Designated Subsidiary Borrowers. The Opco Borrower may at any time, upon not less than fifteen (15) Business Days’ notice from the Opco Borrower to the Administrative Agent (or such shorter period as may be agreed by the Administrative Agent in its sole discretion), request to designate any additional Subsidiary of the Parent Borrower organized under the laws of the United States, the United Kingdom or any other jurisdiction approved by the Administrative Agent and the Lenders (an “Applicant Borrower”) as a co-borrower to receive Revolving Loans hereunder by delivering to the Administrative Agent (which shall promptly deliver counterparts thereof to each Lender) a duly executed notice and agreement in substantially the form of Exhibit H (a “Designated Subsidiary Borrower Request and Assumption Agreement”). The parties hereto acknowledge and agree that prior to any Applicant Borrower becoming entitled to utilize the credit facilities provided for herein (i) (other than in relation to any Applicant Borrower organized under the laws of the United States or England and Wales) any appropriate changes to the Loan Documents as the Administrative Agent may reasonably request and as may be required in connection with local law considerations, in each case in form and substance reasonably satisfactory to the Administrative Agent, shall have been made (provided that, in the case of any Applicant Borrower incorporated in the United Kingdom, such designation shall be conditional upon the Administrative Agent and the Opco Borrower entering into an amendment to this Agreement reflecting mutually and reasonably satisfactory customary United Kingdom-related tax provisions), (ii) the Administrative Agent and such Lenders shall have received such supporting resolutions, incumbency certificates, opinions of counsel and other documents or information, in form, content and scope reasonably satisfactory to the Administrative Agent, as may be required by the Administrative Agent, and promissory notes signed by such new Designated Subsidiary Borrowers to the extent any Lender so requires and (iii) upon the reasonable request of any Revolving Lender, (x) the Applicant Borrowers shall have provided to such Revolving Lender, and such Revolving Lender shall be reasonably satisfied with, the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the Patriot Act and (y) any Applicant Borrower that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered, to each Revolving Lender that so requests, a Beneficial Ownership Certification in relation to such Applicant Borrower (the requirements in clauses (i), (ii) and (iii) hereof, the “Designated Subsidiary Borrower Requirements”). If the Designated Subsidiary Borrower Requirements are met, the Administrative Agent shall send a notice in substantially the form of Exhibit I (a “Designated Subsidiary Borrower Notice”) to the Opco Borrower and the Lenders specifying the effective date upon which the Applicant Borrower shall constitute a Designated Subsidiary Borrower for purposes hereof, whereupon each of the Lenders agrees to permit such Designated Subsidiary Borrower to receive Revolving Loans hereunder, on the terms and conditions set forth herein, and each of the parties agrees that such Designated Subsidiary Borrower otherwise shall be a Borrower for all purposes of this Agreement; provided that no Borrowing Request may be submitted by or on behalf of such Designated Subsidiary Borrower until the date four (4) Business Days after such effective date.
Appears in 3 contracts
Samples: Credit Agreement (Atmus Filtration Technologies Inc.), Credit Agreement (Atmus Filtration Technologies Inc.), Credit Agreement (Cummins Inc)
Designated Subsidiary Borrowers. (a) The Opco Parent Borrower may at any time, upon not less than fifteen (15) 10 Business Days’ notice from the Opco Borrower to the Administrative Agent (or such shorter period notice as may be agreed by the Administrative Agent may, in its sole discretion, permit), request to designate any additional Subsidiary of the Parent Borrower organized under the laws of the United States, the United Kingdom or any other jurisdiction approved by the Administrative Agent and the Lenders (an “Applicant Borrower”) as a co-borrower to receive Revolving Loans hereunder Tranche A Designated Subsidiary Borrower by delivering to the Administrative Agent (which shall promptly deliver counterparts thereof to each Tranche A Lender) a duly executed notice and agreement in substantially the form of Exhibit H (a “Designated Subsidiary Borrower Request and Assumption Agreement”). The parties hereto acknowledge and agree that prior to any Applicant Borrower becoming entitled to utilize the credit facilities provided for herein (i) (other than in relation to any Tranche A Commitments, such Applicant Borrower organized under the laws of the United States or England and Wales) any appropriate changes shall have executed a joinder to the Loan Documents as the Administrative Agent may reasonably request Security Agreement and as may be required in connection with local law considerations, in each case in form a Control Agreement (or joinder thereto) and substance reasonably satisfactory to the Administrative Agent, shall have been made (provided that, in the case of any Applicant Borrower incorporated in the United Kingdom, such designation shall be conditional upon the Administrative Agent and the Opco Borrower entering into an amendment to this Agreement reflecting mutually and reasonably satisfactory customary United Kingdom-related tax provisions), (ii) the Administrative Agent and such Tranche A Lenders shall have received such supporting resolutions, incumbency certificates, opinions of counsel and other documents or information, in form, content and scope reasonably satisfactory to the Administrative Agent, as may be required by the Administrative AgentAgent or the Majority Tranche A Lenders in their sole discretion, including all documents and promissory notes signed information required by such new Designated Subsidiary Borrowers regulatory authorities under applicable “know-your-customer” rules and regulations with respect to the extent any Lender so requires Applicant Borrower. If the Administrative Agent and (iii) upon the reasonable request of any Revolving Lender, (x) the Tranche A Lenders agree that an Applicant Borrowers shall have provided to such Revolving Lender, and such Revolving Lender Borrower shall be reasonably satisfied with, the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the Patriot Act and (y) any Applicant Borrower that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered, to each Revolving Lender that so requests, a Beneficial Ownership Certification in relation to such Applicant Borrower (the requirements in clauses (i), (ii) and (iii) hereof, the “Tranche A Designated Subsidiary Borrower Requirements”). If under the Designated Subsidiary Borrower Requirements are metTranche A Commitments, then promptly following receipt of all such Security Documents and requested resolutions, incumbency certificates, opinions of counsel and other documents or information, the Administrative Agent shall send a notice in substantially the form of Exhibit I (a “Designated Subsidiary Borrower Notice”) to the Opco Parent Borrower and the Tranche A Lenders specifying the effective date upon which the such Applicant Borrower shall constitute a Tranche A Designated Subsidiary Borrower for purposes hereofunder the Tranche A Commitments, whereupon each of the Tranche A Lenders agrees to permit such Tranche A Designated Subsidiary Borrower to receive Revolving Loans obtain Tranche A Letters of Credit hereunder, on the terms and conditions set forth herein, and each of the parties agrees that such Tranche A Designated Subsidiary Borrower otherwise shall be a Borrower for all purposes of this Agreement; provided that no Borrowing Request any such effective date shall not be sooner than five Business Days after the Administrative Agent and the Tranche A Lenders have received all such Security Documents and requested resolutions, incumbency certificates, opinions of counsel and other documents or information.
(b) The Parent Borrower may be submitted by at any time, upon not less than 10 Business Days’ notice to the Administrative Agent (or on behalf of such shorter notice as the Administrative Agent may, in its sole discretion, permit), designate any Applicant Borrower as a Tranche B Designated Subsidiary Borrower until by delivering to the date four Administrative Agent (4which shall promptly deliver counterparts thereof to each Tranche B Lender) Business Days after a duly executed Designated Subsidiary Borrower Request and Assumption Agreement with appropriate changes to reflect whether such effective date.Applicant Borrower may obtain Revolving Loans and/or Tranche B Letters of Credit. The parties hereto acknowledge and agree that prior to any Applicant Borrower becoming entitled to utilize the Tranche B Commitments, the Parent Guaranty shall be amended to provide that the Parent Borrower shall guarantee all Obligations of such Tranche B Designated Subsidiary Borrower and the Applicant Borrower shall have delivered to the Administrative Agent and the Tranche B Lenders (i) such supporting resolutions, incumbency certificates, opinions of counsel and other documents or information, in form, content and scope reasonably satisfactory to the Administrative Agent, as may be required by the Administrative Agent and (ii) all documents and information required by regulatory authorities under applicable “know-your-customer” rules and regulations, in each case, with respect to the Applicant Borrower. Promptly following receipt of the Parent Guaranty amendment and all requested resolutions, incumbency certificates, opinions of counsel and other documents or information, the Administrative Agent shall send a
Appears in 2 contracts
Samples: Credit Agreement (Arch Capital Group Ltd.), Credit Agreement (Arch Capital Group Ltd.)
Designated Subsidiary Borrowers. (a) The Opco Parent Borrower may at any time, upon not less than fifteen (15) 10 Business Days’ notice from the Opco Borrower to the Administrative Agent (or such shorter period notice as may be agreed by the Administrative Agent may, in its sole discretion, permit), request to designate any additional Subsidiary of the Parent Borrower organized under the laws of the United States, the United Kingdom or any other jurisdiction approved by the Administrative Agent and the Lenders (an “Applicant Borrower”) as a co-borrower to receive Revolving Loans hereunder Tranche A Designated Subsidiary Borrower by delivering to the Administrative Agent (which shall promptly deliver counterparts thereof to each Tranche A Lender) a duly executed notice and agreement in substantially the form of Exhibit H (a “Designated Subsidiary Borrower Request and Assumption Agreement”). The parties hereto acknowledge and agree that prior to any Applicant Borrower becoming entitled to utilize the credit facilities provided for herein (i) (other than in relation to any Tranche A Commitments, such Applicant Borrower organized under the laws of the United States or England and Wales) any appropriate changes shall have executed a joinder to the Loan Documents as the Administrative Agent may reasonably request Security Agreement and as may be required in connection with local law considerations, in each case in form a Control Agreement (or joinder thereto) and substance reasonably satisfactory to the Administrative Agent, shall have been made (provided that, in the case of any Applicant Borrower incorporated in the United Kingdom, such designation shall be conditional upon the Administrative Agent and the Opco Borrower entering into an amendment to this Agreement reflecting mutually and reasonably satisfactory customary United Kingdom-related tax provisions), (ii) the Administrative Agent and such Tranche A Lenders shall have received such supporting resolutions, incumbency certificates, opinions of counsel and other documents or information, in form, content and scope reasonably satisfactory to the Administrative Agent, as may be required by the Administrative AgentAgent or the Majority Tranche A Lenders in their sole discretion, including all documents and promissory notes signed information required by such new Designated Subsidiary Borrowers regulatory authorities under applicable “know-your-customer” rules and regulations with respect to the extent any Lender so requires Applicant Borrower. If the Administrative Agent and (iii) upon the reasonable request of any Revolving Lender, (x) the Tranche A Lenders agree that an Applicant Borrowers shall have provided to such Revolving Lender, and such Revolving Lender Borrower shall be reasonably satisfied with, the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the Patriot Act and (y) any Applicant Borrower that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered, to each Revolving Lender that so requests, a Beneficial Ownership Certification in relation to such Applicant Borrower (the requirements in clauses (i), (ii) and (iii) hereof, the “Tranche A Designated Subsidiary Borrower Requirements”). If under the Designated Subsidiary Borrower Requirements are metTranche A Commitments, then promptly following receipt of all such Security Documents and requested resolutions, incumbency certificates, opinions of counsel and other documents or information, the Administrative Agent shall send a notice in substantially the form of Exhibit I (a “Designated Subsidiary Borrower Notice”) to the Opco Parent Borrower and the Tranche A Lenders specifying the effective date upon which the such Applicant Borrower shall constitute a Tranche A Designated Subsidiary Borrower for purposes hereofunder the Tranche A Commitments, whereupon each of the Tranche A Lenders agrees to permit such Tranche A Designated Subsidiary Borrower to receive Revolving Loans obtain Tranche A Letters of Credit hereunder, on the terms and conditions set forth herein, and each of the parties agrees that such Tranche A Designated Subsidiary Borrower otherwise shall be a Borrower for all purposes of this Agreement; provided any such effective date shall not be sooner than five Business Days after the Administrative Agent and the Tranche A Lenders have received all such Security Documents and requested resolutions, incumbency certificates, opinions of counsel and other documents or information.
