (in which case the Company shall use its reasonable best efforts to cause the Trustee to execute and deliver such supplemental indenture) and (ii) Any such Person referred to in Section 10.21(c)(i) may become an Additional Guarantor if:
(A) such Person and the Company deliver delivers to the Administrative Agent a xxxx completed Trustee an Officers' Certificate and executed joinder agreement in form and substance reasonably satisfactory to the Administrative Agent;
(B) the Company confirms that no Event an Opinion of Default is continuing or would occur as a result of such Person becoming an Additional Guarantor;
(C) 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 Guarantor, 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 Guarantor;
(D) the Administrative Agent has received all of the documents and other evidence listed in Schedule 10.21 in relation to such PersonCounsel, each in form and substance reasonably satisfactory to the Administrative Agent; and
(E) to the extent required by any Intercreditor Agreementstating that such supplemental indenture complies with this Indenture. Thereafter, such Person Subsidiary shall have entered into be a Guarantor for all documentation required for it purposes of this Indenture unless and until released from its Guarantee pursuant to accede to or acknowledge (as required) any applicable Intercreditor Agreement as a “debtor” (or other relevant capacity) or an Additional Guarantor (as defined thereunder)this Indenture.
(iii) The Administrative Agent shall notify the Company and the Lenders promptly upon being satisfied that the conditions specified in Section 10.21(c)(ii) have been satisfied.
Appears in 2 contracts
Samples: Senior Subordinated Indenture (Kb Home), Subordinated Indenture (Kb Home)
Additional Guarantors. (i) Subject to Section 10.21(c)(ii), the Company or any Permitted Affiliate Parent Borrowers may, upon not less than five Business Days prior written notice to the Administrative Agent, request that (A) prior to the SPV Structure Termination Date, any Affiliate of the SPV Borrower becomes an Additional Guarantor under this Agreement or (B) on or after the SPV Structure Termination Date, the Company, any Permitted Affiliate Parent, any of their Subsidiaries or any Affiliate Subsidiary or any member of the Restricted Group becomes an Additional Guarantor under this Agreement.
(ii) Any such Person referred to in Section 10.21(c)(i) may become an Additional Guarantor if:
(A) such Person and the Company Borrowers deliver to the Administrative Agent a xxxx duly completed and executed joinder agreement in form and substance reasonably satisfactory to the Administrative Agent;
(B) the Company confirms Borrowers confirm that no Event of Default is continuing or would occur as a result of such that Person becoming an Additional Guarantor;
(C) 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 Guarantor, 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 Guarantor;
(D) the Administrative Agent has received all of the documents and other evidence listed in Schedule 10.21 in relation to such that Person, each in form and substance reasonably satisfactory to the Administrative Agent; and
(E) to the extent required by any Collateral Sharing Agreement or any Intercreditor Agreement, as applicable, such Person shall have entered into all documentation required for it to accede to or acknowledge (as required) any applicable such Collateral Sharing Agreement or Intercreditor Agreement as a “debtor” (or other relevant capacity) or an Additional Guarantor (as defined thereunder).
(iii) The Administrative Agent shall notify the Company Borrowers and the Lenders promptly upon being satisfied that the conditions specified in Section 10.21(c)(ii) have been satisfied.
Appears in 2 contracts
Samples: Credit Agreement (Liberty Latin America Ltd.), Credit Agreement (Liberty Latin America Ltd.)
Additional Guarantors. (a) If the Company:
(i) Subject to Section 10.21(c)(ii), the Company or any Permitted Affiliate Parent may, upon not less than five Business Days prior written notice to the Administrative Agent, request requests that any Permitted Affiliate Parent, any Affiliate Subsidiary or any member one of the Restricted Group its wholly-owned Subsidiaries becomes an Additional Guarantor under this Agreement.Guarantor; or
(ii) Any such Person referred it is required to in Section 10.21(c)(imake one of its wholly-owned Subsidiaries an Additional Guarantor, it must give not less than 10 Business Days prior notice to the Facility Agent (and the Facility Agent must promptly notify the Lenders).
(b) may become If the accession of an Additional Guarantor if:
(A) such Person and requires any Finance Party to carry out customer due diligence requirements in circumstances where the necessary information is not already available to it, the Company deliver must promptly on request by any Finance Party supply to the Administrative Agent a xxxx completed and executed joinder agreement in form and substance that Finance Party any documentation or other evidence which is reasonably satisfactory to the Administrative Agent;
requested by that Finance Party (B) the Company confirms that no Event of Default is continuing or would occur as a result of such Person becoming an Additional Guarantor;
(C) the Administrative Agent (whether for and itself, on behalf of any Finance Party or any prospective new Lender) to enable a Finance Party or prospective new Lender to carry out and be satisfied with the Lendersresults of all applicable customer due diligence requirements.
(c) shall have received, at least three Business Days The prior consent of the Majority Lenders is required in relation to the date of accession of such Person any Subsidiary of the Company as an Additional Guarantor, all documentation and other information about unless such Person accession is required under applicable “know your customer” and anti-money laundering rules and regulations, including under in order to comply with Clause 19.14 (Maintenance of ranking).
(d) The Obligors acknowledge that the Beneficial Ownership Regulations (right to accede Additional Guarantors on or after 1 January 2013 is subject to certain of the provisions of the Finance Documents being amended to take account of FATCA before any such information to include, for the avoidance of doubt, a Beneficial Ownership Certification for each entity that qualifies as a “legal entity customer” thereunder) accession can take effect. The Company and the USA Patriot Act, and satisfactory to each Finance Party Facility Agent (acting reasonably), on the instructions of all the Lenders) shall enter into negotiations in good faith with a view to agreeing such amendments as are (in the reasonable opinion of all the Lenders) appropriate or desirable to take account of FATCA at that has been requested by time.
(e) If one of the Administrative Agent (for itself or on behalf wholly-owned Subsidiaries of any Lender) or any Lender (through the Administrative Agent and for itself) in writing at least ten days prior Company is to the date of accession of such Person as become an Additional Guarantor;, then the Company must (following consultation with the Facility Agent) deliver to the Facility Agent the relevant documents and evidence listed in Part 2 of Schedule 2 (Conditions Precedent Documents).
(Df) The relevant Subsidiary will become an Additional Guarantor when the Administrative Facility Agent notifies the other Finance Parties and the Company that it has received all of the documents and other evidence listed referred to in Schedule 10.21 in relation to such Person, each paragraph (d) above in form and substance reasonably satisfactory to the Administrative Agent; and
(E) to the extent required by any Intercreditor Agreement, such Person shall have entered into all documentation required for it to accede to or acknowledge (it. The Facility Agent must give this notification as required) any applicable Intercreditor Agreement soon as a “debtor” (or other relevant capacity) or an Additional Guarantor (as defined thereunder)reasonably practicable.
(iiig) The Administrative Delivery of an Accession Agreement, entered into by the relevant Subsidiary and the Company, to the Facility Agent shall notify constitutes confirmation by that Subsidiary and the Company and the Lenders promptly upon being satisfied that the conditions specified in Section 10.21(c)(ii) have been satisfiedRepeating Representations are correct as at the date of delivery.
Appears in 2 contracts
Samples: Revolving Credit Facility (Sara Lee Corp), Revolving Credit Facility (D.E Master Blenders 1753 B.V.)
Additional Guarantors. (i) Subject to Section 10.21(c)(ii)In the event that the Borrower shall request that certain Real Estate which is directly or indirectly owned or leased by a Wholly-Owned Subsidiary of the Borrower be included as a Borrowing Base Asset as contemplated by §5.3 and such Real Estate is included as a Borrowing Base Asset in accordance with the terms thereof, the Company or any Permitted Affiliate Parent mayBorrower shall, upon not less than five Business Days prior written notice as a condition to such Real Estate being included as a Borrowing Base Asset, in addition to the Administrative Agentrequirements of §7.20, request that cause each such Wholly-Owned Subsidiary (and any Permitted Affiliate Parent, any Affiliate Wholly-Owned Subsidiary or any member of the Restricted Group becomes an Additional Guarantor under this Agreement.
(iiBorrower that is a direct or indirect parent of such Wholly-Owned Subsidiary) Any such Person referred to in Section 10.21(c)(i) may become an Additional Guarantor if:
(A) such Person execute and the Company deliver to the Administrative Agent a xxxx completed Joinder Agreement, and executed joinder agreement such Subsidiary shall become a Guarantor hereunder and under the other Loan Documents. In addition, in form the event that the Borrower shall request that certain Real Estate owned or leased directly or indirectly by an Approved JV shall be included as a Borrowing Base Asset as contemplated by §5.3 and substance reasonably satisfactory such Real Estate is included as a Borrowing Base Asset in accordance with the terms thereof, and the applicable organizational agreements of such Approved JV which directly or indirectly owns or leases such Real Estate permit such Person to execute and deliver to the Administrative Agent;
(B) Agent a Joinder Agreement and become a Guarantor hereunder and under the Company confirms that no Event of Default is continuing other Loan Documents without the need for any consent or would occur authorization by any Person other than the Borrower or a Subsidiary thereof, then the Borrower shall, as a result condition to such Real Estate of an Approved JV being included as a Borrowing Base Asset, in addition to the requirements of §7.20, cause each such Approved JV to execute and deliver to the Agent a Joinder Agreement, and such Approved JV shall become a Guarantor hereunder and under the other Loan Documents. Each Subsidiary of the Borrower required to be a Guarantor pursuant to this §5.5 shall be specifically authorized, in accordance with its respective organizational agreements, to be a Guarantor hereunder and under the other Loan Documents and to execute the Contribution Agreement and such Security Documents as the Agent may require. The Borrower shall further cause all representations, covenants and agreements in the Loan Documents with respect to the Guarantors to be true and correct with respect to each such Subsidiary. In connection with the delivery of such Person becoming an Additional Guarantor;
(C) Joinder Agreement, the Administrative Agent (for and on behalf of the Lenders) Borrower shall have received, at least three Business Days prior deliver to the date of accession Agent such organizational agreements, resolutions, consents, opinions and other documents and instruments as the Agent may reasonably require (it being understood, with respect to any Approved JV, that the Agent shall not require the Borrower to obtain any consent or authorization by any Person other than the Borrower or a Subsidiary thereof in order for such Person to become a Guarantor hereunder or under the other Loan Documents and if any such consent or authorization is required for such Approved JV to become a Guarantor hereunder or thereunder, then such Approved JV shall not be required to become a Guarantor hereunder or thereunder as a condition for the Real Estate of such Person Approved JV to be included as an Additional Guarantor, 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 a Borrowing Base Asset). For the avoidance of doubt, if any Approved JV becomes a Beneficial Ownership Certification for each entity that qualifies Wholly-Owned Subsidiary of the Borrower as a “legal entity customer” thereunder) and result of 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) Borrower or any Lender Subsidiary acquiring one-hundred percent (through 100%) of the Administrative Agent and for itself) in writing at least ten days prior to the date of accession Equity Interests of such Person as an Additional Guarantor;
Approved JV, such Approved JV shall (D) 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
(E) to the extent not already a Guarantor) be required by any Intercreditor Agreement, such Person shall have entered into all documentation required for to become a Guarantor hereunder and under the other Loan Documents pursuant to this §5.5 so long as it to accede to directly or acknowledge (as required) any applicable Intercreditor Agreement indirectly owns or leases Real Estate included as a “debtor” (or other relevant capacity) or an Additional Guarantor (as defined thereunder).
(iii) The Administrative Agent shall notify the Company Borrowing Base Asset, and the Lenders promptly upon being satisfied that Borrower shall deliver to the conditions specified Agent, within ten (10) Business Days after such Approved JV becomes a Wholly-Owned Subsidiary, a Joinder Agreement and such organizational agreements, resolutions, consents, opinions and other documents and instruments as the Agent may reasonably require in Section 10.21(c)(ii) have been satisfiedconnection therewith.
Appears in 2 contracts
Samples: Senior Secured Credit Agreement (Healthcare Trust, Inc.), Senior Secured Credit Agreement (Healthcare Trust, Inc.)
Additional Guarantors. Borrower shall notify Administrative Agent at the time that any Person becomes a Subsidiary, and promptly thereafter (and in any event within 10 days) Borrower shall (a) execute and deliver, or cause to be executed and delivered, to Administrative Agent all Security Documents, stock certificates, stock powers and other agreements and instruments as may be requested by Administrative Agent to ensure that Administrative Agent has a perfected security interest in all Equity Interests held by any Obligated Party in such Subsidiary, and (b) cause such Person to (i) Subject become a Guarantor by executing and delivering to Section 10.21(c)(iiAdministrative Agent a Guaranty (or a joinder to any existing Guaranty), (ii) execute and deliver all Security Documents requested by Administrative Agent pledging to Administrative Agent for the Company or any Permitted Affiliate Parent maybenefit of the Secured Parties all of its Property (subject to such exceptions as Administrative Agent may permit), upon not less than five Business Days prior written notice subject, with respect to Oil and Gas Properties, the limitations set forth in clause (iii) below and take all actions required by Administrative Agent to grant to Administrative Agent for the benefit of Secured Parties a perfected first priority Lien on such property, including the filing of UCC financing statements in such jurisdictions as may be requested by Administrative Agent, request that any Permitted Affiliate Parent(iii) with respect to each Oil and Gas Property owned by such Subsidiary, any Affiliate Subsidiary execute, acknowledge and deliver a Mortgage or any member of the Restricted Group becomes an Additional Guarantor under this Agreement.
