Counterpart Agreement. Other than with respect to an Excluded Subsidiary, promptly cause such Subsidiary to become a Guarantor hereunder and a Grantor under the Collateral Agreement by executing and delivering to the Administrative Agent and the Collateral Agent a Counterpart Agreement and a joinder to the Collateral Agreement in form and substance reasonably satisfactory to the Collateral Agent;
Counterpart Agreement. The undersigned hereby agrees, from and after the date hereof, to be bound as a party to the relationship agreement dated November 28, 2011 by and among Brookfield Asset Management Inc., BRP Energy Group L.P., Brookfield Renewable Energy Group LLC, Brookfield Renewable Energy Group (Bermuda) Limited, Brookfield Renewable Energy Partners L.P., Brookfield Renewable Energy L.P., Brookfield BRP Holdings (Canada) Inc. and BRP Bermuda Holdings I Limited, as from time to time amended and in effect (the “Relationship Agreement”), and further agrees to, and does hereby, assume the obligations of a Manager under the Relationship Agreement. The undersigned acknowledges and confirms that it has received a copy of the Relationship Agreement. Dated as of the 26th day of February, 2015. BROOKFIELD RENEWABLE INVESTMENTS LIMITED by: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Secretary [COUNTERPART AGREEMENT TO RELATIONSHIP AGREEMENT] SECOND AMENDMENT TO RELATIONSHIP AGREEMENT THIS AMENDING AGREEMENT is made as of the 30th day of July, 2020 (this “Second Amendment Agreement”) AMONG: BROOKFIELD ASSET MANAGEMENT INC., a corporation existing under the laws of the Province of Ontario (“BAM”) -and- BRP ENERGY GROUP L.P., a limited partnership existing under the laws of the Province of Manitoba (the “Canadian Service Provider”) -and- BROOKFIELD ASSET MANAGEMENT PRIVATE INSTITUTIONAL CAPITAL ADVISER (CANADA), L.P., a limited partnership existing under the laws of the Province of Manitoba (the “Canadian Service Provider II”) -and- BROOKFIELD RENEWABLE ENERGY GROUP (BERMUDA) LIMITED, an exempted company existing under the laws of Bermuda (the “International Service Provider”) -and-
Counterpart Agreement. A copy of any counterpart agreement or similar instrument contemplated by Paragraph 4.3 shall be maintained on file with the secretary of New Holdco and shall include the address of such persons or entities to whom notices hereunder shall be sent. Any new certificates representing any such shares of Stock Transferred in accordance with Paragraph 4.3 shall bear the legend set forth in Paragraph 6.1.
Counterpart Agreement. The Agent shall have received a Counterpart Agreement duly executed and delivered by the German Borrower.
Counterpart Agreement. Agent shall have received from PubCo counterparts of the Counterpart Agreement dated as of the date hereof signed on behalf of such party.
Counterpart Agreement. Each Guarantor that shall be a Transferred Subsidiary upon consummation of the Asset Sale permitted by Section 8.4(m) of the Credit Agreement, by executing this Amendment, agrees that (i) such Guarantor shall become a party to the Credit Agreement as if it were an original signatory thereto and shall be bound by all of the covenants in Article VII and Article VIII thereof that are applicable to Subsidiaries of the Borrower (by way of the Borrower causing such Subsidiaries’ compliance through its control of them) as if such covenants were directly applicable to such Guarantors that are Transferred Subsidiaries and their Subsidiaries and all such covenants (and all defined terms used therein shall also be applicable to such Transferred Subsidiaries and their Subsidiaries in such manner) shall be read such that such Guarantors that are Transferred Subsidiaries shall (or shall not, as the case may be) take the actions described therein and shall (or shall not, as the case may be) cause their Subsidiaries to take the actions described therein (and any “baskets” or other exceptions to a covenant shall be calculated taking into account the usage thereof by the Borrower and its Subsidiaries and the Guarantor that is a Transferred Subsidiary and its Subsidiaries, collectively), and (ii) each time the Borrower makes representations and warranties pursuant to Section 3.2(b) of the Credit Agreement, it shall be deemed to make such representations and warranties on behalf of such Guarantor and its Subsidiaries as if such representations and warranties were directly applicable to such Guarantor and its Subsidiaries.
Counterpart Agreement. Borrower agrees to cause Parent and each of its Subsidiaries set forth on Schedule 5.16 to execute and deliver a Counterpart Agreement (in form and substance reasonably satisfactory to Administrative Agent and Collateral Agent) to Administrative Agent and Collateral Agent on the date that is one day immediately following the Closing Date; provided that, for the avoidance of doubt, the effectiveness of such Counterpart Agreement shall not be subject to any condition or covenant set forth in this Agreement and each other Credit Document, including, but not limited to, the accuracy of the representations and warranties set forth in this Agreement and each other Credit Document.
Counterpart Agreement. This Agreement shall be executed in one original part of which each copy shall be deemed an original.
