Common use of Foreign Subsidiary Guarantors Clause in Contracts

Foreign Subsidiary Guarantors. In the event that (x) the aggregate book value of the assets held by all of Foreign Subsidiaries of CAL who are not Guarantors (other than a Securitization Entity) exceeds 20% of the book value of the total assets of CAL and its Foreign Subsidiaries (other than a Securitization Entity) or (y) the aggregate revenues of all of Foreign Subsidiaries of CAL who are not Guarantors (other than a Securitization Entity) exceeds 20% of the total revenues of CAL and its Foreign Subsidiaries (other than a Securitization Entity), then CAL shall cause each relevant Foreign Subsidiary (other than a Securitization Entity) required so that the aggregate book value of the assets held by all of the Foreign Subsidiaries of CAL who are not Guarantors (other than a Securitization Entity) or the aggregate revenues of all Foreign Subsidiaries of CAL who are not Guarantors (other than a Securitization Entity), in any case, no longer exceeds the applicable threshold set forth in clause (x) or (y) above, as applicable, as soon as practicable thereafter (but in no event more than fifteen (15) Business Days thereafter without the consent of the Administrative Agent), to execute and deliver to the Administrative Agent an instrument of joinder and accession, in form and substance satisfactory to the Administrative Agent, pursuant to which such Foreign Subsidiary shall join the Guaranty and the applicable Security Documents, and shall accede to all of the rights and obligations of a Guarantor hereunder and thereunder, and, pursuant thereto, shall, inter alia, guaranty the full payment and performance of the Obligations. Further, each Borrower and each such Foreign Subsidiary shall execute and deliver to the Administrative Agent such other documentation as the Administrative Agent may reasonably request in furtherance of the intent of this §8.17, including, without limitation, an updated Schedule 7.19(a), if applicable, documentation with respect to such Foreign Subsidiary of the type required to be supplied by the Borrowers and initial Guarantors as a condition precedent to the initial Revolving Credit Loans made hereunder pursuant to §11 hereof and, to the extent collateral security is granted pursuant to §8.18, favorable opinions of counsel (including local counsel) to such Foreign Subsidiary (which shall cover, among other things, the legality, validity, binding effect and enforceability of the relevant documentation and creation and perfection of liens) and documentation of the type required or reasonably requested to maintain compliance with §§6.1 and 6.2.

Foreign Subsidiary Guarantors. In the event that (x) the aggregate book value of the assets held by all of Foreign Subsidiaries of CAL who are not Guarantors (other than a Securitization Entity) exceeds 20% of the book value of the total assets of CAL and its Foreign Subsidiaries (other than a Securitization Entity) or (y) the aggregate revenues of all of Foreign Subsidiaries of CAL who are not Guarantors (other than a Securitization Entity) exceeds 20% of the total revenues of CAL and its Foreign Subsidiaries (other than a Securitization Entity), then CAL shall cause each relevant The Company may at any time designate any Qualified Foreign Subsidiary (other than as a Securitization Entity) required so that the aggregate book value of the assets held by all of the Foreign Subsidiaries of CAL who are not Guarantors (other than a Securitization Entity) or the aggregate revenues of all Foreign Subsidiaries of CAL who are not Guarantors (other than a Securitization Entity), in any case, no longer exceeds the applicable threshold set forth in clause (x) or (y) above, as applicable, as soon as practicable thereafter (but in no event more than fifteen (15) Business Days thereafter without the consent of the Administrative Agent), to execute and deliver Subsidiary Guarantor upon notice to the Administrative Agent an instrument of joinder and accessionthe Collateral