Joinder of Additional Borrowers. (a) Cause each Subsidiary that is not already a Borrower and that owns any Real Property which the Borrowers wish to treat as a Borrowing Base Property to deliver to the Administrative Agent prior to such Real Property being included in the calculation of the Borrowing Base and treated as a Borrowing Base Property for purposes of the financial covenants contained herein: (i) a Joinder Agreement executed by such Subsidiary, (ii) the items that would have been delivered under Sections 4.01(a)(v), (vi), (vii), (viii) and (x) if such Subsidiary had been a Borrower on the Closing Date and the applicable Real Property were a Borrowing Base Property as of such date and (iii) all documentation and other information that the Administrative Agent or any Lender requests in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations (provided, that the documentation and information required pursuant to this subclause (iii) shall be provided at least five (5) days prior to the date on which any Real Property owned by the applicable Subsidiary is treated as a Borrowing Base Property);
(b) cause each Borrowing Base Entity to, at all times, be (i) a wholly-owned Domestic Subsidiary (whether direct or indirect) of the Principal Borrower and (ii) a Borrower hereunder; provided, upon the addition of any Borrower pursuant to the terms and conditions set forth above, Schedule 5.13(b) attached hereto shall be deemed amended to reflect the addition of such Borrower.
Joinder of Additional Borrowers. Any Subsidiary of Pubco Guarantor (a) owning or leasing any Eligible Floor Plan Units shall be required to be a Borrower hereunder with respect to the applicable Class and (b) that is a Subsidiary and is not a Borrower in respect of any Class under this Agreement may, but shall not be required to (except as provided in clause (a) above), in its sole discretion from time to time become a Borrower hereunder with respect to a particular Class, in the case of each of clause (a) and (b), by executing and delivering to the Administrative Agent a Joinder Agreement (together with all schedules thereto); provided that such Joinder Agreement shall specify the applicable facility under which such Subsidiary shall join this Agreement as a Borrower. Any Person that executes and delivers a Joinder Agreement shall deliver to the Administrative Agent such items as are required pursuant to Sections 4.01.1(d) and 4.01.1(k) (which such items shall be in form and substance reasonably acceptable to the Administrative Agent). Such Subsidiary shall thereafter have all of the rights, benefits and obligations of a Borrower party to this Agreement with respect to such Class
Joinder of Additional Borrowers. Any wholly owned Subsidiary may be joined as a Borrower hereunder after the Effective Date if:
(a) IHS provides prior notice thereof to the Administrative Agent and the Lenders thereof;
(b) The addition of such Subsidiary as a Borrower hereunder will not: (i) result in any adverse events occurring under Sections 2.14 or 2.22, (ii) result in any additional amounts being payable under Sections 2.15 or 2.17 or any other additional amounts, or (iii) result in any other adverse legal or tax impact on the Administrative Agent or any Lender;
(c) Such Subsidiary executes and delivers to the Administrative Agent a Borrower Joinder Agreement and all documentation as the Administrative Agent may require to evidence the authority of such Subsidiary to execute, deliver and perform such Borrower Joinder Agreement and the other Loan Documents to which it is a party and to evidence the existence and good standing of such Subsidiary;
(d) Such Subsidiary delivers to the Administrative Agent a favorable written opinion (addressed to the Administrative Agent and the Lenders and dated the date of the Borrower Joinder Agreement) of counsel licensed to practice law in the jurisdiction of organization of such Subsidiary covering the matters set forth in Sections 3.01, 3.02, 3.03(a), 3.03(b), 3.18 and 3.19 of this Agreement and such other matters relating to such Subsidiary, the Loan Documents or the Transactions as the Required Lenders shall reasonably request (The Borrowers hereby requests such counsel to deliver such opinion); and
(e) The Administrative Agent otherwise approves the addition of such Subsidiary as a Borrower hereunder. 007751-0138-14324-Active.18437309 #86412664v10
Joinder of Additional Borrowers. Any Additional Borrower which is required to join this Agreement as an Additional Borrower pursuant to Section 6.2.1 (Subsidiaries) shall execute and deliver to the Lender (i) an Additional Borrower Joinder Supplement in substantially the form attached hereto as EXHIBIT A pursuant to which it shall --------- join as a Borrower each of the documents to which the Borrowers are parties and (ii) all documents necessary to grant and perfect a first lien security interest to the Lender in all Collateral held by such Additional Borrower, subject only to Permitted Liens. The Company shall at its expense deliver such Additional Borrower Joinder Supplement, and related documents, including, without limitation, Uniform Commercial Code financing statements, lien searches, and resolutions, to the Lender within fifteen (15) days after the date of the filing of such Additional Borrower's articles of incorporation if the Additional Borrower is a corporation, the date of the filing of its certificate of limited partnership if it is a limited partnership or the date of its organization if it is an entity other than a limited partnership or corporation.