Mortgages required to comply with Section 4.1, (iiiv) Any such Person referred to in Section 10.21(c)(i) may become an Additional Guarantor if:
(A) such Person and the Company deliver to the Administrative Agent a xxxx completed title opinions and/or other title information and executed joinder agreement in form and substance reasonably satisfactory data acceptable to the Administrative Agent;
(B) the Company confirms that no Event of Default is continuing or would occur as a result of such Person becoming an Additional Guarantor;
(C) the Administrative Agent (for and on behalf of the Lenders) such that Administrative Agent shall have received, at least three Business Days prior together with the title information previously delivered to Administrative Agent, acceptable title information sufficient to meet the date requirements of accession Section 7.14; and (v) deliver to Administrative Agent such other documents and instruments as Administrative Agent may reasonably require, including appropriate favorable opinions of counsel to such Person as an Additional Guarantorin form, all documentation content 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 Guarantor;
(D) 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 scope reasonably satisfactory to the Administrative Agent; and
(E) to the extent required by any Intercreditor Agreement, such Person shall have entered into all documentation required for it to accede to or acknowledge (as required) any applicable Intercreditor Agreement as a “debtor” (or other relevant capacity) or an Additional Guarantor (as defined thereunder).
(iii) The Administrative Agent shall notify the Company and the Lenders promptly upon being satisfied that the conditions specified in Section 10.21(c)(ii) have been satisfied.
Appears in 2 contracts
Samples: Credit Agreement (Granite Ridge Resources, Inc.), Credit Agreement (Granite Ridge Resources, Inc.)
Additional Guarantors. (ia) Subject to Section 10.21(c)(iicompliance with the provisions of paragraphs (c) and (d) of Clause 21.9 (“Know your customer” checks), the Company or any Permitted Affiliate Parent may, upon not less than five Business Days prior written notice to the Administrative Agent, Borrower may request that any Permitted Affiliate Parent, any Affiliate of its wholly owned Subsidiaries which is not a Dormant Subsidiary or any member of the Restricted Group becomes an Additional Guarantor under this Agreement.
(ii) Any such Person referred to in Section 10.21(c)(i) may Guarantor. That Subsidiary shall become an Additional Guarantor if:
(Ai) such Person it is incorporated in the same jurisdiction as an existing Guarantor and the Company Majority Lenders approve the addition of that Subsidiary or otherwise if all the Lenders approve the addition of that Subsidiary;
(ii) the Borrower and that Subsidiary deliver to the Administrative Agent a xxxx duly completed and executed joinder agreement in form and substance reasonably satisfactory to the Administrative AgentAccession Deed;
(Biii) the Company Borrower confirms that no Event of Default is continuing or would occur as a result of such Person that Subsidiary becoming an Additional Guarantor;
; and (Civ) 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 Guarantor, 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 Guarantor;
(D) the Administrative Agent has received all of the documents and other evidence listed in Part C and, if applicable, Part D of Schedule 10.21 2 (Conditions precedent) in relation to such Personthat Additional Guarantor, each in form and substance reasonably satisfactory to the Administrative Agent; and
Agent (E) to acting on the extent required by any Intercreditor Agreement, such Person shall have entered into all documentation required for it to accede to or acknowledge (as required) any applicable Intercreditor Agreement as a “debtor” (or other relevant capacity) or an Additional Guarantor (as defined thereunderinstructions of the Majority Lenders).
(iiib) The Administrative Agent shall notify the Company Borrower and the Lenders promptly upon being satisfied that it has received (in form and substance satisfactory to it (acting on the conditions specified instructions of the Majority Lenders)) all the documents and other evidence listed in Section 10.21(c)(iiPart C and, if applicable, Part D of Schedule 2 (Conditions precedent).
(c) have been satisfiedOther than to the extent that the Majority Lenders notify the Agent in writing to the contrary before the Agent gives the notification described in paragraph (b) above, the Lenders authorise (but do not require) the Agent to give that notification. The Agent shall not be liable for any damages, costs or losses whatsoever as a result of giving any such notification.
Appears in 2 contracts
Samples: Facility Agreement (NorthStar Healthcare Income, Inc.), Facility Agreement (Northstar Realty Finance Corp.)
Additional Guarantors. (a) If, from time to time, any Person qualifies as a Subsidiary Guarantor, the Borrower shall (i) Subject if such Person is a Domestic Subsidiary of a Loan Party, cause such Person to promptly (and in any event within fifteen (15) days from the date any such Person meets the requirements for becoming a Guarantor as set forth in this Section 10.21(c)(ii), the Company or any Permitted Affiliate Parent may, upon not less than five Business Days prior written notice 6.12) become a Guarantor by executing and delivering to the Administrative Agent, request that any Permitted Affiliate Parent, any Affiliate Subsidiary or any member Agent a counterpart of the Restricted Group becomes an Additional Guarantor under this Agreement.
Guaranty or such other documents or materials as the Administrative Agent shall reasonably deem appropriate for such purpose, (ii) Any provide the Administrative Agent with notice thereof, and (iii) cause such Person referred to in Section 10.21(c)(i) may become an Additional Guarantor if:
(A) such Person and the Company deliver to the Administrative Agent a xxxx completed and executed joinder agreement in form and substance reasonably satisfactory to the Administrative Agent;
(B) the Company confirms that no Event of Default is continuing or would occur as a result of such Person becoming an Additional Guarantor;
(C) the Administrative Agent (for and on behalf documents of the Lenderstypes referred to in clauses (iii), (iv) shall have received, at least three Business Days prior to the date and (ix) of accession of such Person as an Additional GuarantorSection 4.01(a), all documentation in form, content 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 Guarantor;
(D) 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 scope reasonably satisfactory to the Administrative Agent; and
(E) provided, that to the extent required by any Intercreditor Agreement, such Person holds (whether upon delivery of the items required above or at any time after the delivery of the items required above) assets with a fair market value in excess of $20,000,000, the Borrower shall have entered into all (if requested by Administrative Agent) cause to be delivered to the Administrative Agent favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation required for it referred to accede to or acknowledge in this clause (as required) any applicable Intercreditor Agreement as a “debtor” (or other relevant capacity) or an Additional Guarantor (as defined thereundera)).
(iiib) The Notwithstanding any other provisions of this Agreement to the contrary to the extent a Guarantor anticipates that it will no longer meet the requirements of the definition of a Subsidiary Guarantor, the Borrower may request a release of such Guarantor as a Guarantor hereunder in accordance with the following:
(i) the Borrower shall deliver to the Administrative Agent, not less than ten (10) days and not more than forty-five (45) days prior to the anticipated or intended release of a Subsidiary Guarantor hereunder, a written request for release of the applicable Subsidiary Guarantor; and
(ii) the Administrative Agent shall notify have reviewed and approved (in writing) the Company request for release delivered pursuant to subclause (i) above; provided, that the failure of the Administrative Agent to respond to such a request within ten (10) days of its receipt thereof shall constitute the Administrative Agent’s approval thereof. Notwithstanding any language to the contrary above, so long as a Responsible Officer of the Borrower (or Parent) has certified in a compliance certificate (and the Lenders promptly upon being satisfied Administrative Agent has no evidence or information which brings into reasonable doubt the veracity of such certifications) that the conditions Subsidiary Guarantor no longer meets the requirements of the definition of Subsidiary Guarantor, the request for release shall be approved and issued by the Administrative Agent within the 10-day time period specified in Section 10.21(c)(ii) have been satisfiedsubsection (b)(ii); provided, however, no such release of a Guarantor hereunder shall become effective until such Subsidiary Guarantor no longer meets the requirements of the definition of a Subsidiary Guarantor. Upon satisfaction of each of the above-noted conditions, a Guarantor shall be deemed released from its obligations hereunder and under each of the Loan Documents. Administrative Agent shall, upon written request therefore, provide a written confirmation of the release of the applicable Guarantor hereunder.
Appears in 2 contracts
Samples: Term Loan Agreement (Tanger Properties LTD Partnership /Nc/), Term Loan Agreement (Tanger Properties LTD Partnership /Nc/)
Additional Guarantors. (a) At all times other than during a period following a Collateral and Guarantor Release Date that has not been followed by a Collateralization Date, as soon as practicable and in any event within 30 days after (i) Subject to Section 10.21(c)(ii), the Company any Person becomes a direct or any Permitted Affiliate Parent may, upon not less than five Business Days prior written notice to the Administrative Agent, request that any Permitted Affiliate Parent, any Affiliate indirect Restricted Subsidiary of Airgas or any member of the Restricted Group becomes an Additional Guarantor under this Agreement.
(ii) Any any direct or indirect Subsidiary of Airgas guarantees Airgas' obligations under any Junior Financing Documentation, the Credit Parties shall (a) provide the U.S. Agent with written notice thereof, (b) cause such Person referred to execute a Joinder Agreement, (c) deliver such other documentation as the U.S. Agent may reasonably request in Section 10.21(c)(i) may become an Additional Guarantor if:
(A) connection with the foregoing, including, without limitation, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of such Joinder Agreement) and other items of the Company deliver types required to the Administrative Agent a xxxx completed be delivered pursuant to Section 5.1(b), all in form, content and executed joinder agreement in form and substance scope reasonably satisfactory to the Administrative Agent;U.S. Agent and (d) otherwise comply with Section 7.13 in respect of such Person.
(Bb) Upon the Company confirms that no Event occurrence of Default is continuing or would occur a Collateralization Date, Airgas shall (i) cause each of its Restricted Subsidiaries to execute a Joinder Agreement, (ii) deliver such other documentation as a result the U.S. Agent may reasonably request in connection with the foregoing, including, without limitation, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of such Person becoming an Additional Guarantor;
(CJoinder Agreement) the Administrative Agent (for and on behalf other items of the Lenderstypes delivered pursuant to Section 5.1(b) shall have received, at least three Business Days prior to on the date of accession of such Person as an Additional GuarantorClosing Date, all documentation in form, content 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 Guarantor;
(D) 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 scope reasonably satisfactory to the Administrative Agent; and
(E) to the extent required by any Intercreditor Agreement, such Person shall have entered into all documentation required for it to accede to or acknowledge (as required) any applicable Intercreditor Agreement as a “debtor” (or other relevant capacity) or an Additional Guarantor (as defined thereunder).
U.S. Agent and (iii) The Administrative Agent otherwise comply with Section 7.13 in respect of such Restricted Subsidiaries. Notwithstanding anything in this Section 7.12 to the contrary, the Credit Parties shall notify not be required to provide legal opinions of foreign counsel with respect to Immaterial Foreign Subsidiaries in connection with the Company and the Lenders promptly upon being satisfied that the conditions specified in Section 10.21(c)(ii) have been satisfiedexecution of any Joinder Agreement.
Appears in 2 contracts
Samples: Credit Agreement (Airgas Carbonic Inc), Credit Agreement (Airgas Northern California & Nevada Inc)
Additional Guarantors. (ia) Subject to Section 10.21(c)(ii), the Company or any Permitted Affiliate Parent may, upon not less than five Business Days prior written notice Any Person may become a Guarantor by executing and delivering to the Administrative Agent, request that any Permitted Affiliate Parent, any Affiliate Subsidiary or any member of the Restricted Group becomes an Additional Guarantor under this Agreement.
Trustee (ii1) Any a supplemental indenture evidencing such Person referred to in Section 10.21(c)(i) may become an Additional Guarantor if:
(A) such Person and the Company deliver to the Administrative Agent a xxxx completed and executed joinder agreement Guarantor's Guarantee in form and substance reasonably satisfactory to the Administrative Agent;
(B) Trustee, which subjects such Person to the Company confirms that no Event provisions of Default is continuing or would occur this Indenture as a result Guarantor, and (2) an Opinion of Counsel to the effect that such supplemental indenture has been duly authorized and executed by such Person and constitutes the legal, valid, binding and enforceable obligation of such Person becoming an Additional Guarantor;(subject to such customary exceptions concerning fraudulent conveyance laws, creditors' rights and equitable principles as may be acceptable to the Trustee in its discretion).
(Cb) If the Administrative Agent Company or any of its Subsidiaries acquires or forms a Material U.S. Subsidiary (for and on behalf other than a Securitization Subsidiary) or if any Subsidiary of the LendersCompany shall become a Material U.S. Subsidiary (other than a Securitization Subsidiary), the Company will cause any such Subsidiary to (1) shall have received, at least three Business Days prior execute and deliver to the date of accession of such Person as an Additional Guarantor, 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, Trustee 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 Guarantor;
(D) the Administrative Agent has received all of the documents and other evidence listed in Schedule 10.21 in relation to such Person, each supplemental indenture in form and substance reasonably satisfactory to the Administrative Agent; and
(E) Trustee pursuant to which such Subsidiary shall guarantee all of the obligations of the Company with respect to the Securities issued under this Indenture on a joint and several basis, and on a basis pari passu with the then existing Guarantees with respect to both ranking and security (if any), in each case, in substantially the same manner and to the same extent set forth in this Article 11 or otherwise required under this Indenture, and (2) deliver to such Trustee an Opinion of Counsel reasonably satisfactory to such Trustee to the effect that a supplemental indenture has been duly executed and delivered by such Subsidiary and such Subsidiary is in compliance with the terms of the Indenture; provided, however, this requirement shall not apply to any Intercreditor Agreement, such Person shall have entered into all documentation required for it to accede to or acknowledge (as required) any applicable Intercreditor Agreement as a “debtor” (or other relevant capacity) or an Additional Guarantor (as defined thereunder)Securitization Subsidiary.
(iii) The Administrative Agent shall notify the Company and the Lenders promptly upon being satisfied that the conditions specified in Section 10.21(c)(ii) have been satisfied.
Appears in 1 contract
Samples: Indenture (Interface Inc)
Additional Guarantors. (a) Notify the Administrative Agent as promptly after any Person becomes a Subsidiary after the date hereof (such notice to specify whether such Subsidiary is a U.S. Subsidiary or an Offshore Subsidiary), and as soon as practicable thereafter (and in any event within 90 days, or such later time as the Administrative Agent may agree in its sole discretion), (i) Subject to Section 10.21(c)(ii), the Company or any Permitted Affiliate Parent may, upon not less if such Person is a U.S. Subsidiary (other than five Business Days prior written notice to the Administrative Agent, request that any Permitted Affiliate Parent, any Affiliate an Immaterial Subsidiary or any member of the Restricted Group becomes an Additional Guarantor under this Agreement.