Agent. The parties hereto acknowledge and agree that no Qualified Foreign Subsidiary shall become a Foreign Subsidiary Guarantor, a Subsidiary Guarantor or a Loan Party until the following conditions are satisfied (the “Foreign Collateral and Guarantee Requirement”): (i) the Administrative Agent and/or the Collateral Agent shall have received: (A) a Guarantee and Collateral Agreement Supplement (as defined in the Guarantee and Collateral Agreement) and/or such other Security Documents (in each case, in form and substance satisfactory to the Administrative Agent, pursuant to which such Foreign Subsidiary shall join the Guaranty Agent and the Collateral Agent in their sole discretion) that may be required under applicable Security Documents, and shall accede to all of the rights and obligations of a Guarantor hereunder and thereunder, and, pursuant thereto, shall, inter alia, guaranty the full payment and performance of the Obligations. Further, each Borrower and each such Foreign Subsidiary shall execute and deliver to law or that the Administrative Agent such other documentation as or the Administrative Collateral Agent may reasonably request in furtherance of their sole discretion to provide for the intent of this §8.17, including, without limitation, an updated Schedule 7.19(a), if applicable, documentation with respect to unconditional guarantee by such Foreign Subsidiary of the type obligations of the Loan Parties under the Loan Documents and to grant, preserve, protect and perfect the validity and first priority of the security interest in those assets and properties of such Foreign Subsidiary as the Administrative Agent or the Collateral Agent; and (B) such supporting resolutions, incumbency certificates, opinions of counsel and other documents or information, in form and substance satisfactory to the Administrative Agent and, in the case of opinions of counsel, from counsel satisfactory to the Administrative Agent, as may be required to be supplied by the Borrowers Administrative Agent or the Collateral Agent in their sole discretion; and (ii) the Administrative Agent and/or the Collateral Agent and initial Guarantors the Company shall have effected such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate in the opinion of the Administrative Agent or the Collateral Agent, with the advice of counsel, to effect the addition of such Qualified Foreign Subsidiary as a condition precedent Foreign Subsidiary Guarantor (it being agreed that no such amendment shall require the consent of any Lender); and (iii) if the immediate parent of such Qualified Foreign Subsidiary is a Loan Party, such immediate parent shall have granted a first priority security interest in and delivered to the initial Revolving Collateral Agent certificates reflecting 100% of the Capital Stock of such Qualified Foreign Subsidiary, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of such immediate parent (if such Capital Stock is certificated). When the Administrative Agent and Collateral Agent determine that the Foreign Collateral and Guarantee Requirement with respect to any Qualified Foreign Subsidiary has been satisfied, the Administrative Agent shall send a notice to the Company and the Lenders specifying the effective date upon which such Qualified Foreign Subsidiary shall constitute a Foreign Subsidiary Guarantor, a Subsidiary Guarantor and a Loan Party for purposes of the Credit Loans made hereunder pursuant to §11 hereof and, Agreement and the other Loan Documents. The guarantee obligations and Collateral of any Foreign Subsidiary Guarantor may only be released to the extent collateral security is granted pursuant to §8.18, favorable opinions of counsel (including local counsel) to such Foreign Subsidiary (which shall cover, among other things, the legality, validity, binding effect and enforceability of the relevant documentation and creation and perfection of liens) and documentation of the type required or reasonably requested to maintain compliance with §§6.1 and 6.2permitted under Section 10.16.

