Common use of Joinder of Additional Borrowers Clause in Contracts

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. 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) Cause each Subsidiary that is not already a if such entity engages in the sale or leasing of Floor Plan Vehicles or Units, the Borrower and that Representative may (or at the election of the Required Lenders, shall) designate such entity as an additional or (b) if such entity owns any Real or acquires Property which is used in the Borrowers wish to treat conduct of the business of the Borrowers, the Borrower Representative may designate such entity as a Borrowing Base Property to an additional Borrower (in each case, an “Additional Borrower”), and in each case such Additional Borrower shall execute and 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 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 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 in such capacity pursuant to this Agreement and the applicable Real Property were other Credit Documents to which it has become a Borrowing Base Property as party. For the avoidance of doubt, any such date Additional Borrower described in clauses “(a)” or “(b)” above (and (iiiany Subsidiary that becomes a Guarantor in accordance with Section 5.15) shall provide all documentation and other information that the Administrative Agent or any Lender requests in order to comply with its ongoing obligations required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations (providedregulations, that including the documentation 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 information required pursuant 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 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.Section

Joinder of Additional Borrowers. (a) Cause each On or after the Closing Date, Borrower Agent may designate any Domestic Subsidiary that is not already as an additional borrower (an "Additional Borrower"), by delivery to the Administrative Agent of an Additional Borrower Agreement executed by such Additional Borrower and Borrower Agent, and upon such delivery such Additional Borrower shall for all purposes of this Agreement be a party to and a Borrower under this Agreement, jointly and severally liable with the other Borrowers and Guarantors for the Obligations under this Agreement. Such Subsidiary shall be subject to compliance with the provisions of Section 5.11 hereof. (b) Upon the execution by Basic and delivery to the Administrative Agent of an Additional Borrower Termination Agreement with respect to any Additional Borrower, such Additional Borrower shall cease to be a Borrower; provided that owns no Additional Borrower Termination Agreement will become effective as to such Additional Borrower (other than to terminate its right to make further Borrowings under this Agreement) at a time when any Real Property which principal of or interest on any Loan to such Additional Borrower shall be outstanding hereunder, unless the Borrowers wish obligations of such Additional Borrower in respect of such Loan shall have been assumed by another Borrower. In the event any such Additional Borrower shall cease to treat as be a Borrowing Base Property to Subsidiary, Borrower Agent will promptly execute and deliver to the Administrative Agent prior an Additional Borrower Termination Agreement terminating such Subsidiary's status as a Borrower, subject to such Real Property being included in the calculation proviso 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 Borrowerimmediately preceding sentence.

