Designation of Additional Borrowers. Other funds for which the Advisor acts as the investment advisor or manager, may, in the absence of a Potential Event of Default or Event of Default, and with the prior written consent of the Lender, become parties to this Agreement in addition to those Borrowers then parties hereto, and be deemed Borrowers for all purposes of this Agreement (each, an “Additional Borrower”), by executing an instrument substantially in the form of Exhibit D hereto (“Designation of Borrower”) with such changes therein as may be approved by the Lender (each, a “Joinder Agreement”), which shall be accompanied by the documents and instruments required to be delivered by the Borrowers pursuant to Section 6.1, including, without limitation, an opinion of foreign counsel for a Foreign Borrower in form and substance reasonably acceptable to the Lender, together with an acceptance fee of $10,000 for each Additional Borrower; provided that, the acceptance fee shall be $5,000 for the first Additional Borrower approved by the Lender. Each Joinder Agreement shall become effective upon the execution and delivery of such Joinder Agreement by such proposed new Borrower and the Lender and the delivery to the Lender of the documents and instruments required by the preceding sentence. Not later than 30 days after receiving all of the information with respect to the Additional Borrower as may be reasonably requested by the Lender, the Lender shall notify the Advisor whether or not the Lender will be providing its consent to add such Additional Borrower as a party hereto; provided, that if the Lender does not provide such notice by such date, the Lender shall be deemed to have declined its consent to the Additional Borrower becoming a party hereto.
Designation of Additional Borrowers. Any closed-end fund that has elected to be regulated as a “business development company” within the meaning of the Investment Company Act and qualifies as a RIC, for which FS/KKR Advisor is the investment advisor and that is not already a party under this Agreement may from time to time become a Borrower hereunder with the consent of the existing Borrowers, the Administrative Agent, each Issuing Bank and each Lender, by executing and delivering to the Administrative Agent a Joinder Agreement, and such new Borrower shall concurrently deliver such proof of corporate or other action, incumbency of officers, opinions of counsel, and other documents, in each case, as is consistent with those delivered by a Borrower pursuant to Section 4.01 upon the Effective Date or as the Administrative Agent shall have reasonably requested. Upon the designation of any additional Borrower, the allocations of the Subcommitments, Loans and LC Exposure among each of the Borrowers shall be reallocated subject to and in accordance with the terms and conditions set forth in Section 2.07(g).
Designation of Additional Borrowers. The Parent or the Company may at any time and from time to time designate, with the consent of the Administrative Agent (such consent not to be unreasonably withheld), any direct or indirect Subsidiary as an Additional Borrower by delivery to the Administrative Agent of an Additional Borrower Agreement executed by such Subsidiary, Signet Treasury, the Company or the Parent and the satisfaction of the other conditions precedent set forth in Section 4.03, and upon such delivery and satisfaction such Subsidiary shall for all purposes of this Agreement be an Additional Borrower and a party to this Agreement until such Borrower shall have executed and delivered to the Administrative Agent an Additional Borrower Termination with respect to such Subsidiary, whereupon such Subsidiary shall cease to be an Additional Borrower and a party to this Agreement. Notwithstanding the preceding sentence, no Additional Borrower Termination will become effective as to any Additional Borrower at a time when any principal of or interest on any Loan to such Borrower shall be outstanding hereunder, provided that such Additional Borrower Termination shall be effective to terminate the right of such Additional Borrower to make further Borrowings under this Agreement. As soon as practicable upon receipt of an Additional Borrower Agreement, the Administrative Agent shall furnish a copy thereof to each Lender.