(b) The Parent Borrower may at any time, upon not less than 10 Business Days’ notice to the Administrative Agent (or such shorter notice as the Administrative Agent may, in its sole discretion, permit), designate any Applicant Borrower as a Tranche B Designated Subsidiary Borrower by delivering to the Administrative Agent (which shall promptly deliver counterparts thereof to each Tranche B Lender) a duly executed Designated Subsidiary Borrower Request and Assumption Agreement with appropriate changes to reflect whether such Applicant Borrower may obtain Revolving Loans and/or Tranche B Letters of Credit. The parties hereto acknowledge and agree that prior to any Applicant Borrower becoming entitled to utilize the Tranche B Commitments, the Parent Guaranty shall be amended to provide that the Parent Borrower shall guarantee all Obligations of such Tranche B Designated Subsidiary Borrower and the Applicant Borrower shall have delivered to the Administrative Agent and the Tranche B Lenders (i) such supporting resolutions, incumbency certificates, opinions of counsel and other documents or information, in form, content and scope reasonably satisfactory to the Administrative Agent, as may be required by the Administrative Agent and (ii) all documents and information required by regulatory authorities under applicable “know-your-customer” rules and regulations, in each case, with respect to the Applicant Borrower. Promptly following receipt of the Parent Guaranty amendment and all requested resolutions, incumbency certificates, opinions of counsel and other documents or information, the Administrative Agent shall send a Designated Subsidiary Borrower Notice to the Parent Borrower and the Tranche B Lenders specifying the effective date upon which such Applicant Borrower shall constitute a Tranche B Designated Subsidiary Borrower, whereupon each of the Tranche B Lenders agrees to permit such Tranche B Designated Subsidiary Borrower to obtain Tranche B Letters of Credit and/or Revolving Loans hereunder, as the case may be, on the terms and conditions set forth herein, and each of the parties agrees that such Tranche B Designated Subsidiary Borrower otherwise shall be a Borrower for all purposes of this Agreement; provided that no Borrowing Request request for a Credit Extension may be submitted by or on behalf of such Tranche B Designated Subsidiary Borrower until the date four (4) five Business Days after such effective datedate (or such shorter period as may be acceptable to the Tranche B Lenders).
(c) In addition to the conditions set forth in clause (b), an Applicant Borrower that would qualify as a Tranche B Designated Subsidiary Borrower shall not be a Tranche B Designated Subsidiary Borrower hereunder if the Administrative Agent gives written notice to the Applicant Borrower and the Tranche B Lenders, prior to the effective date of such Applicant Borrower becoming a Tranche B Designated Subsidiary Borrower, that it has reasonably determined that the addition of such Applicant Borrower would (i) violate any applicable Law or (ii) have any material adverse effect on the Tranche B Lenders.
(d) The Obligations of the Parent Borrower (except as otherwise provided herein or in any other Credit Document) and the Obligations of each Designated Subsidiary Borrower shall be several in nature and no Designated Subsidiary Borrower will be liable for the Obligations of another Borrower. The Parent Borrower will advise the Administrative Agent as to any change in the Facility-wide Liability Percentages of the Borrowers resulting from any addition or release of a Designated Subsidiary Borrower and the Administrative Agent will provide a revised Schedule 1.01(b) reflecting such change to the Parent Borrower and the Lenders.
(e) Each Subsidiary of the Parent Borrower that is or becomes a “Designated Subsidiary Borrower” pursuant to this Section 2.13 hereby irrevocably appoints the Parent Borrower as its agent for all purposes relevant to this Agreement and each of the other Credit Documents, including (i) the giving and receipt of notices and (ii) the execution and delivery of all documents, instruments and certificates contemplated herein and all modifications hereto. Any acknowledgment, consent, direction, certification or other action which might otherwise be valid or effective only if given or taken by all Borrowers, or by each Borrower acting singly, shall be valid and effective if given or taken only by the Parent Borrower, whether or not any such other Borrower joins therein. Any notice, demand, consent, acknowledgement, direction, certification or other communication delivered to the Parent Borrower in accordance with the terms of this Agreement shall be deemed to have been delivered to each Designated Subsidiary Borrower.
(f) The Parent Borrower may from time to time, upon not less than 5 Business Days’ notice from the Parent Borrower to the Administrative Agent (or such shorter period as may be agreed by the Administrative Agent in its sole discretion), terminate a Designated Subsidiary Borrower’s status as such, provided that there are no outstanding Letters of Credit issued for the account of such Designated Subsidiary Borrower or other amounts payable by such Designated Subsidiary Borrower on account of any Letters of Credit issued for its account or Loans outstanding to such Designated Subsidiary Borrower, as of the effective date of such termination. Upon termination of a Designated Subsidiary Borrower’s status as such, the Administrative Agent will promptly notify the Lenders of such termination and will release (i) such Designated Subsidiary Borrower from its obligations under this Agreement and any other Credit Document, (ii) all Collateral provided by such Designated Subsidiary Borrower and (iii) if applicable, the Parent Borrower from the Parent Guaranty solely with respect to the obligations of such Designated Subsidiary Borrower; provided that termination of ACUS as a Designated Subsidiary Borrower shall not release ACUS from its obligations under the ACUS Guaranty.
Appears in 2 contracts
Samples: Credit Agreement (Arch Capital Group Ltd.), Credit Agreement (Arch Capital Group Ltd.)
Designated Subsidiary Borrowers. The Opco Lead Borrower may at any time, upon not less than fifteen (15) Business Days’ notice from the Opco Lead Borrower to the Administrative Agent (or such shorter period as may be agreed by the Administrative Agent in its sole discretion), request to designate any additional Subsidiary of the Parent Lead Borrower organized under the laws of England and Wales, Ireland, Luxembourg or the United States, the United Kingdom or any other jurisdiction approved by the Administrative Agent and the Lenders Netherlands (an “Applicant Borrower”) as a co-borrower to receive Revolving Loans hereunder by delivering to the Administrative Agent (which shall promptly deliver counterparts thereof to each Lender) a duly executed notice and agreement in substantially the form of Exhibit H (a “Designated Subsidiary Borrower Request and Assumption Agreement”). The parties hereto acknowledge and agree that prior to any Applicant Borrower becoming entitled to utilize the credit facilities provided for herein (i) (other than in relation to any Applicant Borrower organized under the laws of the United States or England and Wales) any appropriate changes to the Loan Documents as the Administrative Agent may reasonably request and as may must agree (which agreement shall not be required in connection with local law considerations, in each case in form and substance reasonably satisfactory unreasonably withheld) to the Administrative Agent, shall have been made (provided that, in the case of any such Applicant Borrower incorporated in the United Kingdom, such designation shall be conditional upon the Administrative Agent and the Opco Borrower entering into an amendment to this Agreement reflecting mutually and reasonably satisfactory customary United Kingdom-related tax provisions)becoming a Designated Subsidiary Borrower, (ii) the Administrative Agent and such Lenders shall have received such supporting resolutions, incumbency certificates, opinions of counsel and other documents or information, in form, content and scope reasonably satisfactory to the Administrative Agent, as may be required by the Administrative Agent, and promissory notes Notes signed by such new Designated Subsidiary Borrowers to the extent any Lender so requires and (iii) upon the reasonable request of any Revolving Lender, (x) the Applicant Borrowers shall have provided to such Revolving Lender, and such Revolving Lender shall be reasonably satisfied with, the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the Patriot PATRIOT Act and (y) any Applicant Borrower that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered, to each Revolving Lender that so requests, a Beneficial Ownership Certification in relation to such Applicant Borrower (the requirements in clauses (i), (ii) and (iii) hereof, the “Designated Subsidiary Borrower Requirements”). If the Designated Subsidiary Borrower Requirements are met, the Administrative Agent shall send a notice in substantially the form of Exhibit I (a “Designated Subsidiary Borrower Notice”) to the Opco Lead Borrower and the Lenders specifying the effective date upon which the Applicant Borrower shall constitute a Designated Subsidiary Borrower for purposes hereof, whereupon each of the Lenders agrees to permit such Designated Subsidiary Borrower to receive Revolving Loans hereunder, on the terms and conditions set forth herein, and each of the parties agrees that such Designated Subsidiary Borrower otherwise shall be a Borrower for all purposes of this Agreement; provided that no Borrowing Request may be submitted by or on behalf of such Designated Subsidiary Borrower until the date four five (45) Business Days after such effective date.