(iia U.S. Foreign Holdco) Any cause such Person referred to in Section 10.21(c)(i) may become an Additional a U.S. Guarantor if:
(A) such Person by executing and the Company deliver delivering to the Administrative Agent a xxxx completed counterpart of the U.S. Guaranty, and (ii) if such Person either is (A) an Offshore Subsidiary of a Designated Borrower or (B) an Offshore Subsidiary or a U.S. Foreign Holdco that, in either case, directly or indirectly owns Equity Interests of a Designated Borrower, cause such Person to become an Offshore Guarantor of such Designated Borrower, to the extent permitted by Law, by executing and delivering to the Administrative Agent a counterpart of the applicable Offshore Guaranty.
(b) Notwithstanding the provisions of this Section 6.12 or any other provision of this Agreement to the contrary, (i) an Offshore Subsidiary shall only be required to guaranty the obligations of the Designated Borrower who owns or is owned by, directly or indirectly, such Offshore Subsidiary and (ii) if either (A) the Administrative Agent and Adtalem agree that the cost, burden or consequence (including adverse tax consequences) of obtaining an Offshore Guaranty from an Offshore Subsidiary is excessive in relation to the value of such Offshore Guaranty to the Lenders whose Obligations are guaranteed or (B) such Offshore Subsidiary (1) has assets which (together with the assets of its Subsidiaries who are not Offshore Guarantors) do not exceed 15% of the consolidated assets of Adtalem and its Subsidiaries as of the end of the most recent fiscal period for which financial statements were delivered pursuant to Section 6.1(a) or 6.1(b), and (2) together with its Subsidiaries who are not Offshore Guarantors, does not (or would not) represent more than 15% of the Consolidated EBITDA of Adtalem and its Subsidiaries as of the end of the most recent fiscal period for which financial statements were delivered pursuant to Section 6.1(a) or 6.1(b), then such Offshore Subsidiary shall not be required to become an Offshore Guarantor under this Section 6.12.
(c) Notwithstanding the provisions of this Section 6.12 or any other provision of this Agreement to the contrary, none of DeVry University, Inc., DeVry/New York, Inc., or any of their respective Subsidiaries as of the Closing Date shall be required to become U.S. Guarantors or comply with Section 6.13 until the earlier of: (i) the date that the DVU Purchase Agreement has terminated and (ii) if the DVU Purchase Agreement has not been terminated, January 15, 2019 (or such later date as the Administrative Agent may agree in its sole discretion). Each Guaranty executed joinder agreement pursuant to this Section 6.12 is to be accompanied by such supporting documents of the types referred to in form Section 4.1(a)(viii) and substance (ix) and, to the extent required by the Administrative Agent, opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of such Guaranty), all in form, content and scope reasonably satisfactory to the Administrative Agent;
(B) . In the Company confirms event that no Event of Default is continuing or a Loan Party subsequently becomes an Immaterial Subsidiary and would occur as not otherwise be required to execute and deliver a result of Guaranty pursuant to this Section 6.12, Adtalem shall be entitled to have such Person becoming an Additional Guarantor;
(C) 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 Guarantor, 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 Guarantor;
(D) 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
(E) to the extent required by any Intercreditor Agreement, such Person shall have entered into all documentation required for it to accede to or acknowledge (as required) any applicable Intercreditor Agreement as a “debtor” (or other relevant capacity) or an Additional Guarantor (as defined thereunder)Subsidiary released from its Guaranty.
(iii) The Administrative Agent shall notify the Company and the Lenders promptly upon being satisfied that the conditions specified in Section 10.21(c)(ii) have been satisfied.
Appears in 1 contract
Additional Guarantors. At any time after the date hereof, in the event that, during any fiscal quarter of Borrower, Borrower and the Subsidiary Guarantors do not own Unencumbered Assets which contribute at least eighty percent (i80%) Subject of the Adjusted Net Operating Income for all Unencumbered Assets of the Borrower and its Subsidiaries determined on a Consolidated basis in accordance with GAAP, then, at the time that Borrower is to Section 10.21(c)(iiprovide the Compliance Certificate with respect to such quarter to Administrative Agent, Borrower shall cause such Subsidiaries of Borrower, as designated by the Borrower and approved by Administrative Agent (such approval not to be unreasonably withheld), the Company or any Permitted Affiliate Parent may, upon not less than five Business Days prior written notice to execute and deliver a Guaranty to the Administrative Agent, request for the benefit of the Lenders, duly executed by such Subsidiaries (together with certificates and attachments of a nature similar to those described in Section 5.1(b) and (c) with respect to such Subsidiaries and an opinion of counsel of a nature similar to those in the form required pursuant to Section 5.8 (c)) so that Borrower and the Subsidiary Guarantors will again own Unencumbered Assets which contribute at least 80% of the Adjusted Net Operating Income for all Unencumbered Assets of the Borrower and its Subsidiaries on a Consolidated basis. Additionally, in the event that any Permitted Affiliate Parent, any Affiliate Subsidiary or any member of the Restricted Group becomes an Additional Borrower, whether presently existing or hereafter formed or acquired, which is not a Subsidiary Guarantor at such time, shall after the date hereof become a guarantor under this Agreement.
(ii) Any such Person referred to in Section 10.21(c)(i) may become an Additional Guarantor if:
(A) such Person and the Company deliver to any existing or future unsecured Indebtedness of Borrower, then promptly after the Administrative Agent Agent’s request therefor, Borrower shall cause such Subsidiary to execute and deliver a xxxx completed and executed joinder agreement in form and substance reasonably satisfactory Guaranty to the Administrative Agent;
, for the benefit of the Lenders, duly executed by such Subsidiaries (Btogether with certificates and attachments of a nature similar to those described in Section 5.1(b) and (c) with respect to such Subsidiaries and an opinion of counsel of a nature similar to those in the Company confirms that no form required pursuant to Section 5.8 (c)). Notwithstanding the foregoing, the foregoing Adjusted Net Operating Income for all Unencumbered Assets threshold of this Section shall not be applicable from and after the occurrence of, and during the continuance of, (a) an Event of Default is continuing Default, or would occur as (b) a result reduction by S&P of its Senior Debt Rating below BBB- or a reduction by Mxxxx’x of its Senior Debt Rating below Baa3 (it being understood that at such Person becoming an Additional Guarantor;
(C) time, the Administrative Agent (for and on behalf can require any Subsidiary of the LendersBorrower (other than an Excluded Subsidiary) shall have received, at least three Business Days prior which has not executed a Guaranty to the date immediately comply with requirements of accession of such Person as an Additional Guarantor, 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 Guarantor;
(D) 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
(E) to the extent required by any Intercreditor Agreement, such Person shall have entered into all documentation required for it to accede to or acknowledge (as required) any applicable Intercreditor Agreement as a “debtor” (or other relevant capacity) or an Additional Guarantor (as defined thereunderthis Section).
(iii) The Administrative Agent shall notify the Company and the Lenders promptly upon being satisfied that the conditions specified in Section 10.21(c)(ii) have been satisfied.
Appears in 1 contract
Samples: Secured Term Loan Agreement (New Plan Excel Realty Trust Inc)
Additional Guarantors. (ia) Subject to Section 10.21(c)(ii)If any Subsidiary shall at --------------------- any time become a U.S. Subsidiary, or if the Parent, the Company or any Permitted Affiliate Subsidiary otherwise shall incorporate, create or acquire any U.S. Subsidiary, the Parent mayand the Company shall cause such U.S. Subsidiary to furnish promptly, upon not less but in no event more than five Business Days prior written notice 30 days thereafter, each of the following to the Administrative Agent, request that any Permitted Affiliate Parent, any Affiliate Subsidiary or any member in sufficient quantities for each Lender:
(i) a duly executed notice and agreement in substantially the form of the Restricted Group becomes Exhibit I (an "Additional Guarantor under this --------- --------------------- Assumption Agreement."); --------------------
(ii) Any (A) copies of the resolutions of the board of directors (or equivalent governing body) of such Person referred to in Section 10.21(c)(i) may become an Subsidiary approving and authorizing the execution, delivery and performance by such Subsidiary of its Additional Guarantor if:Assumption Agreement and this Agreement, certified as of the date of such Additional Guarantor Assumption Agreement (the "Additional Guarantor Accession Date") by the Secretary or an ----------------------------------- Assistant Secretary (or other appropriate officer) of such Subsidiary; (B) a certificate of the Secretary or Assistant Secretary (or other appropriate officer) of such Subsidiary certifying the names and true signatures of the officers of such Subsidiary authorized to execute and deliver and perform, as applicable, its Additional Guarantor Assumption Agreement, this Agreement and all other Loan Documents to be delivered hereunder; (C) copies of the articles or certificate of incorporation and bylaws (or other applicable Organization Documents) of such Subsidiary as in effect on the Additional Guarantor Accession Date, certified by the Secretary or Assistant Secretary (or other appropriate officer) of such Subsidiary as of the Additional Guarantor Accession Date; and (D) an opinion of counsel to such Subsidiary and addressed to the Agent and the Lenders, substantially in the form of Exhibit J; --------- and
(iii) (A) such Person and the Company deliver amendments to the Administrative Agent a xxxx completed and executed joinder agreement in form and substance reasonably satisfactory schedules to the Administrative Agent;
Security Agreement as shall be required in connection with the accession of such Subsidiary thereto; (B) executed UCC-1 financing statements furnished by the Company confirms that no Event Agent in each jurisdiction in which such filing is necessary to perfect the security interest of Default is continuing or would occur as a result of such Person becoming an Additional Guarantor;
(C) the Administrative Agent (for and on behalf of the Lenders) shall have received, at least three Business Days prior to Lenders in the date of accession Collateral of such Person as an Additional Guarantor, all documentation Subsidiary and other information about in which the Agent requests that such Person required under applicable “know your customer” filing be made; 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” thereunderC) and the USA Patriot Act, and satisfactory to each Finance Party (acting reasonably), that has been if requested by the Administrative Agent (for itself or on behalf of any Lender) or any Lender (through if otherwise required by subsection 7.17(b), such Mortgages and other documents as may be required to create and perfect a lien in the Administrative Agent and for itself) in writing at least ten days prior to the date of accession interests of such Person as an Additional Guarantor;
(D) the Administrative Agent has received all of the documents Subsidiary in any real property and such title insurance policies and other evidence listed documents as the Agent or the Majority Lenders may reasonably request in Schedule 10.21 in relation to such Person, each in form and substance reasonably satisfactory to the Administrative Agent; and
(E) to the extent required by any Intercreditor Agreement, such Person shall have entered into all documentation required for it to accede to or acknowledge (as required) any applicable Intercreditor Agreement as a “debtor” (or other relevant capacity) or an Additional Guarantor (as defined thereunder)connection therewith.
(iiib) The Administrative Agent shall notify Additionally, the Parent, the Company and such Subsidiary shall have executed and delivered to the Lenders promptly upon being satisfied Agent (in sufficient quantities for each Lender) such other items as reasonably requested by the Agent in connection with the foregoing, including officers' certificates, search reports and other certificates and documents.
(c) The parties agree and acknowledge that Mail-Well Trade Receivables Corporation and any other direct or indirect special purpose Subsidiary of the conditions specified in Section 10.21(c)(ii) have been satisfiedParent or the Company created for purposes of effecting the purchase and sale of accounts receivable under the Permitted Receivables Purchase Facility shall not be required to be Guarantors hereunder.
Appears in 1 contract
Samples: Credit Agreement (Mail Well Inc)
Additional Guarantors. Notify the Administrative Agent at the time that any Person becomes a Domestic Subsidiary that constitutes a Consolidated Entity, and promptly thereafter (iand in any event within thirty (30) Subject to Section 10.21(c)(iidays), the Company or any Permitted Affiliate Parent mayexcept as specifically provided below, upon not less than five Business Days prior written notice cause such Person to (a) become a Guarantor by executing and delivering to the Administrative AgentAgent a Joinder Agreement and such other document as the Administrative Agent shall reasonably deem appropriate for such purpose, request that any Permitted Affiliate Parent, any Affiliate Subsidiary or any member of the Restricted Group becomes an Additional Guarantor under this Agreement.
and (iib) Any such Person referred to in Section 10.21(c)(i) may become an Additional Guarantor if:
(A) such Person and the Company deliver to the Administrative Agent a xxxx completed documents of the types referred to in clauses (iii) and executed joinder agreement in form (iv) of Section 4.01 (a) and substance reasonably satisfactory favorable opinions of counsel to the Administrative Agent;
(B) the Company confirms that no Event of Default is continuing or would occur as a result of such Person becoming an Additional Guarantor;
(C) which shall cover, among other things, the Administrative Agent (for legality, validity, binding effect and on behalf enforceability of the Lenders) shall have received, at least three Business Days prior documentation referred to the date of accession of such Person as an Additional Guarantorin clause (a)), all documentation in form, content 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 Guarantor;
(D) 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 scope reasonably satisfactory to the Administrative Agent; and
provided, however, that (Ei) a Consolidated Entity shall not be required to execute a Joinder Agreement and become a Guarantor hereunder if (A) such Consolidated Entity is inactive, has aggregate assets with a book value of less than $5,000,000 and has no operations or (B) such Consolidated Entity is prohibited under the terms of its Organization Documents or the terms of any Indebtedness from providing Guarantees of Indebtedness of any other Person, (ii) notwithstanding the foregoing, one or more Consolidated Entities designated by the Borrower that would otherwise be exempt from the requirements set forth in item (A) of subclause (i) above shall, nonetheless, be required to execute a Joinder Agreement and become a Guarantor pursuant to the provisions of this Section 6.12 so that the aggregate value of assets held by Consolidated Entities that are not required to execute Joinder Agreements pursuant to the terms of subclause (i)(A) above shall not exceed 10% of the total value of the Unencumbered Properties (as reasonably determined by the Administrative Agent using information provided to it by the Borrower pursuant to the terms of this Agreement) and (iii) to the extent required by any Intercreditor Agreementa Consolidated Entity that was previously exempted from execution of a Joinder Agreement pursuant to subclause (i) above no longer satisfies the criteria for exemption set forth therein, such Person Consolidated Entity shall have entered into all documentation required for it to accede to or acknowledge promptly fulfill the requirements of clauses (as requireda) any applicable Intercreditor Agreement as a “debtor” and (or other relevant capacityb) or an Additional Guarantor (as defined thereunder)above.
