Joinder of Additional Borrowers. With respect to any Domestic Subsidiary of any Loan Party which is formed or acquired after the Closing Date, in addition to the execution and delivery of all documents (including but not limited to Security Documents), granting of security interests and other Liens, and satisfaction of all conditions set forth in Sections 5.15.1 and 5.15.2 above, (a) if such entity engages in the sale or leasing of Floor Plan Vehicles or Units, the Borrower Representative may (or at the election of the Required Lenders, shall) designate such entity as an additional or (b) if such entity owns or acquires Property which is used in the conduct of the business of the Borrowers, the Borrower Representative may designate such entity as an additional Borrower (in each case, an “Additional Borrower”), and in each case such Additional Borrower shall execute and deliver to the Administrative Agent a Joinder Agreement hereto. Thereafter, such Additional Borrower shall be a Borrower, as applicable, for all purposes of this Agreement, shall have all of the rights, benefits, duties, and obligations of a Borrower, as applicable, party to this Agreement, enter into, execute, and deliver all Credit Documents (or counterparts or allonges thereto) as are required of a Borrower, as the case may be, be subject to all of the terms and conditions set forth herein and therein, and from time to time provide all information and documents as are required by a Borrower in such capacity pursuant to this Agreement and the other Credit Documents to which it has become a party. For the avoidance of doubt, any such Additional Borrower described in clauses “(a)” or “(b)” above (and any Subsidiary that becomes a Guarantor in accordance with Section 5.15) shall provide all documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act, as reasonably requested by Administrative Agent or any Lender. The Lenders hereby authorize the Administrative Agent to accept such Credit Documents from Additional Borrowers and any Borrowers or Guarantors in connection there with, and to execute and deliver such Credit Documents as may be reasonably necessary from time to time to effectuate the joinder transactions contemplated under this Section
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) any additional amounts being payable under Sections 2.15 or 2.17, 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.
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. Subsequent to the Closing Date, additional wholly-owned Subsidiaries of MTLM constituting permitted Investments pursuant to SECTION 8.8 may become joined as Borrowers hereunder and under certain of the other Credit Documents by executing and delivering to the Agent (i) a joinder agreement in form and substance satisfactory to the Agent and (ii) such other agreements, documents and instruments as the Agent shall reasonably deem necessary or desirable in connection therewith.
Joinder of Additional Borrowers. Section 5.17 of the Credit Agreement is hereby amended to replace the phrase “in its sole discretion” with the phrase “in its discretion, but subject to approval by the Administrative Agent,”.
Joinder of Additional Borrowers. Any Additional Borrower which is required to join this Agreement as an Additional Borrower pursuant to Section 5.2.1 shall execute and deliver to the Lender an Additional Borrower Joinder Supplement in substantially the form attached hereto as EXHIBIT G pursuant to which it shall join as a Borrower each of the documents to which the Borrowers are parties. The Company shall at its expense deliver such Additional Borrower Joinder Supplement, and related documents, including, without limitation, lien searches, and resolutions, to the Lender within thirty (30) 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. 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.
