Common use of New Guarantors Clause in Contracts

New Guarantors. ‌ 17.4.1 If any person which is not an Obligor becomes an Obligor in accordance with Clause 17.3 (New Obligors) the Obligors will procure that the person concerned will either: (a) become a New Facility Guarantor by delivering to the Lender a Facility Guarantor Accession Letter, duly executed by that person; or (b) if required by the Lender, enter into a Standalone Facility Guarantee in form and substance satisfactory to the Lender. 17.4.2 The Lender may accept the accession of a New Facility Guarantor in its sole discretion by executing a Facility Guarantor Accession Letter or Standalone Facility Guarantee provided that: (a) at the same time as that Facility Guarantor Accession Letter or Standalone Facility Guarantee is delivered to the Lender, there are also delivered to the Lender: (i) a copy of any Authorisation or other documents, opinion or assurance which the Xxxxxx considers to be necessary or desirable (acting reasonably); and (ii) to the extent not provided pursuant to Clause 17.3.2(a)(ii) (New Obligors) should such New Facility Guarantor also be acceding as a New Obligor at the same time, all those items listed in Part 3 of Schedule 7 (Conditions Precedent), in respect of and as applicable to the relevant person seeking to become a New Facility Guarantor and in each case to the extent not already delivered to the Lender and in form and substance satisfactory to the Lender; and (b) no Default has occurred and is continuing or would occur upon that person acceding as a party to this Agreement. 17.4.3 Each Party (other than the Lender, the Borrower and the person concerned) irrevocably authorises the Borrower to execute any duly completed Facility Guarantor Accession Letter or Standalone Facility Guarantee on its behalf (as applicable) unless the Lender requires such Party to execute such Facility Guarantor Accession Letter or Standalone Facility Guarantee itself. 17.4.4 A Facility Guarantor Accession Letter will take effect on its date of execution by the Lender or, if later, the date specified in that Facility Guarantor Accession Letter. 17.4.5 The execution of a Facility Guarantor Accession Letter by the person concerned constitutes confirmation by it that it is a New Facility Guarantor under this Agreement.

New Guarantors. ‌ 17.4.1 If any person which is not an Obligor becomes an Obligor in accordance with Clause 17.3 (New Obligors) Upon the Obligors will procure that the person concerned will either: (a) become a New Facility Guarantor by delivering to the Lender a Facility Guarantor Accession Letter, duly executed by that person; or (b) if required by the Lender, enter into a Standalone Facility Guarantee in form and substance satisfactory to the Lender. 17.4.2 The Lender may accept the accession occurrence of a New Facility Guarantor Guaranty Event, the Borrower shall, as soon as practicable but in its sole discretion by executing a Facility Guarantor Accession Letter or Standalone Facility Guarantee provided that: any event within fifteen (a15) at the same time as that Facility Guarantor Accession Letter or Standalone Facility Guarantee is Business Days of such event, cause to be delivered to the Lender, there are also delivered to Agent by each Required New Guarantor for the Lenderbenefit of the Lenders each of the following: (i) a copy Guaranty substantially in the form attached hereto as Exhibit J duly executed by such Required New Guarantor; (ii) a Subsidiary Security Agreement in the form attached hereto as Exhibit K duly executed by such Required New Guarantor; (iii) an opinion of any Authorisation or other counsel to the Required New Guarantor dated as of the date of delivery of the Guaranty provided in the foregoing clause (i) and addressed to the Agent and the Lenders, substantially in the form of the opinion of special counsel for the Borrower and the Guarantors delivered on the Closing Date (the "Initial Opinion") with respect to paragraphs (b), (g), (k) and (n) thereof regarding the organization, good standing and foreign qualification of such Required New Guarantor, the authorization of such Required New Guarantor to execute, deliver and perform its obligations under the Guaranty and the Subsidiary Security Agreement, the due execution and delivery of the Guaranty and the Subsidiary Security Agreement on behalf of such Required New Guarantor as valid and binding obligations of such Required New Guarantor, enforceable against such Required New Guarantor in accordance with their respective terms (subject to the exceptions set forth in paragraph (k) of the Initial Opinion), and