Appears in 2 contracts
Samples: Credit Agreement (ESAB Corp), Credit Agreement (ESAB Corp)
Designated Subsidiary Borrowers. The Opco Parent Borrower may at any timefrom time to time after the Restatement Effective Date designate one or more Persons as an additional Designated Subsidiary Borrower, upon not less than fifteen subject to the following terms and conditions:
(15a) Business Days’ notice each such Person shall be a Wholly-Owned Subsidiary of the Parent Borrower;
(b) each such Person shall be a Material Subsidiary;
(c) on or prior to the date of designation, each such Person shall enter into an appropriately completed DSB Assumption Agreement;
(d) on or prior to the date of designation, the Administrative Agent shall have received from such Person a certificate, signed by an Authorized Officer of such Person in the Opco Borrower form of Exhibit E with appropriate insertions or deletions, together with (x) copies of its certificate of incorporation, by-laws or other equivalent organizational documents and (y) resolutions relating to the Credit Documents which shall be satisfactory to the Administrative Agent;
(e) on or prior to the date of designation, the Administrative Agent shall have received an opinion, addressed to the Administrative Agent (or such shorter period as may be agreed by the Administrative Agent in its sole discretion), request to designate any additional Subsidiary and each of the Parent Lenders and dated the date of designation, from counsel to such Person, which opinion shall (w) in the case of an additional Designated Subsidiary Borrower organized under the laws of located in the United States, be substantially in the United Kingdom or any other jurisdiction approved by form of Exhibit I-l and otherwise satisfactory to the Administrative Agent, (x) in the case of an additional Designated Subsidiary Borrower located in Bermuda, be substantially in the form of Exhibit I-2 and otherwise satisfactory to the Administrative Agent, (y) in the case of an additional Designated Subsidiary Borrower located in England, be substantially in the form of Exhibit I-3 and otherwise satisfactory to the Administrative Agent and (z) in the Lenders (case of an “Applicant Borrower”) as additional Designated Subsidiary Borrower located in a co-borrower to receive Revolving Loans hereunder by delivering jurisdiction other than the United States, Bermuda or England, be in form and substance satisfactory to the Administrative Agent Agent; and
(which shall promptly deliver counterparts thereof to each Lenderf) a duly executed notice and agreement in substantially the form of Exhibit H (a “Designated Subsidiary Borrower Request and Assumption Agreement”). The parties hereto acknowledge and agree that on or prior to any Applicant Borrower becoming entitled to utilize the credit facilities provided for herein date of designation, the Administrative Agent shall have received such other documentation and/or certificates (iincluding, without limitation, certificates of existence and/or good standing certificates) (other than in relation to any Applicant Borrower organized under the laws of the United States or England and Wales) any appropriate changes to the Loan Documents as the Administrative Agent may reasonably request and as may be required in connection with local law considerations, in each case in form and substance reasonably satisfactory to the Administrative Agent, shall have been made (provided that, in the case of any Applicant Borrower incorporated in the United Kingdom, such designation shall be conditional upon the Administrative Agent and the Opco Borrower entering into an amendment to this Agreement reflecting mutually and reasonably satisfactory customary United Kingdom-related tax provisions), (ii) the Administrative Agent and such Lenders shall have received such supporting resolutions, incumbency certificates, opinions of counsel and other documents or information, in form, content and scope reasonably satisfactory to the Administrative Agent, as may be required by the Administrative Agent, and promissory notes signed by such new Designated Subsidiary Borrowers to the extent any Lender so requires and (iii) upon the reasonable request of any Revolving Lender, (x) the Applicant Borrowers shall have provided to such Revolving Lender, and such Revolving Lender shall be reasonably satisfied with, the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the Patriot Act and (y) any Applicant Borrower that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered, to each Revolving Lender that so requests, a Beneficial Ownership Certification in relation to such Applicant Borrower (the requirements in clauses (i), (ii) and (iii) hereof, the “Designated Subsidiary Borrower Requirements”). If the Designated Subsidiary Borrower Requirements are met, the Administrative Agent shall send a notice in substantially the form of Exhibit I (a “Designated Subsidiary Borrower Notice”) to the Opco Borrower and the Lenders specifying the effective date upon which the Applicant Borrower shall constitute a Designated Subsidiary Borrower for purposes hereof, whereupon each of the Lenders agrees to permit such Designated Subsidiary Borrower to receive Revolving Loans hereunder, on the terms and conditions set forth herein, and each of the parties agrees that such Designated Subsidiary Borrower otherwise shall be a Borrower for all purposes of this Agreement; provided that no Borrowing Request may be submitted by or on behalf of such Designated Subsidiary Borrower until the date four (4) Business Days after such effective daterequest.
Appears in 1 contract
Samples: Credit Agreement (Endurance Specialty Holdings LTD)
Designated Subsidiary Borrowers. (a) The Opco Parent Borrower may at any time, upon not less than fifteen (15) 10 Business Days’ notice from the Opco Borrower to the Administrative Agent (or such shorter period as may be agreed by the Administrative Agent in its sole discretion)Agent, request to designate any additional Subsidiary of the Parent Borrower organized under the laws of the United States, the United Kingdom or any other jurisdiction approved by the Administrative Agent and the Lenders (an “Applicant Borrower”) as a co-borrower Designated Subsidiary Borrower to receive Revolving Loans request Tranche A Letters of Credit hereunder by delivering to the Administrative Agent (which shall promptly deliver counterparts thereof to each Lender) a duly executed notice and agreement in substantially the form of Exhibit H (a “Designated Subsidiary Borrower Request and Assumption Agreement”). The parties hereto acknowledge and agree that prior to any Applicant Borrower becoming entitled to utilize the credit facilities provided for herein (i) (other than in relation to any such Applicant Borrower organized under the laws of the United States or England and Wales) any appropriate changes to the Loan Documents as the Administrative Agent may reasonably request and as may be required in connection with local law considerations, in each case in form and substance reasonably satisfactory to the Administrative Agent, shall have been made (provided that, in the case of any Applicant Borrower incorporated in the United Kingdom, such designation shall be conditional upon executed a Security Agreement and a Control Agreement and the Administrative Agent and the Opco Borrower entering into an amendment to this Agreement reflecting mutually and reasonably satisfactory customary United Kingdom-related tax provisions), (ii) the Administrative Agent and such Tranche A Lenders shall have received such supporting resolutions, incumbency certificates, opinions of counsel and other documents or information, in form, content and scope reasonably satisfactory to the Administrative Agent, as may be required by the Administrative Agent, and promissory notes signed by such new Designated Subsidiary Borrowers to Agent or the extent any Lender so requires and (iii) upon the reasonable request of any Revolving Lender, (x) the Applicant Borrowers shall have provided to such Revolving Lender, and such Revolving Lender shall be reasonably satisfied with, the documentation and other information so requested Majority Tranche A Lenders in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the Patriot Act and (y) any Applicant Borrower that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered, to each Revolving Lender that so requests, a Beneficial Ownership Certification in relation to such Applicant Borrower (the requirements in clauses (i), (ii) and (iii) hereof, the “Designated Subsidiary Borrower Requirements”)their sole discretion. If the Designated Subsidiary Administrative Agent and the Tranche A Lenders agree that an Applicant Borrower Requirements are metshall be entitled to request Tranche A Letters of Credit hereunder, then promptly following receipt of all such Security Documents and requested resolutions, incumbency certificates, opinions of counsel and other documents or information, the Administrative Agent shall send a notice in substantially the form of Exhibit I (a “Designated Subsidiary Borrower Notice”) to the Opco Parent Borrower and the Tranche A Lenders specifying the effective date upon which the such Applicant Borrower shall constitute a Designated Subsidiary Borrower for purposes hereof, whereupon each of the Tranche A Lenders agrees to permit such Designated Subsidiary Borrower to receive Revolving Loans request Tranche A Letters of Credit hereunder, on the terms and conditions set forth herein, and each of the parties agrees that such Designated Subsidiary Borrower otherwise shall be a Borrower for all purposes of this Agreement; provided that no Borrowing Request Letter of Credit Application may be submitted by or on behalf of such Designated Subsidiary Borrower until the date four (4) five Business Days after such effective date.
(b) The Obligations of the Parent Borrower (except as otherwise provided herein or in any other Credit Document) and the Obligations of each Designated Subsidiary Borrower shall be several in nature and no Designated Subsidiary Borrower will be liable for the Obligations of another Borrower. The Parent Borrower will advise the Administrative Agent as to any change in the Facility-wide Liability Percentages of the Borrowers resulting from any addition or release of a Designated Subsidiary Borrower and the Administrative Agent will provide a revised Schedule 1.01(c) reflecting such change to the Parent Borrower and the Lenders..
(c) Each Subsidiary of the Parent Borrower that is or becomes a “Designated Subsidiary Borrower” pursuant to this Section 2.13 hereby irrevocably appoints the Parent Borrower as its agent for all purposes relevant to this Agreement and each of the other Credit Documents, including (i) the giving and receipt of notices and (ii) the execution and delivery of all documents, instruments and certificates contemplated herein and all modifications hereto. Any acknowledgment, consent, direction, certification or other action which might otherwise be valid or effective only if given or taken by all Borrowers, or by each Borrower acting singly, shall be valid and effective if given or taken only by the Parent Borrower, whether or not any such other Borrower joins therein. Any notice, demand, consent, acknowledgement, direction, certification or other communication delivered to the Parent Borrower in accordance with the terms of this Agreement shall be deemed to have been delivered to each Designated Subsidiary Borrower.
(d) The Parent Borrower may from time to time, upon not less than 5 Business Days’ notice from the Parent Borrower to the Administrative Agent (or such shorter period as may be agreed by the Administrative Agent in its sole discretion), terminate a Designated Subsidiary Borrower’s status as such, provided that there are no Letters of Credit issued for the account of such Designated Subsidiary Borrower or other amounts payable by such Designated Subsidiary Borrower on account of any Letters of Credit issued for its account, as of the effective date of such termination. The Administrative Agent will promptly notify the Lenders of any such termination of a Designated Subsidiary Borrower’s status.
Appears in 1 contract
Designated Subsidiary Borrowers. The Opco Parent Borrower may at from time to time after the Effective Date designate one or more Persons as an additional Designated Subsidiary Borrower, subject to the following terms and conditions:
(a) each such Person shall be a Wholly-Owned Subsidiary of the Parent Borrower;
(b) each such Person shall be (x) a Material Subsidiary or (y) shall have a Wholly-Owned Subsidiary that is a Material Subsidiary;
(c) each such Person shall be organized in the United States or any timeState thereof, upon not less than fifteen Bermuda, the United Kingdom, Australia, Switzerland, Singapore, Canada, Hong Kong or another jurisdiction reasonably acceptable to each of the Lenders;
(15d) Business Days’ notice on or prior to the date of designation, each such Person shall enter into an appropriately completed DSB Assumption Agreement;
(e) on or prior to the date of designation, the Administrative Agent shall have received from such Person a certificate, signed by an Authorized Officer of such Person in the Opco Borrower form of Exhibit F with appropriate insertions or deletions, together with (x) copies of its certificate of incorporation, by-laws or other equivalent organizational documents and (y) resolutions relating to the Credit Documents which shall be satisfactory to the Administrative Agent;
(f) on or prior to the date of designation, the Administrative Agent shall have received an opinion, addressed to the Administrative Agent (or such shorter period as may be agreed by the Administrative Agent in its sole discretion), request to designate any additional Subsidiary and each of the Parent Borrower organized under Lenders and dated the laws date of the United Statesdesignation, the United Kingdom or any other jurisdiction approved by the Administrative Agent and the Lenders (an “Applicant Borrower”) as a co-borrower from counsel to receive Revolving Loans hereunder by delivering to the Administrative Agent (such Person, which opinion shall promptly deliver counterparts thereof to each Lender) a duly executed notice and agreement in substantially the form of Exhibit H (a “Designated Subsidiary Borrower Request and Assumption Agreement”). The parties hereto acknowledge and agree that prior to any Applicant Borrower becoming entitled to utilize the credit facilities provided for herein (i) (other than in relation to any Applicant Borrower organized under the laws of the United States or England and Wales) any appropriate changes to the Loan Documents as the Administrative Agent may reasonably request and as may be required in connection with local law considerations, in each case in form and substance reasonably satisfactory to the Administrative Agent;
(g) on or prior to the date of designation, the Administrative Agent shall have been made received such other documentation and/or certificates (provided thatincluding, without limitation, certificates of existence and/or good standing certificates in the case of any Applicant Borrower incorporated in additional Designated Subsidiary Borrowers organized under the laws of the United KingdomStates or any State thereof, such designation shall be conditional upon or any other jurisdiction where the concept of “good standing” is applicable) as the Administrative Agent and may reasonably request;
(h) prior to the Opco Borrower entering into an amendment to this Agreement reflecting mutually and reasonably satisfactory customary United Kingdom-related tax provisions)date of designation of such Designated Subsidiary Borrower, (ii) the Administrative Agent and shall not have received notice from any Lender that the issuance of a Letter of Credit for the account of, or other extension of credit to, such Lenders Designated Subsidiary Borrower, shall contravene any law or regulation applicable to such Lender; and
(i) at least five (5) Business Days prior to the date of designation, the Administrative Agent shall have received with respect to such supporting resolutions, incumbency certificates, opinions of counsel and Person any documentation or other documents or information, in form, content and scope information reasonably satisfactory to the Administrative Agent, as may be required requested by the Administrative Agent, and promissory notes signed by such new Designated Subsidiary Borrowers to the extent Agent or any Lender so requires and (iii) upon reasonably necessary to satisfy obligations of the reasonable request of Lenders described in Section 11.17 or any Revolving Lender, (x) the Applicant Borrowers shall have provided to such Revolving Lender, and such Revolving Lender shall be reasonably satisfied with, the documentation and other information so requested in connection with applicable “know your customer” and or other anti-money-money laundering rules and regulations, including, without limitation, the Patriot Act and (y) any Applicant Borrower that qualifies Requirement of Law. So long as a “legal entity customer” under the Beneficial Ownership Regulation no Default or Event of Default shall have delivered, to each Revolving Lender that so requests, a Beneficial Ownership Certification in relation to such Applicant Borrower (the requirements in clauses (i), (ii) occurred and (iii) hereof, the “be continuing and all amounts payable by any Designated Subsidiary Borrower Requirements”). If under this Agreement and the other Credit Documents have been paid in full, the Parent Borrower may terminate the status of such Designated Subsidiary Borrower Requirements are met, as a Borrower hereunder by furnishing to the Administrative Agent shall send a notice letter (a “Termination Letter”) in substantially the form of Exhibit I N, duly completed and executed by the Parent Borrower. Any Termination Letter furnished hereunder shall be effective upon receipt thereof by the Administrative Agent, which shall promptly so notify the Lenders. Notwithstanding the foregoing, (x) the delivery of a “Termination Letter with respect to any Designated Subsidiary Borrower Notice”shall not terminate (i) any obligation of such Borrower that remains unpaid at the time of such delivery or (ii) the obligations of the Parent Borrower under Section 12 with respect to any such unpaid obligations and (y) such Designated Subsidiary Borrower shall remain a party hereto and to any other Credit Document to which such Designated Subsidiary Borrower is a party prior to the Opco Borrower delivery of such Termination Letter and shall continue to have all the Lenders specifying the effective date upon which the Applicant Borrower shall constitute rights and obligations of a Designated Subsidiary Borrower for purposes hereof, whereupon each under this Agreement and any other such Credit Document with respect to any Letters of the Lenders agrees to permit such Designated Subsidiary Borrower to receive Revolving Loans hereunder, on the terms and conditions set forth herein, and each of the parties agrees that such Designated Subsidiary Borrower otherwise shall be a Borrower for all purposes of this Agreement; provided that no Borrowing Request may be submitted by or Credit issued on behalf of such Designated Subsidiary Borrower until prior to delivery of such Termination Letter, but shall not be permitted to request the date four (4) Business Days after such effective dateissuance, amendment or renewal of any additional Letters of Credit.
