Common use of Designation of Additional Borrowers Clause in Contracts

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. Other funds for which The Borrowers’ Agent may request that one or more additional Domestic Subsidiaries be designated as Borrowers, provided that, the Advisor acts addition of any other Domestic Subsidiary as the investment advisor or manager, may, in the absence of a Potential Event of Default or Event of Default, and with Borrower shall require the prior written consent of each Lender and the Lender, become parties Administrative Agent (each such Domestic Subsidiary consented to this Agreement in addition to those Borrowers then parties hereto, by the Lenders and be deemed Borrowers for all purposes of this Agreement (eachthe Administrative Agent as a Borrower hereunder, an “Additional Borrower”); provided further that, the addition of any other Domestic Subsidiary as a Borrower is subject to the Borrowers’ satisfaction of Section 3.2(aa) and (bb) with respect to such Domestic Subsidiary (with the reference in such clause to the Restatement Effective Date being in reference to the effective date of such Domestic Subsidiary becoming an Additional Borrower and the reference in such clause to each Borrower and each Guarantor being a reference to such Domestic Subsidiary). In the event any such additional Domestic Subsidiary is requested to be an Additional Borrower and is approved as such by executing the Administrative Agent and the Lenders, the Borrowers’ Agent shall cause such Subsidiary to execute and deliver to the Administrative Agent an instrument substantially Additional Borrower Supplement in the form of Exhibit D hereto G-1 or such other form reasonably acceptable to the Administrative Agent and the Borrowers (herein, an “Designation of BorrowerAdditional Borrower Supplement”) with pursuant to which such changes therein as may Domestic Subsidiary elects to become an Additional Borrower entitled to the benefits of, and be approved bound by the Lender (eachobligations of, a “Joinder Agreement”)Borrower with respect to the Canadian Revolving Credit and the U.S. Revolving Credit, which Additional Borrower Supplement shall be accompanied by (each of the documents and instruments required following to be delivered by the Borrowers pursuant to Section 6.1duly completed and executed, including, without limitation, an opinion of foreign counsel for a Foreign Borrower and in form and substance reasonably acceptable to the Administrative Agent): (i) written supplements to the Collateral Documents pursuant to which such Additional Borrower becomes a party thereto granting the Administrative Agent a Lien on its Property called for hereby, (ii) to the extent requested by any Lender, together new Notes in compliance with an acceptance fee the provisions of $10,000 for each Additional Borrower; provided thatSection 2.11(d), (iii) resolutions of the acceptance fee shall be $5,000 for the first Board of Directors (or similar governing body) of such Additional Borrower approved by authorizing the Lender. Each Joinder Agreement shall become effective upon execution, delivery, and performance of its obligations under the execution Loan Documents to which it is becoming a party to, (iv) good standing certificates (or their equivalent) from the jurisdiction in which Additional Borrower is organized and delivery each jurisdiction in which it is qualified to do business as a foreign organization, and (v) an opinion 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 counsel to the Additional Borrower as may be reasonably requested by covering the Lenderdue organization, existence, and good standing of such Additional Borrower, the Lender shall notify the Advisor whether or not the Lender will be providing its consent to add power and authority of such Additional Borrower as a party hereto; provided, that if to enter into and perform its obligations under the Lender does not provide such notice by such dateLoan Documents, the Lender shall be deemed to have declined absence of any conflicts with its consent to organizational documents, material agreements, and applicable law, the enforceability of the relevant Loan Documents upon such Additional Borrower becoming a party heretoBorrower, and such other matters substantially the same as required in connection with the opinions being delivered on the Restatement Effective Date as the Administrative Agent may reasonably require.