Foreign Subsidiary Guarantors. In Notwithstanding anything to the event that (x) contrary in the aggregate book value Credit Agreement or any of the assets held by other Loan Documents, from and after the date hereof all of the wholly-owned direct Foreign Subsidiaries of CAL who are Borrower and AMRESCO de Mexico Equities, S.A. de C.V. (collectively, "Direct Foreign Subsidiaries") shall be Guarantors; provided that any other Foreign Subsidiary, whether or not Guarantors (other than directly owned by Borrower, may be added as a Securitization Entity) exceeds 20% Guarantor at the direction of the book value of the total assets of CAL and its Foreign Subsidiaries (other than a Securitization Entity) or (y) the aggregate revenues of all of Foreign Subsidiaries of CAL who are not Guarantors (other than a Securitization Entity) exceeds 20% of the total revenues of CAL and its Foreign Subsidiaries (other than a Securitization Entity), then CAL shall cause each relevant Foreign Subsidiary (other than a Securitization Entity) required so that the aggregate book value of the assets held by all of the Foreign Subsidiaries of CAL who are not Guarantors (other than a Securitization Entity) or the aggregate revenues of all Foreign Subsidiaries of CAL who are not Guarantors (other than a Securitization Entity), in any case, no longer exceeds the applicable threshold set forth in clause (x) or (y) above, as applicable, as soon as practicable thereafter (but in no event more than fifteen (15) Business Days thereafter without the consent of the Administrative Agent), to execute and deliver to the Administrative Agent an instrument of joinder in its sole and accessionabsolute discretion. In connection therewith, in form and substance satisfactory to the Administrative Agenton or before November 15, pursuant to which such Foreign Subsidiary shall join the Guaranty and the applicable Security Documents, and shall accede to all of the rights and obligations of a Guarantor hereunder and thereunder, and, pursuant thereto, shall, inter alia, guaranty the full payment and performance of the Obligations. Further1999, each Borrower and each such Direct Foreign Subsidiary shall execute a Guaranty Agreement (or a supplement to the existing Guaranty Agreement), a contribution and indemnification agreement, a pledge agreement (or supplement to the existing pledge agreement), any applicable financing statements, and a power of attorney in favor of Borrower, together with all other agreements, instruments, certificates, and other documents requested by Administrative Agent, and shall deliver to the Administrative Agent such all corporate certificates and resolutions, officer's certificates, legal opinions and other documentation as the items reasonably requested by Administrative Agent may reasonably request in furtherance to establish and evidence such guaranty by each of the intent Direct Foreign Subsidiaries and to evidence and assure to the Lenders the proper authorization for and enforceability of this §8.17each such Guaranty Agreement and related documents. Additionally, including, and without limitation, an updated Schedule 7.19(a), if applicable, documentation with respect to such Foreign Subsidiary in any way limiting the provisions of Section 5.1 of the type required Credit Agreement, upon the request of Administrative Agent made any time and from time to time, in Administrative Agent's sole and absolute discretion, Borrower shall cause to be supplied by granted to Administrative Agent, on behalf of the Borrowers and initial Guarantors as Lenders, a condition precedent to the initial Revolving Credit Loans made hereunder pursuant to §11 hereof andfirst priority lien, security interest or "fixed charge" on all assets of any one or more Foreign Subsidiaries except to the extent collateral security is granted that they are precluded from doing so pursuant to §8.18an agreement permitted by Section 8.12, favorable opinions and in connection therewith Borrower shall cause to be delivered to Administrative Agent all agreements, documents, instruments, legal opinions, and certificates of counsel (including local counsel) any kind reasonably requested by Administrative Agent to establish and evidence such Foreign Subsidiary (which shall cover, among other things, security interest and lien and the legality, validity, binding effect authorization and enforceability of the relevant documentation and creation and perfection of liens) and documentation related thereto. Accordingly, Section 2.4 of the type Credit Agreement is hereby amended such that it shall apply for all purposes to Foreign Subsidiaries, and the words "and Foreign Subsidiaries" shall be deleted from the parenthetical in the third printed line thereof, except that the requirements for execution of a Guaranty and related documents of Foreign Subsidiaries that are not Direct Foreign Subsidiaries, and the execution of a Security Agreement and Collateral Assignment by Foreign Subsidiaries shall only apply to the extent required or reasonably requested by Administrative Agent as provided hereinabove. All parties hereto acknowledge and agree that the provisions and covenants of this Paragraph 3 are a material inducement to maintain compliance with §§6.1 the Lenders' agreement to enter into this Modification Agreement, and 6.2that Administrative Agent's execution of this Modification Agreement, and the making of advances under the Credit Agreement, directly benefits the Foreign Subsidiaries.