Common use of Joinder as Borrower or Guarantor Clause in Contracts

Joinder as Borrower or Guarantor. Promptly notify Agent upon any Person becoming a Subsidiary (whether in connection with a Permitted Acquisition, another permitted Investment or otherwise), excluding any Person that is an Immaterial Subsidiary but including any Person that is initially an Immaterial Subsidiary and subsequently ceases to be an Immaterial Subsidiary, and shall, if such Person is not a Foreign Subsidiary, a Foreign Subsidiary Holdco or an Unrestricted Subsidiary and subject to the proviso below, cause it (a) to become a party to this Agreement as a joint and several "Borrower" by executing a joinder agreement in form and substance reasonably satisfactory to Agent, and (b) to execute and deliver such other Collateral Documents, and to take such other actions as Agent shall reasonably require to evidence and perfect a Lien in favor of Agent, for the benefit of Secured Parties, on the assets of such Person of the type constituting Collateral, including delivery of resolutions, organizational documents and legal opinions in form and substance reasonably satisfactory to Agent; provided, that (i) in lieu of the foregoing, Borrowers may elect to cause such Person to execute and deliver a Guaranty and such other documents, instruments and agreements and to take such other actions as Agent shall require to evidence and perfect a Lien in favor of Agent, for the benefit of Secured Parties, on the assets of such Person of the type constituting Collateral, including delivery of such resolutions, organizational documents and legal opinions, in form and substance reasonably satisfactory to Agent and (ii) Obligors shall not be obligated to cause any such Subsidiary which is acquired pursuant to, or created to facilitate, an Acquisition to execute or deliver any such joinder agreement, Guaranty or other documents, instruments or agreements until 30 days (or such longer period as Agent may otherwise agree) after such Subsidiary initially became a Restricted Subsidiary (provided that, for the avoidance of doubt, the Property of such Restricted Subsidiary shall not be potentially eligible for inclusion in the Aggregate Borrowing Base unless and until such a joinder agreement and all such other documents, instruments or agreements and other items required under this Agreement (including, without limitation, the items set forth in Section 9.1.12(b) below) are appropriately executed and/or delivered). Nothing contained herein shall require MLP General Partner to become a Borrower or Guarantor. Furthermore, nothing contained in the Credit Documents shall require any Borrower or Guarantor to pledge as Collateral more than 65% of the total outstanding voting Equity Interests of any Foreign Subsidiary that is a CFC or any Foreign Subsidiary Holdco.

Joinder as Borrower or Guarantor. Promptly notify Agent upon any Person becoming a Subsidiary (whether in connection with a Permitted Acquisition, another permitted Investment or otherwise), excluding any Person that is an Immaterial Subsidiary but including any Person that is initially an Immaterial Subsidiary and subsequently ceases to be an Immaterial Subsidiary, and shalland, if such Person is not a Foreign Subsidiary, a Foreign Subsidiary Holdco or an Unrestricted Subsidiary and subject to the proviso below, cause it (a) to become a party to this Agreement as a joint and several "“Borrower" ” by executing a joinder agreement in form and substance reasonably satisfactory to Agent, and (b) to execute and deliver such other Collateral Documentsdocuments, instruments and agreements and to take such other actions as Agent shall reasonably require to evidence and perfect a Lien in favor of Agent, for the benefit of Secured Parties, on the assets of such Person of the type constituting Collateral, including delivery of such corporate resolutions, organizational documents and legal opinions opinions, in form and substance reasonably satisfactory to Agent, as it shall deem appropriate; provided, that (i) in AMENDED AND RESTATED CREDIT AGREEMENT — Page 84 lieu of the foregoingforegoing at the option of Agent, the Borrowers may elect to shall cause such Person to execute and deliver a Guaranty and such other documents, instruments and agreements and to take such other actions as Agent shall require to evidence and perfect a Lien in favor of Agent, for the benefit of Secured Parties, on the assets of such Person of the type constituting Collateral, including delivery of such corporate resolutions, organizational documents and legal opinions, in form and substance reasonably satisfactory to Agent and (ii) Obligors Agent, as it shall not be obligated to cause any such Subsidiary which is acquired pursuant to, or created to facilitate, an Acquisition to execute or deliver any such joinder agreement, Guaranty or other documents, instruments or agreements until 30 days (or such longer period as Agent may otherwise agree) after such Subsidiary initially became a Restricted Subsidiary (provided that, for the avoidance of doubt, the Property of such Restricted Subsidiary shall not be potentially eligible for inclusion in the Aggregate Borrowing Base unless and until such a joinder agreement and all such other documents, instruments or agreements and other items required under this Agreement (including, without limitation, the items set forth in Section 9.1.12(b) below) are appropriately executed and/or delivered)deem appropriate. Nothing contained herein shall require the MLP General Partner to become a Borrower or Guarantor. Furthermore, nothing contained in the Credit Documents shall require any Borrower or Guarantor to pledge as Collateral more than 65% of the total outstanding voting Equity Interests of any Foreign Subsidiary that is a CFC or any Foreign Subsidiary Holdco.

