Additional Borrowers. (a) The Parent Borrower may at any time, with the prior consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed), add as a party to this Agreement any Wholly Owned Subsidiary to be an Additional Borrower. Upon satisfaction of the conditions specified in Section 5.3, such Subsidiary shall for all purposes be a party hereto as an Additional Borrower as fully as if it had executed and delivered this Agreement, and the Borrowers shall be jointly and severally liable for the Obligations (limited to, with respect to any Borrower that is a Foreign Subsidiary, the Obligations of Foreign Loan Parties). The Administrative Agent shall notify the Revolving Lenders at least five Business Days prior to granting such consent and, if any Revolving Lender notifies the Administrative Agent within five Business Days that it is not permitted by applicable Requirements of Law or any of its organizational policies to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account of, the relevant Subsidiary, shall withhold such consent (which shall not be deemed to have been unreasonably withheld) or shall give such consent only upon effecting changes to the provisions of this Agreement as are contemplated by paragraph (c) of this Section 10.21 that will assure that such Revolving Lender is not required to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account of, such Subsidiary. (b) So long as the principal of and interest on any Loans made to any Additional Borrower under this Agreement shall have been paid in full and all other obligations of such Additional Borrower under this Agreement (other than contingent indemnification obligations) shall have been fully performed, the Parent Borrower may, by not less than five Business Days’ prior notice to the Administrative Agent (which shall promptly notify the relevant Lenders thereof), terminate such Subsidiary’s status as an “Additional Borrower”. (c) In order to accommodate (i) the addition of a Subsidiary as an Additional Borrower or (ii) extensions of credit to an Additional Borrower, in each case, where one or more Revolving Lenders are legally able and willing to lend Revolving Loans to, and participate in Letters of Credit issued for the account of, such Subsidiary, but other Revolving Lenders are not so able and willing, the Administrative Agent shall be permitted, with the consent of the Parent Borrower and the Required Lenders, to effect such changes to the provisions of this Agreement as it reasonably believes are appropriate in order for such provisions to operate in a customary and usual manner for “multiple-currency” syndicated lending agreements to a corporation and certain of its foreign subsidiaries, all with the intention of providing provisions for the Revolving Lenders who are so able and willing to extend credit to such Subsidiaries and for the other Revolving Lenders not to be required to do so. Prior to effecting any such changes, the Administrative Agent shall give all Revolving Lenders at least five Business Days’ notice thereof and an opportunity to comment thereon.
Appears in 8 contracts
Sources: Amendment No. 4 (Somnigroup International Inc.), Credit Agreement (Tempur Sealy International, Inc.), Credit Agreement (Tempur Sealy International, Inc.)
Additional Borrowers. (a) The Parent Borrower may at any time, with from time to time designate one or more wholly-owned Subsidiaries of Parent organized in the prior consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed), add as a party to this Agreement any Wholly Owned Subsidiary to be an Additional Borrower. Upon satisfaction of the conditions specified in Section 5.3, such Subsidiary shall for all purposes be a party hereto United States as an Additional Borrower by delivering to the Agent:
(i) all documentation and other customary information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the Patriot Act, that the Agent or any Lender has reasonably requested, including, if such Subsidiary qualifies as fully as if it had executed and delivered this Agreementa “legal entity customer” under the Beneficial Ownership Regulation, and the Borrowers shall be jointly and severally liable for the Obligations (limited to, with respect a Beneficial Ownership Certification in relation to any Borrower that is a Foreign such Subsidiary, without any written objection submitted by any Lender or the Obligations of Foreign Loan Parties). The Administrative Agent shall notify the Revolving Lenders at least five Business Days prior to granting such consent and, if any Revolving Lender notifies the Administrative Agent within five (5) Business Days that it of its receipt of such documentation and other information;
(ii) solely to the extent such Subsidiary is not permitted already a Loan Party, (A) all documents, joinders, supplements, updated schedules, instruments, certificates and agreements and all other actions and information, then required by applicable Requirements or in respect of Law such Subsidiary by Section 5.11 or by the Guaranty and Security Agreement (without giving effect to any grace periods for delivery of its organizational policies to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account ofsuch items, the relevant Subsidiaryupdating of such information or the taking of such actions), shall withhold (B) a customary opinion of counsel of such consent Subsidiary and (which shall not be deemed to have been unreasonably withheldC) or shall give a customary secretary’s certificate attaching such consent only upon effecting changes documents as were delivered by the existing Borrowers on the Closing Date;
(iii) promissory notes in respect of such Subsidiary in its capacity as Additional Borrower in favor of any Lender requesting such promissory notes, in form and substance consistent with the notes (if any) provided by the existing Borrowers as of the Closing Date; and
(iv) a joinder agreement in form and substance reasonably satisfactory to the provisions of this Agreement Agent whereby such Subsidiary becomes party hereto as are contemplated by paragraph (c) of this Section 10.21 that will assure that such Revolving Lender is not required to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account of, such Subsidiarya Borrower.
(b) So long as The designation of any wholly-owned Subsidiary of Parent organized in the principal of and interest on any Loans made to any Additional Borrower under this Agreement shall have been paid in full and all other obligations of such Additional Borrower under this Agreement (other than contingent indemnification obligations) shall have been fully performed, the Parent Borrower may, by not less than five Business Days’ prior notice to the Administrative Agent (which shall promptly notify the relevant Lenders thereof), terminate such Subsidiary’s status as an “Additional Borrower”.
(c) In order to accommodate (i) the addition of a Subsidiary United States as an Additional Borrower or shall only be effective two (ii2) extensions Business Days following the delivery of credit to an Additional Borrower, in each case, where one or more Revolving Lenders are legally able and willing to lend Revolving Loans tothe documents set forth in, and participate in Letters satisfaction of Credit issued for the account requirements of, such Subsidiary, but other Revolving Lenders are not so able and willing, the Administrative Agent shall be permitted, with the consent of the Parent Borrower and the Required Lenders, to effect such changes to the provisions of this Agreement as it reasonably believes are appropriate in order for such provisions to operate in a customary and usual manner for “multiple-currency” syndicated lending agreements to a corporation and certain of its foreign subsidiaries, all with the intention of providing provisions for the Revolving Lenders who are so able and willing to extend credit to such Subsidiaries and for the other Revolving Lenders not to be required to do so. Prior to effecting any such changes, the Administrative Agent shall give all Revolving Lenders at least five Business Days’ notice thereof and an opportunity to comment thereonSection 2.2(a).
Appears in 7 contracts
Sources: Asset Based Revolving Credit Agreement (Cleveland-Cliffs Inc.), Asset Based Revolving Credit Agreement (Cleveland-Cliffs Inc.), Asset Based Revolving Credit Agreement (Cleveland-Cliffs Inc.)
Additional Borrowers. Other investment companies (a) The Parent Borrower may at any timeor series of investment companies), in addition to those Borrowers which are original signatories to this Agreement, may, with the prior consent written approval of all the Banks, become parties to this Agreement and be deemed Tranche A Borrowers for all purposes of this Agreement by executing an instrument substantially in the form of Exhibit G hereto (with such changes therein may be approved by the Banks), which instrument shall (i) have attached to it a copy of this Agreement (as the same may have been amended) with a revised Allocation Notice reflecting the participation of such additional investment company and (ii) be accompanied by the documents and instruments required to be delivered by the Borrowers pursuant to Section 3.1 hereof, including, without limitation, an opinion of counsel for such Borrower, in a form reasonably satisfactory to the Administrative Agent and its counsel; provided, that the joinder of any additional Borrower shall be effective no earlier than five (5) Business Days following receipt by the Banks of such documents and information requested by the Administrative Agent or any Bank that are reasonably required in order to comply with “know-your-customer” and other anti-terrorism, anti-money laundering and similar rules and regulations, including without limitation the USA PATRIOT Act; and provided, further, that no such additional Borrower shall be added unless each of the Banks consent, except that (A) to the extent an existing Borrower converts to a “master/feeder” structure, no consent not shall be required for the master trust in such structure to become a Borrower hereunder after such conversion, provided the converting Borrower ceases to be unreasonably withheld a Borrower hereunder on or delayedprior to such conversion and provided that such master trust is formed under the laws of a State in the United States and (B) to the extent that an existing Borrower which is a “master trust” is merged into (or transfers all or substantially all of its assets and liabilities to) its feeder fund (the “Former Feeder Fund”), add as no consent shall be required for such Former Feeder Fund to become a party Borrower if in connection with such merger or transfer such Former Feeder Fund shall hold all or substantially all the assets and liabilities of the prior master trust, such Former Feeder Fund is formed under the laws of a State in the United States and, prior to such merger or transfer, such Former Feeder Fund shall have no Debt. Additional Borrowers may be added to this Agreement any Wholly Owned Subsidiary only once per each calendar quarter. Each new Borrower added to be an Additional Borrower. Upon satisfaction the Credit Facility after the addition of the conditions specified in Section 5.3, such Subsidiary shall for all purposes be a party hereto as an Additional Borrower as fully as if it had executed and delivered this Agreement, and the five (5) new Borrowers shall be jointly and severally liable for pay a new Borrower’s fee in the Obligations (limited toamount of $1,500 to the Administrative Agent, provided that the Administrative Agent may, in its sole discretion, waive the requirement to pay such fee. To the extent that the Banks deem that the Permitted Asset Coverage Ratio is insufficient with respect to any Borrower that is a Foreign SubsidiaryAdditional Borrower, the Obligations of Foreign Loan Parties). The Administrative Agent shall notify the Revolving Lenders at least five Business Days prior to granting Joinder in which such consent and, if any Revolving Lender notifies the Administrative Agent within five Business Days that it is not permitted by applicable Requirements of Law or any of its organizational policies to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account of, the relevant Subsidiary, shall withhold such consent (which shall not be deemed to have been unreasonably withheld) or shall give such consent only upon effecting changes to the provisions of this Agreement as are contemplated by paragraph (c) of this Section 10.21 that will assure that such Revolving Lender is not required to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account of, such Subsidiary.