Joinder of Additional Borrowers. In accordance with Section 7.17 of the Credit Agreement, each of Additional Borrower shall become a Borrower under the Credit Agreement and a Grantor under the Security Agreement, in each case as of the Effective Date. In connection with said joinder, the Borrowers shall cause to be delivered to the Agent and the Lenders (i) a new SCHEDULE I to the Credit Agreement reflecting the addition of the Additional Borrowers, (ii) supplements to SCHEDULE I to the Security Agreement providing the information required thereby for each Additional Borrower, and (iii) any supplements, modifications or amendments to ANNEX I to the Credit Agreement as may be required to provide any and all necessary disclosure pertaining to the Additional Borrower so as to make said disclosure true and complete as to all of the Borrowers after giving effect to the joinder of the Additional Borrowers to the Credit Agreement.
Joinder of Additional Borrowers. Weston has created two new subsidiaries, Weston of New Jersey, Inc. and Weston Interactive, Inc. ("New Subsidiaries"). Pursuant to Section 5.22 of the Credit Agreement, each of the New Subsidiaries hereby joins in and becomes a Borrower under the
Joinder of Additional Borrowers. Any Subsidiary of GPB Prime that is not a Borrower under this Agreement may, but shall not be required to, in its sole discretion from time to time execute and deliver to the Administrative Agent a Joinder Agreement (together with all schedules thereto) to become a Borrower under this Agreement; provided that such Joinder Agreement shall specify (a) whether such Subsidiary shall join this Agreement as a Floor Plan Borrower and (b) whether such Subsidiary shall join this Agreement as a [*****] Borrower or as a Non-[*****] Borrower. Such Subsidiary shall thereafter have all of the rights, benefits and obligations of a [*****] Borrower or Non- [*****] Borrower, as applicable, party to this Agreement.
Joinder of Additional Borrowers. As of the Amendment Effective Date, by execution of this Amendment, each of the Additional Borrowers hereby agrees that (a) it is hereinafter a Borrower under the Credit Agreement and the other Loan Documents as if a signatory thereto on the Effective Date and (b) it shall comply with, be subject to, and have the benefit of, all of the terms, conditions, covenants, agreements and obligations of a Borrower set forth in the Credit Agreement and the other Loan Documents.
Joinder of Additional Borrowers. BVI may add additional Borrowers at any time with the consent of the Administrative Agent. Each such additional Borrower shall be required to become a party to this Agreement by entering into a Joinder Agreement. Upon BVI's addition of other Borrowers, Borrowers and the Administrative Agent will negotiate in good faith for a decrease in the Applicable Base Rate Margin and the Applicable Eurodollar Rate Margin based upon the creditworthiness of such additional Borrowers.
Joinder of Additional Borrowers. Each Additional Borrower is hereby made a Borrower under the Credit Agreement, and in furtherance thereof:
a. Each Additional Borrower hereby expressly agrees that it shall be bound by all terms and conditions of the Credit Agreement and shall be liable, jointly and severally with the Existing Borrowers, for all indebtedness and obligations thereunder and under the Note and the other Loan Documents.
b. Each Additional Borrower hereby expressly agrees that it shall be bound by all terms and conditions of the Security Agreement, the Intellectual Property Security Agreement, the Pledge Agreement, the Master L/C Agreement, the Electronic L/C Agreement and all other Loan Documents. Each Additional Borrower hereby grants to Bank a security interest in all the Collateral and any part thereof as security for the payment of all Liabilities and Obligations (as such terms are defined in the Security Agreement and the Pledge Agreement respectively) and a security interest in all the Intellectual Property Collateral and any part thereof as security for the payment of all Debtor=s Obligations (as such terms are defined in the Intellectual Property Security Agreement).
x. xXXxX*s hereby expressly agrees to be bound by all the terms and conditions of the Pledge Agreement with respect to each Additional Borrower and pledges to Bank a security interest in all shares of capital stock and/or other securities of each Additional Borrower in accordance with and under the terms of the Pledge Agreement. Schedule A to the Pledge Agreement is hereby amended and restated in its entirety as set forth on Exhibit B to this Amendment No.