the creation and perfection of a security interest in the collateral described in the Subsidiary Security Agreement (subject to the exceptions set forth in paragraph (n) of the Initial Opinion); (iv) current copies of the charter documents, opinion including partnership agreements and certificate of limited partnership, if applicable, and bylaws of such Required New Guarantor, minutes of duly called and conducted meetings (or assurance duly effected consent actions) of the Board of Directors, partners, or appropriate committees thereof (and, if required by such charter documents, by-laws or by applicable laws, of the shareholders or partners) of such Required New Guarantor authorizing the actions and the execution and delivery of documents described in clauses (i) and (ii) of this Section 8.22 and evidence satisfactory to the Agent (confirmation of the receipt of which will be provided by the Xxxxxx considers Agent to the Lenders) that such Required New Guarantor is Solvent as of such date and after giving effect to the Guaranty and applicable Subsidiary Security Agreement; (v) such duly executed Uniform Commercial Code financing statements and other documents and instruments, each in form and content acceptable to the Agent, as shall be necessary or desirable (acting reasonably)to perfect the Liens created under the applicable Subsidiary Security Agreement to the extent contemplated hereunder; and (iivi) to the extent not provided pursuant to Clause 17.3.2(a)(iiSubsidiary Stock (described in the definition of "Security Documents" in Article I hereof) (evidencing ownership of such Required New Obligors) should such New Facility Guarantor also be acceding as a New Obligor at the same timeGuarantor, all those items listed together with duly executed stock powers in Part 3 of Schedule 7 (Conditions Precedent), in respect of and as applicable to the relevant person seeking to become a New Facility Guarantor and in each case to the extent not already delivered to the Lender and in form and substance satisfactory to the Lender; and (b) no Default has occurred and is continuing or would occur upon that person acceding as a party to this Agreementblank affixed thereto. 17.4.3 Each Party (other than the Lender, the Borrower and the person concerned) irrevocably authorises the Borrower to execute any duly completed Facility Guarantor Accession Letter or Standalone Facility Guarantee on its behalf (as applicable) unless the Lender requires such Party to execute such Facility Guarantor Accession Letter or Standalone Facility Guarantee itself. 17.4.4 A Facility Guarantor Accession Letter will take effect on its date of execution by the Lender or, if later, the date specified in that Facility Guarantor Accession Letter. 17.4.5 The execution of a Facility Guarantor Accession Letter by the person concerned constitutes confirmation by it that it is a New Facility Guarantor under this Agreement.

New Guarantors. ‌ 17.4.1 If Simultaneously with the acquisition or creation of any person which is not an Obligor becomes an Obligor in accordance with Clause 17.3 (New Obligors) the Obligors will procure that the person concerned will either: (a) become a New Facility Guarantor by delivering Guarantor, cause to the Lender a Facility Guarantor Accession Letter, duly executed by that person; or (b) if required by the Lender, enter into a Standalone Facility Guarantee in form and substance satisfactory to the Lender. 17.4.2 The Lender may accept the accession of a New Facility Guarantor in its sole discretion by executing a Facility Guarantor Accession Letter or Standalone Facility Guarantee provided that: (a) at the same time as that Facility Guarantor Accession Letter or Standalone Facility Guarantee is be delivered to the Lender, there are also delivered to Agent for the Lenderbenefit of the Lenders each of the following: (i) a copy Facility Guaranty executed by such Guarantor substantially in the form of Exhibit I; (ii) a Security Agreement of such Guarantor substantially in the form of Exhibit J, together with such Uniform Commercial Code financing statements on Form UCC-1 or otherwise duly executed by such Guarantor as "Debtor" and naming the Agent for the benefit of the Lenders as "Secured Party", in form, substance and number sufficient in the reasonable opinion of the Agent and its special counsel to be filed in all Uniform Commercial Code filing offices in all jurisdictions in which filing is necessary or advisable to perfect in favor of the Agent for the benefit of the Lenders the Lien on Collateral conferred under such Security Instrument to the extent such Lien may be perfected by