(iii) The Administrative Agent shall notify the Company and the Lenders promptly upon being satisfied that the conditions specified in Section 10.21(c)(ii) have been satisfied.
Appears in 1 contract
Additional Guarantors. (ia) Subject to Section 10.21(c)(iicompliance with the provisions of paragraphs (c) and (d) of Clause 21.10 ("Know your customer" checks), the Company or any Permitted Affiliate Parent may, upon not less than five Business Days prior written notice to the Administrative Agent, may request that any Permitted Affiliate of Startek's Subsidiaries become a Guarantor.
(b) Subject to Clause 23.33 (Guarantors) and Clause 23.35 (Conditions subsequent), the Company shall, subject to the Agreed Security Principles, procure that:
(i) any other member of the Group which is a Material Company shall, as soon as possible after becoming a Material Company, become an Additional Guarantor; and
(ii) the Parent, any Affiliate Subsidiary or the Company and any member of the Restricted Target Group becomes an Additional Guarantor under this Agreementwhich is a Material Company shall, as soon as possible after becoming a Material Company, subject to the Agreed Security Principles, grant Security as the Agent may require.
(iic) Any such Person referred to in Section 10.21(c)(i) may A member of the Group shall become an Additional Guarantor if:
(Ai) such Person the Company and the Company proposed Additional Guarantor deliver to the Administrative Agent a xxxx duly completed and executed joinder agreement in form and substance reasonably satisfactory to the Administrative Agent;Accession Deed; and
(Bii) the Company confirms that no Event of Default is continuing or would occur as a result of such Person becoming an Additional Guarantor;
(C) 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 Guarantor, 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 Guarantor;
(D) the Administrative Agent has received all of the documents and other evidence listed in Part 5 of Schedule 10.21 2 (Conditions Precedent and Conditions Subsequent) in relation to such Personthat Additional Guarantor, each in form and substance reasonably satisfactory to the Administrative Agent; and
(E) to the extent required by any Intercreditor Agreement, such Person shall have entered into all documentation required for it to accede to or acknowledge (as required) any applicable Intercreditor Agreement as a “debtor” (or other relevant capacity) or an Additional Guarantor (as defined thereunder).
(iiid) The Administrative Agent shall notify the Company and the Lenders promptly upon being satisfied that it has received (in form and substance satisfactory to it) all the conditions specified documents and other evidence listed in Section 10.21(c)(iiPart 5 of Schedule 2 (Conditions Precedent and Conditions Subsequent).
(e) have been satisfiedOther than to the extent that the Majority Lenders notify the Agent in writing to the contrary before the Agent gives the notification described in paragraph (d) above, the Lenders authorise (but do not require) the Agent to give that notification. The Agent shall not be liable for any damages, costs or losses whatsoever as a result of giving any such notification.
(f) The Company need only perform its obligations under paragraph (b) or (c) above if it is not unlawful for the relevant person to become a Guarantor and that person becoming a Guarantor would not result in personal, civil or criminal liability for that person's directors, officers or other management. Each Obligor must use, and must procure that the relevant person uses, all reasonable endeavours lawfully available to avoid any such unlawfulness or personal, civil or criminal liability for its directors, officers or other management and, if at any time the unlawfulness or personal liability ceases to apply with respect to any such person, the Company must comply with its obligations in respect of that person at that time. This includes agreeing to a limit on the amount guaranteed. The Agent may (but shall not be obliged to) agree to such a limit if, in its opinion, to do so would avoid the relevant unlawfulness or personal liability.
Appears in 1 contract
Samples: Facilities Agreement (StarTek, Inc.)
Additional Guarantors. In the event of any Bond Issuance occurring after the Closing Date or the issuance after the Closing Date of any guaranty or other credit support for any Bonds (other than any guaranty issued after the Closing Date that is required to be issued pursuant to the terms of the Note Documents in effect as of the Closing Date), in each case by any Wholly‑Owned Subsidiary or any wholly‑owned Subsidiary of the Parent Guarantor (other than Digital Realty - Term Loan Agreement the Operating Partnership, an existing Guarantor or an Immaterial Subsidiary) (any such Bond Issuances, guaranties and credit support being referred to as “Bond Debt”), such Subsidiary issuer or such guarantor or provider of credit support shall, at the cost of the Loan Parties, become a Guarantor hereunder (each, an “Additional Guarantor”) within 15 days after the issuance of such Bond Debt by executing and delivering to the Administrative Agent a Guaranty Supplement guaranteeing the Obligations of the other Loan Parties under the Loan Documents; provided, however, that Wholly‑Owned Foreign Subsidiaries that are not Immaterial Subsidiaries shall be permitted to incur (i) Subject Bond Debt in a principal amount not to exceed 10% of Total Asset Value, (ii) Debt under the Facility, and (iii) Secured Debt, in each case without being required to become a Guarantor pursuant to this Section 10.21(c)(ii5.01(j). Each Additional Guarantor shall, within such 15 day period, deliver to the Administrative Agent (A) all of the documents set forth in Sections 3.01(a)(iii), (iv), (v), (vi) and (vii) with respect to such Additional Guarantor, (B) all of the Company “know your client” information relating to such Additional Guarantor that is reasonably requested by the Administrative Agent or any Permitted Affiliate Parent may, upon not less than five Business Days prior written notice Lender and (C) a corporate formalities legal opinion relating to such Additional Guarantor from counsel reasonably acceptable to the Administrative Agent, request that any Permitted Affiliate Parent, any Affiliate Subsidiary or any member of the Restricted Group becomes an Additional Guarantor under this Agreement.
(ii) Any such Person referred to in Section 10.21(c)(i) may become an Additional Guarantor if:
(A) such Person and the Company deliver to the Administrative Agent a xxxx completed and executed joinder agreement all in form and substance reasonably satisfactory to the Administrative Agent;
(B) . If any Additional Guarantor is no longer a guarantor or credit support provider with respect to any Bonds, then the Company confirms Administrative Agent shall, upon the request of the Operating Partnership, release such Additional Guarantor from the Guaranty, provided that no Event of Default is continuing or would occur as a result of such Person becoming an Additional Guarantor;
(C) 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 Guarantor, all documentation occurred 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 Guarantor;
(D) 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
(E) to the extent required by any Intercreditor Agreement, such Person shall have entered into all documentation required for it to accede to or acknowledge (as required) any applicable Intercreditor Agreement as a “debtor” (or other relevant capacity) or an Additional Guarantor (as defined thereunder)be continuing.
(iii) The Administrative Agent shall notify the Company and the Lenders promptly upon being satisfied that the conditions specified in Section 10.21(c)(ii) have been satisfied.
Appears in 1 contract
Additional Guarantors. Not later than 30 days (ior such longer period as the Administrative Agent may agree) Subject after the date required for delivery of any quarterly or annual financial statements pursuant to Section 10.21(c)(ii)6.01, if any Domestic Subsidiary (other than a Bank Subsidiary) that is not a Guarantor as of the period end date of such financial statements would qualify as of such period end date as a Significant Subsidiary or (b) promptly (or such period as the Administrative Agent may agree) after the date that any Subsidiary becomes a guarantor with respect to any Existing Credit Agreement, the Company or any Permitted Affiliate Parent may, upon not less than five Business Days prior written notice Borrower shall cause such Subsidiary to the Administrative Agent, request that any Permitted Affiliate Parent, any Affiliate Subsidiary or any member of the Restricted Group becomes an Additional Guarantor under this Agreement.
(ii) Any such Person referred to in Section 10.21(c)(i) may become an Additional Guarantor if:
(A) such Person execute and the Company deliver to the Administrative Agent a xxxx completed Subsidiary Guaranty Supplement pursuant to which such Subsidiary agrees to be bound by the terms and executed joinder agreement in form provisions of the Subsidiary Guaranty, accompanied by (i) all other Loan Documents related thereto, (ii) certified copies of the certificates or articles of incorporation, organization or formation, by‑laws, limited liability company agreements, partnership agreements, and substance reasonably satisfactory other applicable Organization Documents, appropriate authorizing resolutions of the board of directors, board of managers, or comparable body, and opinions of counsel for such Subsidiary comparable to those delivered pursuant to Section 4.01, and (iii) such other documents as the Administrative Agent;
Agent may reasonably request. The Borrower may request that any Guarantor cease to be a Guarantor and be released and discharged from its obligations under the Subsidiary Guaranty if (i) the Equity Interests of such Guarantor are being sold or otherwise disposed of, or such Guarantor is being dissolved, in a transaction not prohibited by the terms of this Agreement, or (ii) such Guarantor both (A) (x) has ceased to qualify as a Significant Subsidiary as indicated by the most recent quarterly or annual financial statements delivered pursuant to Section 6.01 or (y) after giving pro forma effect to any Asset Sale or sale or other disposition made by such Guarantor or Subsidiaries of such Guarantor as if such Asset Sale or disposition occurred during the most recent period for which financial statements have been delivered pursuant to Section 6.1, would cease to qualify as a Significant Subsidiary and (B) the Company confirms that no Event of Default has or is continuing or would occur being released as a result of such Person becoming an Additional Guarantor;
(C) the Administrative Agent (for and on behalf guarantor of the Lenders) shall have received, at least three Business Days prior to the date of accession of such Person as an Additional Guarantor, 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 Guarantor;
(D) the Administrative Agent has received all obligations of the documents Borrower under both of the Existing Credit Agreements (if 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
(E) to the extent required by any Intercreditor Agreementthen existing, such Person shall have entered into all documentation required for it to accede to or acknowledge (as required) any applicable Intercreditor Agreement as a “debtor” (or other relevant capacity) or an Additional Guarantor (as defined thereunderapplicable).
(iii) The Administrative Agent shall notify the Company and the Lenders promptly upon being satisfied that the conditions specified in Section 10.21(c)(ii) have been satisfied.
Appears in 1 contract
Additional Guarantors. (i) Subject to Section 10.21(c)(ii)If any Arbitron Subsidiary, other than a Foreign Subsidiary, shall at any time become a Material Subsidiary, or if the Borrower or any Subsidiary otherwise shall incorporate, create or acquire any Material Subsidiary, other than a Foreign Subsidiary, the Company or any Permitted Affiliate Parent mayBorrower shall cause such Material Subsidiary to furnish promptly, upon not less but in no event more than five Business Days prior written notice 30 days thereafter, each of the following to the Administrative Agent, request that any Permitted Affiliate Parentin sufficient quantities for each Lender:
(a) if such Subsidiary is the first such Subsidiary, any Affiliate a duly executed Subsidiary Guaranty, and for each such succeeding Subsidiary, a duly executed notice and agreement in substantially the form of Exhibit N (an "Additional Guarantor Assumption Agreement");
(b) a duly executed Subsidiary Security Agreement, in substantially the form of Exhibit H, together with such other Collateral Documents as the Administrative Agent or any member Lender may request; and
(c) (i) copies of the Restricted Group becomes an resolutions of the board of directors (or equivalent governing body) of such Subsidiary approving and authorizing the execution, delivery and performance by such Subsidiary of its Subsidiary Guaranty or Additional Guarantor under Assumption Agreement, this Agreement.
, and the other Loan Documents, including all Collateral Documents to which it is a party), certified as of the effective date of such Additional Guarantor Assumption Agreement by the Secretary or an Assistant Secretary (or other appropriate officer) of such Subsidiary; (ii) Any a certificate of the Secretary or Assistant Secretary (or other appropriate officer) of such Person referred Subsidiary certifying the names and true signatures of the officers of such Subsidiary authorized to in Section 10.21(c)(i) may become an execute and deliver and perform, as applicable, its Additional Guarantor if:
Assumption Agreement, this Agreement and all other Loan Documents and Collateral Documents to be delivered hereunder; (Aiii) copies of the articles or certificate of incorporation and bylaws (or other applicable Organization Documents) of such Person Subsidiary as in effect on the effective date of such Additional Guarantor Assumption Agreement, certified by the Secretary or Assistant Secretary (or other appropriate officer) of such Subsidiary as of such date; and the Company deliver (iv) an opinion of counsel to such Subsidiary and addressed to the Administrative Agent a xxxx completed and executed joinder agreement the Lenders, in form and substance reasonably satisfactory to the Administrative Agent;
(B) the Company confirms that no Event of Default is continuing or would occur as a result of such Person becoming an Additional Guarantor;
(C) 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 Guarantor, 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) addressing the matters set forth in writing at least ten days prior to the date of accession of such Person as an Additional Guarantor;
(D) 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
(E) to the extent required by any Intercreditor Agreement, such Person shall have entered into all documentation required for it to accede to or acknowledge (as required) any applicable Intercreditor Agreement as a “debtor” (or other relevant capacity) or an Additional Guarantor (as defined thereunder).
(iii) The Administrative Agent shall notify the Company and the Lenders promptly upon being satisfied that the conditions specified in Section 10.21(c)(ii) have been satisfied.Exhibit O.