Joinder as Borrower or Guarantor. Promptly notify Agent upon any Person becoming a Subsidiary (whether in connection with a Permitted Acquisition, another permitted Investment or otherwise), excluding any Person that is an Immaterial Subsidiary but including any Person that is initially an Immaterial Subsidiary and subsequently ceases to be an Immaterial Subsidiary, and shall, if such Person is not a Foreign Subsidiary, a Foreign Subsidiary Holdco or an Unrestricted Subsidiary and subject to the proviso below, cause it (a) to become a party to this Agreement as a joint and several "“Borrower" ” by executing a joinder agreement in form and substance reasonably satisfactory to Agent, and (b) to execute and deliver such other Collateral Documents, and to take such other actions as Agent shall reasonably require to evidence and perfect a Lien in favor of Agent, for the benefit of Secured Parties, on the assets of such Person of the type constituting Collateral, including delivery of resolutions, organizational documents and legal opinions in form and substance reasonably satisfactory to Agent; provided, that (i) in lieu of the foregoing, Borrowers may elect to cause such Person to execute and deliver a Guaranty and such other documents, instruments and agreements and to take such other actions as Agent shall require to evidence and perfect a Lien in favor of Agent, for the benefit of Secured Parties, on the assets of such Person of the type constituting Collateral, including delivery of such resolutions, organizational documents and legal opinions, in form and substance reasonably satisfactory to Agent and (ii) Obligors shall not be obligated to cause any such Subsidiary which is acquired pursuant to, or created to facilitate, an Acquisition to execute or deliver any such joinder agreement, Guaranty or other documents, instruments or agreements until 30 days (or such longer period as Agent may otherwise agree) after such Subsidiary initially became a Restricted Subsidiary (provided that, for the avoidance of doubt, the Property of such Restricted Subsidiary shall not be potentially eligible for inclusion in the Aggregate Borrowing Base unless and until such a joinder agreement and all such other documents, instruments or agreements and other items required under this Agreement (including, without limitation, the items set forth in Section 9.1.12(b) below) are appropriately executed and/or delivered). Nothing contained herein shall require MLP General Partner to become a Borrower or Guarantor. Furthermore, nothing contained in the Credit Documents shall require any Borrower or Guarantor to pledge as Collateral more than 65% of the total outstanding voting Equity Interests of any Foreign Subsidiary that is a CFC or any Foreign Subsidiary Holdco.