(b) So long as the principal of and interest on any Loans made to any Additional Borrower under this Agreement shall have been paid in full and all other obligations becomes a Borrower may, with the agreement of such Additional Borrower under and each Bank, contain language amending this Agreement (other than contingent indemnification obligations) shall have been fully performed, the Parent Borrower may, by not less than five Business Days’ prior notice to the Administrative Agent (which shall promptly notify the relevant Lenders thereof), terminate provide for a different Permitted Asset Coverage Ratio with respect to such Subsidiary’s status as an “Additional Borrower”.
(c) In order to accommodate (i) the addition of a Subsidiary as an Additional Borrower or (ii) extensions of credit to an Additional Borrower, in each case, where one or more Revolving Lenders are legally able and willing to lend Revolving Loans to, and participate in Letters of Credit issued for the account of, such Subsidiary, but other Revolving Lenders are not so able and willing, the Administrative Agent shall be permitted, with the consent of the Parent Borrower and the Required Lenders, to effect such changes to the provisions of this Agreement as it reasonably believes are appropriate in order for such provisions to operate in a customary and usual manner for “multiple-currency” syndicated lending agreements to a corporation and certain of its foreign subsidiaries, all with the intention of providing provisions for the Revolving Lenders who are so able and willing to extend credit to such Subsidiaries and for the other Revolving Lenders not to be required to do so. Prior to effecting any such changes, the Administrative Agent shall give all Revolving Lenders at least five Business Days’ notice thereof and an opportunity to comment thereon.
Appears in 5 contracts
Sources: Credit Agreement (Blackrock Funds), Credit Agreement, Credit Agreement (BlackRock Series Fund, Inc.)
Additional Borrowers. (a) The Parent Notwithstanding anything in Section 9.02 to the contrary, following the Closing Date, the Borrower may at any time, with request that one or more of its Foreign Subsidiaries that is a Wholly-Owned Subsidiary be added as an additional borrower (the prior consent of “Additional Borrower”) under the Facilities by delivering to the Administrative Agent (such consent not to be unreasonably withheld or delayed), add as a party to this Agreement any Wholly Owned Subsidiary to be an Additional BorrowerBorrower Agreement executed by such Foreign Subsidiary and the Borrower and specifying the proposed effective date thereof; provided that the jurisdiction of organization of such Foreign Subsidiary shall be reasonably satisfactory to each Lender. Upon satisfaction of the conditions specified in Section 5.3, such Such Foreign Subsidiary shall for all purposes of this Agreement be a party hereto borrower hereunder no earlier than the latest of (i) twenty (20) days (or such shorter period as an the Administrative Agent may in its discretion agree) after delivery of such Additional Borrower as fully as if it had executed and delivered this Agreement, ; (ii) five (5) Business Days after receipt by the Lenders and the Borrowers shall be jointly and severally liable for the Obligations (limited to, with respect to any Borrower that is a Foreign Subsidiary, the Obligations of Foreign Loan Parties). The Administrative Agent shall notify of such documentation and other information reasonably requested by the Revolving Lenders at least five Business Days prior to granting such consent and, if or the Administrative Agent for purposes of complying with all necessary “know your customer” or other similar checks under all applicable laws and regulations provided that there has been no written objection submitted by any Revolving Lender notifies of the Lenders or the Administrative Agent within five (5) Business Days that it of the date of receipt of such documentation and other information; (iii) the receipt by the Administrative Agent and the Lenders of opinions of counsel relating to such Additional Borrower Agreement (and the guarantee referred to below) in form and substance reasonably satisfactory to the Administrative Agent and covering such customary matters in connection therewith as may be requested by the Administrative Agent; and (iv) if the applicable Additional Borrower is not permitted by applicable Requirements of Law organized or any of its organizational policies to make Revolving Loans toincorporated in or under the laws of, or participate for applicable Tax purposes is resident of or treated as engaged in Letters a trade or business in, any jurisdiction other than a jurisdiction in or under the laws of Credit which at least one then-existing Borrower is organized or Swingline Loans for incorporated as of the account ofdate the Additional Borrower Agreement is delivered to the Administrative Agent, the relevant Subsidiarydate of the effectiveness of an amendment of this Agreement, which amendment must be as mutually agreed by the Administrative Agent, the Borrower, such Additional Borrower and each Lender (including, without limitation, Section 2.15 and the definition of “Excluded Taxes” and whether a carve out for any “day one” Taxes is appropriate); provided that the Borrower shall withhold unconditionally guarantee the Obligations of any such consent (which shall not be deemed Additional Borrowers on a senior unsecured basis pursuant to have been unreasonably withheld) or shall give such consent only upon effecting changes a guarantee agreement in form reasonably satisfactory to the provisions Administrative Agent. Any obligations in respect of this Agreement as are contemplated borrowings by paragraph (c) of this Section 10.21 that will assure that such Revolving Lender is not required to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account of, such Subsidiary.
(b) So long as the principal of and interest on any Loans made to any Additional Borrower under this Agreement will constitute “Obligations” for all purposes of the Loan Documents; provided that in no event shall have been paid in full and all other obligations of such any Additional Borrower under this Agreement (other than contingent indemnification obligations) shall have been fully performed, the Parent Borrower may, by not less than five Business Days’ prior notice any liability with respect to the Administrative Agent (which shall promptly notify Obligations of the relevant Lenders thereof), terminate such Subsidiary’s status as an “Borrower or any other Additional Borrower”.
(c) In order to accommodate (i) the addition . Promptly following receipt of a Subsidiary as an any Additional Borrower or (ii) extensions of credit to an Additional Borrower, in each case, where one or more Revolving Lenders are legally able and willing to lend Revolving Loans to, and participate in Letters of Credit issued for the account of, such Subsidiary, but other Revolving Lenders are not so able and willing, Agreement the Administrative Agent shall be permitted, with the consent of the Parent Borrower and the Required Lenders, send a copy thereof to effect such changes to the provisions of this Agreement as it reasonably believes are appropriate in order for such provisions to operate in a customary and usual manner for “multiple-currency” syndicated lending agreements to a corporation and certain of its foreign subsidiaries, all with the intention of providing provisions for the Revolving Lenders who are so able and willing to extend credit to such Subsidiaries and for the other Revolving Lenders not to be required to do so. Prior to effecting any such changes, the Administrative Agent shall give all Revolving Lenders at least five Business Days’ notice thereof and an opportunity to comment thereoneach Lender.
Appears in 4 contracts
Sources: Credit Agreement (Nasdaq, Inc.), Credit Agreement (Nasdaq, Inc.), Credit Agreement (Nasdaq, Inc.)