Appears in 1 contract
Samples: Credit Agreement (Arbitron Inc)
Additional Guarantors. In the event that the Borrower shall request that certain Real Estate of a Wholly Owned Subsidiary of Borrower or CVOP I be included as a Pool Property as contemplated by §5.3 and such Real Estate is approved for inclusion as a Pool Property in accordance with the terms hereof, the Borrower shall, as a condition to such Real Estate being included as a Pool Property, cause each such Wholly Owned Subsidiary, and any other Subsidiary of Borrower or CVOP I which owns an interest in such Wholly-Owned Subsidiary, to execute and deliver to Agent a Joinder Agreement, and such Subsidiary or Subsidiaries, as applicable, shall become a Guarantor hereunder. In addition, in the event any Subsidiary of the BorrowerREIT shall constitute a Material Subsidiary, the Borrower shall promptly notify Agent and within sixty (i60) Subject calendar days execute and deliver to Section 10.21(c)(iiAgent a Joinder Agreement, and such Subsidiary shall become a Subsidiary Guarantor hereunder. Without limiting the foregoing, in the event any Subsidiary of the REIT shall constitute a Material Subsidiary within the meaning of clause (b) of the definition thereof, the Borrower shall cause such Subsidiary, as a condition to such Subsidiary becoming a guarantor or other obligor with respect to such other Unsecured Debt described therein (unless such Indebtedness was incurred prior to such Subsidiary becoming a Subsidiary Guarantor and not in contemplation of such Subsidiary becoming a Subsidiary Guarantor, in which case such Subsidiary shall execute and deliver to Agent a Joinder Agreement within five (5) Business Days of such Person’s becoming a Subsidiary of REIT), cause each such Subsidiary to execute and deliver to Agent a Joinder Agreement, and such Subsidiary shall thereby become a Subsidiary Guarantor hereunder. Each such Subsidiary Guarantor shall be specifically authorized, in accordance with its respective organizational documents, to be a Guarantor hereunder and to execute the Company or any Permitted Affiliate Parent mayContribution Agreement and, upon not less than five Business Days prior written notice to until the Administrative Agent, request that any Permitted Affiliate Parent, any Affiliate Subsidiary or any member occurrence of the Restricted Group becomes an Additional Guarantor under this Release of Security Date, such Security Documents as Agent may require. The Borrower shall further cause all representations, covenants and agreements in the Loan Documents with respect to Guarantors to be true and correct with respect to each such Subsidiary. In connection with the delivery of such Joinder Agreement.
(ii) Any such Person referred to in Section 10.21(c)(i) may become an Additional Guarantor if:
(A) such Person and , the Company Borrower shall deliver to the Administrative Agent a xxxx completed and executed joinder agreement in form and substance reasonably satisfactory to the Administrative Agent;
(B) the Company confirms that no Event of Default is continuing or would occur as a result of such Person becoming an Additional Guarantor;
(C) the Administrative Agent (for and on behalf of the Lenders) shall have receivedorganizational agreements, at least three Business Days prior to the date of accession of such Person as an Additional Guarantorresolutions, all documentation consents, opinions 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 Guarantor;
(D) 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 instruments as the Agent may reasonably satisfactory to the Administrative Agent; and
(E) to the extent required by any Intercreditor Agreement, such Person shall have entered into all documentation required for it to accede to or acknowledge (as required) any applicable Intercreditor Agreement as a “debtor” (or other relevant capacity) or an Additional Guarantor (as defined thereunder)require.
(iii) The Administrative Agent shall notify the Company and the Lenders promptly upon being satisfied that the conditions specified in Section 10.21(c)(ii) have been satisfied.
Appears in 1 contract
Samples: Credit Agreement (Carter Validus Mission Critical REIT II, Inc.)
Additional Guarantors. (ia) Subject to Section 10.21(c)(iicompliance with the provisions of (b) and (c) of Clause 23(a) (“Know your customer” checks), the Company or may request that (i) any of its Subsidiaries, (ii) any Permitted Affiliate Parent mayor any Subsidiary of any Permitted Affiliate Parent or (iii) any Subsidiary of the Ultimate Parent (as defined in Schedule 16 (Definitions)) (other than the Company, upon not less than five Business Days prior written notice to a Permitted Affiliate Parent or a Subsidiary of the Administrative AgentCompany or a Permitted Affiliate Parent) (a “Proposed Affiliate Subsidiary”) become a Guarantor.
(b) A Subsidiary of the Company, request that any a Permitted Affiliate Parent, any a Subsidiary of a Permitted Affiliate Parent or a Proposed Affiliate Subsidiary or any member of the Restricted Group becomes an Additional Guarantor under this Agreement.
(ii) Any such Person referred to in Section 10.21(c)(i) may shall become an Additional Guarantor if:
(Ai) such Person the Company and the Company proposed Additional Guarantor deliver to the Administrative Facility Agent a xxxx duly completed and executed joinder agreement in form and substance reasonably satisfactory to the Administrative Agent;Obligor Accession Agreement; and
(Bii) the Company confirms that no Event of Default is continuing or would occur as a result of such Person becoming an Additional Guarantor;
(C) 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 Guarantor, 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 Guarantor;
(D) the Administrative Facility Agent has received all of the documents and other evidence listed in Part 3 of Schedule 10.21 2 (Conditions Precedent – Conditions Precedent Required To Be Delivered By An Additional Obligor) in relation to such Personthat Additional Guarantor, each in form and substance reasonably satisfactory to the Administrative Facility Agent; and
(E) to the extent required by any Intercreditor Agreement, such Person shall have entered into all documentation required for it to accede to or acknowledge (as required) any applicable Intercreditor Agreement as a “debtor” (or other relevant capacity) or an Additional Guarantor (as defined thereunder).
(iiic) The Administrative Facility Agent shall notify the Company and the Lenders promptly upon being satisfied that it has received (in form and substance satisfactory to it) all the conditions specified documents and other evidence listed in Section 10.21(c)(ii) have been satisfiedPart 3 of Schedule 2 (Conditions Precedent - Conditions Precedent Required To Be Delivered By An Additional Obligor).
Appears in 1 contract
Samples: Amendment and Restatement Agreement (Liberty Global PLC)
Additional Guarantors. (i) Subject Pursuant to Section 10.21(c)(ii)6.11 of the Credit Agreement, after the Company Closing Date, each new direct or indirect Subsidiary of the Borrower formed under the laws of Canada or any Permitted Affiliate Parent may, upon not less than five Business Days prior written notice Province thereof is required to the Administrative Agent, request that any Permitted Affiliate Parent, any Affiliate Subsidiary or any member of the Restricted Group becomes an Additional Guarantor under enter into this Agreement.
(ii) Any such Person referred to in Section 10.21(c)(i) may become an Additional Guarantor if:
(A) such Person and the Company deliver to the Administrative Agent a xxxx completed and executed joinder agreement in form and substance reasonably satisfactory to the Administrative Agent;
(B) the Company confirms that no Event of Default is continuing or would occur Agreement as a result of such Person becoming an Additional Guarantor;
(C) the Administrative Agent (for . Upon execution 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 Guarantor, 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 delivery by the Administrative Agent (for itself or on behalf and a Subsidiary of an instrument in the form attached as Annex 1 hereto, such Subsidiary shall become a Guarantor hereunder, with the same force and effect as if originally named as such herein. The execution and delivery of any Lendersuch instrument shall not require the consent of any other Guarantor hereunder. The rights and obligations of each Guarantor hereunder shall remain in full force and effect notwithstanding the addition of any Subsidiary as a party to this Agreement. Xxxx Canada Co. Xxxx Canada Diamond Sourcing Inc. Xxxx Canada Xxxxx 1, Inc. Xxxx Canada Xxxxx 2, Inc. Xxxxx Holding XX Xxxxx Partnership XX Xxxx Canada Holding LP SUPPLEMENT NO. dated as of [·] (this “Supplement”), to the Term Facility Canadian Guaranty Agreement dated as of [·] (the “Facility Guaranty”), among XXXX CORPORATION, a Delaware corporation (the “Borrower”), the Subsidiaries from time to time party thereto (each, a “Guarantor”, and collectively, the “Guarantors”) and Z INVESTMENT HOLDINGS, LLC, in its capacity as administrative agent (in such capacity, the “Administrative Agent”). Reference is made to the Credit Agreement dated as of [·], 2010 (as such may be amended, modified, supplemented or any Lender restated hereafter, the “Credit Agreement”), by and among (through i) the Borrower, (ii) the Lenders named therein and (iii) Z INVESTMENT HOLDINGS, LLC, as Administrative Agent. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement and the Facility Guaranty referred to herein. The Guarantors have entered into the Facility Guaranty in order to induce the Lenders to make Loans. SECTION 5.14. of the Facility Guaranty provides that new direct and indirect Subsidiaries of the Borrower may become Guarantors under the Facility Guaranty by execution and delivery of an instrument in the form of this Supplement. The undersigned Subsidiary (the “New Subsidiary”) is executing this Supplement to become a Guarantor under the Facility Guaranty as consideration for Loans previously made under the Credit Agreement. Accordingly, the Administrative Agent and for itself) in writing at least ten days prior to the date of accession of such Person New Subsidiary agree as an Additional Guarantor;
(D) 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
(E) to the extent required by any Intercreditor Agreement, such Person shall have entered into all documentation required for it to accede to or acknowledge (as required) any applicable Intercreditor Agreement as a “debtor” (or other relevant capacity) or an Additional Guarantor (as defined thereunder).
(iii) The Administrative Agent shall notify the Company and the Lenders promptly upon being satisfied that the conditions specified in Section 10.21(c)(ii) have been satisfied.follows:
Appears in 1 contract
Samples: Credit Agreement (Zale Corp)
Additional Guarantors. The Credit Parties will cause each of their Restricted Subsidiaries that are not Excluded Subsidiaries, whether newly formed, after acquired or otherwise existing (iincluding by reason of redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary that is not otherwise an Excluded Subsidiary or any Restricted Subsidiary ceasing to be an Excluded Subsidiary) Subject to Section 10.21(c)(iipromptly (and in any event within thirty (30) days after such Restricted Subsidiary is formed, acquired or redesignated or otherwise ceases to be an Excluded Subsidiary (or such longer period of time as agreed to by the Administrative Agent in its reasonable discretion)) become a Guarantor hereunder by way of execution of a Joinder Agreement. In connection therewith, the Company or any Permitted Affiliate Parent may, upon Credit Parties shall give notice to the Administrative Agent not less than five Business Days ten (10) days prior written notice to creating a Restricted Subsidiary (or such shorter period of time as agreed to by the Administrative Agent in its reasonable discretion), or acquiring the Equity Interests of any other Person. The Credit Party Obligations shall be secured by, among other things, a first priority perfected security interest in the Collateral of such new Guarantor and a pledge of 100% of the Equity Interests of such new Guarantor and its Subsidiaries (other than any Subsidiary that is a CFC or FSHCO) and 65% of the voting Equity Interests and 100% of any non-voting Equity Interests of its first-tier Subsidiaries that are CFCs or FSHCOs. In connection with the foregoing, the Credit Parties shall deliver to the Administrative Agent, request that any Permitted Affiliate Parentwith respect to each new Guarantor to the extent applicable, any Affiliate Subsidiary substantially the same documentation required pursuant to Sections 4.1(b) through (f), (j), Section 5.12 and such other documents or any member of the Restricted Group becomes an Additional Guarantor under this Agreement.
(ii) Any such Person referred to in Section 10.21(c)(i) may become an Additional Guarantor if:
(A) such Person and the Company deliver to agreements as the Administrative Agent may reasonably request. The Credit -101- Parties will take all actions necessary to designate a xxxx completed and executed joinder agreement in form and substance reasonably satisfactory to the Administrative Agent;
(B) the Company confirms that no Event of Default is continuing or would occur Subsidiary as a result of such Person becoming an Additional Guarantor;
(C) 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 Guarantor, 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 Guarantor;
(D) 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
(E) to the extent required by any Intercreditor Agreement, such Person shall have entered into all documentation required for it to accede to or acknowledge (as required) any applicable Intercreditor Agreement as a “debtor” (or other relevant capacity) Restricted Subsidiary or an Additional Guarantor (as defined thereunder)Unrestricted Subsidiary in accordance with Section 1.7.
(iii) The Administrative Agent shall notify the Company and the Lenders promptly upon being satisfied that the conditions specified in Section 10.21(c)(ii) have been satisfied.
Appears in 1 contract
Additional Guarantors. (a) If, as of the date of the most recently available financial statements delivered pursuant to Section 5.01(a) or (b), as the case may be, any Subsidiary shall have become a Material Domestic Subsidiary (or shall be otherwise designated as a Material Domestic Subsidiary by the Borrower hereunder or under the Term Loan Agreement) or any Person shall have become a Material Foreign Subsidiary (or shall be otherwise designated as a Material Foreign Subsidiary by the Borrower hereunder or under the Term Loan Agreement), then the Borrower shall:
(i) Subject to Section 10.21(c)(ii)In the case of any such Subsidiary that becomes (or is so designated as) a Material Domestic Subsidiary, the Company within 30 days (or any Permitted Affiliate Parent may, upon not less than five Business Days prior written notice to the Administrative Agent, request that any Permitted Affiliate Parent, any Affiliate Subsidiary or any member such longer period of the Restricted Group becomes an Additional Guarantor under this Agreement.