Joinder as Borrower or Guarantor. Promptly notify Agent upon any Person becoming a Subsidiary (whether in connection with a Permitted Acquisition, another permitted Investment or otherwise), excluding any Person that is an Immaterial Subsidiary but including any Person that is initially an Immaterial Subsidiary and subsequently ceases to be an Immaterial Subsidiary, and shall, if such Person is not a Foreign Subsidiary, a Foreign Subsidiary Holdco or an Unrestricted Subsidiary and subject to the proviso below, cause it (a) to become a party to this Agreement as a joint and several "Borrower" by executing a joinder agreement in form and substance reasonably satisfactory to Agent, and (b) to execute and deliver such other Collateral Documents, and to take such other actions as Agent shall reasonably require to evidence and perfect a Lien in favor of Agent, for the benefit of Secured Parties, on the assets of such Person of the type constituting Collateral, including delivery of resolutions, organizational documents and legal opinions in form and substance reasonably satisfactory to Agent; provided, that (i) in lieu of the foregoing, Borrowers may elect to cause such Person to execute and deliver a Guaranty and such other documents, instruments and agreements and to take such other actions as Agent shall require to evidence and perfect a Lien in favor of Agent, for the benefit of Secured Parties, on the assets of such Person of the type constituting Collateral, including delivery of such resolutions, organizational documents and legal opinions, in form and substance reasonably satisfactory to Agent and (ii) Obligors shall not be obligated to cause any such Subsidiary which is acquired pursuant to, or created to facilitate, an Acquisition to execute or deliver any such joinder agreement, Guaranty or other documents, instruments or agreements until 30 days (or such longer period as Agent may ​ THIRD AMENDED AND RESTATED CREDIT AGREEMENT – Page 132 ​ AMERICAS/2024146412.5 ​ otherwise agree) after such Subsidiary initially became a Restricted Subsidiary (provided that, for the avoidance of doubt, the Property of such Restricted Subsidiary shall not be potentially eligible for inclusion in the Aggregate Borrowing Base unless and until such a joinder agreement and all such other documents, instruments or agreements and other items required under this Agreement (including, without limitation, the items set forth in Section 9.1.12(b) below) are appropriately executed and/or delivered). Nothing contained herein shall require MLP General Partner to become a Borrower or Guarantor. Furthermore, nothing contained in the Credit Documents shall require any Borrower or Guarantor to pledge as Collateral more than 65% of the total outstanding voting Equity Interests of any Foreign Subsidiary that is a CFC or any Foreign Subsidiary Holdco.

Joinder as Borrower or Guarantor. Promptly notify Agent upon any Person becoming a Subsidiary (whether in connection with a Permitted Acquisition, another permitted Investment or otherwise), excluding any Person that is an Immaterial Subsidiary but including any Person that is initially an Immaterial Subsidiary and subsequently ceases to be an Immaterial Subsidiary, and shalland, if such Person is not a Foreign Subsidiary, a Foreign Subsidiary Holdco or an Unrestricted Subsidiary and subject to the proviso below, cause it (a) to become a party to this Agreement as a joint and several "“Borrower" ” by executing a joinder agreement in form and substance reasonably satisfactory to Agent, and (b) to execute and deliver such other Collateral Documents, and to take such other actions as Agent shall reasonably require to evidence and perfect a Lien in favor of Agent, for the benefit of Secured Parties, on the assets of such Person of the type constituting Collateral, including delivery of resolutions, organizational documents and legal opinions in form and substance reasonably satisfactory to Agent; provided, that (i) in lieu of the foregoing, Borrowers may elect to cause such Person to execute and deliver a Guaranty and such other documents, instruments and agreements and to take such other actions as Agent shall require to evidence and perfect a Lien in favor of Agent, for the benefit of Secured Parties, on the assets of such Person of the type constituting Collateral, including delivery of such resolutions, organizational documents and legal opinions, in form and substance reasonably satisfactory to Agent and (ii) Obligors shall not be obligated to cause any such Subsidiary which is acquired pursuant to, or created to facilitate, an Acquisition to execute or deliver any such joinder agreement, Guaranty or other documents, instruments or agreements until 30 days (or such longer period as Agent may otherwise agree) after such Subsidiary initially became a Restricted Subsidiary (provided that, for the avoidance of doubt, the Property of such Restricted Subsidiary shall not be potentially eligible for inclusion in the Aggregate Borrowing Base unless and until such a joinder agreement and all such other documents, instruments or agreements and other items required under this Agreement (including, without limitation, the items set forth in Section 9.1.12(b) below) are appropriately executed and/or delivered). Nothing contained herein shall require MLP General Partner to become a Borrower or Guarantor. Furthermore, nothing contained in the Credit Documents shall require any Borrower or Guarantor to pledge as Collateral more than 65% of the total outstanding voting Equity Interests of any Foreign Subsidiary that is a CFC or any Foreign Subsidiary Holdco.