Additional Borrowers. (a) The Parent Borrower may cause any Group Member constituting a wholly-owned subsidiary formed under the laws of the United States, any state thereof or the District of Columbia, the laws of Canada or any province or territory thereof, the laws of the Federal Republic of Germany or the laws of any other jurisdiction reasonably acceptable to the Administrative Agent and each applicable RC Facility Lender (such approval not to be unreasonably withheld, delayed or conditioned, but which approval may include expanding the definition of “Sanctions Authority” with respect to the RC Facility to include primary sanctions authorities in the jurisdiction of organization of such additional Borrower) after the Closing Date by written election to the Administrative Agent to become an RC Facility Borrower hereunder; provided that such Group Member shall (i) execute a joinder to this Agreement in form and substance reasonably satisfactory to the Administrative Agent assuming all obligations of a Borrower hereunder, (ii) to the extent not previously satisfied with respect to it, take (or cause to be taken) all actions (if any) required to be taken with respect to such Group Member in order to satisfy the Collateral and Guarantee Requirement with respect to such Group Member, the assets of such Group Member and with respect to any Equity Interest in or Indebtedness of such Group Member owned by or on behalf of any Loan Party, (iii) deliver to the Administrative Agent such legal opinions, board resolutions and secretary’s certificates as shall be reasonably requested by the Administrative Agent in connection therewith, in each case substantially in the form delivered on the Closing Date with respect to the Loan Parties party to this Agreement on the Closing Date, (iv) provide all documentation and other information required by United States regulatory authorities under applicable “know your customer” and Anti-Money Laundering Laws, including without limitation Title III of the USA Patriot Act, that shall be reasonably requested by the Administrative Agent in writing at least 10 Business Days prior to the consummation of such joinder and (v) provide, if such Group Member qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, a Beneficial Ownership Certification. The Lenders hereby irrevocably authorize the Administrative Agent to enter into any timeamendment to this Agreement or to any other Loan Document as may be necessary or appropriate in order to establish any additional Borrower pursuant to this Section 1.15 and such technical amendments, and other customary amendments with respect to provisions of this Agreement relating to taxes for borrowers in such jurisdiction, in each case as may be necessary or appropriate in the prior consent reasonable opinion of the Administrative Agent (such consent not to be unreasonably withheld or delayed), add as a party to this Agreement any Wholly Owned Subsidiary to be an Additional Borrower. Upon satisfaction of the conditions specified in Section 5.3, such Subsidiary shall for all purposes be a party hereto as an Additional Borrower as fully as if it had executed and delivered this Agreement, and the Borrowers shall be jointly and severally liable for the Obligations (limited to, with respect to any Borrower that is a Foreign Subsidiary, the Obligations of Foreign Loan Parties). The Administrative Agent shall notify the Revolving Lenders at least five Business Days prior to granting such consent and, if any Revolving Lender notifies the Administrative Agent within five Business Days that it is not permitted by applicable Requirements of Law or any of its organizational policies to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account of, the relevant Subsidiary, shall withhold such consent (which shall not be deemed to have been unreasonably withheld) or shall give such consent only upon effecting changes to the provisions of this Agreement as are contemplated by paragraph (c) of this Section 10.21 that will assure that such Revolving Lender is not required to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account of, such Subsidiaryconnection therewith.
(b) So long as the principal of and interest on any Loans made to any Additional Borrower under this Agreement shall have been paid in full and all other obligations of such Additional Borrower under this Agreement (other than contingent indemnification obligations) shall have been fully performed, the Parent Borrower may, by not less than five Business Days’ prior notice to the Administrative Agent (which shall promptly notify the relevant Lenders thereof), terminate such Subsidiary’s status as an “Additional Borrower”.
(c) In order to accommodate (i) the addition of a Subsidiary as an Additional Borrower or (ii) extensions of credit to an Additional Borrower, in each case, where one or more Revolving Lenders are legally able and willing to lend Revolving Loans to, and participate in Letters of Credit issued for the account of, such Subsidiary, but other Revolving Lenders are not so able and willing, the Administrative Agent shall be permitted, with the consent of the Parent Borrower and the Required Lenders, to effect such changes to the provisions of this Agreement as it reasonably believes are appropriate in order for such provisions to operate in a customary and usual manner for “multiple-currency” syndicated lending agreements to a corporation and certain of its foreign subsidiaries, all with the intention of providing provisions for the Revolving Lenders who are so able and willing to extend credit to such Subsidiaries and for the other Revolving Lenders not to be required to do so. Prior to effecting any such changes, the Administrative Agent shall give all Revolving Lenders at least five Business Days’ notice thereof and an opportunity to comment thereon.
Appears in 4 contracts
Sources: First Lien Credit Agreement (Clarios International Inc.), First Lien Credit Agreement (Clarios International Inc.), First Lien Credit Agreement (Clarios International Inc.)
Additional Borrowers. (a) The Parent Borrower may at any time, with From time to time on or after the prior consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed), add as a party to this Agreement any Wholly Owned Subsidiary to be an Additional Borrower. Upon satisfaction of the conditions specified in Section 5.3, such Subsidiary shall for all purposes be a party hereto as an Additional Borrower as fully as if it had executed and delivered this Agreement, and the Borrowers shall be jointly and severally liable for the Obligations (limited to, with respect to any Borrower that is a Foreign Subsidiary, the Obligations of Foreign Loan Parties). The Administrative Agent shall notify the Revolving Lenders at least five Business Days prior to granting such consent and, if any Revolving Lender notifies the Administrative Agent within five Business Days that it is not permitted by applicable Requirements of Law or any of its organizational policies to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account of, the relevant Subsidiary, shall withhold such consent (which shall not be deemed to have been unreasonably withheld) or shall give such consent only upon effecting changes to the provisions of this Agreement as are contemplated by paragraph (c) of this Section 10.21 that will assure that such Revolving Lender is not required to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account of, such Subsidiary.
(b) So long as the principal of and interest on any Loans made to any Additional Borrower under this Agreement shall have been paid in full and all other obligations of such Additional Borrower under this Agreement (other than contingent indemnification obligations) shall have been fully performedA&R Closing Date, the Parent may designate any Subsidiary Guarantor as an additional Borrower may(each such person, by not less than five Business Days’ prior notice to the Administrative Agent (which shall promptly notify the relevant Lenders thereof), terminate such Subsidiary’s status as an “Additional Borrower”.
) under any Revolving Facility; provided that such Person is incorporated in the United States (cor any state or territory thereof) In order or another jurisdiction approved by all Lenders under such Revolving Facility. Such Subsidiary Guarantor shall for all purposes of this Agreement be a Borrower under such Revolving Facility no earlier than the later of (a) ten (10) Business Days (or such shorter period as the Administrative Agent may in its discretion agree) after delivery to accommodate (i) the addition Administrative Agent of a Borrowing Subsidiary as an Additional Borrower or (ii) extensions Agreement substantially in the form of credit to an Additional Borrower, in each case, where one or more Revolving Lenders are legally able Exhibit O-1 executed by such Subsidiary Guarantor and willing to lend Revolving Loans tothe Company, and participate (b) receipt by the Administrative Agent or a Revolving Lender (through the Administrative Agent) of such documentation and other information reasonably requested by the Administrative Agent for purposes of complying with all necessary “know your customer” or other similar checks under all applicable laws and regulations and internal processes. A Subsidiary shall cease to be a Borrower hereunder at such time as no Loans, fees or any other amounts due in connection therewith pursuant to the terms hereof shall be outstanding by such Subsidiary, no Letters of Credit issued for the account of, of such Subsidiary, but other Revolving Lenders are not so able Subsidiary shall be outstanding and willing, such Subsidiary and the Company shall have executed and delivered to the Administrative Agent shall be permitted, with a Borrowing Subsidiary Termination substantially in the consent form of the Parent Borrower and the Required Lenders, to effect such changes to the provisions of this Agreement as it reasonably believes are appropriate in order for such provisions to operate in a customary and usual manner for “multiple-currency” syndicated lending agreements to a corporation and certain of its foreign subsidiaries, all with the intention of providing provisions for the Revolving Lenders who are so able and willing to extend credit to such Subsidiaries and for the other Revolving Lenders not to be required to do so. Prior to effecting any such changes, the Administrative Agent shall give all Revolving Lenders at least five Business Days’ notice thereof and an opportunity to comment thereonExhibit O-2.
Appears in 4 contracts
Sources: Credit Agreement (Iron Mountain Inc), Credit Agreement (Iron Mountain Inc), Credit Agreement (Iron Mountain Inc)
Additional Borrowers. (a) The Parent Borrower may at any time, with From time to time on or after the prior consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed), add as a party to this Agreement any Wholly Owned Subsidiary to be an Additional BorrowerAmendment No. Upon satisfaction of the conditions specified in Section 5.3, such Subsidiary shall for all purposes be a party hereto as an Additional Borrower as fully as if it had executed and delivered this Agreement6 Effective Date, and the Borrowers shall be jointly and severally liable for the Obligations (limited to, with respect to any Borrower that is a Foreign Subsidiary, the Obligations of Foreign Loan Parties). The Administrative Agent shall notify the Revolving Lenders at least five Business Days prior to granting such consent and, if any Revolving Lender notifies the Administrative Agent within five Business Days that it is not permitted by applicable Requirements of Law or any of its organizational policies to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account of, the relevant Subsidiary, shall withhold such consent (which shall not be deemed to have been unreasonably withheld) or shall give such consent only upon effecting changes to the provisions of this Agreement as are contemplated by paragraph (c) of this Section 10.21 that will assure that such Revolving Lender is not required to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account of, such Subsidiary.