(ii) Any such Person referred to in Section 10.21(c)(i) may become an Additional Guarantor if:
(A) such Person and the Company deliver to time as the Administrative Agent may agree in its sole discretion) after delivery of such financial statements, (1) cause such Material Domestic Subsidiary to enter into a xxxx completed Guaranty, or, if a Guaranty has previously been entered into by a Material Domestic Subsidiary (and executed remains in effect), a joinder agreement to such Guaranty in form and substance reasonably satisfactory to the Administrative Agent;
, (B2) the Company confirms that no Event of Default is continuing or would occur as a result of such Person becoming an Additional Guarantor;
(C) deliver to the Administrative Agent (for Agent, each Issuing Bank 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 Guarantor, each Lender all documentation and other information about such Person required by bank regulatory authorities under applicable “know your know-your-customer” and anti-money laundering rules and regulations, including under the Beneficial Ownership Regulations USA PATRIOT Act and (3) (x) deliver to the Administrative Agent any certificates representing the Collateral consisting of Equity Interests issued by such information Material Domestic Subsidiary (to includethe extent such Equity Interests are certificated) and Equity Interests owned by such Material Domestic Subsidiary (to the extent such Equity Interests are certificated and other than Excluded Collateral), (y) deliver to the Administrative Agent such joinder agreements, amendments and supplements to the relevant Security Documents or such other documents as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of the Secured Parties, a Lien on the Collateral owned by such Material Domestic Subsidiary (other than Excluded Collateral) and (z) take all actions necessary to cause such Lien to be duly perfected to the extent required by the Security Documents in accordance with all applicable laws.
(ii) In the case of any Person that becomes (or is so designated as) a Material Foreign Subsidiary, within 90 days (or such longer period of time as the Administrative Agent may agree in its sole discretion) after delivery of such financial statements, (i) deliver to the Administrative Agent such amendments and supplements to the relevant Security Documents or such additional Security Documents (including a Non-U.S. Pledge Agreement) as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of Secured Parties, a Lien on the Collateral consisting of the Equity Interests issued by such Material Foreign Subsidiary (other than Excluded Collateral) and (ii) take all actions necessary to cause such Lien to be duly perfected to the extent required by the Security Documents in accordance with all applicable laws. For the avoidance of doubt, no Domestic Subsidiary shall be required to become a Beneficial Ownership Certification for each entity Guarantor merely due to its ownership of Equity Interests in any Domestic Subsidiary 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 Guarantor;
(D) 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
(E) to the extent required by any Intercreditor Agreement, such Person shall have entered into all documentation required for it to accede to or acknowledge (as required) any applicable Intercreditor Agreement as a “debtor” (or other relevant capacity) or an Additional Guarantor (as defined thereunder)owns real property.
(iii) The Administrative Agent shall notify the Company and the Lenders promptly upon being satisfied that the conditions specified in Section 10.21(c)(ii) have been satisfied.
Appears in 1 contract
Samples: Revolving Credit Agreement (Uber Technologies, Inc)
Additional Guarantors. (ia) Subject to Section 10.21(c)(ii), the Company or any Permitted Affiliate The Parent may, upon not less than five Business Days prior written notice to the Administrative Agent, may request that any Permitted Affiliate Parent, any Affiliate Subsidiary or any of its wholly owned Subsidiaries become an Additional Guarantor.
(b) The Parent shall ensure that each member of the Restricted Group which becomes an Additional Borrower in accordance with the provisions of Clause 26.2 (Additional Borrowers) as an Additional Obligor shall become an Additional Guarantor and (except to the extent that the Transaction Security has been released pursuant to Clause 26.7 (Release of Security otherwise than on a Disposal) shall execute and deliver the Security Documents required by the Facility Agent on the date such member of the Group becomes an Additional Borrower unless legal counsel to the Facility Agent has confirmed that there is a provision of law prohibiting such member of the Group from becoming an Additional Guarantor under this Agreementand there are no applicable exemptions or exceptions to that prohibition which would permit such member to become an Additional Guarantor.
(iic) Any The Parent shall ensure that, if at any time, it is in breach of its obligations under Clause 23.24 (Guarantor Group), such Person referred other members of the Group which are Material Group Companies shall become Additional Guarantors and grant such Security as the Facility Agent may require in a number sufficient to in Section 10.21(c)(iensure compliance with the provisions of Clause 23.24 (Guarantor Group) may unless legal counsel to the Facility Agent has confirmed there is a provision of law prohibiting such member of the Group becoming an Additional Guarantor and there are no applicable exemptions or exceptions to that prohibition which would permit such member to become an Additional Guarantor. The Parent shall procure that the Group uses reasonable endeavours to overcome that prohibition.
(d) A member of the Group shall become an Additional Guarantor if:
(Ai) such Person and the Company deliver Obligors’ Agent delivers to the Administrative Facility Agent a xxxx duly completed and executed joinder agreement in form and substance reasonably satisfactory to the Administrative Agent;Accession Letter; and
(Bii) the Company confirms that no Event of Default is continuing or would occur as a result of such Person becoming an Additional Guarantor;
(C) 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 Guarantor, 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 Guarantor;
(D) the Administrative Facility Agent has received all of the documents and other evidence listed in Part II (Conditions Precedent Required to be Delivered by an Additional Obligor) of Schedule 10.21 2 (Conditions Precedent) in relation to such Personthat Additional Guarantor, each in form and substance reasonably satisfactory to the Administrative Facility Agent; and
(E) to the extent required by any Intercreditor Agreement, such Person shall have entered into all documentation required for it to accede to or acknowledge (as required) any applicable Intercreditor Agreement as a “debtor” (or other relevant capacity) or an Additional Guarantor (as defined thereunder).
(iiie) The Administrative Facility Agent shall notify the Company Obligors’ Agent and the Lenders promptly upon being satisfied that it has received (in form and substance satisfactory to it) all the conditions specified documents and other evidence listed in Section 10.21(c)(iiPart II (Conditions Precedent Required to be Delivered by an Additional Obligor) have been satisfiedof Schedule 2 (Conditions Precedent).
(f) The Facility Agent may (but shall not be obliged to) agree a limit on the amount of the liability of the potential Additional Guarantor or other changes to the Finance Documents which in the opinion of the Facility Agent, based on the advice of its legal counsel, are necessary to overcome a prohibition referred to in paragraph (c) above or a risk that a guarantee by the potential Additional Guarantor will not be legal, valid, binding, enforceable and effective. The cost of the advice of legal counsel obtained pursuant to this paragraph (f) shall be for the account of the Parent.
Appears in 1 contract
Samples: Facility Agreement (Yell Finance Bv)
Additional Guarantors. (i) Subject In the event that the Borrower shall request that certain Real Estate of a Wholly Owned Subsidiary of Borrower, Sila Realty OP, or Sila OP be included as an Unencumbered Property as contemplated by Section 2.28 and such Real Estate is approved for inclusion as an Unencumbered Property in accordance with the terms hereof, the Borrower shall, as a condition to such Real Estate being included as an Unencumbered Property but subject to Section 10.21(c)(ii5.11(d), the Company cause each Unencumbered Property Owner, and any other Subsidiary of Borrower, Sila Realty OP, or any Permitted Affiliate Parent maySila OP which owns an interest in such Unencumbered Property Owner, upon not less than five Business Days prior written notice to the Administrative Agent, request that any Permitted Affiliate Parent, any Affiliate Subsidiary or any member of the Restricted Group becomes an Additional Guarantor under this Agreement.
(ii) Any such Person referred to in Section 10.21(c)(i) may become an Additional Guarantor if:
(A) such Person execute and the Company deliver to the Administrative Agent a xxxx completed and executed joinder agreement in form and substance reasonably satisfactory to Joinder Agreement on or before the Administrative Agent;
(B) the Company confirms that no Event of Default is continuing or would occur as a result of such Person becoming an Additional Guarantor;
(C) the Administrative Agent (for and on behalf delivery date of the Lenders) shall have received, at least three Business Days prior to the date of accession of such Person Compliance Certificate in which sure Real Estate is initially listed as an Additional GuarantorUnencumbered Property or, all documentation and other information about if such Person required under applicable “know your customer” and anti-money laundering rules and regulationsReal Estate is initially listed for inclusion as an Unencumbered Property pursuant to a pro forma Compliance Certificate , including under on or before the Beneficial Ownership Regulations (such information to include, deadline for the avoidance delivery of doubt, a Beneficial Ownership Certification for each entity that qualifies as a “legal entity customer” thereunder) and the USA Patriot Actnext Compliance Certificate pursuant to Section 5.1(c), and satisfactory such Subsidiary or Subsidiaries, as applicable, shall become a Guarantor hereunder. In addition, in the event any Subsidiary of the Borrower shall constitute a Material Subsidiary, subject to each Finance Party (acting reasonablySection 5.11(d), that has been requested by the Administrative Agent (for itself or on behalf of any Lender) or any Lender (through Borrower shall promptly notify the Administrative Agent and on or before the deadline for itselfthe delivery of the next Compliance Certificate pursuant to Section 5.1(c) in writing at least ten days prior execute and deliver to the date of accession of such Person as an Additional Guarantor;
(D) the Administrative Agent has received all a Joinder Agreement, and such Subsidiary shall become a Subsidiary Guarantor hereunder. Without limiting the foregoing, in the event any Subsidiary of the documents and other evidence listed in Schedule 10.21 in relation Borrower shall constitute a Material Subsidiary within the meaning of clause (b) of the definition thereof, the Borrower shall cause such Subsidiary, as a condition to such PersonSubsidiary becoming a guarantor or other obligor with respect to such other Unsecured Debt described therein (unless such Indebtedness was incurred prior to such Subsidiary becoming a Subsidiary Guarantor and not in contemplation of such Subsidiary becoming a Subsidiary Guarantor, each in form which case such Subsidiary shall execute and substance reasonably satisfactory deliver to the Administrative Agent; and
Agent a Joinder Agreement within five (E5) Business Days of such Person’s becoming a Subsidiary of the Borrower), cause each such Subsidiary to execute and deliver to the extent required by any Intercreditor Administrative Agent a Joinder Agreement, and such Person Subsidiary shall have entered into thereby become a Subsidiary Guarantor hereunder. Each such Subsidiary Guarantor shall be specifically authorized, in accordance with its respective organizational documents, to be a Guarantor hereunder and to execute the Guaranty. The Borrower shall further cause all documentation required for it representations, covenants and agreements in the Loan Documents with respect to accede Guarantors to or acknowledge (as required) any applicable Intercreditor Agreement as a “debtor” (or other relevant capacity) or an Additional Guarantor (as defined thereunder).
(iii) The Administrative Agent shall notify the Company be true and the Lenders promptly upon being satisfied that the conditions specified correct in Section 10.21(c)(ii) have been satisfied.all material respects with respect to each such
Appears in 1 contract
Additional Guarantors. (ia) Subject to Section 10.21(c)(ii)The Company shall promptly, the Company or and in any Permitted Affiliate Parent may, upon not less than five event within three Business Days prior written notice after (1) a Subsidiary becomes a Material Subsidiary, (2) the formation or acquisition of a new Subsidiary that is a Material Subsidiary or (3) the occurrence of any other event creating a new Subsidiary that is a Material Subsidiary, cause such Material Subsidiary to execute and deliver a supplement to the Administrative Agent, request that any Permitted Affiliate Parent, any Affiliate Subsidiary or any member Guaranty Agreement in the form of Exhibit A to the Restricted Group becomes an Additional Guarantor under this Guaranty Agreement.
(b) Concurrently with the execution and delivery by a Material Subsidiary of a supplement to the Guaranty Agreement, the Company shall cause such Material Subsidiary to deliver to each holder of Notes (1) such documents and evidence with respect to such Material Subsidiary as any holder may reasonably request in order to establish the existence and good standing of such Material Subsidiary and evidence that the Board of Directors of such Material Subsidiary has adopted resolutions authorizing the execution and delivery of a supplement to the Guaranty Agreement, (2) evidence of compliance with such Material Subsidiary's outstanding debt instruments in the form of (i) a compliance certificate from such Material Subsidiary to the effect that such Material Subsidiary has complied with all terms and conditions of its outstanding debt instruments, (ii) Any consents or approvals of the holder or holders of any evidence of Debt or Security, and/or (iii) amendments of agreements pursuant to which any evidence of Debt or Security may have been issued, all as may be reasonably deemed necessary by the holders of Notes to permit the execution and delivery of a supplement to the Guaranty Agreement by such Person referred Material Subsidiary, (3) an opinion of counsel to in Section 10.21(c)(i) may become an Additional Guarantor if:
the effect that (Ai) such Person Material Subsidiary is a corporation or other business entity, duly organized, validly existing and in good standing, if applicable, under the laws of its jurisdiction of organization, has the power and the Company authority to execute and deliver a supplement to the Administrative Agent Guaranty Agreement and to perform the Guaranty Agreement, (ii) the execution and delivery of a xxxx completed supplement to the Guaranty Agreement and performance of the Guaranty Agreement has been duly authorized by all necessary action on the part of such Material Subsidiary, a supplement to the Guaranty Agreement has been duly executed joinder and delivered by such Material Subsidiary and the Guaranty Agreement constitutes the legal, valid and binding contract of such Material Subsidiary enforceable against such Material Subsidiary in accordance with its terms, subject to bankruptcy, insolvency, fraudulent conveyance or similar laws affecting creditors' rights generally, and general principles of equity (regardless of whether the application of such principles is considered in a proceeding in equity or at law), (iii) the execution and delivery of a supplement to the Guaranty Agreement and the performance by such Material Subsidiary of the Guaranty Agreement do not conflict with or result in any breach of any of the provisions of or constitute a default under or result in the creation of a Lien upon any of the property of such Material Subsidiary pursuant to the provisions of its charter documents or any agreement or other instrument known to such counsel to which such Material Subsidiary is a party to or by which such Material Subsidiary may be bound and (iv) no approval, consent or withholding of objection on the part of, or filing, registration or qualification with, any governmental body, Federal or state, is necessary in connection with the lawful execution and delivery of a supplement to the Guaranty Agreement by such Material Subsidiary or the performance of the Guaranty Agreement by such Material Subsidiary, which opinion may contain such assumptions and qualifications as are reasonably acceptable to the Required Holders, and (4) all other documents and showings reasonably requested by the holders of Notes in connection with the execution and delivery of a supplement to the Guaranty Agreement, which documents shall be satisfactory in form and substance reasonably satisfactory to the Administrative Agent;
(B) the Company confirms that no Event such holders and their special counsel, and each holder of Default is continuing or would occur as a result of such Person becoming an Additional Guarantor;
(C) the Administrative Agent (for and on behalf of the Lenders) Notes shall have received, at least three Business Days prior to the date received a copy (executed or certified as may be appropriate) of accession of such Person as an Additional Guarantor, 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 Guarantor;
(D) 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
(E) to the extent required by any Intercreditor Agreement, such Person shall have entered into all documentation required for it to accede to or acknowledge (as required) any applicable Intercreditor Agreement as a “debtor” (or other relevant capacity) or an Additional Guarantor (as defined thereunder)foregoing legal documents.