Appears in 1 contract
Samples: Credit Agreement (Endurance Specialty Holdings LTD)
Designated Subsidiary Borrowers. The Opco Parent Borrower may at any timefrom time to time after the Effective Date designate one or more Persons as an additional Designated Subsidiary Borrower, upon not less than fifteen subject to the following terms and conditions:
(15a) Business Days’ notice each such Person shall be a Wholly-Owned Subsidiary of the Parent Borrower;
(b) each such Person shall be a Material Subsidiary;
(c) on or prior to the date of designation, each such Person shall enter into an appropriately completed DSB Assumption Agreement;
(d) on or prior to the date of designation, the Administrative Agent shall have received from such Person a certificate, signed by an Authorized Officer of such Person in the Opco Borrower form of Exhibit F with appropriate insertions or deletions, together with (x) copies of its certificate of incorporation, by-laws or other equivalent organizational documents and (y) resolutions relating to the Credit Documents which shall be satisfactory to the Administrative Agent;
(e) on or prior to the date of designation, the Administrative Agent shall have received an opinion, addressed to the Administrative Agent (or such shorter period as may be agreed by the Administrative Agent in its sole discretion), request to designate any additional Subsidiary and each of the Parent Lenders and dated the date of designation, from counsel to such Person, which opinion shall (w) in the case of an additional Designated Subsidiary Borrower organized under the laws of located in the United States, be substantially in the United Kingdom or any other jurisdiction approved by form of Exhibit I-l and otherwise satisfactory to the Administrative Agent, (x) in the case of an additional Designated Subsidiary Borrower located in Bermuda, be substantially in the form of Exhibit I-2 and otherwise satisfactory to the Administrative Agent, (y) in the case of an additional Designated Subsidiary Borrower located in England, be substantially in the form of Exhibit I-3 and otherwise satisfactory to the Administrative Agent and (z) in the Lenders (case of an “Applicant Borrower”) as additional Designated Subsidiary Borrower located in a co-borrower to receive Revolving Loans hereunder by delivering jurisdiction other than the United States, Bermuda or England, be in form and substance satisfactory to the Administrative Agent; and
(f) on or prior to the date of designation, the Administrative Agent shall have received such other documentation and/or certificates (which shall promptly deliver counterparts thereof to each Lender) a duly executed notice and agreement including, without limitation, certificates of existence and/or good standing certificates in substantially the form case of Exhibit H (a “additional Designated Subsidiary Borrower Request and Assumption Agreement”). The parties hereto acknowledge and agree that prior to any Applicant Borrower becoming entitled to utilize the credit facilities provided for herein (i) (other than in relation to any Applicant Borrower Borrowers organized under the laws of the United States or England and Walesany State thereof, or any other jurisdiction where the concept of “good standing” is applicable) any appropriate changes to the Loan Documents as the Administrative Agent may reasonably request and as may be required in connection with local law considerations, in each case in form and substance reasonably satisfactory to the Administrative Agent, shall have been made (provided that, in the case of any Applicant Borrower incorporated in the United Kingdom, such designation shall be conditional upon the Administrative Agent and the Opco Borrower entering into an amendment to this Agreement reflecting mutually and reasonably satisfactory customary United Kingdom-related tax provisions), (ii) the Administrative Agent and such Lenders shall have received such supporting resolutions, incumbency certificates, opinions of counsel and other documents or information, in form, content and scope reasonably satisfactory to the Administrative Agent, as may be required by the Administrative Agent, and promissory notes signed by such new Designated Subsidiary Borrowers to the extent any Lender so requires and (iii) upon the reasonable request of any Revolving Lender, (x) the Applicant Borrowers shall have provided to such Revolving Lender, and such Revolving Lender shall be reasonably satisfied with, the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the Patriot Act and (y) any Applicant Borrower that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered, to each Revolving Lender that so requests, a Beneficial Ownership Certification in relation to such Applicant Borrower (the requirements in clauses (i), (ii) and (iii) hereof, the “Designated Subsidiary Borrower Requirements”). If the Designated Subsidiary Borrower Requirements are met, the Administrative Agent shall send a notice in substantially the form of Exhibit I (a “Designated Subsidiary Borrower Notice”) to the Opco Borrower and the Lenders specifying the effective date upon which the Applicant Borrower shall constitute a Designated Subsidiary Borrower for purposes hereof, whereupon each of the Lenders agrees to permit such Designated Subsidiary Borrower to receive Revolving Loans hereunder, on the terms and conditions set forth herein, and each of the parties agrees that such Designated Subsidiary Borrower otherwise shall be a Borrower for all purposes of this Agreement; provided that no Borrowing Request may be submitted by or on behalf of such Designated Subsidiary Borrower until the date four (4) Business Days after such effective daterequest.
Appears in 1 contract
Samples: Credit Agreement (Endurance Specialty Holdings LTD)
Designated Subsidiary Borrowers. (a) The Opco Parent Borrower may at any time, upon not less than fifteen (15) 10 Business Days’ notice from the Opco Borrower to the Administrative Agent (or such shorter period notice as may be agreed by the Administrative Agent may, in its sole discretion, permit), request to designate any additional Subsidiary of the Parent Borrower organized under the laws of the United States, the United Kingdom or any other jurisdiction approved by the Administrative Agent and the Lenders (an “Applicant Borrower”) as a co-borrower to receive Revolving Loans hereunder Tranche A Designated Subsidiary Borrower by delivering to the Administrative Agent (which shall promptly deliver counterparts thereof to each Tranche A Lender) a duly executed notice and agreement in substantially the form of Exhibit H (a “Designated Subsidiary Borrower Request and Assumption Agreement”). The parties hereto acknowledge and agree that prior to any Applicant Borrower becoming entitled to utilize the credit facilities provided for herein (i) (other than in relation to any Tranche A Commitments, such Applicant Borrower organized under the laws of the United States or England and Wales) any appropriate changes shall have executed a joinder to the Loan Documents as the Administrative Agent may reasonably request Security Agreement and as may be required in connection with local law considerations, in each case in form a Control Agreement (or joinder thereto) and substance reasonably satisfactory to the Administrative Agent, shall have been made (provided that, in the case of any Applicant Borrower incorporated in the United Kingdom, such designation shall be conditional upon the Administrative Agent and the Opco Borrower entering into an amendment to this Agreement reflecting mutually and reasonably satisfactory customary United Kingdom-related tax provisions), (ii) the Administrative Agent and such Tranche A Lenders shall have received such supporting resolutions, incumbency certificates, opinions of counsel and other documents or information, in form, content and scope reasonably satisfactory to the Administrative Agent, as may be required by the Administrative AgentAgent or the Majority Tranche A Lenders in their sole discretion, including all documents and promissory notes signed information required by such new Designated Subsidiary Borrowers regulatory authorities under applicable “know-your-customer” rules and regulations with respect to the extent any Lender so requires Applicant Borrower. If the Administrative Agent and (iii) upon the reasonable request of any Revolving Lender, (x) the Tranche A Lenders agree that an Applicant Borrowers shall have provided to such Revolving Lender, and such Revolving Lender Borrower shall be reasonably satisfied with, the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the Patriot Act and (y) any Applicant Borrower that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered, to each Revolving Lender that so requests, a Beneficial Ownership Certification in relation to such Applicant Borrower (the requirements in clauses (i), (ii) and (iii) hereof, the “Tranche A Designated Subsidiary Borrower Requirements”). If under the Designated Subsidiary Borrower Requirements are metTranche A Commitments, then promptly following receipt of all such Security Documents and requested resolutions, incumbency certificates, opinions of counsel and other documents or information, the Administrative Agent shall send a notice in substantially the form of Exhibit I (a “Designated Subsidiary Borrower Notice”) to the Opco Parent Borrower and the Tranche A Lenders specifying the effective date upon which the such Applicant Borrower shall constitute a Tranche A Designated Subsidiary Borrower for purposes hereofunder the Tranche A Commitments, whereupon each of the Tranche A Lenders agrees to permit such Tranche A Designated Subsidiary Borrower to receive Revolving Loans obtain Tranche A Letters of Credit hereunder, on the terms and conditions set forth herein, and each of the parties agrees that such Tranche A Designated Subsidiary Borrower otherwise shall be a Borrower for all purposes of this Agreement; provided any such effective date shall not be sooner than five Business Days after the Administrative Agent and the Tranche A Lenders have received all such Security Documents and requested resolutions, incumbency certificates, opinions of counsel and other documents or information.