Uniform Commercial Code filing; (iii) if such Guarantor is a corporation or is a partnership that has issued certificates evidencing ownership of Partnership Interests, (A) the Pledged Stock or, if applicable, certificates of ownership of such Partnership Interests, together with duly executed stock powers or powers of assignment in blank affixed thereto, and (B) if such Collateral shall be owned by a Guarantor who has not then executed and delivered to the Agent a Security Instrument from the owner of such Collateral granting a Lien to the Agent in such Collateral, a Security Agreement or a Pledge Agreement (as appropriate) substantially similar in form and content to that executed and delivered by the Borrower as of the Closing Date, with appropriate revisions as to the identity of the pledgor and securing the obligations of such pledgor under its Facility Guaranty; (iv) if such Guarantor is a partnership not described in clause (iii) immediately above, (A) the certificate of the Registrar of such partnership with respect to the registration of the Lien on Partnership Interests, which certificate shall be in the form of Exhibit K and (B) if such Collateral shall be owned by a Guarantor who has not then executed and delivered to the Agent a Security Instrument from the owner of such Collateral granting a Lien to the Agent in such Collateral, a Pledge Agreement substantially similar in form and content to that executed and delivered by the Borrower as of the Closing Date, with appropriate revisions as to the identity of the pledgor and securing the obligations of such pledgor under its Facility Guaranty; (v) a supplement to the appropriate schedule attached to the appropriate Security Instruments listing the additional Collateral, certified as true, correct and complete by the Authorized Representative (provided that the failure to deliver such supplement shall not impair the rights conferred under the Security Instruments in after acquired Collateral); (vi) if the Guarantor is a Material Subsidiary or a Material Partnership, an opinion of counsel to the Guarantor dated as of the date of delivery of the Facility Guaranty and other Loan Documents provided for in this Section 8.20 and addressed to the Agent and the Lenders, in form and substance reasonably acceptable to the Agent (which opinion may include assumptions and qualifications of similar effect to those contained in the opinions of counsel delivered pursuant to Section 6.1(a)(ii)), to the effect that: (A) such Guarantor is duly organized, validly existing and in good standing in the jurisdiction of its formation, has the requisite power and authority to own its properties and conduct its business as then owned and then conducted and proposed to be conducted, and is duly qualified to transact business and is in good standing as a foreign corporation or partnership in each other jurisdiction in which the character of the properties owned or leased, or the business carried on by it, requires such qualification and the failure to be so qualified would reasonably be likely to result in a Material Adverse Effect; (B) the execution, delivery and performance of the Facility Guaranty and other Loan Documents described in this Section 8.20 to which such Guarantor is a signatory have been duly authorized by all requisite corporate or partnership action (including any required shareholder or partner approval), each of such agreements has been duly executed and delivered and constitutes the valid and binding agreement of such Guarantor, enforceable against such Guarantor in accordance with its terms, subject to the effect of any Authorisation applicable bankruptcy, moratorium, insolvency, reorganization or other documents, opinion similar law affecting the enforceability of creditors' rights generally and to the effect of general principles of equity (whether considered in a proceeding at law or assurance which the Xxxxxx considers to be necessary or desirable (acting reasonablyin equity); and (iiC) the Uniform Commercial Code financing statements on Form UCC-1 delivered to the Agent by the Guarantor in connection with the delivery of the Security Instruments of such Guarantor have been duly executed by the Guarantor and are in form, substance and number sufficient for filing in all Uniform Commercial Code filing offices in all jurisdictions in which filing is necessary to perfect in favor of the Agent for the benefit of the Lenders the Lien on Collateral conferred under such Security Instruments to the extent not provided pursuant to Clause 17.3.2(a)(ii) (New Obligors) should such New Facility Guarantor also Lien may be