Joinder of Additional Borrowers. Any Person who is required to become a Borrower hereunder, pursuant to Section 6.1(b), must (a) Cause each Subsidiary that is not already become a party to this Agreement, (b) assume all of the Obligations as 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) be bound by all documentation the terms, conditions, representations and warranties under the Loan Documents. Without limiting the foregoing, such Person promises to be jointly and severally liable along with the other information that Borrowers for the Administrative repayment of the Obligations. Further, such Person shall provide the following to Agent, each in form and substance satisfactory to 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 sole discretion: (provided, that a) a joinder agreement in substantially the documentation and information required pursuant to this subclause form of Exhibit 1.14 (iiia) 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"Joinder Agreement"); (b) cause each Borrowing Base Entity toupdated Schedules to this Agreement and the Perfection Certificate; (c) a Power of Attorney (as defined in the Security Agreement executed by Borrowers in favor of Agent, at for the benefit of Agent and Lenders) executed by such Person; (d) an amendment to the Holdings Pledge Agreement, pledging 100% of the outstanding Stock of such Person to Agent, on behalf of Agent and Lenders, to secure the Obligations, accompanied by share certificates representing all timesof the outstanding Stock being pledged pursuant to such amendment and stock powers for such share certificates executed in blank; (e) evidence that Agent (for the benefit of itself and Lenders) has a valid and perfected first-priority security interest in the Collateral attributable to such Person, be including (i) a wholly-owned Domestic Subsidiary such documents duly executed by such Person (whether direct or indirectincluding financing statements under the Code and other applicable documents under the laws of any jurisdiction with respect to the perfection of Liens) of as Agent may request in order to perfect its security interest in the Principal Borrower Collateral attributable to such Person and (ii) copies of Code search reports listing all effective financing statements that name such Person as debtor, together with copies of such financing statements, none of which shall cover the Collateral, except for those relating to the Prior Lender Obligations (which shall be terminated on the date such Person becomes a Borrower); (f) such Person's (i) charter or similar document and all amendments thereto, (ii) good standing certificate (including verification of tax status) in its state of organization and (iii) good standing certificates (including verification of tax status) and certificates of qualification to conduct business in each jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, each dated a recent date prior to the date such Person becomes a Borrower hereunder; providedand certified by the applicable Secretary of State or other authorized Governmental Authority; (g) such Person's bylaws, upon the addition of any Borrower pursuant to the terms operating agreement or similar document, together with all amendments thereto and conditions set forth above, Schedule 5.13(b) attached hereto shall be deemed amended to reflect the addition resolutions of such BorrowerPerson's Board of Directors or other governing body, approving and authorizing the execution, delivery and performance of the Loan Documents to which Person is a party, the Related Transactions, and the assumption of the Obligations, each certified as of the date such Person becomes a Borrower by such Person's corporate secretary or an assistant secretary as being in full force and effect without any modification or amendment; (h) signature and incumbency certificates of the officers of such Person executing any of the Loan Documents, certified as being true, accurate, correct and complete as of the date such Person becomes a Borrower by such Person's corporate secretary, an assistant secretary or another officer of such Person who did not execute any of the other Loan Documents; (i) evidence that such Person is Solvent; and (j) such other certificates, documents, opinions, agreements and information as Agent or any Lender may reasonably request.

Joinder of Additional Borrowers. (a) Cause each Subsidiary that Any Person who is not already a Borrower hereunder at the Closing Date, and that owns any Real Property which the Borrowers wish is required to treat as become 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: Borrower hereunder, must (i) become a Joinder Agreement executed by such Subsidiaryparty to this Agreement, (ii) assume all of the items that would have been delivered Obligations hereunder and 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 other Loan Documents and (iii) be bound by all documentation the terms, conditions, representations and warranties hereunder and under the other information that Loan Documents. Without limiting the Administrative foregoing, such additional Borrower promises to be jointly and severally liable along with the other Borrowers for the repayment of the Obligations including the entire principal amount of the Revolving Loan and the Term Loan when due under this Agreement. Further, such additional Borrower shall, provide the following to Agent, each in form and substance satisfactory to 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 sole discretion: (provided, that a) A Joinder Agreement in the documentation and information required pursuant to this subclause (iii) shall be provided at least five (5) days prior to the date form set forth on which any Real Property owned by the applicable Subsidiary is treated as a Borrowing Base Property)EXHIBIT 1.18; (b) cause each Borrowing Base Entity toUpdated Schedules to this Agreement and the Security Agreement; (c) A Pledge Agreement pursuant to which such Borrower pledges 100% of the outstanding Stock of its US Subsidiaries and 65% of the Stock of its Subsidiaries which are Foreign Subsidiaries to Agent to secure the Obligations, at in form and content acceptable to Agent, accompanied by share certificates representing all timesof the outstanding Stock being pledged pursuant to such Pledge Agreement and stock powers for such share certificates executed in blank; (d) Copies of the articles of incorporations, be or otherwise applicable organizational documents, of such additional Borrower; (ie) a wholly-owned Domestic Subsidiary Good Standing certificates, domestic and foreign (whether direct or indirectif applicable) of such additional Borrower; (f) Certificates of the Principal Secretary of such additional Borrower setting forth (1) the names and true signatures of the authorized officers of such additional Borrower, (2) the by-laws or otherwise applicable governing documents of such additional Borrower, (3) resolutions of such additional Borrower approving the transaction and the assumption of the Obligations, and (ii4) a Borrower hereunder; provided, upon that the addition of any Borrower pursuant to the terms representations and conditions warranties set forth abovein SECTION 3 hereof and the other Loan Documents are true and correct; and (g) Such other certificates, Schedule 5.13(b) attached hereto shall be deemed amended to reflect the addition of such Borrowerdocuments, opinions, agreements and information as Agent or any Lender may reasonably request.