(b) So long as the principal of and interest on any Loans made to any Additional Borrower under this Agreement shall have been paid in full and all other obligations of such Additional Borrower under this Agreement (other than contingent indemnification obligations) shall have been fully performed, the Parent Borrower may, by not less than five Business Days’ prior notice to the Administrative Agent (which shall promptly notify the relevant Lenders thereof), terminate such Subsidiary’s status as an “Additional Borrower”.
(c) In order to accommodate (i) the addition of a Subsidiary as an Additional Borrower or (ii) extensions of credit to an Additional Borrower, in each case, where one or more Revolving Lenders are legally able and willing to lend Revolving Loans to, and participate in Letters of Credit issued for the account of, such Subsidiary, but other Revolving Lenders are not so able and willing, the Administrative Agent shall be permitted, with the consent of the Parent Borrower and the Required Lenders, to effect such changes to the provisions of this Agreement as it reasonably believes are appropriate in order for such provisions to operate in a customary and usual manner for “multiple-currency” syndicated lending agreements to a corporation and certain of its foreign subsidiaries, all with the intention of providing provisions for the Revolving Lenders who are so able and willing to extend credit to such Subsidiaries and for the other Revolving Lenders not to be required to do so. Prior to effecting any such changes, the Administrative Agent shall give all Revolving Lenders at least five Business Days’ notice to the Administrative Agent (or such shorter period as the Administrative Agent may agree), subject to completion of customary “know your customer” procedures and delivery of related information reasonably requested by the Administrative Agent or the Revolving Credit Lenders (as applicable), including information required pursuant to Section 13.18, the Borrowers may designate any Restricted Subsidiary as an additional Borrower (each such person, an “Additional Borrower”) hereunder in respect of any specified Class or Classes of Obligations; provided that (i) the Additional Borrower shall be an entity organized or existing under the law of the U.S., any state thereof or the District of Columbia and (ii) the Additional Borrower shall expressly assume the Obligations of a Borrower in a manner and pursuant to documentation reasonably satisfactory to the Administrative Agent (it being understood that an opportunity Additional Borrower may be designated as such pursuant to comment thereonthe terms of any Incremental Facility Amendment, Refinancing Amendment or Extension Amendment) (any such documentation, an “Additional Borrower Agreement”). Upon satisfaction of such requirements, the Additional Borrower shall be a “Borrower” hereunder and will have the right to request Term Loans, Revolving Credit Loans or Letters of Credit, as the case may be, in each case of the applicable Class, in accordance with Section 2 hereof until the earlier to occur of the applicable Maturity Date or the date on which such Additional ▇▇▇▇▇▇▇▇ resigns as an Additional Borrower in accordance with clause (b) below. The Lenders hereby irrevocably authorize the Administrative Agent to enter into any amendment to this Agreement or to any other Credit Document as may be necessary or appropriate in order to establish any additional Borrower pursuant to this Section 1.14 and such technical amendments, and other customary amendments with respect to provisions of this Agreement relating to taxes for borrowers in such jurisdiction, in each case as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Borrowers in connection therewith.
(b) An Additional Borrower may elect to resign as an Additional Borrower; provided that: (i) such resigning Additional ▇▇▇▇▇▇▇▇ has delivered to the Administrative Agent a written notice of resignation at least five Business Days in advance and (ii) either (A) such resigning Additional Borrowers’ obligations in its capacity as Subsidiary Guarantor shall continue to be legal, valid, binding and enforceable after giving effect to such resignation or (B) such resigning Additional ▇▇▇▇▇▇▇▇ is released from its obligations as a Subsidiary Guarantor pursuant to Section 13.1 substantially concurrently with such resignation pursuant to the Credit Documents. Upon satisfaction of such requirements, the applicable Additional Borrower shall cease to be an Additional Borrower and a Borrower (but in the case of a resignation pursuant to clause (A) above shall continue to be a Subsidiary Guarantor) and at the request of the Borrowers any promissory note in respect of such Additional Borrower shall be returned by the holder thereof to such Additional Borrower for cancellation.
Appears in 4 contracts
Sources: Credit Agreement (GoDaddy Inc.), Credit Agreement (GoDaddy Inc.), Credit Agreement (GoDaddy Inc.)
Additional Borrowers. (a) The Parent Borrower may at any time, with the prior consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed), add as a party to this Agreement any Wholly Owned Subsidiary to be an Additional Borrower. Upon satisfaction of the conditions specified in Section 5.3, such Subsidiary shall for all purposes be a party hereto as an Additional Borrower as fully as if it had executed and delivered this Agreement, and the Borrowers shall be jointly and severally liable for the Obligations (limited to, with respect to any Borrower that is a Foreign Subsidiary, the Obligations of Foreign Loan Parties). The Administrative Agent shall notify the Revolving Lenders at least five Business Days prior to granting such consent and, if any Revolving Lender notifies the Administrative Agent within five Business Days that it is not permitted by applicable Requirements of Law or any of its organizational policies to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account of, the relevant Subsidiary, shall withhold such consent (which shall not be deemed to have been unreasonably withheld) or shall give such consent only upon effecting changes to the provisions of this Agreement as are contemplated by paragraph (c) of this Section 10.21 that will assure that such Revolving Lender is not required to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account of, such Subsidiary.
(b) So long as the principal of and interest on any Loans made to any Additional Borrower under this Agreement shall have been paid in full and all other obligations of such Additional Borrower under this Agreement (other than contingent indemnification obligations) shall have been fully performed, the Parent Borrower may, by not less than five Business Days30 days’ prior notice to the Administrative Agent (or such shorter period of time to which the Administrative Agent may agree) and subject to the written consent of the Revolving Lenders, which consent of each Revolving Lender shall not be unreasonably withheld (it being understood that a Revolving Lender shall be deemed to have acted reasonably in withholding its consent if (i) it is unlawful for such Revolving Lender to make Revolving Loans under this Agreement to the proposed additional Borrower, (ii) if such Revolving Lender cannot or has not determined that it is lawful to do so, (iii) the making of a Revolving Loan to the proposed additional Borrower might subject such Lender to adverse tax consequences, (iv) such Lender is required or has determined that it is prudent to register or file in the jurisdiction of formation or organization of the proposed additional Borrower and it does not wish to do so or (v) such Lender is restricted by operational or administrative procedures or other applicable internal policies from extending credit under this Agreement to Persons in the jurisdiction in which the proposed additional Borrower is located), the Borrower may designate one or more Guarantors to be additional joint and several direct borrowers hereunder by written request to the Administrative Agent accompanied by (a) an executed Assumption Agreement and appropriate Notes (to the extent requested by any Lender) executed by the designated Guarantor and the Borrower, (b) a certificate of good standing of the designated Guarantor in the jurisdiction of its incorporation or organization, (c) certified resolutions of such Guarantor’s board of directors or other governing body authorizing the execution and delivery of the Assumption Agreement and such Notes, (d) a written consent to the Assumption Agreement executed by each Guarantor, (e) appropriate written legal opinions reasonably requested by the Administrative Agent with respect to such new Borrower and the Assumption Agreement covering matters similar to those covered in the opinions delivered on the Closing Date and (f) such documentation and other evidence as is reasonably requested by the Administrative Agent or any Lender in order for the Administrative Agent or such Lender to carry out and be satisfied it has complied with the results of all necessary “know your customer” or other similar checks under the USA PATRIOT Act and under similar regulations and is not otherwise prohibited by Law from making Loans to such new Borrower. The Obligations of any additional borrower designated pursuant to this Section 2.19, in its capacity as a Borrower, may be limited as to amount as directed by the Borrower; provided, however, that any such limitation shall not reduce such Person’s obligations as a Guarantor of the Obligations, if applicable, unless required by a Gaming Authority. The Administrative Agent shall promptly notify the relevant Lenders thereof)of such request, terminate together with copies of such Subsidiary’s status of the foregoing as an “Additional Borrower”.
(c) In order to accommodate (i) the addition of a Subsidiary as an Additional Borrower or (ii) extensions of credit to an Additional Borrower, in each case, where one or more Revolving Lenders are legally able and willing to lend Revolving Loans toany Lender may request, and participate in Letters of Credit issued for the account of, such Subsidiary, but other Revolving Lenders are not so able and willing, the Administrative Agent shall be permitted, with the consent upon receipt of the Parent Borrower and the Required Lenders, to effect such changes to the provisions written consents of this Agreement as it reasonably believes are appropriate in order for such provisions to operate in a customary and usual manner for “multiple-currency” syndicated lending agreements to a corporation and certain of its foreign subsidiaries, all with the intention of providing provisions for the Revolving Lenders who are so able and willing to extend credit to such Subsidiaries and for satisfaction of the other Revolving Lenders not to be required to do so. Prior to effecting any such changesconditions set forth above in this Section, the Administrative Agent designated Guarantor shall give all Revolving Lenders at least five Business Days’ notice thereof and an opportunity to comment thereonbecome a Borrower hereunder.