acceding as a New Obligor at the same time, all those items listed in Part 3 of Schedule 7 (Conditions Precedent), in respect of and as applicable to the relevant person seeking to become a New Facility Guarantor and in each case to the extent not already delivered to the Lender and in form and substance satisfactory to the Lender; andperfected by Uniform Commercial Code filing; (bvii) no Default has occurred current copies of the charter documents, including partnership agreements and is continuing certificate of limited partnership, if applicable, and bylaws of such Guarantor, minutes of duly called and conducted meetings (or would occur upon that person acceding as a party to this Agreement. 17.4.3 Each Party duly effected consent actions) of the Board of Directors, partners, or appropriate committees thereof (other than and, if required by such charter documents, bylaws or by applicable law, of the Lender, shareholders) of such Guarantor authorizing the Borrower actions and the person concerned) irrevocably authorises the Borrower to execute any duly completed Facility Guarantor Accession Letter or Standalone Facility Guarantee on its behalf (as applicable) unless the Lender requires such Party to execute such Facility Guarantor Accession Letter or Standalone Facility Guarantee itselfexecution and delivery of documents described in this Section 8.20. 17.4.4 A Facility Guarantor Accession Letter will take effect on its date of execution by the Lender or, if later, the date specified in that Facility Guarantor Accession Letter. 17.4.5 The execution of a Facility Guarantor Accession Letter by the person concerned constitutes confirmation by it that it is a New Facility Guarantor under this Agreement.

New Guarantors. ‌ 17.4.1 If Simultaneously with the acquisition or creation of any person which is not an Obligor becomes an Obligor in accordance with Clause 17.3 (New Obligors) the Obligors will procure that the person concerned will either: (a) become a New Facility Guarantor by delivering Guarantor, cause to the Lender a Facility Guarantor Accession Letter, duly executed by that person; or (b) if required by the Lender, enter into a Standalone Facility Guarantee in form and substance satisfactory to the Lender. 17.4.2 The Lender may accept the accession of a New Facility Guarantor in its sole discretion by executing a Facility Guarantor Accession Letter or Standalone Facility Guarantee provided that: (a) at the same time as that Facility Guarantor Accession Letter or Standalone Facility Guarantee is be delivered to the Lender, there are also delivered to Agent for the Lenderbenefit of the Lenders each of the following: (i) a copy Facility Guaranty executed by such Guarantor substantially in the form of Exhibit I; (ii) a Security Agreement of such Guarantor substantially in the form of Exhibit J, together with such Uniform Commercial Code financing statements on Form UCC-1 or otherwise duly executed by such Guarantor as "Debtor" and naming the Agent for the benefit of the Lenders as "Secured Party", in form, substance and number sufficient in the reasonable opinion of the Agent and its special counsel to be filed in all Uniform Commercial Code filing offices in all jurisdictions in which filing is necessary or advisable to perfect in favor of the Agent for the benefit of the Lenders the Lien on Collateral conferred under such Security Instrument to the extent such Lien may be perfected by Uniform Commercial Code filing; (iii) if such Guarantor is a corporation or is a partnership that has issued certificates evidencing ownership of Partnership Interests, (A) the Pledged Stock or, if applicable, certificates of ownership of such Partnership Interests, together with duly executed stock powers or powers of assignment in blank affixed thereto, and (B) the Securities Pledge Agreement Supplement if such Guarantor is a party to the Pledge Agreement, or a Pledge Agreement substantially in the form of Exhibit L if the Guarantor has not executed and delivered to the Agent a Pledge Agreement; (iv) if such Guarantor is a partnership not described in clause (iii) immediately above, (A) the certificate of the Registrar of such partnership with respect to the registration of the Lien on Partnership Interests, which certificate shall be in the form of Exhibit K and (B) the Securities Pledge Agreement Supplement if such Guarantor is a party to the Pledge Agreement, or a Pledge Agreement substantially in the form of Exhibit L if the Guarantor has not executed and delivered to the Agent a Pledge Agreement; (v) a supplement to Schedule 4.3 and the appropriate schedule attached to the appropriate