Designation of Additional Borrowers. From time to time, Borrowers may designate Restricted Subsidiaries incorporated, formed or otherwise organized in the United Kingdom, Germany or Luxembourg and reasonably satisfactory to Administrative Agent as joint and several additional Borrowers under the Loans and such parties shall become a party to this Agreement pursuant to a joinder agreement reasonably satisfactory to Administrative Agent; provided that Borrowers shall have delivered (a) a written opinion (addressed to Administrative Agent and the Lenders) of counsel to such new Borrowers regarding the Loan Documents and such other matters as Administrative Agent shall reasonably request, (b) such documents and certificates as Administrative Agent may reasonably request relating to the organization, existence and good standing of such new Borrowers consistent with those delivered by Borrowers on the Effective Date and (c) to each of the Lenders, all documentation and other information reasonably requested by the Lenders relating to the additional Borrowers required by the applicable Governmental Authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act or applicable anti-corruption statutes, including the U.S. Foreign Corrupt Practices Act of 1977, as amended. Each Borrower shall be jointly and severally liable with respect to all Obligations.
Designation of Additional Borrowers. Any Mirae Fund that is not already a party under this Agreement may from time to time become a Borrower hereunder with the consent of the existing Borrowers and all of the Lenders by executing and delivering to the Agent a Joinder Agreement; provided, however, that in no event shall a Mirae Fund become a Borrower hereunder if such Mirae Fund would be required by law, as of the effective date of such Joinder Agreement, to withhold or deduct any Taxes from or in respect of any sum payable hereunder by such Mirae Fund as a Borrower hereunder to any Lender.
Designation of Additional Borrowers. The Company may, with the consent of the Required Lenders, add one or more Material Subsidiaries which are not Foreign Subsidiaries as borrowers of U.S. Tranche Revolving Loans on the same terms and conditions as the Company, PROVIDED that the Company guarantees all Obligations of such additional borrowers on terms no less favorable to the Lenders than the guarantee set forth in Article X of this Agreement.
Designation of Additional Borrowers. From time to time, the Parent Borrower may designate Restricted Subsidiaries of the Parent Borrower incorporated, formed or otherwise organized in the United States and reasonably satisfactory to the Administrative Agent as joint and several additional Borrowers under the Loans and such parties shall become a party to this Agreement pursuant to a joinder agreement reasonably satisfactory to the Administrative Agent; provided that the Parent Borrower shall have furnished each of the Lenders with all documentation and other information reasonably requested by the Lenders relating to the additional Borrowers required by the applicable Governmental Authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act and the Canadian AML Acts, or applicable anti-corruption statutes, including the Foreign Corrupt Practices Act. Each of the Borrowers shall be jointly and severally liable with respect to all Credit Party Obligations.
Designation of Additional Borrowers. From time to time, Administrative Borrower may designate one or more Wholly-Owned Subsidiaries of Administrative Borrower reasonably satisfactory to Administrative Agent as joint and several additional Borrowers, and such parties shall become a party to this Agreement pursuant to a joinder agreement reasonably satisfactory to Administrative Agent; provided that (i) Administrative Borrower shall have furnished each of the Lenders with all documentation and other information reasonably requested by the Lenders relating to such additional Borrowers required by the applicable Governmental Authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act and the Canadian AML Legislation, or applicable anti-corruption statutes, including the Foreign Corrupt Practices Act, (ii) such Subsidiary shall have complied with all provisions required with respect to a Material Subsidiary pursuant to Section 5.8 hereof, (iii) the designation of an additional Borrower shall not occur if it would violate applicable law or any Lender’s internal policies and procedures, and (iv) the designation of any Foreign Subsidiary organized under the laws of any jurisdiction other than Canada or any province or territory thereof shall be subject to the prior consent by Administrative Agent and all applicable Lenders in their sole discretion.
Designation of Additional Borrowers. From time to time, the Company may designate Restricted Subsidiaries of the Company incorporated, formed or otherwise organized in the United States and reasonably satisfactory to the Administrative Agent as joint and several additional Borrowers under the U.S. Revolving Loans and such parties shall become a party to this Agreement pursuant to a joinder agreement reasonably satisfactory to the Administrative Agent.
Designation of Additional Borrowers. From time to time, the Company may designate Restricted Subsidiaries of the Company incorporated, formed or otherwise organized in Canada and reasonably satisfactory to the Canadian Agent as joint and several additional Borrowers under the Canadian Revolving Loans and such parties shall become a party to this Agreement pursuant to a joinder agreement reasonably satisfactory to the Administrative Agent.