(iii) The Administrative Agent shall notify the Company and the Lenders promptly upon being satisfied that the conditions specified in Section 10.21(c)(ii) have been satisfied.
Appears in 1 contract
Additional Guarantors. (i) Subject to Section 10.21(c)(ii), the Company or any Permitted Affiliate Parent may, upon not less than five Business Days prior written notice to the Administrative Agent, request that any Permitted Affiliate Parent, any Affiliate Subsidiary or any member of the Restricted Group becomes an Additional Guarantor under this Agreement.
(ii) Any such Person referred to in Section 10.21(c)(i) may become an Additional Guarantor if:
(A) such Person Upon execution and the Company deliver to the Administrative Agent a xxxx completed and executed joinder agreement in form and substance reasonably satisfactory to the Administrative Agent;
(B) the Company confirms that no Event of Default is continuing or would occur as a result of such Person becoming an Additional Guarantor;
(C) 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 Guarantor, 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 delivery by the Administrative Agent (for itself or on behalf and a Material Domestic Subsidiary of an instrument in the form of Annex I hereto, such Material Domestic Subsidiary shall become a Guarantor hereunder with the same force and effect as if originally named as a Guarantor herein. The execution and delivery of any Lendersuch instrument shall not require the consent of any Guarantor hereunder. The rights and obligations of each Guarantor hereunder shall remain in full force and effect notwithstanding the addition of any new Guarantor as a party to this Guaranty. MENTOR TEXAS L.P., a Delaware limited partnership By: Mentor Texas GP LLC, a Delaware limited liability company Its: General Partner By: Lxxxx X. XxXxxxxxx Secretary & Treasurer MENTOR MINNESOTA INC., a Delaware corporation By: Lxxxx X. XxXxxxxxx Secretary & Treasurer THIS SECURITY AGREEMENT (the "Security Agreement") or any Lender is made and dated as of __________ __, 200_ by and among the Debtors listed on the signature pages hereof, those additional Persons that join in this Security Agreement by execution and delivery of a Joinder Agreement substantially in the form of Annex 1 to this Security Agreement (through collectively, jointly, and severally, the Administrative Agent "Debtors"), and for itself) in writing at least ten days prior to the date of accession of such Person as an Additional Guarantor;
BANK OF THE WEST, a California banking corporation (D) the Administrative Agent has received all "Bank of the documents West"), as collateral agent (the "Collateral Agent") for the Secured Parties described herein. Pursuant to a Credit Agreement dated May 25, 2005 by and other evidence listed in Schedule 10.21 in relation to such Personamong MENTOR CORPORATION, each in form and substance reasonably satisfactory to a Minnesota corporation (the "Borrower"), BANK OF THE WEST, as Administrative Agent; and
(E) to the extent required by any Intercreditor Agreement, such Person shall have entered into all documentation required for it to accede to or acknowledge (UNION BANK OF CALIFORNIA, N.A. as required) any applicable Intercreditor Agreement as a “debtor” (or other relevant capacity) or an Additional Guarantor (as defined thereunder).
(iii) The Administrative Agent shall notify the Company Syndication Agent, and the Lenders promptly upon being satisfied that (the conditions specified "Lenders") party thereto (as amended, extended and replaced from time to time, the "Credit Agreement"), the Lenders have agreed to extend credit to the Borrower from time to time. As a condition precedent to the Lenders' obligation to extend credit under the Credit Agreement and as security for the payment and performance of the Secured Obligations, the Debtors are required to execute and deliver, or join in, this Security Agreement, for the purpose of granting a security interest in Section 10.21(c)(ii) have been satisfiedCollateral, all as hereinafter provided.
Appears in 1 contract
Samples: Credit Agreement (Mentor Corp /Mn/)
Additional Guarantors. (ia) Subject From time to Section 10.21(c)(ii)time any one or more Subsidiaries of the Borrower (other than the Loan Parties) (each, the Company or any Permitted Affiliate Parent an “Additional Guarantor”) may, upon not less than five Business Days prior written notice to the Administrative Agent, request that any Permitted Affiliate Parentbecome a Guarantor hereunder by delivering to the Administrative Agent a Joinder Agreement, any Affiliate Subsidiary or any member substantially in the form of the Restricted Group becomes an Exhibit J (a “Joinder Agreement”), duly executed by such Additional Guarantor under this Agreement.
(ii) Any such Person referred to or Additional Guarantors, as applicable; provided that in Section 10.21(c)(i) may become an the case of each Additional Guarantor if:
or Additional Guarantors, as applicable, that become a Guarantor pursuant to this Section 10.17, each such Additional Guarantor or Additional Guarantors, as applicable, shall (Ax) such Person and the Company deliver to the Administrative Agent a xxxx completed simultaneously with the Joinder Agreement legal opinions from counsel to the Loan Parties in New York and executed joinder agreement in form the jurisdiction or incorporation of the Additional Guarantor or Additional Guarantors, as applicable, addressed to the Administrative Agent and substance each Lender, as applicable, reasonably satisfactory acceptable to the Administrative Agent;
(B) , covering such matters relating to the Company confirms that no Event of Default is continuing or would occur applicable Joinder Agreement and the transactions contemplated hereby and thereby as a result of such Person becoming an Additional Guarantor;
(C) the Administrative Agent may reasonably request and (for and on behalf of the Lendersy) shall have receiveddeliver to each Lender, at least three five Business Days prior to the date execution of accession of such Person as an Additional Guarantorthe Joinder Agreement, all documentation and other information about such Person required by regulatory authorities under applicable “know your customer” and antiAnti-money laundering Money Laundering Laws, including without limitation the USA PATRIOT Act, in form and substance satisfactory to such Lender so as to not cause such Lender to be in violation of such rules and regulations. The execution and delivery of any Joinder Agreement shall not require the consent of any other Loan Party hereunder. The rights and obligations of each Loan Party hereunder shall remain in full force and effect notwithstanding any Additional Guarantor becoming a party to this Agreement.
(b) If, including under as of the Beneficial Ownership Regulations last day of any fiscal quarter of the Borrower (such information to includefor purposes of this Section 10.17(b), the “reference date”), (i) the EBITDA of the Loan Parties as of the reference date, for the avoidance Rolling Period ended on the reference date (determined on a Consolidated basis in accordance with IFRS), represents less than 80% of doubtthe Consolidated EBITDA for such Rolling Period, or (ii) the unconsolidated total assets of the Loan Parties (other than Capital Stock of any Loan Party) as of the reference date (determined on a Beneficial Ownership Certification Consolidated basis in accordance with IFRS) represent less than 80% of the Consolidated Total Assets as of the reference date, or (iii) the aggregate amount of the net sales of goods of the Loan Parties as of the reference date, as reflected in the balance sheets of the Loans Parties for each entity that qualifies the fiscal quarter of the Loan Parties ended on the reference date, represents less than 80% of the amount of the net sales of goods of the Borrower and its Subsidiaries as a “legal entity customer” thereunderof the reference date, as reflected in the Consolidated balance sheets of the Borrower and its Subsidiaries for the fiscal quarter of the Borrower ended on the reference date, the Borrower shall, at its sole cost and expense, within the earlier of (x) and the USA Patriot Act60 days following such reference date, and satisfactory (y) 15 days following the date on which financial statements of the Borrower for the fiscal quarter of the Borrower ended on such reference date are actually delivered (or otherwise made available) pursuant to each Finance Party Section 6.01(a) or (acting reasonablyb), that has been requested as applicable, to the Administrative Agent, cause one or more Subsidiaries of the Borrower to become Additional Guarantor(s) hereunder, by executing and delivering to the Administrative Agent a Joinder Agreement, so that, (A) the EBITDA of such Additional Guarantors together with the EBITDA of the Loan Parties party to this Agreement as of the reference date, in each case, for the Rolling Period ended on the reference date (determined on a Consolidated basis), represents at least 80% of the Consolidated EBITDA for such Rolling Period, (B) the unconsolidated total assets of such Additional Guarantors together with the total assets of the Loan Parties (other than Capital Stock of any Loan Party) party to this Agreement as of the reference date, in each case (determined on a Consolidated basis), represent at least 80% of the Consolidated Total Assets as of such reference date, or (C) the amount of the net sales of goods of such Additional Guarantors together with the amount of the net sales of goods of the Loan Parties party to this Agreement as of the reference date, represent at least 80% of the amount of the net sales of goods of the Borrower and its Subsidiaries as of the reference date, as reflected in the Consolidated balance sheets of the Borrower and its Subsidiaries for the fiscal quarter of the Borrower ended on the reference date.
(c) The Borrower shall have the right, at any time and from time to time, following compliance with Section 10.17(b) as of the last day of the fiscal quarter of the Borrower most recently ended (for purposes of this paragraph, such date, the “reference date”), to request by written notice to the Administrative Agent the release of one or more Reference Guarantors from its obligations under the Loan Documents, but only to the extent that, after giving effect to the proposed release of such Reference Guarantor as Guarantor hereunder, (i) the EBITDA of the Loan Parties party to this Agreement as of the reference date (disregarding for such determination, EBITDA of the Reference Guarantor), for the Rolling Period ended on the reference date (determined on a Consolidated basis in accordance with IFRS), represents at least 80% of the Consolidated EBITDA for such Rolling Period, or (ii) the unconsolidated total assets (other than Capital Stock of any Loan Party) of the Loan Parties party to this Agreement (disregarding for such determination, assets of the Reference Guarantor) as of the reference date (determined on a Consolidated basis), represent at least 80% of the Consolidated Total Assets as of such reference date, or (iii) the amount of the net sales of goods of the Loan Parties party to this Agreement (disregarding for such determination, the amount of net sales of goods of the Reference Guarantor) as of the reference date, represent at least 80% of the amount of the net sales of goods of the Borrower and its Subsidiaries as of the reference date, as reflected in the Consolidated balance sheets of the Borrower and its Subsidiaries for the fiscal quarter of the Borrower ended on the reference date. Upon delivery of any such written notice by the Borrower to the Administrative Agent (for itself or on behalf of any Lender) or any Lender (through together with calculations in reasonable detail to that effect), the Administrative Agent shall, at the expense of the Borrower, take such actions and for itselfexecute and deliver such agreements, instruments and documents as may be necessary or advisable (as reasonably requested by the Borrower) in writing at least ten days prior order to the date of accession of evidence any such Person as an Additional Guarantor;release.
(Dd) As used in this Section 10.17, the Administrative Agent has received all of the documents and other evidence listed in Schedule 10.21 in relation term “EBITDA” with respect to such Person, each in form and substance reasonably satisfactory to the Administrative Agent; and
(E) to the extent required by any Intercreditor Agreement, such Person shall have entered into all documentation required for it a correlative meaning with the meaning of the term “Consolidated EBITDA,” provided that each reference to accede the Borrower in the definition of “Consolidated EBITDA” shall be deemed a reference to or acknowledge (as required) such Person but shall disregard any applicable Intercreditor Agreement as a “debtor” (or other relevant capacity) or an Additional Guarantor (as defined thereunder)reference to the Subsidiaries of such Person.
(iii) The Administrative Agent shall notify the Company and the Lenders promptly upon being satisfied that the conditions specified in Section 10.21(c)(ii) have been satisfied.
Appears in 1 contract
Samples: Credit and Guaranty Agreement (Buenaventura Mining Co Inc)
Additional Guarantors. (i) Subject Promptly cause to Section 10.21(c)(ii), the Company or any Permitted Affiliate Parent may, upon not less than five Business Days prior written notice to the Administrative Agent, request that any Permitted Affiliate Parent, any Affiliate Subsidiary or any member of the Restricted Group becomes an Additional become a Guarantor under this Agreement.
Agreement by execution of a guaranty supplement in substantially the form of Exhibit E hereto (iieach, a "Guaranty Supplement") Any such Person referred to in Section 10.21(c)(i) may become an Additional Guarantor if:
(A) such Person and the Company deliver each of its Subsidiaries that, as determined by reference to the Administrative Agent a xxxx completed annual audited Consolidated statement of financial performance and executed joinder agreement in form and substance reasonably satisfactory to the Administrative Agent;
(B) the Company confirms that no Event statement of Default is continuing or would occur as a result of such Person becoming an Additional Guarantor;
(C) the Administrative Agent (for and on behalf cash flow of the Lenders) shall have received, at least three Business Days Parent Guarantor for the fiscal year ended immediately prior to the date of accession determination, is a Material Subsidiary, provided that, if the Consolidated assets of the Parent Guarantor attributable to the Guarantors aggregate less than the aggregate principal amount of all Consolidated indebtedness of the Parent Guarantor that is not by its terms subordinated to the Obligations of the Loan Parties under this Agreement, in each case as determined by reference to the annual audited Consolidated statement of financial position of the Parent Guarantor, then the Loan Parties shall promptly cause to become Guarantors such additional Subsidiaries (other than those Subsidiaries expressly excluded under sub-clauses (a), (b) and (c) of the definition of Material Subsidiary) as would cause the total assets of the Parent Guarantor so attributable to the Guarantors hereunder to exceed the aggregate principal amount of such Person as an Additional Guarantorindebtedness, all documentation (B) any Material Subsidiary that is, immediately after the initial Borrowing, 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 doubtany Subsidiary that thereafter becomes, a Beneficial Ownership Certification for each entity guarantor of any Public Senior Debt, (C) any Material Subsidiary that qualifies is required to be added as a “legal entity customer” thereunder) Guarantor pursuant to Section 7.06 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 Guarantor;
(D) the Administrative Agent has received all of Parent Guarantor. Upon the documents execution 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
(E) to the extent required delivery by any Intercreditor AgreementPerson of a Guaranty Supplement, (a) such Person shall have entered into all documentation required for it be referred to accede as an "Additional Guarantor" and shall become and be a Guarantor hereunder, and each reference in this Agreement to a "Guarantor" shall also mean and be a reference to such Additional Guarantor, and (b) each reference herein to "this Agreement", "hereunder", "hereof" or acknowledge (as required) words of like import referring to this Agreement, and each reference in any applicable Intercreditor other Loan Document to this Agreement, "thereunder", "thereof" or words of like import referring to this Agreement, shall mean and be a reference to this Agreement as a “debtor” (or other relevant capacity) or an Additional Guarantor (as defined thereunder)supplemented by such Guaranty Supplement.