Appears in 4 contracts
Sources: Credit Agreement (MGM Growth Properties Operating Partnership LP), Credit Agreement (MGM Growth Properties Operating Partnership LP), Credit Agreement (Vici Properties Inc.)
Additional Borrowers. Other Investment Companies (a) The Parent Borrower may at any timeor Portfolios of Investment Companies), in addition to those Borrowers listed on SCHEDULE 1, may, with the prior consent written approval of the Administrative Operations Agent and the Banks, become parties to this Agreement and be deemed Borrowers for all purposes of this Agreement by executing an instrument substantially in the form of EXHIBIT F hereto (with such consent not changes therein as may be approved by the Operations Agent and the Banks), which instrument shall (i) have attached to it a copy of this Agreement (as the same may have been amended) with a revised SCHEDULE 1 reflecting the participation of such additional Investment Company (or Portfolio of an Investment Company) and any prior revisions to SCHEDULE 1 effected in accordance with the terms hereof and (ii) be accompanied by the documents and instruments required to be unreasonably withheld delivered by such additional Borrower pursuant to Section 6.01 hereof, including, without limitation, an opinion of counsel for such additional Borrower, in the form of EXHIBIT G, satisfactory to the Operations Agent and the Banks. No Investment Company (or delayed), add Portfolio of an Investment Company) shall be admitted as a party to this Agreement any Wholly Owned Subsidiary to be an Additional Borrower. Upon satisfaction of as a Borrower unless at the conditions specified in Section 5.3, such Subsidiary shall for all purposes be a party hereto as an Additional Borrower as fully as if it had executed and delivered this Agreement, and the Borrowers shall be jointly and severally liable for the Obligations (limited to, with respect to any Borrower that is a Foreign Subsidiary, the Obligations of Foreign Loan Parties). The Administrative Agent shall notify the Revolving Lenders at least five Business Days prior to granting such consent and, if any Revolving Lender notifies the Administrative Agent within five Business Days that it is not permitted by applicable Requirements of Law or any of its organizational policies to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account of, the relevant Subsidiary, shall withhold such consent (which shall not be deemed to have been unreasonably withheld) or shall give such consent only upon effecting changes to the provisions of this Agreement as are contemplated by paragraph (c) of this Section 10.21 that will assure that such Revolving Lender is not required to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account of, such Subsidiary.
(b) So long as the principal of and interest on any Loans made to any Additional Borrower under this Agreement shall have been paid in full and all other obligations time of such Additional Borrower under this Agreement (other than contingent indemnification obligations) shall have been fully performed, the Parent Borrower may, by not less than five Business Days’ prior notice to the Administrative Agent (which shall promptly notify the relevant Lenders thereof), terminate such Subsidiary’s status as an “Additional Borrower”.
(c) In order to accommodate admission and after giving effect thereto: (i) the addition of a Subsidiary as an Additional Borrower or representations and warranties set forth in Article VII hereof shall be true and correct with respect to such additional Borrower; (ii) extensions such additional Borrower shall be in compliance in all material respects with all of credit the terms and provisions set forth herein on its part to an Additional Borrower, in each case, where one be observed or more Revolving Lenders are legally able performed at the time of the admission and willing after giving effect thereto; and (iii) no Default with respect to lend Revolving Loans to, such additional Borrower shall have occurred and participate in Letters of Credit issued for be continuing. Notwithstanding the account of, such Subsidiary, but other Revolving Lenders are not so able and willingforegoing, the Administrative Operations Agent shall be permitted, with the consent of the Parent Borrower and the Required Lenders, to effect such changes to the provisions of this Agreement as it reasonably believes are appropriate in order for such provisions to operate in a customary and usual manner for “multiple-currency” syndicated lending agreements to a corporation and certain of its foreign subsidiaries, all with the intention of providing provisions for the Revolving Lenders who are so able and willing to extend credit to such Subsidiaries and for the other Revolving Lenders not to Banks shall be required to do so. Prior to effecting consider such requests for admission no more frequently than once in any such changes, the Administrative Agent shall give all Revolving Lenders at least five Business Days’ notice thereof and an opportunity to comment thereoncalendar quarter.
Appears in 4 contracts
Sources: Credit Agreement (Chile Fund Inc), Credit Agreement (Latin America Investment Fund Inc), Credit Agreement (Indonesia Fund Inc)
Additional Borrowers. (ai) The Parent Borrower may at any time, with the prior consent of the Administrative Agent (such consent not Subject to be unreasonably withheld or delayedSection 10.21(b)(ii), add as a party to this Agreement any Wholly Owned Subsidiary to be an Additional Borrower. Upon satisfaction of the conditions specified in Section 5.3, such Subsidiary shall for all purposes be a party hereto as an Additional Borrower as fully as if it had executed and delivered this Agreement, and the Borrowers shall be jointly and severally liable for the Obligations (limited to, with respect to any Borrower that is a Foreign Subsidiary, the Obligations of Foreign Loan Parties). The Administrative Agent shall notify the Revolving Lenders at least five Business Days prior to granting such consent and, if any Revolving Lender notifies the Administrative Agent within five Business Days that it is not permitted by applicable Requirements of Law Company or any of its organizational policies to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account of, the relevant Subsidiary, shall withhold such consent (which shall not be deemed to have been unreasonably withheld) or shall give such consent only upon effecting changes to the provisions of this Agreement as are contemplated by paragraph (c) of this Section 10.21 that will assure that such Revolving Lender is not required to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account of, such Subsidiary.
(b) So long as the principal of and interest on any Loans made to any Additional Borrower under this Agreement shall have been paid in full and all other obligations of such Additional Borrower under this Agreement (other than contingent indemnification obligations) shall have been fully performed, the Permitted Affiliate Parent Borrower may, by upon not less than five Business Days’ prior written notice to the Administrative Agent (which shall promptly notify Agent, request that it or any Permitted Affiliate Parent, any Affiliate Subsidiary or any Wholly Owned Subsidiary that is a member of the relevant Lenders thereof), terminate such Subsidiary’s status as Restricted Group becomes an “Additional Borrower”Borrower under this Agreement.
(cii) In order Any such Person referred to accommodate in Section 10.21(b)(i) may become an Additional Borrower with respect to a Facility if:
(iA) it is incorporated, registered or organized under the laws of an Approved Key Jurisdiction for that Facility (provided that, where such Additional Borrower is incorporated in Barbados, such entity shall only be deemed to satisfy this requirement if it is established as a body corporate which is licensed under the International Business Companies Act or any other regime which provides the same or substantially similar benefits thereto in Barbados) or the Required Lenders under such Facility have approved the addition of that Person as an Additional Borrower;
(B) such Person and the Company deliver to the Administrative Agent a Subsidiary duly completed and executed joinder agreement in form and substance reasonably satisfactory to the Administrative Agent pursuant to which such Person agrees to become a party to this Agreement as an Additional Borrower;
(C) the Company confirms that no Event of Default is continuing or would occur as a result of such Person becoming an Additional Borrower;
(D) the Administrative Agent (for and on behalf of the Lenders) shall have received, at least three Business Days prior to the date of accession of such Person as an Additional Borrower, all documentation and other information about such Person required under applicable “know your customer” and anti-money laundering rules and regulations, including under the Beneficial Ownership Regulations (such information to include, for the avoidance of doubt, a Beneficial Ownership Certification for each entity that qualifies as a “legal entity customer” thereunder) and the USA Patriot Act, and satisfactory to each Finance Party (acting reasonably), that has been requested by the Administrative Agent (for itself or on behalf of any Lender) or any Lender (through the Administrative Agent and for itself) in writing at least ten days prior to the date of accession of such Person as an Additional Borrower;
(E) the Administrative Agent has received all of the documents and other evidence listed in Schedule 10.21 in relation to such Person, each in form and substance reasonably satisfactory to the Administrative Agent; and
(F) such Person shall have entered into all documentation required for it to (1) accede to (x) this Agreement as an Additional Borrower or and (iiy) extensions of credit to an Additional Borrower, in each case, where one or more Revolving Lenders are legally able and willing to lend Revolving Loans to, and participate in Letters of Credit issued for the account ofextent required by any Intercreditor Agreement, such Subsidiary, but Intercreditor Agreement as a “debtor” (or other Revolving Lenders are not so able and willing, relevant capacity) and/or to (2) have acknowledged any Intercreditor Agreement in the manner contemplated thereby.