(b) The Parent Borrower may at any time, upon not less than 10 Business Days’ notice to the Administrative Agent (or such shorter notice as the Administrative Agent may, in its sole discretion, permit), designate any Applicant Borrower as a Tranche B Designated Subsidiary Borrower by delivering to the Administrative Agent (which shall promptly deliver counterparts thereof to each Tranche B Lender) a duly executed Designated Subsidiary Borrower Request and Assumption Agreement with appropriate changes to reflect whether such Applicant Borrower may obtain Revolving Loans and/or Tranche B Letters of Credit. The parties hereto acknowledge and agree that prior to any Applicant Borrower becoming entitled to utilize the Tranche B Commitments, the Parent Guaranty shall be amended to provide that the Parent Borrower shall guarantee all Obligations of such Tranche B Designated Subsidiary Borrower and the Applicant Borrower shall have delivered to the Administrative Agent and the Tranche B Lenders (i) such supporting resolutions, incumbency certificates, opinions of counsel and other documents or information, in form, content and scope reasonably satisfactory to the Administrative Agent, as may be required by the Administrative Agent and (ii) all documents and information required by regulatory authorities under applicable “know-your-customer” rules and regulations, in each case, with respect to the Applicant Borrower. Promptly following receipt of the Parent Guaranty amendment and all requested resolutions, incumbency certificates, opinions of counsel and other documents or information, the Administrative Agent shall send a Designated Subsidiary Borrower Notice to the Parent Borrower and the Tranche B Lenders specifying the effective date upon which such Applicant Borrower shall constitute a Tranche B Designated Subsidiary Borrower, whereupon each of the Tranche B Lenders agrees to permit such Tranche B Designated Subsidiary Borrower to obtain Tranche B Letters of Credit and/or Revolving Loans hereunder, as the case may be, on the terms and conditions set forth herein, and each of the parties agrees that such Tranche B Designated Subsidiary Borrower otherwise shall be a Borrower for all purposes of this Agreement; provided that no Borrowing Request request for a Credit Extension may be submitted by or on behalf of such Tranche B Designated Subsidiary Borrower until the date four (4) five Business Days after such effective datedate (or such shorter period as may be acceptable to the Tranche B Lenders).
(c) In addition to the conditions set forth in clause (b), an Applicant Borrower that would qualify as a Tranche B Designated Subsidiary Borrower shall not be a Tranche B Designated Subsidiary Borrower hereunder if the Administrative Agent gives written notice to the Applicant Borrower and the Tranche B Lenders, prior to the effective date of such Applicant Borrower becoming a Tranche B Designated Subsidiary Borrower, that it has reasonably determined that the addition of such Applicant Borrower would (i) violate any applicable Law or (ii) have any material adverse effect on the Tranche B Lenders.
(d) The Obligations of the Parent Borrower (except as otherwise provided herein or in any other Credit Document) and the Obligations of each Designated Subsidiary Borrower shall be several in nature and no Designated Subsidiary Borrower will be liable for the Obligations of another Borrower. The Parent Borrower will advise the Administrative Agent as to any change in the Facility-wide Liability Percentages of the Borrowers resulting from any addition or release of a Designated Subsidiary Borrower and the Administrative Agent will provide a revised Schedule 1.01(b) reflecting such change to the Parent Borrower and the Lenders.
(e) Each Subsidiary of the Parent Borrower that is or becomes a “Designated Subsidiary Borrower” pursuant to this Section 2.13 hereby irrevocably appoints the Parent Borrower as its agent for all purposes relevant to this Agreement and each of the other Credit Documents, including (i) the giving and receipt of notices and (ii) the execution and delivery of all documents, instruments and certificates contemplated herein and all modifications hereto. Any acknowledgment, consent, direction, certification or other action which might otherwise be valid or effective only if given or taken by all Borrowers, or by each Borrower acting singly, shall be valid and effective if given or taken only by the Parent Borrower, whether or not any such other Borrower joins therein. Any notice, demand, consent, acknowledgement, direction, certification or other communication delivered to the Parent Borrower in accordance with the terms of this Agreement shall be deemed to have been delivered to each Designated Subsidiary Borrower.
(f) The Parent Borrower may from time to time, upon not less than 5 Business Days’ notice from the Parent Borrower to the Administrative Agent (or such shorter period as may be agreed by the Administrative Agent in its sole discretion), terminate a Designated Subsidiary Borrower’s status as such, provided that there are no outstanding Letters of Credit issued for the account of such Designated Subsidiary Borrower or other amounts payable by such Designated Subsidiary Borrower on account of any Letters of Credit issued for its account or Loans outstanding to such Designated Subsidiary Borrower, as of the effective date of such termination. Upon termination of a Designated Subsidiary Borrower’s status as such, the Administrative Agent will promptly notify the Lenders of such termination and will release (i) such Designated Subsidiary Borrower from its obligations under this Agreement and any other Credit Document, (ii) all Collateral provided by such Designated Subsidiary Borrower and (iii) if applicable, the Parent Borrower from the Parent Guaranty solely with respect to the obligations of such Designated Subsidiary Borrower; provided that termination of ACUS as a Designated Subsidiary Borrower shall not release ACUS from its obligations under the ACUS Guarantee.
Appears in 1 contract
Designated Subsidiary Borrowers. (a) The Opco Parent Borrower may at any time, upon not less than fifteen (15) 10 Business Days’ notice from the Opco Borrower to the Administrative Agent (or such shorter period as may be agreed by the Administrative Agent in its sole discretion)Agent, request to designate any additional Subsidiary of the Parent Borrower organized under the laws of the United States, the United Kingdom or any other jurisdiction approved by the Administrative Agent and the Lenders (an “Applicant Borrower”) as a co-borrower Designated Subsidiary Borrower to receive Revolving Loans request Tranche A Letters of Credit hereunder by delivering to the Administrative Agent (which shall promptly deliver counterparts thereof to each Lender) a duly executed notice and agreement in substantially the form of Exhibit H (a “Designated Subsidiary Borrower Request and Assumption Agreement”). The parties hereto acknowledge and agree that prior to any Applicant Borrower becoming entitled to utilize the credit facilities provided for herein (i) (other than in relation to any such Applicant Borrower organized under the laws of the United States or England and Wales) any appropriate changes to the Loan Documents as the Administrative Agent may reasonably request and as may be required in connection with local law considerations, in each case in form and substance reasonably satisfactory to the Administrative Agent, shall have been made (provided that, in the case of any Applicant Borrower incorporated in the United Kingdom, such designation shall be conditional upon executed a Security Agreement and a Control Agreement and the Administrative Agent and the Opco Borrower entering into an amendment to this Agreement reflecting mutually and reasonably satisfactory customary United Kingdom-related tax provisions), (ii) the Administrative Agent and such Tranche A Lenders shall have received such supporting resolutions, incumbency certificates, opinions of counsel and other documents or information, in form, content and scope reasonably satisfactory to the Administrative Agent, as may be required by the Administrative Agent, and promissory notes signed by such new Designated Subsidiary Borrowers to Agent or the extent any Lender so requires and (iii) upon the reasonable request of any Revolving Lender, (x) the Applicant Borrowers shall have provided to such Revolving Lender, and such Revolving Lender shall be reasonably satisfied with, the documentation and other information so requested Majority Tranche A Lenders in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the Patriot Act and (y) any Applicant Borrower that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered, to each Revolving Lender that so requests, a Beneficial Ownership Certification in relation to such Applicant Borrower (the requirements in clauses (i), (ii) and (iii) hereof, the “Designated Subsidiary Borrower Requirements”)their sole discretion. If the Designated Subsidiary Administrative Agent and the Tranche A Lenders agree that an Applicant Borrower Requirements are metshall be entitled to request Tranche A Letters of Credit hereunder, then promptly following receipt of all such Security Documents and requested resolutions, incumbency certificates, opinions of counsel and other documents or information, the Administrative Agent shall send a notice in substantially the form of Exhibit I (a “Designated Subsidiary Borrower Notice”) to the Opco Parent Borrower and the Tranche A Lenders specifying the effective date upon which the such Applicant Borrower shall constitute a Designated Subsidiary Borrower for purposes hereof, whereupon each of the Tranche A Lenders agrees to permit such Designated Subsidiary Borrower to receive Revolving Loans request Tranche A Letters of Credit hereunder, on the terms and conditions set forth herein, and each of the parties agrees that such Designated Subsidiary Borrower otherwise shall be a Borrower for all purposes of this Agreement; provided that no Borrowing Request Letter of Credit Application may be submitted by or on behalf of such Designated Subsidiary Borrower until the date four (4) five Business Days after such effective date.
(b) The Parent Borrower may at any time, upon not less than 10 Business Days’ notice to the Administrative Agent (or such shorter notice as the Administrative Agent may permit), designate any Applicant Borrower as a Designated Subsidiary Borrower to request Loans or Tranche B Letters of Credit hereunder by delivering to the Administrative Agent (which shall promptly deliver counterparts thereof to each Tranche B Lender) a duly executed Designated Subsidiary Borrower Request and Assumption Agreement with appropriate changes to reflect whether such Applicant Borrower may request Loans or Tranche B Letters of Credit). The parties hereto acknowledge and agree that prior to any Applicant Borrower becoming entitled to utilize the Tranche B Commitment the Administrative Agent and the Tranche B Lenders shall have received such supporting resolutions, incumbency certificates, opinions of counsel and other documents or information, in form, content and scope reasonably satisfactory to the Administrative Agent, as may be required by the Administrative Agent or the Majority Tranche B Lenders in their sole discretion. If the Administrative Agent and the Tranche B Lenders agree that an Applicant Borrower shall be entitled to request Loans or Tranche B Letters of Credit hereunder, then promptly following receipt of all such requested resolutions, incumbency certificates, opinions of counsel and other documents or information, the Administrative Agent shall send a Designated Subsidiary Borrower Notice to the Parent Borrower and the Tranche B Lenders specifying the effective date upon which such Applicant Borrower shall constitute a Designated Subsidiary Borrower under the Tranche B Commitment, whereupon each of the Tranche B Lenders agrees to permit such Designated Subsidiary Borrower to request Loans or Tranche B Letters of Credit hereunder, as the case may be, on the terms and conditions set forth herein, and each of the parties agrees that such Designated Subsidiary Borrower otherwise shall be a Borrower for all purposes of this Agreement; provided that no request for a Credit Extension may be submitted by or on behalf of such Designated Subsidiary Borrower until the date five Business Days after such effective date (or such shorter period as may be acceptable to the Tranche B Lenders)
(c) The Obligations of the Parent Borrower (except as otherwise provided herein or in any other Credit Document) and the Obligations of each Designated Subsidiary Borrower shall be several in nature and no Designated Subsidiary Borrower will be liable for the Obligations of another Borrower. The Parent Borrower will advise the Administrative Agent as to any change in the Facility-wide Liability Percentages of the Borrowers resulting from any addition or release of a Designated Subsidiary Borrower and the Administrative Agent will provide a revised Schedule 1.01(c) reflecting such change to the Parent Borrower and the Lenders.
(d) Each Subsidiary of the Parent Borrower that is or becomes a “Designated Subsidiary Borrower” pursuant to this Section 2.13 hereby irrevocably appoints the Parent Borrower as its agent for all purposes relevant to this Agreement and each of the other Credit Documents, including (i) the giving and receipt of notices and (ii) the execution and delivery of all documents, instruments and certificates contemplated herein and all modifications hereto. Any acknowledgment, consent, direction, certification or other action which might otherwise be valid or effective only if given or taken by all Borrowers, or by each Borrower acting singly, shall be valid and effective if given or taken only by the Parent Borrower, whether or not any such other Borrower joins therein. Any notice, demand, consent, acknowledgement, direction, certification or other communication delivered to the Parent Borrower in accordance with the terms of this Agreement shall be deemed to have been delivered to each Designated Subsidiary Borrower.