Joinder of Additional Borrowers. Any wholly owned Subsidiary may be joined as a Revolving Borrower or as a borrower of Incremental Term Loans hereunder after the Effective Date if: (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 MGHL provides prior notice thereof to the Administrative Agent prior to and the Lenders thereof; (b) The addition of such Real Property being included in the calculation of the Borrowing Base and treated Subsidiary as a Borrowing Base Property for purposes of the financial covenants contained hereinBorrower hereunder will not: (i) a Joinder Agreement executed by such Subsidiaryresult in any adverse events occurring under Sections 2.14 or 2.22, (ii) the items that would have been delivered result in any additional amounts being payable under Sections 4.01(a)(v)2.15 or 2.17 or any other additional amounts, (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 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); (e) The Administrative Agent shall have received all documentation and other information that reasonably necessary to enable the Administrative Agent and the Lenders to identify such Subsidiary to the extent required for compliance with the Patriot Act or any Lender requests in order to comply with its ongoing obligations under applicable other “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);regulations; and (bf) 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 Administrative Agent otherwise approves the addition of such Subsidiary as a Borrower hereunder. Upon satisfaction of the requirements set forth in paragraphs (a) through (e) above, the Administrative Agent shall promptly notify MGHL and the Lenders and thereafter the applicable Subsidiary shall be a Revolving Borrower (and a “Non-US Revolving Borrower”, “Canadian Borrower” or “US Revolving Borrower” as applicable) under the terms of this Agreement and the other applicable Loan Documents, including the applicable Guaranty Agreement.

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) Cause each Subsidiary that is not already a if such entity engages in the sale or leasing of Floor Plan Vehicles or Units, the Borrower and that Representative may (or at the election of the Required Lenders, shall) designate such entity as an additional or (b) if such entity owns any Real or acquires Property which is used in the Borrowers wish to treat conduct of the business of the Borrowers, the Borrower Representative may designate such entity as a Borrowing Base Property to an additional Borrower (in each case, an “Additional Borrower”), and in each case such Additional Borrower shall execute and 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 hereto. Thereafter, such SubsidiaryAdditional Borrower shall be a Borrower, (ii) as applicable, for all purposes of this Agreement, shall have all of the items that would have been delivered under Sections 4.01(a)(v)rights, (vi)benefits, (vii)duties, (viii) and (x) if such Subsidiary had been obligations of a Borrower on the Closing Date and the applicable Real Property were a Borrowing Base Property Borrower, 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 (providedapplicable, that the documentation and information required pursuant party to this subclause Agreement, enter into, execute, and deliver all Credit Documents (iiior counterparts or allonges thereto) shall be provided at least five (5) days prior to as are required of a Borrower, as 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 timescase may be, be (i) a wholly-owned Domestic Subsidiary (whether direct or indirect) subject to all of the Principal Borrower and (ii) a Borrower hereunder; provided, upon the addition of any Borrower pursuant to the terms and conditions set forth aboveherein and therein, Schedule 5.13(b) attached hereto shall be deemed amended and from time to reflect time provide all information and documents as are required by a Borrower in such capacity pursuant to this Agreement and the addition other Credit Documents to which it has become a party. For the avoidance of doubt, any such Borrower.Additional Borrower described in clauses “(a)” or “