(iii) The Administrative Agent shall be permitted, with notify the consent of the Parent Borrower Company and the Required LendersLenders promptly upon being satisfied that the conditions specified in Section 10.21(b)(ii) (and, to effect such changes to in the provisions case of this Agreement as it reasonably believes are appropriate in order for such provisions to operate in a customary and usual manner for “multiple-currency” syndicated lending agreements to a corporation and certain of its foreign subsidiariesany Permitted Affiliate Parent, all with the intention of providing provisions for the Revolving Lenders who are so able and willing to extend credit to such Subsidiaries and for the other Revolving Lenders not to be required to do so. Prior to effecting any such changes, the Administrative Agent shall give all Revolving Lenders at least five Business Days’ notice thereof and an opportunity to comment thereonSection 10.21(a)) have been satisfied.
Appears in 4 contracts
Sources: Amendment Agreement (Liberty Latin America Ltd.), Credit Agreement (Liberty Latin America Ltd.), Credit Agreement (Liberty Latin America Ltd.)
Additional Borrowers. (a) The Parent Borrower Company may at any time, with upon not less than ten (10) Business Days’ notice to the prior consent Administrative Agent, designate any Wholly-Owned Subsidiary of the Administrative Agent (such consent not to be unreasonably withheld Company that is organized under the laws of the United States or delayed), add a State thereof as a party to this Agreement any Wholly Owned Subsidiary to be Borrower (each such Subsidiary, an “Additional Borrower. Upon satisfaction of the conditions specified in Section 5.3, such Subsidiary shall for all purposes be a party hereto as an Additional Borrower as fully as if it had executed and delivered this Agreement, and the Borrowers shall be jointly and severally liable for the Obligations (limited to, with respect ”) to any Borrower that is a Foreign Subsidiary, the Obligations of Foreign Loan Parties). The Administrative Agent shall notify the Revolving Lenders at least five Business Days prior to granting such consent and, if any Revolving Lender notifies the Administrative Agent within five Business Days that it is not permitted by applicable Requirements of Law or any of its organizational policies to make Revolving Loans to, or participate in request Letters of Credit or Swingline and Loans for the account of, the relevant Subsidiary, shall withhold such consent (which shall not be deemed to have been unreasonably withheld) or shall give such consent only upon effecting changes to the provisions of this Agreement as are contemplated hereunder by paragraph (c) of this Section 10.21 that will assure that such Revolving Lender is not required to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account of, such Subsidiary.
(b) So long as the principal of and interest on any Loans made to any Additional Borrower under this Agreement shall have been paid in full and all other obligations of such Additional Borrower under this Agreement (other than contingent indemnification obligations) shall have been fully performed, the Parent Borrower may, by not less than five Business Days’ prior notice delivering to the Administrative Agent (which shall promptly notify deliver counterparts thereof to each Lender) a duly executed notice and agreement in substantially the relevant Lenders thereof), terminate such Subsidiary’s status as form of Exhibit H-1 (an “Additional BorrowerBorrower Joinder Agreement”.
(c) In order ). As a condition to accommodate (i) the addition of a Subsidiary as an any Additional Borrower or (ii) extensions of joining this Agreement as a Borrower and becoming entitled to utilize the credit to an Additional Borrower, in each case, where one or more Revolving Lenders are legally able and willing to lend Revolving Loans to, and participate in Letters of Credit issued facilities provided for the account of, such Subsidiary, but other Revolving Lenders are not so able and willingherein, the Administrative Agent shall be permittedhave received such supporting resolutions, with the consent incumbency certificates, opinions of counsel and other documents or information that it may reasonably request and any information reasonably necessary for any Lender to satisfy its “know-your-customer” obligations as required by law. Promptly following receipt of the Parent executed Additional Borrower Joinder Agreement and the Required Lendersall such requested resolutions, to effect such changes to the provisions incumbency certificates, opinions of this Agreement as it reasonably believes are appropriate in order for such provisions to operate in a customary counsel and usual manner for “multiple-currency” syndicated lending agreements to a corporation and certain of its foreign subsidiaries, all with the intention of providing provisions for the Revolving Lenders who are so able and willing to extend credit to such Subsidiaries and for the other Revolving Lenders not to be required to do so. Prior to effecting any such changesdocuments or information, the Administrative Agent shall give notify the Company and the Lenders specifying the effective date upon which the Additional Borrower shall constitute a Borrower for purposes hereof, whereupon such Additional Borrower may request Letters of Credit and Loans hereunder on the terms and conditions set forth herein, and each of the parties agrees that such Additional Borrower otherwise shall be a Borrower for all Revolving Lenders at least five Business Days’ notice thereof and an opportunity to comment thereonpurposes of this Agreement.
Appears in 3 contracts
Sources: Credit Agreement (Unum Group), Credit Agreement (Unum Group), Credit Agreement (Unum Group)
Additional Borrowers. (a) The Parent Lead Borrower may at any time, with upon not less than 15 Business Days’ notice from the prior consent of Lead Borrower to the Administrative Agent (or such consent not to shorter period as may be unreasonably withheld or delayedagreed by the Administrative Agent in its sole discretion), add as a party to this Agreement designate any Wholly Owned Material Subsidiary to be an Additional Borrower. Upon satisfaction of the conditions specified in Section 5.3, such Subsidiary shall for all purposes be a party hereto as an Additional Borrower as fully as if it had executed and delivered this Agreement, and the Borrowers shall be jointly and severally liable for the Obligations (limited to, with respect to any Borrower that is a Foreign Subsidiary, Domestic Subsidiary of the Obligations of Foreign Loan Parties). The Administrative Agent shall notify the Revolving Lenders at least five Business Days prior Lead Borrower (an “Applicant Borrower”) as a Borrower to granting such consent and, if any Revolving Lender notifies the Administrative Agent within five Business Days that it is not permitted receive Loans hereunder by applicable Requirements of Law or any of its organizational policies to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account of, the relevant Subsidiary, shall withhold such consent (which shall not be deemed to have been unreasonably withheld) or shall give such consent only upon effecting changes to the provisions of this Agreement as are contemplated by paragraph (c) of this Section 10.21 that will assure that such Revolving Lender is not required to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account of, such Subsidiary.
(b) So long as the principal of and interest on any Loans made to any Additional Borrower under this Agreement shall have been paid in full and all other obligations of such Additional Borrower under this Agreement (other than contingent indemnification obligations) shall have been fully performed, the Parent Borrower may, by not less than five Business Days’ prior notice delivering to the Administrative Agent (which shall promptly notify deliver counterparts thereof to each Lender) a duly executed Borrower Request and Assumption Agreement. The parties hereto acknowledge and agree that prior to any Applicant Borrower becoming entitled to utilize the relevant credit facilities provided for herein the Administrative Agent and the Lenders thereof)shall have received such supporting resolutions, terminate such Subsidiary’s status as an “Additional Borrower”.
(c) In order to accommodate (i) the addition incumbency certificates, opinions of a Subsidiary as an Additional Borrower counsel and other documents or (ii) extensions of credit to an Additional Borrowerinformation, in each caseform and substance reasonably satisfactory to the Administrative Agent, where one or more Revolving Lenders are legally able and willing to lend Revolving Loans toas may be required by the Administrative Agent in its reasonable discretion, and participate in Letters Notes signed by such new Borrowers to the extent any Lenders so require and the Applicant Borrower shall have complied with the terms and conditions of Credit issued for Sections 6.11 and 6.13 as if such Applicant Borrower were a Restricted Subsidiary referenced therein. If the account ofAdministrative Agent agrees that an Applicant Borrower shall be entitled to receive such Loans hereunder, then promptly following receipt of all such Subsidiaryrequested resolutions, but incumbency certificates, opinions of counsel and other Revolving Lenders are not so able and willingdocuments or information, the Administrative Agent shall be permitted, with send Borrower Notice to the consent of the Parent Lead Borrower and the Required LendersLenders specifying the effective date upon which the Applicant Borrower shall constitute a Borrower for purposes hereof, whereupon each of the Lenders agrees to effect permit such changes Borrower to receive such Loans hereunder, on the provisions terms and conditions set forth herein, and each of the parties agrees that such Borrower otherwise shall be a Borrower for all purposes of this Agreement as it reasonably believes are appropriate in order for such provisions Agreement.