(e) The Parent Borrower may from time to time, upon not less than 5 Business Days’ notice from the Parent Borrower to the Administrative Agent (or such shorter period as may be agreed by the Administrative Agent in its sole discretion), terminate a Designated Subsidiary Borrower’s status as such, provided that there are no Letters of Credit issued for the account of such Designated Subsidiary Borrower or other amounts payable by such Designated Subsidiary Borrower on account of any Letters of Credit issued for its account or Loans outstanding to such Designated Subsidiary Borrower, as of the effective date of such termination. Termination of ACUS as a Designated Subsidiary Borrower shall not release ACUS from its obligations under the ACUS Guarantee. The Administrative Agent will promptly notify the Lenders of any such termination of a Designated Subsidiary Borrower’s status.
Appears in 1 contract
Designated Subsidiary Borrowers. (a) The Opco Parent Borrower may at any time, upon not less than fifteen (15) 10 Business Days’ notice from the Opco Borrower to the Administrative Agent (or such shorter period notice as may be agreed by the Administrative Agent may, in its sole discretion, permit), request to designate any additional Subsidiary of the Parent Borrower organized under the laws of the United States, the United Kingdom or any other jurisdiction approved by the Administrative Agent and the Lenders (an “Applicant Borrower”) as a co-borrower to receive Revolving Loans hereunder Tranche A Designated Subsidiary Borrower by delivering to the Administrative Agent (which shall promptly deliver counterparts thereof to each Tranche A Lender) a duly executed notice and agreement in substantially the form of Exhibit H (a “Designated Subsidiary Borrower Request and Assumption Agreement”). The parties hereto DB1/ 115371409.4 acknowledge and agree that prior to any Applicant Borrower becoming entitled to utilize the credit facilities provided for herein (i) (other than in relation to any Tranche A Commitments, such Applicant Borrower organized under the laws of the United States or England and Wales) any appropriate changes shall have executed a joinder to the Loan Documents as the Administrative Agent may reasonably request Security Agreement and as may be required in connection with local law considerations, in each case in form a Control Agreement (or joinder thereto) and substance reasonably satisfactory to the Administrative Agent, shall have been made (provided that, in the case of any Applicant Borrower incorporated in the United Kingdom, such designation shall be conditional upon the Administrative Agent and the Opco Borrower entering into an amendment to this Agreement reflecting mutually and reasonably satisfactory customary United Kingdom-related tax provisions), (ii) the Administrative Agent and such Tranche A Lenders shall have received such supporting resolutions, incumbency certificates, opinions of counsel and other documents or information, in form, content and scope reasonably satisfactory to the Administrative Agent, as may be required by the Administrative AgentAgent or the Majority Tranche A Lenders in their sole discretion, including all documents and promissory notes signed information required by such new Designated Subsidiary Borrowers regulatory authorities under applicable “know-your-customer” rules and regulations with respect to the extent any Lender so requires Applicant Borrower. If the Administrative Agent and (iii) upon the reasonable request of any Revolving Lender, (x) the Tranche A Lenders agree that an Applicant Borrowers shall have provided to such Revolving Lender, and such Revolving Lender Borrower shall be reasonably satisfied with, the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the Patriot Act and (y) any Applicant Borrower that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered, to each Revolving Lender that so requests, a Beneficial Ownership Certification in relation to such Applicant Borrower (the requirements in clauses (i), (ii) and (iii) hereof, the “Tranche A Designated Subsidiary Borrower Requirements”). If under the Designated Subsidiary Borrower Requirements are metTranche A Commitments, then promptly following receipt of all such Security Documents and requested resolutions, incumbency certificates, opinions of counsel and other documents or information, the Administrative Agent shall send a notice in substantially the form of Exhibit I (a “Designated Subsidiary Borrower Notice”) to the Opco Parent Borrower and the Tranche A Lenders specifying the effective date upon which the such Applicant Borrower shall constitute a Tranche A Designated Subsidiary Borrower for purposes hereofunder the Tranche A Commitments, whereupon each of the Tranche A Lenders agrees to permit such Tranche A Designated Subsidiary Borrower to receive Revolving Loans obtain Tranche A Letters of Credit hereunder, on the terms and conditions set forth herein, and each of the parties agrees that such Tranche A Designated Subsidiary Borrower otherwise shall be a Borrower for all purposes of this Agreement; provided any such effective date shall not be sooner than five Business Days after the Administrative Agent and the Tranche A Lenders have received all such Security Documents and requested resolutions, incumbency certificates, opinions of counsel and other documents or information.
(b) The Parent Borrower may at any time, upon not less than 10 Business Days’ notice to the Administrative Agent (or such shorter notice as the Administrative Agent may, in its sole discretion, permit), designate any Applicant Borrower as a Tranche B Designated Subsidiary Borrower by delivering to the Administrative Agent (which shall promptly deliver counterparts thereof to each Tranche B Lender) a duly executed Designated Subsidiary Borrower Request and Assumption Agreement with appropriate changes to reflect whether such Applicant Borrower may obtain Revolving Loans and/or Tranche B Letters of Credit. The parties hereto acknowledge and agree that prior to any Applicant Borrower becoming entitled to utilize the Tranche B Commitments, the Parent Guaranty shall be amended to provide that the Parent Borrower shall guarantee all Obligations of such Tranche B Designated Subsidiary Borrower and the Applicant Borrower shall have delivered to the Administrative Agent and the Tranche B Lenders (i) such supporting resolutions, incumbency certificates, opinions of counsel and other documents or information, in form, content and scope reasonably satisfactory to the Administrative Agent, as may be required by the Administrative Agent and (ii) all documents and information required by regulatory authorities under applicable “know-your-customer” rules and regulations, in each case, with respect to the Applicant Borrower. Promptly following receipt of the Parent Guaranty amendment and all requested resolutions, incumbency certificates, opinions of counsel and other documents or information, the Administrative Agent shall send a Designated Subsidiary Borrower Notice to the Parent Borrower and the Tranche B Lenders specifying the effective date upon which such Applicant Borrower shall constitute a Tranche B Designated Subsidiary Borrower, whereupon each of the Tranche B Lenders agrees to permit such Tranche B Designated Subsidiary Borrower to obtain Tranche B Letters of Credit and/or Revolving Loans hereunder, as the case may be, on the terms and conditions set forth herein, and DB1/ 115371409.4 each of the parties agrees that such Tranche B Designated Subsidiary Borrower otherwise shall be a Borrower for all purposes of this Agreement; provided that no Borrowing Request request for a Credit Extension may be submitted by or on behalf of such Tranche B Designated Subsidiary Borrower until the date four (4) five Business Days after such effective datedate (or such shorter period as may be acceptable to the Tranche B Lenders).
(c) In addition to the conditions set forth in clause (b), an Applicant Borrower that would qualify as a Tranche B Designated Subsidiary Borrower shall not be a Tranche B Designated Subsidiary Borrower hereunder if the Administrative Agent gives written notice to the Applicant Borrower and the Tranche B Lenders, prior to the effective date of such Applicant Borrower becoming a Tranche B Designated Subsidiary Borrower, that it has reasonably determined that the addition of such Applicant Borrower would (i) violate any applicable Law or (ii) have any material adverse effect on the Tranche B Lenders.
(d) The Obligations of the Parent Borrower (except as otherwise provided herein or in any other Credit Document) and the Obligations of each Designated Subsidiary Borrower shall be several in nature and no Designated Subsidiary Borrower will be liable for the Obligations of another Borrower. The Parent Borrower will advise the Administrative Agent as to any change in the Facility-wide Liability Percentages of the Borrowers resulting from any addition or release of a Designated Subsidiary Borrower and the Administrative Agent will provide a revised Schedule 1.01(b) reflecting such change to the Parent Borrower and the Lenders.
(e) Each Subsidiary of the Parent Borrower that is or becomes a “Designated Subsidiary Borrower” pursuant to this Section 2.13 hereby irrevocably appoints the Parent Borrower as its agent for all purposes relevant to this Agreement and each of the other Credit Documents, including (i) the giving and receipt of notices and (ii) the execution and delivery of all documents, instruments and certificates contemplated herein and all modifications hereto. Any acknowledgment, consent, direction, certification or other action which might otherwise be valid or effective only if given or taken by all Borrowers, or by each Borrower acting singly, shall be valid and effective if given or taken only by the Parent Borrower, whether or not any such other Borrower joins therein. Any notice, demand, consent, acknowledgement, direction, certification or other communication delivered to the Parent Borrower in accordance with the terms of this Agreement shall be deemed to have been delivered to each Designated Subsidiary Borrower.
(f) The Parent Borrower may from time to time, upon not less than 5 Business Days’ notice from the Parent Borrower to the Administrative Agent (or such shorter period as may be agreed by the Administrative Agent in its sole discretion), terminate a Designated Subsidiary Borrower’s status as such, provided that there are no outstanding Letters of Credit issued for the account of such Designated Subsidiary Borrower or other amounts payable by such Designated Subsidiary Borrower on account of any Letters of Credit issued for its account or Loans outstanding to such Designated Subsidiary Borrower, as of the effective date of such termination. Upon termination of a Designated Subsidiary Borrower’s status as such, the Administrative Agent will promptly notify the Lenders of such termination and will release (i) such Designated Subsidiary Borrower from its obligations under this Agreement and any other Credit Document, (ii) all Collateral provided by such Designated Subsidiary Borrower and (iii) if applicable, the Parent Borrower from the Parent Guaranty solely with respect to the obligations of such DB1/ 115371409.4 Designated Subsidiary Borrower; provided that termination of ACUS as a Designated Subsidiary Borrower shall not release ACUS from its obligations under the ACUS Guaranty.