(iii) The Administrative Agent shall notify the Company and the Lenders promptly upon being satisfied that the conditions specified in Section 10.21(c)(ii) have been satisfied.
Appears in 1 contract
Additional Guarantors. Subject to the terms of the Security Documents and Section 3.18, Section(a) 4.01(k), Section 5.11 and Section 5.15, with respect to any personal property created or acquired after the Closing Date by any Credit Party that constitutes “Collateral” under any of the Security Documents or is intended to be subject to the Liens created by any Security Document but is not so subject to a Lien thereunder, but in any event subject to the terms, conditions and limitations thereunder, within sixty (60) days after the acquisition thereof, or such longer period as the Administrative Agent may approve in each case in its sole discretion, (i) Subject to Section 10.21(c)(ii), the Company or any Permitted Affiliate Parent may, upon not less than five Business Days prior written notice to the Administrative Agent, request that any Permitted Affiliate Parent, any Affiliate Subsidiary or any member of the Restricted Group becomes an Additional Guarantor under this Agreement.
(ii) Any such Person referred to in Section 10.21(c)(i) may become an Additional Guarantor if:
(A) such Person execute and the Company deliver to the Administrative Agent a xxxx completed and executed joinder agreement in form and substance reasonably satisfactory the Collateral Agent such amendments or supplements to the Administrative Agent;
(B) the Company confirms that no Event of Default is continuing relevant Security Documents or would occur such other documents, including, without limitation, customary legal opinions as a result of such Person becoming an Additional Guarantor;
(C) the Administrative Agent (or the Collateral Agent shall reasonably deem necessary to grant to the Collateral Agent, for its benefit and on behalf for the benefit of the Lendersother Secured Parties, a Lien under applicable U.S. state and federal law on such Collateral subject to no Liens other than Permitted Liens, and (ii) shall have received, at least three Business Days prior take all actions reasonably necessary to cause such Lien to be duly perfected to the date of accession of extent required by such Person as an Additional Guarantor, Security Document in accordance with all documentation applicable U.S. state and other information about such Person required under applicable “know your customer” and anti-money laundering rules and regulationsfederal law, including under the Beneficial Ownership Regulations (filing of financing statements in such information to include, for the avoidance of doubt, a Beneficial Ownership Certification for each entity that qualifies U.S. jurisdictions as a “legal entity customer” thereunder) and the USA Patriot Act, and satisfactory to each Finance Party (acting reasonably), that has been may be reasonably requested by the Administrative Agent or the Collateral Agent. The Borrower and the other Credit Parties shall otherwise take such actions and execute and/or deliver to the Collateral Agent (for itself or on behalf of its non-fiduciary agent or designee pursuant to any LenderIntercreditor Agreement) or any Lender (through such New York law governed documents as the Administrative Agent or the Collateral Agent shall reasonably require to confirm the validity, perfection and for itself) in writing at least ten days prior priority of the Lien of the Security Documents on such after-acquired Collateral. Subject to the terms of the Security Documents and Section 5.15, upon the(b) formation or acquisition of, or the re-designation of an Unrestricted Subsidiary as, a Restricted Subsidiary (other than any Excluded Subsidiary) after the Closing Date (other than a merger Subsidiary formed in connection with a Permitted Acquisition so long as such merger Subsidiary is merged out of existence pursuant to such Permitted Acquisition or otherwise merged out of existence or dissolved within sixty (60) days of its formation (or such later date of accession of such Person as an Additional Guarantor;
(D) permitted by the Administrative Agent has received in its sole discretion)) or upon any Excluded Subsidiary ceasing to constitute an Excluded Subsidiary (as reasonably determined by the Borrower), within sixty (60) days after such formation, acquisition, designation or cessation, or such longer period as the Administrative Agent may approve in its reasonable discretion, the Borrower shall: deliver to the Collateral Agent the certificates, if any, representing(i) all of the documents Equity Interests of such Restricted Subsidiary that constitute Collateral 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
(E) to the extent required by any Intercreditor Agreement, such Person shall have entered into all documentation required for it to accede to or acknowledge (as required) any applicable Intercreditor Agreement as a that are “debtorcertificated securities” (or other relevant capacity) or an Additional Guarantor (as defined thereunderin Article 8 of the UCC).
(iii, together with undated Equity Interest powers or other appropriate instruments of transfer executed and delivered in blank by a duly authorized officer of the holder(s) The Administrative Agent shall notify of such Equity Interests, and all intercompany notes owing from such Restricted Subsidiary to any Credit Party required to be delivered pursuant to the Company Security Agreement or other applicable Security Document and the Lenders promptly upon being satisfied that the conditions specified in Section 10.21(c)(ii) have been satisfied.not previously so delivered, together with instruments of transfer executed and 138 US-DOCS\121951479.16133960081.2
Appears in 1 contract
Samples: Credit Agreement (Blend Labs, Inc.)
Additional Guarantors. Within thirty (30) days of the end of each calendar quarter during the term of this Agreement, except as specifically provided below, cause each Person who has become a Domestic Subsidiary that constitutes a Consolidated Entity during the calendar quarter that was just ended, to (i) Subject to Section 10.21(c)(ii), the Company or any Permitted Affiliate Parent may, upon not less than five Business Days prior written notice become a Guarantor by executing and delivering to the Administrative AgentAgent a Guarantor Joinder Agreement and such other document as the Administrative Agent shall reasonably deem appropriate for such purpose, request that any Permitted Affiliate Parent, any Affiliate Subsidiary or any member of the Restricted Group becomes an Additional Guarantor under this Agreement.
and (ii) Any such Person referred to in Section 10.21(c)(i) may become an Additional Guarantor if:
(A) such Person and the Company deliver to the Administrative Agent a xxxx completed documents of the types referred to in clauses (iii) and executed joinder agreement in form (iv) of Section 4.01(a) and substance reasonably satisfactory favorable opinions of counsel to the Administrative Agent;
(B) the Company confirms that no Event of Default is continuing or would occur as a result of such Person becoming an Additional Guarantor;
(C) which shall cover, among other things, the Administrative Agent (for legality, validity, binding effect and on behalf enforceability of the Lenders) shall have received, at least three Business Days prior documentation referred to the date of accession of such Person as an Additional Guarantorin clause (a)), all documentation in form, content 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 Guarantor;
(D) 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 scope reasonably satisfactory to the Administrative Agent; and
provided, however, that (EA) a Consolidated Entity shall not be required to execute a Guarantor Joinder Agreement and become a Guarantor hereunder if such Consolidated Entity (1) owns no Unencumbered Properties which are included in the calculation of either the covenant contained in Section 7.03(a)(ii) or the covenant contained in Section 7.11(b) and (2) either (I) is prohibited under the terms of its Organization Documents or the terms of any Indebtedness from providing Guarantees of Indebtedness of any other Person, or (II) is not wholly-owned by the Borrower, or (III) is directly or indirectly wholly-owned by the Borrower and has aggregate assets with a book value of less than $25,000,000, (B) in the event during any calendar quarter during the term of this Agreement, the Borrower or any Consolidated Entity creates or acquires a Domestic Subsidiary that has an asset value that exceeds five percent (5%) of the total value of Unencumbered Properties included in the calculation of either the covenant contained in Section 7.03(a)(ii) or the covenant contained in Section 7.11(b) (as reasonably determined by the Administrative Agent using information provided to it by the Borrower pursuant to the terms of this Agreement), then provided that such Domestic Subsidiary owns Unencumbered Properties included in the calculation of either the covenant contained in Section 7.03(a)(ii) or the covenant contained in Section 7.11(b), the Borrower shall require such newly created or acquired Domestic Subsidiary to execute and deliver the documentation required pursuant to clauses (i) and (ii) above within thirty (30) days of the date of creation or acquisition of such Domestic Subsidiary, and (C) to the extent a Consolidated Entity that was previously exempted from execution of a Guarantor Joinder Agreement pursuant to subclause (A) above no longer satisfies the criteria for exemption set forth therein and is required by any Intercreditor Agreementto be a Guarantor hereunder, such Person shall have entered into all documentation required for it Consolidated Entity shall, within thirty (30) days of the end of the applicable calendar quarter, fulfill the requirements of clauses (i) and (ii) above. Notwithstanding the foregoing, the Borrower may nominate any Consolidated Entity to accede to or acknowledge (as required) any applicable Intercreditor Agreement become a Guarantor of the Obligations, and each such entity’s inclusion as a “debtor” (or other relevant capacityGuarantor of the Obligations shall be subject to the terms and conditions otherwise set forth in this Section 6.12. Notwithstanding the terms of clause 6.12(a)(ii) or an Additional Guarantor (as defined thereunder).
(iii) The above, the Administrative Agent shall notify have the Company and right, in the Lenders promptly upon being satisfied exercise of its reasonable discretion, to waive the requirement that the conditions specified in Section 10.21(c)(iiBorrower provide an opinion of counsel with respect to a Consolidated Entity becoming a Guarantor hereunder for any Consolidated Entity that has aggregate assets of less than $25,000,000 and that does not represent more than two percent (2%) have been satisfiedof the total value of all Unencumbered Properties. Notwithstanding the foregoing, the Borrower shall cause each Consolidated Entity that provides a Guarantee of the obligations under the Existing Credit Agreement to execute a Guarantor Joinder Agreement and become a Guarantor under this Agreement.
Appears in 1 contract
Additional Guarantors. At any time after the date hereof, in the event that, during any fiscal quarter of Borrower, Borrower and the Subsidiary Guarantors do not own Unencumbered Assets which contribute at least eighty percent (i80%) Subject of the Adjusted Net Operating Income for all Unencumbered Assets of the Borrower and its Subsidiaries on a Consolidated basis, then, at the time that Borrower is to Section 10.21(c)(iiprovide the Compliance Certificate with respect to such quarter to Administrative Agent, Borrower shall cause such Subsidiaries of Borrower, as designated by the Borrower and approved by Administrative Agent (such approval not to be unreasonably withheld), the Company or any Permitted Affiliate Parent may, upon not less than five Business Days prior written notice to execute and deliver a Guaranty to the Administrative Agent, request for the benefit of the Lenders, duly executed by such Subsidiaries (together with certificates and attachments of a nature similar to those described in Section 5.1(b) and (c) with respect to such Subsidiaries and an opinion of counsel of a nature similar to those in the form required pursuant to Section 5.8 (iii)) so that Borrower and the Subsidiary Guarantors will again own Unencumbered Assets which contribute at least 80% of the Adjusted Net Operating Income for all Unencumbered Assets of the Borrower and its Subsidiaries on a Consolidated basis. Additionally, in the event that any Permitted Affiliate Parent, any Affiliate Subsidiary or any member of the Restricted Group becomes an Additional Borrower, whether presently existing or hereafter formed or acquired, which is not a Subsidiary Guarantor at such time, shall after the date hereof become a guarantor under this Agreement.
(ii) Any such Person referred to in Section 10.21(c)(i) may become an Additional Guarantor if:
(A) such Person and the Company deliver to any existing or future unsecured Indebtedness of Borrower, then promptly after the Administrative Agent Agent’s request therefor, Borrower shall cause such Subsidiary to execute and deliver a xxxx completed and executed joinder agreement in form and substance reasonably satisfactory Guaranty to the Administrative Agent;
, for the benefit of the Lenders, duly executed by such Subsidiaries (Btogether with certificates and attachments of a nature similar to those described in Section 5.1(b) and (c) with respect to such Subsidiaries and an opinion of counsel of a nature similar to those in the Company confirms that no form required pursuant to Section 5.8 (iii)). Notwithstanding the foregoing, the foregoing Adjusted Net Operating Income for all Unencumbered Assets threshold of this Section shall not be applicable from and after the occurrence of, and during the continuance of, (i) an Event of Default is continuing Default, or would occur as (ii) a result reduction by S&P of its Senior Debt Rating below BBB- or a reduction by Xxxxx’x of its Senior Debt Rating below Baa3 (it being understood that at such Person becoming an Additional Guarantor;
(C) time, the Administrative Agent (for and on behalf can require any Subsidiary of the LendersBorrower (other than an Excluded Subsidiary) shall have received, at least three Business Days prior which has not executed a Guaranty to the date immediately comply with requirements of accession of such Person as an Additional Guarantor, 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 Guarantor;
(D) 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
(E) to the extent required by any Intercreditor Agreement, such Person shall have entered into all documentation required for it to accede to or acknowledge (as required) any applicable Intercreditor Agreement as a “debtor” (or other relevant capacity) or an Additional Guarantor (as defined thereunderthis Section).
(iii) The Administrative Agent shall notify the Company and the Lenders promptly upon being satisfied that the conditions specified in Section 10.21(c)(ii) have been satisfied.
Appears in 1 contract
Samples: Secured Term Loan Agreement (New Plan Excel Realty Trust Inc)