(b) The Lead Borrower may from time to operate in a customary and usual manner for “multiple-currency” syndicated lending agreements to a corporation and certain of its foreign subsidiariestime, all with the intention of providing provisions for the Revolving Lenders who are so able and willing to extend credit to such Subsidiaries and for the other Revolving Lenders upon not to be required to do so. Prior to effecting any such changes, the Administrative Agent shall give all Revolving Lenders at least five less than 15 Business Days’ notice thereof from the Lead Borrower to the Administrative Agent (or such shorter period as may be agreed by the Administrative Agent in its sole discretion), terminate a Borrower’s status as such, provided that there are no outstanding Loans payable by such Borrower, or other amounts payable by such Borrower on account of any Loans made to it, as of the effective date of such termination; provided, further no Borrower’s status shall be terminated as such until and an opportunity unless such Borrower satisfies the requirements of Sections 6.11 and 6.13 to comment thereonbecome a Guarantor as if such Borrower were the Restricted Subsidiary referenced therein. The Administrative Agent will promptly notify the Lenders of any such termination of a Borrower’s status.
Appears in 3 contracts
Sources: Credit Agreement (Performance Food Group Co), Credit Agreement (Performance Food Group Co), Credit Agreement (Performance Food Group Co)
Additional Borrowers. Other investment companies (a) The Parent Borrower may at any timeor series of investment companies), in addition to those Borrowers which are original signatories to this Agreement, may, with the prior consent written approval of all the Banks, become parties to this Agreement and be deemed Tranche A Borrowers or Tranche A Borrowers and Tranche B Borrowers, as applicable, in each case for all purposes of this Agreement by executing an instrument substantially in the form of Exhibit G hereto (with such changes therein may be approved by the Administrative Agent), which instrument shall (i) have attached to it a copy of this Agreement (as the same may have been amended) with a revised Allocation Notice reflecting the participation of such additional investment company and (ii) be accompanied by the documents and instruments required to be delivered by the Borrowers pursuant to Section 3.1 hereof, including, without limitation, an opinion of counsel for such Borrower, in a form reasonably satisfactory to the Administrative Agent and its counsel; provided, that the joinder of any Additional Borrower shall be effective no earlier than five (5) Business Days following receipt by the Banks of such documents and information requested by the Administrative Agent or any Bank that are reasonably required in order to comply with “know-your-customer” and other anti-terrorism, anti-money laundering and similar rules and regulations, including without limitation the USA PATRIOT Act; and provided, further, that no such Additional Borrower shall be added unless each Bank consents, except that (A) to the extent an existing Borrower converts to a “master/feeder” structure, no consent not shall be required for the master trust in such structure to become a Borrower hereunder after such conversion, provided the converting Borrower ceases to be unreasonably withheld a Borrower hereunder on or delayedprior to such conversion and provided that such master trust is formed under the laws of a State in the United States and (B) to the extent that an existing Borrower which is a “master trust” is merged into (or transfers all or substantially all of its assets and liabilities to) its feeder fund (the “Former Feeder Fund”), add as no consent shall be required for such Former Feeder Fund to become a party to this Agreement any Wholly Owned Subsidiary to be an Additional Borrower. Upon satisfaction Borrower if in connection with such merger or transfer such Former Feeder Fund shall hold all or substantially all the assets and liabilities of the conditions specified in Section 5.3prior master trust, such Subsidiary Former Feeder Fund is formed under the laws of a State in the United States and, prior to such merger or transfer, such Former Feeder Fund shall for all purposes be a party hereto as have no Debt. The Joinder pursuant to which an Additional Borrower as fully as if it had executed and delivered this Agreement, and the Borrowers shall be jointly and severally liable for the Obligations (limited to, with respect to any Borrower that is becomes a Foreign Subsidiary, the Obligations of Foreign Loan Parties). The Administrative Agent shall notify the Revolving Lenders at least five Business Days prior to granting such consent and, if any Revolving Lender notifies the Administrative Agent within five Business Days that it is not permitted by applicable Requirements of Law or any of its organizational policies to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account of, the relevant Subsidiary, shall withhold such consent (which shall not be deemed to have been unreasonably withheld) or shall give such consent only upon effecting changes to the provisions of this Agreement as are contemplated by paragraph (c) of this Section 10.21 that will assure that such Revolving Lender is not required to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account of, such Subsidiary.
(b) So long as the principal of and interest on any Loans made to any Additional Borrower under this Agreement shall have been paid specify whether such Additional Borrower is a Tranche A Borrower or a Tranche A Borrower and a Tranche B Borrower. Additional Borrowers may be added to this Agreement only once per each calendar quarter. Each new Borrower added to the Credit Facility after the addition of five (5) new Borrowers shall pay a new Borrower’s fee in full and all other obligations the amount of $1,500 to the Administrative Agent, provided that the Administrative Agent may, in its sole discretion, waive the requirement to pay such fee. To the extent that the Banks deem that the Permitted Asset Coverage Ratio is insufficient with respect to any Additional Borrower, the Joinder in which such Additional Borrower becomes a Borrower may, with the agreement of such Additional Borrower under and each Bank, contain language amending this Agreement (other than contingent indemnification obligations) shall have been fully performed, the Parent Borrower may, by not less than five Business Days’ prior notice to the Administrative Agent (which shall promptly notify the relevant Lenders thereof), terminate provide for a different Permitted Asset Coverage Ratio with respect to such Subsidiary’s status as an “Additional Borrower”.
(c) In order to accommodate (i) the addition of a Subsidiary as an Additional Borrower or (ii) extensions of credit to an Additional Borrower, in each case, where one or more Revolving Lenders are legally able and willing to lend Revolving Loans to, and participate in Letters of Credit issued for the account of, such Subsidiary, but other Revolving Lenders are not so able and willing, the Administrative Agent shall be permitted, with the consent of the Parent Borrower and the Required Lenders, to effect such changes to the provisions of this Agreement as it reasonably believes are appropriate in order for such provisions to operate in a customary and usual manner for “multiple-currency” syndicated lending agreements to a corporation and certain of its foreign subsidiaries, all with the intention of providing provisions for the Revolving Lenders who are so able and willing to extend credit to such Subsidiaries and for the other Revolving Lenders not to be required to do so. Prior to effecting any such changes, the Administrative Agent shall give all Revolving Lenders at least five Business Days’ notice thereof and an opportunity to comment thereon.
Appears in 3 contracts
Sources: Credit Agreement (BlackRock Series Fund, Inc.), Credit Agreement (BlackRock Series Fund II, Inc.), Credit Agreement (BlackRock Series Fund II, Inc.)
Additional Borrowers. (a) The Notwithstanding anything in Section 13.1 to the contrary, following the Closing Date, the Parent Borrower may at any time, with request that one or more of its Subsidiaries that is a Wholly-Owned Restricted Subsidiary and that is a U.S. Subsidiary be added as an additional Borrower (the prior consent of “Additional Revolving Borrower”) under the Revolving Credit Facility by delivering to the Administrative Agent (such consent not to be unreasonably withheld or delayed), add as a party to this Agreement any Wholly Owned Subsidiary to be an Additional Borrower Agreement executed by such Subsidiary and the Parent Borrower. Upon satisfaction of the conditions specified in Section 5.3, such Such Subsidiary shall for all purposes of this Agreement be a party hereto Borrower hereunder no earlier than the latest of (i) ten (10) Business Days (or such shorter period as an the Administrative Agent may in its discretion agree) after delivery of such Additional Borrower as fully as if it had executed and delivered this Agreement, ; (ii) ten (10) Business Days after receipt by the Lenders and the Borrowers shall be jointly and severally liable for the Obligations (limited to, with respect to any Borrower that is a Foreign Subsidiary, the Obligations of Foreign Loan Parties). The Administrative Agent shall notify of such documentation and other information reasonably requested by the Lenders or the Administrative Agent for purposes of complying with all necessary “know your customer” or other similar checks under all applicable laws and regulations provided that there has been no written objection submitted by any of the Revolving Credit Lenders at least five Business Days prior to granting such consent and, if any Revolving Lender notifies or the Administrative Agent within five ten (10) Business Days that it of the date of receipt of such documentation and other information; and (iii) if the applicable Additional Revolving Borrower is not permitted by applicable Requirements of Law organized or any of its organizational policies to make Revolving Loans toincorporated in or under the laws of, or participate for applicable Tax purposes is resident of or treated as engaged in Letters a trade or business in, any jurisdiction other than a jurisdiction in or under the laws of Credit which at least one then-existing Borrower is organized or Swingline Loans for incorporated as of the account ofdate the Additional Borrower Agreement is delivered to the Administrative Agent, the relevant Subsidiarydate of the effectiveness of an amendment of this Agreement, which amendment must be as mutually agreed by the Administrative Agent, the Parent Borrower, such Additional Revolving Borrower and each affected Lender (including any amendment to applicable Tax provisions); provided that (x) each Additional Revolving Borrower shall withhold also be a Guarantor and (y) the Administrative Agent shall have received (A) all documents, updated schedules, instruments, certificates and agreements, and all other actions and information, then required by or in respect of such consent Additional Revolving Borrower by Section 9.11 or by the Security Documents (which shall not be deemed without giving effect to have been unreasonably withheldany grace periods for delivery of such items, the updating of such information or the taking of such actions) or shall give such consent only upon effecting changes and (B) documentation reasonably satisfactory to the provisions Administrative Agent pursuant to which each then-existing Borrower and Guarantor unconditionally Guarantees the Borrowings of the Additional Revolving Borrower on terms substantially consistent with the Guarantors’ Guarantee of the Parent Borrower’s obligations hereunder. Any obligations in respect of borrowings by any Borrower under this Agreement will constitute “Obligations” for all purposes of the Credit Documents. Promptly following receipt of any Additional Borrower Agreement, the Administrative Agent shall send a copy thereof to each Lender. As set forth in Section 1.13, the foregoing procedures shall apply (mutatis mutandis) with respect to the addition of a “borrower” with respect to New Term Loans and New Term Loan Commitments, substituting such New Term Loan Lender and the Administrative Agent as are contemplated by paragraph (c) the applicable consent parties for purposes of this Section 10.21 that will assure that such Revolving Lender is not required to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account of, such Subsidiary“know your customer” and similar checks.