Security Instruments listing the additional Collateral, certified as true, correct and complete by the Authorized Representative (provided that the failure to deliver such supplement shall not impair the rights conferred under the Security Instruments in after acquired Collateral); (vi) if the Guarantor is a Material Guarantor, an opinion of counsel to the Guarantor dated as of the date of delivery of the Facility Guaranty and other Loan Documents provided for in this Section 8.20 and addressed to the Agent and the Lenders, in form and substance reasonably acceptable to the Agent (which opinion may include assumptions and qualifications of similar effect to those contained in the opinions of counsel delivered pursuant to Section 6.1(a)(ii)), to the effect that: (A) such Guarantor is duly organized, validly existing and in good standing in the jurisdiction of its formation, has the requisite power and authority to own its properties and conduct its business as then owned and then conducted and proposed to be conducted, and is duly qualified to transact business and is in good standing as a foreign corporation or partnership in each other jurisdiction in which the character of the properties owned or leased, or the business carried on by it, requires such qualification and the failure to be so qualified would reasonably be likely to result in a Material Adverse Effect; (B) the execution, delivery and performance of the Facility Guaranty and other Loan Documents described in this Section 8.20 to which such Guarantor is a signatory have been duly authorized by all requisite corporate or partnership action (including any required shareholder or partner approval), each of such agreements has been duly executed and delivered and constitutes the valid and binding agreement of such Guarantor, enforceable against such Guarantor in accordance with its terms, subject to the effect of any Authorisation applicable bankruptcy, moratorium, insolvency, reorganization or other documents, opinion similar law affecting the enforceability of creditors' rights generally and to the effect of general principles of equity (whether considered in a proceeding at law or assurance which the Xxxxxx considers to be necessary or desirable (acting reasonablyin equity); and (iiC) the Uniform Commercial Code financing statements on Form UCC-1 delivered to the Agent by the Guarantor in connection with the delivery of the Security Instruments of such Guarantor have been duly executed by the Guarantor and are in form, substance and number sufficient for filing in all Uniform Commercial Code filing offices in all jurisdictions in which filing is necessary to perfect in favor of the Agent for the benefit of the Lenders the Lien on Collateral conferred under such Security Instruments to the extent not provided pursuant to Clause 17.3.2(a)(ii) (New Obligors) should such New Facility Guarantor also Lien may be acceding as a New Obligor at the same time, all those items listed in Part 3 of Schedule 7 (Conditions Precedent), in respect of and as applicable to the relevant person seeking to become a New Facility Guarantor and in each case to the extent not already delivered to the Lender and in form and substance satisfactory to the Lender; andperfected by Uniform Commercial Code filing; (bvii) no Default has occurred current copies of the charter documents, including partnership agreements and is continuing certificate of limited partnership, if applicable, and bylaws of such Guarantor, minutes of duly called and conducted meetings (or would occur upon that person acceding as a party to this Agreement. 17.4.3 Each Party duly effected consent actions) of the Board of Directors, partners, or appropriate committees thereof (other than and, if required by such charter documents, bylaws or by applicable law, of the Lender, shareholders) of such Guarantor authorizing the Borrower actions and the person concerned) irrevocably authorises the Borrower to execute any duly completed Facility Guarantor Accession Letter or Standalone Facility Guarantee on its behalf (as applicable) unless the Lender requires such Party to execute such Facility Guarantor Accession Letter or Standalone Facility Guarantee itselfexecution and delivery of documents described in this Section 8.20. 17.4.4 A Facility Guarantor Accession Letter will take effect on its date of execution by the Lender or, if later, the date specified in that Facility Guarantor Accession Letter. 17.4.5 The execution of a Facility Guarantor Accession Letter by the person concerned constitutes confirmation by it that it is a New Facility Guarantor under this Agreement.