Parent Guarantor Option Sample Clauses

Parent Guarantor Option. The Lenders party hereto acknowledge and agree that, except as otherwise provided below, the Parent is neither a Guarantor nor a Loan Party. At the option of the Irish Holdco, the Irish Sub Holdco, the Lux Holdco, the Borrowers and the Parent, which may be exercised at any time upon reasonable prior notice to the Administrative Agent, and so long as no Default or Event of Default exists hereunder, at their option the Parent may become a Guarantor and Loan Party (becoming a party hereto (and a Guarantor pursuant to Article X)) and a party to such other Collateral Documents as may be reasonably requested by the Administrative Agent, accompanied by customary legal opinions as may be requested by the Administrative Agent, at any time after the Closing Date. In the event of an election pursuant to the previous sentence, the Administrative Agent, the Borrowers, Lux Holdco, Irish Holdco, the Irish Sub Holdco and the Parent shall enter into an amendment to this Agreement (which shall not require the consent of any Lenders or any other Person) in order to provide for the joinder of the Parent as a Guarantor hereunder, and which amendment shall (i) amend Article X in an appropriate manner to provide for the Guaranty by the Parent, (ii) in places other than Article X, as may be agreed by the Administrative Agent and the Borrowers, the Lux Holdco, the Irish Holdco, the Irish Sub Holdco and the Parent, (x) replace references to the “Irish Holdco” with references to the “Parent”, including for purposes of prospective provisions of financial statements and for purposes of calculating financial covenants and financial terms as used herein, and/or (y) add references to the “Parent” (as appropriate) where the Irish Holdco is referenced, (iii) delete clause (r) of Article VII and (iv) make such other technical changes as may be agreed or required by the Administrative Agent. Each of the Lenders hereby authorizes and directs the Administrative Agent to take the actions contemplated by this Section 9.19 upon the request of the Parent, the Irish Holdco, the Irish Sub Holdco, the Lux Holdco, and the Borrowers.