Appears in 1 contract
Designated Subsidiary Borrowers. The Opco Borrower Company may at any timefrom time to time designate one or more Persons as an additional Designated Subsidiary Borrower, upon not less than fifteen (15) Business Days’ notice from the Opco Borrower subject to the Administrative Agent following terms and conditions:
(or a) each such shorter period as may Person shall be agreed by the Administrative Agent in its sole discretion), request to designate any additional a 90%-Owned Subsidiary of the Parent Company;
(b) each such Person shall be a Material Subsidiary;
(c) each such Person may be organized and existing in any jurisdiction, provided that no Lender is prohibited by applicable law or governmental regulation from lending or otherwise extending credit to Persons organized and existing in that jurisdiction;
(d) the Company shall provide written notice of an additional Designated Subsidiary Borrower organized under the laws of the United States, the United Kingdom or any other jurisdiction approved by the Administrative Agent and the Lenders (an “Applicant Borrower”) as a co-borrower to receive Revolving Loans hereunder by delivering to the Administrative Agent (which shall promptly deliver counterparts thereof forward such notice to each Lender) a duly executed notice and agreement (x) at least five days prior to the date of designation in substantially the form case of Exhibit H (a “an additional Designated Subsidiary Borrower Request organized and Assumption Agreement”). The parties hereto acknowledge and agree that prior to any Applicant Borrower becoming entitled to utilize the credit facilities provided for herein (i) (other than in relation to any Applicant Borrower organized existing under the laws of the United States of America, any state thereof or England the District of Columbia, and Wales(y) any appropriate changes at least ten days prior to the Loan Documents as date of designation in the case of an additional Designated Subsidiary Borrower organized and existing in all other jurisdictions;
(e) each such Designated Subsidiary Borrower shall enter into an appropriately completed DSB Assumption Agreement in the form of Exhibit G hereto on or prior to the date of designation hereof;
(f) on or prior to the date of designation, such 90%- Owned Subsidiary shall execute and deliver to each Lender requesting same a Revolving Note and a Competitive Bid Note to evidence the Loans to be incurred by such Person;
(g) on or prior to the date of designation, the Administrative Agent may reasonably request shall have received from such Person a certificate, signed by an Authorized Officer of such Person in the form of Exhibit E with appropriate insertions or deletions, together with (x) copies of its certificate of incorporation, by laws or other organizational documents and as may (y) the resolutions relating to the Credit Documents which shall be required in connection with local law considerations, in each case in form and substance reasonably satisfactory to the Administrative Agent, shall have been made ;
(provided that, in the case of any Applicant Borrower incorporated in the United Kingdom, such designation shall be conditional upon the Administrative Agent and the Opco Borrower entering into an amendment to this Agreement reflecting mutually and reasonably satisfactory customary United Kingdom-related tax provisions), (iih) the Administrative Agent and such Lenders shall have received such supporting resolutions, incumbency certificates, opinions of counsel and other documents on or information, in form, content and scope reasonably satisfactory prior to the Administrative Agent, as may be required by the Administrative Agent, and promissory notes signed by such new Designated Subsidiary Borrowers to the extent any Lender so requires and (iii) upon the reasonable request date of any Revolving Lender, (x) the Applicant Borrowers shall have provided to such Revolving Lender, and such Revolving Lender shall be reasonably satisfied with, the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the Patriot Act and (y) any Applicant Borrower that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered, to each Revolving Lender that so requests, a Beneficial Ownership Certification in relation to such Applicant Borrower (the requirements in clauses (i), (ii) and (iii) hereof, the “Designated Subsidiary Borrower Requirements”). If the Designated Subsidiary Borrower Requirements are metdesignation, the Administrative Agent shall send a notice have received an opinion, addressed to the Administrative Agent and each of the Lenders and dated the date of designation, from counsel to such Person which opinion shall be substantially in substantially the form of Exhibit I H hereto; and
(a “Designated Subsidiary Borrower Notice”i) to the Opco Borrower and the Lenders specifying the effective date upon which the Applicant Borrower Quantitative Strategies, LLC shall constitute not be a Designated Subsidiary Borrower for purposes hereof, whereupon each of the Lenders agrees to permit such Designated Subsidiary Borrower to receive Revolving Loans hereunder, on the terms and conditions set forth herein, and each of the parties agrees that such Designated Subsidiary Borrower otherwise shall be a Borrower for all purposes of this Agreement; provided that no Borrowing Request may be submitted by or on behalf of such Designated Subsidiary Borrower until the date four (4) Business Days after such effective dateBorrower.
Appears in 1 contract
Samples: Credit Agreement (Partnerre LTD)
Designated Subsidiary Borrowers. The Opco As of the Restatement Effective Date, there are no Designated Subsidiary Borrowers. From and after the Restatement Effective Date, the Company may from time to time designate one or more Persons as a Designated Subsidiary Borrower, subject to the following terms and conditions:
(a) each such Person shall be a Wholly-Owned Subsidiary of the Company;
(b) each such Designated Subsidiary Borrower may at any timeshall enter into an appropriately completed DSB Assumption Agreement in the form of Exhibit J hereto on or prior to the date of designation hereof;
(c) on or prior to the date of designation, upon not less than fifteen the Administrative Agent shall have received from such Person a certificate, signed by an Authorized Officer of such Person in the form of Exhibit C with appropriate insertions or deletions, together with (15x) Business Days’ notice from copies of its certificate of incorporation, by-laws or other organizational documents and (y) the Opco Borrower resolutions of the board of directors (or similar governing body) of such Person relating to the Credit Documents which shall be reasonably satisfactory to the Administrative Agent; and
(d) on or prior to the date of designation, the Administrative Agent shall have received an opinion, addressed to the Administrative Agent (or such shorter period as may be agreed by the Administrative Agent in its sole discretion), request to designate any additional Subsidiary and each of the Parent Borrower organized under Lenders and dated the laws date of the United Statesdesignation, the United Kingdom or any other jurisdiction approved by the Administrative Agent and the Lenders (an “Applicant Borrower”) as a co-borrower to receive Revolving Loans hereunder by delivering to the Administrative Agent (which opinion shall promptly deliver counterparts thereof to each Lender) a duly executed notice and agreement in substantially the form of Exhibit H (a “Designated Subsidiary Borrower Request and Assumption Agreement”). The parties hereto acknowledge and agree that prior to any Applicant Borrower becoming entitled to utilize the credit facilities provided for herein (i) (other than in relation to any Applicant Borrower organized under the laws of the United States or England and Wales) any appropriate changes to the Loan Documents as the Administrative Agent may reasonably request and as may be required in connection with local law considerations, in each case in form and substance reasonably satisfactory to the Administrative Agent, shall have been made (provided that, in from counsel to the case of any Applicant respective Designated Subsidiary Borrower incorporated in the United Kingdom, such designation shall be conditional upon the Administrative Agent and the Opco Borrower entering into an amendment to this Agreement reflecting mutually and reasonably satisfactory customary United Kingdom-related tax provisions), (ii) the Administrative Agent and such Lenders shall have received such supporting resolutions, incumbency certificates, opinions of counsel and other documents or information, in form, content and scope reasonably satisfactory to the Administrative Agent, covering such of the matters set forth in the opinions of counsel delivered to the Administrative Agent on the Restatement Effective Date pursuant to Section 5.01(d), as may be required reasonably requested by the Administrative Agent, and promissory notes signed by such new Designated Subsidiary Borrowers other matters incident to the extent any Lender so requires and (iii) upon the reasonable request of any Revolving Lender, (x) the Applicant Borrowers shall have provided to such Revolving Lender, and such Revolving Lender shall be reasonably satisfied with, the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the Patriot Act and (y) any Applicant Borrower that qualifies transactions contemplated thereby as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered, to each Revolving Lender that so requests, a Beneficial Ownership Certification in relation to such Applicant Borrower (the requirements in clauses (i), (ii) and (iii) hereof, the “Designated Subsidiary Borrower Requirements”). If the Designated Subsidiary Borrower Requirements are met, the Administrative Agent shall send a notice in substantially the form of Exhibit I (a “Designated Subsidiary Borrower Notice”) to the Opco Borrower and the Lenders specifying the effective date upon which the Applicant Borrower shall constitute a Designated Subsidiary Borrower for purposes hereof, whereupon each of the Lenders agrees to permit such Designated Subsidiary Borrower to receive Revolving Loans hereunder, on the terms and conditions set forth herein, and each of the parties agrees that such Designated Subsidiary Borrower otherwise shall be a Borrower for all purposes of this Agreement; provided that no Borrowing Request may be submitted by or on behalf of such Designated Subsidiary Borrower until the date four (4) Business Days after such effective datereasonably request.
Appears in 1 contract
Samples: Credit Agreement (Ametek Inc/)
Designated Subsidiary Borrowers. The Opco Parent Borrower may at any timefrom time to time after the Effective Date designate one or more Persons as an additional Designated Subsidiary Borrower, upon not less than fifteen subject to the following terms and conditions:
(15a) Business Days’ notice each such Person shall be a Wholly-Owned Subsidiary of the Parent Borrower;
(b) each such Person shall be a Material Subsidiary;
(c) on or prior to the date of designation, each such Person shall enter into an appropriately completed DSB Assumption Agreement;
(d) on or prior to the date of designation, the Administrative Agent shall have received from such Person a certificate, signed by an Authorized Officer of such Person in the Opco Borrower form of Exhibit F with appropriate insertions or deletions, together with (x) copies of its certificate of incorporation, by-laws or other equivalent organizational documents and (y) resolutions relating to the Credit Documents which shall be satisfactory to the Administrative Agent;
(e) on or prior to the date of designation, the Administrative Agent shall have received an opinion, addressed to the Administrative Agent (or such shorter period as may be agreed by the Administrative Agent in its sole discretion), request to designate any additional Subsidiary and each of the Parent Borrower organized under Lenders and dated the laws date of the United Statesdesignation, the United Kingdom or any other jurisdiction approved by the Administrative Agent and the Lenders (an “Applicant Borrower”) as a co-borrower from counsel to receive Revolving Loans hereunder by delivering to the Administrative Agent (such Person, which opinion shall promptly deliver counterparts thereof to each Lender) a duly executed notice and agreement in substantially the form of Exhibit H (a “Designated Subsidiary Borrower Request and Assumption Agreement”). The parties hereto acknowledge and agree that prior to any Applicant Borrower becoming entitled to utilize the credit facilities provided for herein (i) (other than in relation to any Applicant Borrower organized under the laws of the United States or England and Wales) any appropriate changes to the Loan Documents as the Administrative Agent may reasonably request and as may be required in connection with local law considerations, in each case in form and substance reasonably satisfactory to the Administrative Agent;
(f) on or prior to the date of designation, shall have been made (provided that, in the case of any Applicant Borrower incorporated in the United Kingdom, such designation shall be conditional upon the Administrative Agent and the Opco Borrower entering into an amendment to this Agreement reflecting mutually and reasonably satisfactory customary United Kingdom-related tax provisions), (ii) the Administrative Agent and such Lenders shall have received such supporting resolutions, incumbency certificates, opinions of counsel and other documents or information, in form, content and scope reasonably satisfactory to the Administrative Agent, as may be required by the Administrative Agent, and promissory notes signed by such new Designated Subsidiary Borrowers to the extent any Lender so requires and documentation and/or certificates (iii) upon the reasonable request of any Revolving Lender, (x) the Applicant Borrowers shall have provided to such Revolving Lender, and such Revolving Lender shall be reasonably satisfied with, the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, certificates of existence and/or good standing certificates in the Patriot Act and (y) any Applicant Borrower that qualifies as a “legal entity customer” case of additional Designated Subsidiary Borrowers organized under the Beneficial Ownership Regulation laws of the United States or any State thereof, or any other jurisdiction where the concept of “good standing” is applicable) as the Administrative Agent may reasonably request; and
(g) so long as no Default or Event of Default shall have delivered, occurred and be continuing and all principal of and interest on all Revolving Loans made to each Revolving Lender that so requests, a Beneficial Ownership Certification in relation to such Applicant Borrower (the requirements in clauses (i), (ii) and (iii) hereof, the “any Designated Subsidiary Borrower Requirements”). If the and all other amounts payable by such Designated Subsidiary Borrower Requirements are metunder this Agreement and the other Credit Documents have been paid in full, the Parent Borrower may terminate the status of such Designated Subsidiary Borrower as a Borrower hereunder by furnishing to the Administrative Agent shall send a notice letter (a “Termination Letter”) in substantially the form of Exhibit I N, duly completed and executed by the Parent Borrower. Any Termination Letter furnished hereunder shall be effective upon receipt thereof by the Administrative Agent, which shall promptly so notify the Lenders, whereupon the Lenders shall promptly deliver to the Parent Borrower (through the Administrative Agent) the Notes, if any, of such Designated Subsidiary Borrower. Notwithstanding the foregoing, (x) the delivery of a “Termination Letter with respect to any Designated Subsidiary Borrower Notice”shall not terminate (i) any obligation of such Borrower that remains unpaid at the time of such delivery or (ii) the obligations of the Parent Borrower under Section 13 with respect to any such unpaid obligations and (y) such Designated Subsidiary Borrower shall remain a party hereto and to any other Credit Document to which such Designated Subsidiary Borrower is a party prior to the Opco Borrower delivery of such Termination Letter and shall continue to have all the Lenders specifying the effective date upon which the Applicant Borrower shall constitute rights and obligations of a Designated Subsidiary Borrower for purposes hereof, whereupon each under this Agreement and any other such Credit Document with respect to any Letters of the Lenders agrees to permit such Designated Subsidiary Borrower to receive Revolving Loans hereunder, on the terms and conditions set forth herein, and each of the parties agrees that such Designated Subsidiary Borrower otherwise shall be a Borrower for all purposes of this Agreement; provided that no Borrowing Request may be submitted by or Credit issued on behalf of such Designated Subsidiary Borrower until prior to delivery of such Termination Letter, but shall not be permitted to borrow or request any additional Revolving Loans or the date four (4) Business Days after such effective dateissuance, amendment or renewal of any additional Letters of Credit.