Designation of Additional Borrowers. Other funds for which The Borrowers’ Agent may request that one or more additional Domestic Subsidiaries be designated as Borrowers, provided that, the Advisor acts addition of any other Domestic Subsidiary as the investment advisor or manager, may, in the absence of a Potential Event of Default or Event of Default, and with Borrower shall require the prior written consent of each Lender and the Lender, become parties Administrative Agent (each such Domestic Subsidiary consented to this Agreement in addition to those Borrowers then parties hereto, by the Lenders and be deemed Borrowers for all purposes of this Agreement (eachthe Administrative Agent as a Borrower hereunder, an “Additional Borrower”); provided further that, the addition of any other Domestic Subsidiary as a Borrower is subject to the Borrowers’ satisfaction of clause (kk) of Section 3.1 with respect to such Domestic Subsidiary (with the reference in such clause to the Restatement Effective Date being in reference to the effective date of such Domestic Subsidiary becoming an Additional Borrower and the reference in such clause to each Borrower and each Guarantor being a reference to such Domestic Subsidiary). In the event any such additional Domestic Subsidiary is requested to be a Additional Borrower and is approved as such by executing the Administrative Agent and the Lenders, the Borrowers’ Agent shall cause such Subsidiary to execute and deliver to the Administrative Agent an instrument substantially Additional Borrower Supplement in the form of Exhibit D hereto G‑1 or such other form reasonably acceptable to the Administrative Agent and the Borrowers (herein, an “Designation of BorrowerAdditional Borrower Supplement”) with pursuant to which such changes therein as may Domestic Subsidiary elects to become a Additional Borrower entitled to the benefits of, and be approved bound by the Lender (eachobligations of, a “Joinder Agreement”)Borrower with respect to the Canadian Revolving Credit and the U.S. Revolving Credit, which Additional Borrower Supplement shall be accompanied by (each of the documents and instruments required following to be delivered by the Borrowers pursuant to Section 6.1duly completed and executed, including, without limitation, an opinion of foreign counsel for a Foreign Borrower and in form and substance reasonably acceptable to the Administrative Agent): (i) written supplements to the Collateral Documents pursuant to which such Additional Borrower becomes a party thereto granting the Administrative Agent a Lien on its Property called for hereby, (ii) to the extent requested by any Lender, together new Notes in compliance with an acceptance fee the provisions of $10,000 for each Additional Borrower; provided thatSection 2.11(d), (iii) resolutions of the acceptance fee shall be $5,000 for the first Board of Directors (or similar governing body) of such Additional Borrower approved by authorizing the Lender. Each Joinder Agreement shall become effective upon execution, delivery, and performance of its obligations under the execution Loan Documents to which it is becoming a party to, (iv) good standing certificates (or their equivalent) from the jurisdiction in which Additional Borrower is organized and delivery each jurisdiction in which it is qualified to do business as a foreign organization, and (v) an opinion 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 counsel to the Additional Borrower as may be reasonably requested by covering the Lenderdue organization, existence, and good standing of such Additional Borrower, the Lender shall notify the Advisor whether or not the Lender will be providing its consent to add power and authority of such Additional Borrower as a party hereto; provided, that if to enter into and perform its obligations under the Lender does not provide such notice by such dateLoan Documents, the Lender shall be deemed to have declined absence of any conflicts with its consent to organizational documents, material agreements, and applicable law, the enforceability of the relevant Loan Documents upon such Additional Borrower becoming a party heretoBorrower, and such other matters substantially the same as required in connection with the opinions being delivered on the Restatement Effective Date as the Administrative Agent may reasonably require.

Designation of Additional Borrowers. Other funds for which The Borrowers’ Agent may request that one or more additional Domestic Subsidiaries be designated as Borrowers, provided that, the Advisor acts addition of any other Domestic Subsidiary as the investment advisor or manager, may, in the absence of a Potential Event of Default or Event of Default, and with Borrower shall require the prior written consent of each Lender and the Lender, become parties Administrative Agent (each such Domestic Subsidiary consented to this Agreement in addition to those Borrowers then parties hereto, by the Lenders and be deemed Borrowers for all purposes of this Agreement (eachthe Administrative Agent as a Borrower hereunder, an “Additional Borrower”); provided further that, the addition of any other Domestic Subsidiary as a Borrower is subject to the Borrowers’ satisfaction of Section 3.2(aa) and (bb) with respect to such Domestic Subsidiary (with the reference in such clause to the Restatement Effective Date being in reference to the effective date of such Domestic Subsidiary becoming an Additional Borrower and the reference in such clause to each Borrower and each Guarantor being a reference to such Domestic Subsidiary). In the event -82‑ any such additional Domestic Subsidiary is requested to be an Additional Borrower and is approved as such by executing the Administrative Agent and the Lenders, the Borrowers’ Agent shall cause such Subsidiary to execute and deliver to the Administrative Agent an instrument substantially Additional Borrower Supplement in the form of Exhibit D hereto G‑1 or such other form reasonably acceptable to the Administrative Agent and the Borrowers (herein, an “Designation of BorrowerAdditional Borrower Supplement”) with pursuant to which such changes therein as may Domestic Subsidiary elects to become an Additional Borrower entitled to the benefits of, and be approved bound by the Lender (eachobligations of, a “Joinder Agreement”)Borrower with respect to the Canadian Revolving Credit and the U.S. Revolving Credit, which Additional Borrower Supplement shall be accompanied by (each of the documents and instruments required following to be delivered by the Borrowers pursuant to Section 6.1duly completed and executed, including, without limitation, an opinion of foreign counsel for a Foreign Borrower and in form and substance reasonably acceptable to the Administrative Agent): (i) written supplements to the Collateral Documents pursuant to which such Additional Borrower becomes a party thereto granting the Administrative Agent a Lien on its Property called for hereby, (ii) to the extent requested by any Lender, together new Notes in compliance with an acceptance fee the provisions of $10,000 for each Additional Borrower; provided thatSection 2.11(d), (iii) resolutions of the acceptance fee shall be $5,000 for the first Board of Directors (or similar governing body) of such Additional Borrower approved by authorizing the Lender. Each Joinder Agreement shall become effective upon execution, delivery, and performance of its obligations under the execution Loan Documents to which it is becoming a party to, (iv) good standing certificates (or their equivalent) from the jurisdiction in which Additional Borrower is organized and delivery each jurisdiction in which it is qualified to do business as a foreign organization, and (v) an opinion 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 counsel to the Additional Borrower as may be reasonably requested by covering the Lenderdue organization, existence, and good standing of such Additional Borrower, the Lender shall notify the Advisor whether or not the Lender will be providing its consent to add power and authority of such Additional Borrower as a party hereto; provided, that if to enter into and perform its obligations under the Lender does not provide such notice by such dateLoan Documents, the Lender shall be deemed to have declined absence of any conflicts with its consent to organizational documents, material agreements, and applicable law, the enforceability of the relevant Loan Documents upon such Additional Borrower becoming a party heretoBorrower, and such other matters substantially the same as required in connection with the opinions being delivered on the Restatement Effective Date as the Administrative Agent may reasonably require.