Appears in 1 contract
Samples: Credit Agreement (Endurance Specialty Holdings LTD)
Designated Subsidiary Borrowers. The Opco Any Designated Subsidiary Borrower may shall cease to be a Wholly-Owned Subsidiary of the Company; then, and in any such event, and at any timetime thereafter, upon not less than fifteen (15) Business Days’ notice from the Opco Borrower to if an Event of Default shall then be continuing, the Administrative Agent shall, upon the written request of the Required Lenders, by written notice to the Company, take any or all of the following actions, without prejudice to the rights of the Administrative Agent or any Lender to enforce its claims against any Borrower, except as otherwise specifically provided for in this Agreement (or such shorter period as may be agreed provided that if an Event of Default specified in Section 8.05 shall occur with respect to the Company, the result which would occur upon the giving of written notice by the Administrative Agent in its sole discretion), request to designate any additional Subsidiary of the Parent Borrower organized under the laws of the United States, the United Kingdom or any other jurisdiction approved by the Administrative Agent and the Lenders (an “Applicant Borrower”) as a co-borrower to receive Revolving Loans hereunder by delivering to the Administrative Agent (which shall promptly deliver counterparts thereof to each Lender) a duly executed notice and agreement in substantially the form of Exhibit H (a “Designated Subsidiary Borrower Request and Assumption Agreement”). The parties hereto acknowledge and agree that prior to any Applicant Borrower becoming entitled to utilize the credit facilities provided for herein (i) (other than in relation to any Applicant Borrower organized under the laws of the United States or England and Wales) any appropriate changes to the Loan Documents as the Administrative Agent may reasonably request and as may be required in connection with local law considerations, in each case in form and substance reasonably satisfactory to the Administrative Agent, shall have been made (provided that, in the case of any Applicant Borrower incorporated in the United Kingdom, such designation shall be conditional upon the Administrative Agent and the Opco Borrower entering into an amendment to this Agreement reflecting mutually and reasonably satisfactory customary United Kingdom-related tax provisions), (ii) the Administrative Agent and such Lenders shall have received such supporting resolutions, incumbency certificates, opinions of counsel and other documents or information, in form, content and scope reasonably satisfactory to the Administrative Agent, as may be required by the Administrative Agent, and promissory notes signed by such new Designated Subsidiary Borrowers to the extent any Lender so requires and (iii) upon the reasonable request of any Revolving Lender, (x) the Applicant Borrowers shall have provided to such Revolving Lender, and such Revolving Lender shall be reasonably satisfied with, the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the Patriot Act and (y) any Applicant Borrower that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered, to each Revolving Lender that so requests, a Beneficial Ownership Certification in relation to such Applicant Borrower (the requirements specified in clauses (i), (ii) and (iv) below shall occur automatically without the giving of any such notice): (i) declare the Total Commitment terminated, whereupon the Commitment of each Lender shall forthwith terminate immediately; (ii) declare the principal of and any accrued interest and fees in respect of all obligations owing hereunder and under the other Credit Documents to be, whereupon the same shall become, forthwith due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby waived by each Borrower; (iii) hereofterminate any Letter of Credit which may be terminated in accordance with its terms; (iv) direct each Borrower to pay to the Collateral Account maintained by the Collateral Agent such additional amounts of cash, to be held as security for such Borrower's reimbursement obligations in respect of Letters of Credit then outstanding, equal to the “Designated Subsidiary aggregate Letter of Credit Outstandings attributable to such Borrower; and/or (v) enforce, as Collateral Agent (or direct the Collateral Agent to enforce), any or all of the Liens and security interests created pursuant to the Security Documents and/or exercise any of the rights and remedies provided therein. In addition, upon the occurrence and during the continuation of an Event of Default, each Borrower Requirements”)hereby appoints the Administrative Agent (acting on the instructions of the Required Lenders) as the attorney-in-fact of such Borrower, with full power of substitution, and in the name of such Borrower, to disburse and directly apply the proceeds of its Collateral Accounts to the satisfaction of any of such Borrower's obligations hereunder or under any other Credit Document. If The power-of-attorney granted hereby is a power coupled with an interest and is irrevocable. Unless directed to do so by the Designated Subsidiary Borrower Requirements are metRequired Lenders in accordance with the terms of this Agreement and the other Credit Documents, the Administrative Agent shall send a notice in substantially have no obligation to undertake any of the form foregoing actions, and, if it takes any such action it shall have no liability to any Borrower to continue the same or for the sufficiency or adequacy thereof. At the request of Exhibit I (a “Designated Subsidiary Borrower Notice”) to the Opco Borrower and the Lenders specifying the effective date upon which the Applicant Administrative Agent, each Borrower shall constitute a Designated Subsidiary Borrower for purposes hereof, whereupon each of ratify all actions taken by the Lenders agrees to permit such Designated Subsidiary Borrower to receive Revolving Loans Administrative Agent hereunder, on the terms and conditions set forth herein, and each of the parties agrees that such Designated Subsidiary Borrower otherwise shall be a Borrower for all purposes of this Agreement; provided that no Borrowing Request may be submitted by or on behalf of such Designated Subsidiary Borrower until the date four (4) Business Days after such effective date.
Appears in 1 contract
Designated Subsidiary Borrowers. The Opco Company may from time to time designate one or more Persons as an additional Designated Subsidiary Borrower, subject to the following terms and conditions:
(a) each such Person shall be a Wholly Owned Subsidiary of the Company;
(b) each such Designated Subsidiary Borrower may at any timeshall enter into an appropriately completed DSB Assumption Agreement in the form of Exhibit C hereto on or prior to the date of designation hereof;
(c) on or prior to the date of designation, upon not less than fifteen the Administrative Agent shall have received from such Person a certificate, signed by an Authorized Officer of such Person in the form of Exhibit F with appropriate insertions or deletions, together with (15x) Business Days’ notice from copies of its certificate of incorporation, by-laws or other organizational documents and (y) the Opco Borrower resolutions of the board of directors (or similar governing body) of such Person relating to the Credit Documents which shall be reasonably satisfactory to the Administrative Agent;
(d) on or prior to the date of designation, the Administrative Agent shall have received an opinion, addressed to the Administrative Agent (or such shorter period as may be agreed by the Administrative Agent in its sole discretion), request to designate any additional Subsidiary and each of the Parent Borrower organized under Lenders and dated the laws date of the United Statesdesignation, the United Kingdom or any other jurisdiction approved by the Administrative Agent and the Lenders (an “Applicant Borrower”) as a co-borrower to receive Revolving Loans hereunder by delivering to the Administrative Agent (which opinion shall promptly deliver counterparts thereof to each Lender) a duly executed notice and agreement in substantially the form of Exhibit H (a “Designated Subsidiary Borrower Request and Assumption Agreement”). The parties hereto acknowledge and agree that prior to any Applicant Borrower becoming entitled to utilize the credit facilities provided for herein (i) (other than in relation to any Applicant Borrower organized under the laws of the United States or England and Wales) any appropriate changes to the Loan Documents as the Administrative Agent may reasonably request and as may be required in connection with local law considerations, in each case in form and substance reasonably satisfactory to the Administrative Agent, shall have been made (provided that, in from counsel to the case of any Applicant respective Designated Subsidiary Borrower incorporated in the United Kingdom, such designation shall be conditional upon the Administrative Agent and the Opco Borrower entering into an amendment to this Agreement reflecting mutually and reasonably satisfactory customary United Kingdom-related tax provisions), (ii) the Administrative Agent and such Lenders shall have received such supporting resolutions, incumbency certificates, opinions of counsel and other documents or information, in form, content and scope reasonably satisfactory to the Administrative Agent, covering such of the matters set forth in the opinions of counsel delivered to the Administrative Agent on the Restatement Effective Date pursuant to Section 5.01(b)(iii), as may be required reasonably requested by the Administrative Agent, and promissory notes signed by such new other matters incident to the transactions contemplated thereby as the Administrative Agent may reasonably request;
(e) in the case of any Designated Subsidiary Borrowers to Borrower which is a Regulated Insurance Company, the extent any Lender so requires Administrative Agent and (iii) upon the reasonable request of any Revolving Lender, (x) the Applicant Borrowers shall have provided to such Revolving Lender, and such Revolving Lender its counsel shall be reasonably satisfied with, the documentation and other information so requested in connection with all applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the Patriot Act and (y) any Applicant Borrower that qualifies as a “laws and/or regulations of each jurisdiction having legal entity customer” under the Beneficial Ownership Regulation shall have delivered, to each Revolving Lender that so requests, a Beneficial Ownership Certification in relation to such Applicant Borrower (the requirements in clauses (i), (ii) and (iii) hereof, the “Designated Subsidiary Borrower Requirements”). If the Designated Subsidiary Borrower Requirements are met, the Administrative Agent shall send a notice in substantially the form of Exhibit I (a “Designated Subsidiary Borrower Notice”) to the Opco Borrower and the Lenders specifying the effective date upon which the Applicant Borrower shall constitute a Designated Subsidiary Borrower for purposes hereof, whereupon each of the Lenders agrees to permit or regulatory jurisdiction over such Designated Subsidiary Borrower as such laws and/or regulations relate to receive Revolving Loans hereunderthe enforceability, on the terms and conditions set forth herein, and each perfection or priority of the parties agrees that Liens created or purported to be created under the Security Documents as between the Secured Creditors and any Applicable Insurance Regulatory Agency or the policy holders with respect to such Regulated Insurance Company; and
(f) no Designated Subsidiary Borrower otherwise shall may incur, or be a Borrower liable for all purposes of this Agreement; provided that no Borrowing Request may be submitted (by assignment or on behalf of such Designated Subsidiary Borrower until the date four (4) Business Days after such effective dateotherwise), any Loan hereunder.
Appears in 1 contract