(b) So long as the principal of and interest on any Loans made to any Additional Borrower under this Agreement shall have been paid in full and all other obligations of such Additional Borrower under this Agreement (other than contingent indemnification obligations) shall have been fully performed, Each Credit Party hereby irrevocably appoints the Parent Borrower mayas the borrowing agent and attorney-in-fact for the Credit Parties, which appointment shall remain in full force and effect unless and until the Administrative Agent shall have received prior written notice signed by not less than five Business Days’ prior notice all of the Credit Parties that such appointment has been revoked and that another Borrower has been appointed in such capacity. Each Credit Party hereby irrevocably appoints and authorizes the Parent Borrower (or its successor) (i) to provide to the Administrative Agent (which shall promptly notify and the relevant Lenders thereof), terminate such Subsidiary’s status as an “Additional Borrower”.
(c) In order and receive from the Administrative Agent and the Lenders all notices with respect to accommodate (i) Loans or Letters of Credit obtained for the addition benefit of a Subsidiary as an Additional any Borrower or any other Restricted Subsidiary and all other notices and instructions under this Agreement and (ii) extensions of credit to an Additional Borrower, in each case, where one or more Revolving Lenders are legally able and willing to lend Revolving Loans to, and participate in Letters of Credit issued for the account of, take such Subsidiary, but other Revolving Lenders are not so able and willing, the Administrative Agent shall be permitted, with the consent of action as the Parent Borrower deems appropriate on its behalf to obtain Loans and to exercise such other powers as are reasonably incidental thereto to carry out the Required Lenders, to effect such changes to the provisions purposes of this Agreement as it reasonably believes are appropriate in order for such provisions to operate in a customary and usual manner for “multiple-currency” syndicated lending agreements to a corporation and certain of its foreign subsidiaries, all with the intention of providing provisions for the Revolving Lenders who are so able and willing to extend credit to such Subsidiaries and for the other Revolving Lenders not to be required to do so. Prior to effecting any such changes, the Administrative Agent shall give all Revolving Lenders at least five Business Days’ notice thereof and an opportunity to comment thereonAgreement.
Appears in 3 contracts
Sources: Credit Agreement (Mirion Technologies, Inc.), Credit Agreement (Mirion Technologies, Inc.), Credit Agreement (Mirion Technologies, Inc.)
Additional Borrowers. (a) The Parent Borrower may at designate any timewholly-owned Restricted Subsidiary as a Borrower under any Revolving Commitments or any Incremental Facility from time to time (an “Additional Borrower”); provided that such Borrower (i) is incorporated or formed in a jurisdiction in which any other current Borrower is incorporated or formed, with the prior consent of the Administrative Agent (such consent not ii) is incorporated or formed in Canada (each jurisdiction referred to be unreasonably withheld or delayedin clauses (i) and (ii), add as an “Approved Jurisdiction”) or (iii) is incorporated or formed in such other jurisdiction which shall be reasonably acceptable to each applicable Lender. Such wholly-owned Restricted Subsidiary shall become an Additional Borrower and a party to this Agreement any Wholly Owned Subsidiary by delivering to be an Additional Borrower. Upon satisfaction of the conditions specified in Section 5.3, such Subsidiary shall for all purposes be a party hereto as Administrative Agent an Additional Borrower as fully as if it had executed and delivered this AgreementJoinder, and all references to the Borrowers “Borrowers” shall be jointly and severally liable for also include such Additional Borrower, as applicable, upon (a) the Obligations (limited to, with respect to any Borrower that is a Foreign Subsidiary, the Obligations of Foreign Loan Parties). The Administrative Agent shall notify the Revolving Lenders at least five Business Days prior to granting such consent and, if any Revolving Lender notifies receipt by the Administrative Agent within five Business Days of (x) documentation consistent in scope with the documentation delivered, as applicable, in respect of the Parent Borrower on the Closing Date and (y) a certificate from the Parent Borrower and such Additional Borrower certifying that it is not permitted by applicable Requirements as of Law or any the date of its organizational policies to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account ofsuch joinder, the relevant Subsidiary, shall withhold such consent (which shall not be deemed to have been unreasonably withheldconditions set forth in Section 4.02(a) or shall give such consent only upon effecting changes to the provisions of this Agreement as are contemplated by paragraph (c) of this Section 10.21 that will assure that such Revolving Lender is not required to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account of, such Subsidiary.
and (b) So long shall be met as if a Borrowing were to occur on such date and (b) the principal of and interest on any Loans made to any Additional Borrower under this Agreement shall have been paid in full and all other obligations of such Additional Borrower under this Agreement Lenders being provided with thirty (other than contingent indemnification obligations30) shall have been fully performed, the Parent Borrower may, by not less than five Business Days’ prior notice to (or such shorter period of time as the Administrative Agent shall reasonably agree) of any Additional Borrower being proposed to be added pursuant to this Section 10.19 (which shall promptly notify and the relevant applicable Lenders thereof)shall, terminate such Subsidiary’s status as an “Additional Borrower”.
(c) In order to accommodate (i) in the addition case of a Subsidiary jurisdiction referred to in clause (iii) above, respond to the Parent Borrower as an promptly as practicable after receipt of such notice; it being understood that any Lender’s failure to so respond shall be deemed to constitute the objection of such Lender to the jurisdiction of such proposed Additional Borrower or under clause (ii) extensions iii)). In connection with the joinder of credit to an Additional Borrower, this Agreement may be amended as necessary or appropriate, in each case, where one or more Revolving Lenders are legally able and willing to lend Revolving Loans to, and participate in Letters the reasonable opinion of Credit issued for the account of, such Subsidiary, but other Revolving Lenders are not so able and willing, the Administrative Agent shall and the Parent Borrower to effect the provisions of or be permittedconsistent with this Section 10.19. Notwithstanding any other provision of this Agreement to the contrary (including Section 10.02), any such deemed amendment may be memorialized in writing by the Administrative Agent with the Parent Borrower’s consent, but without the consent of the Parent Borrower any other Lenders (other than with respect to such Lender’s approval of an Additional Borrower’s jurisdiction of incorporation or formation as set forth above), and the Required Lenders, to effect such changes furnished to the provisions of this Agreement as it reasonably believes are appropriate in order for such provisions to operate in a customary and usual manner for “multiple-currency” syndicated lending agreements to a corporation and certain of its foreign subsidiaries, all with the intention of providing provisions for the Revolving Lenders who are so able and willing to extend credit to such Subsidiaries and for the other Revolving Lenders not to be required to do so. Prior to effecting any such changes, the Administrative Agent shall give all Revolving Lenders at least five Business Days’ notice thereof and an opportunity to comment thereonparties hereto.
Appears in 3 contracts
Sources: Master Amendment (Krispy Kreme, Inc.), Credit Agreement (Krispy Kreme, Inc.), Credit Agreement (Krispy Kreme, Inc.)
Additional Borrowers. (a) The Notwithstanding anything in Section 11.01 to the contrary, following the Closing Date, the Parent Borrower may at any time, with add one or more of its Foreign Subsidiaries that is a Wholly Owned Subsidiary as an additional Foreign Borrower under the prior consent of Limited Currency Revolving Facility or Multicurrency Revolving Facility by delivering to the Administrative Agent a Foreign Borrower Agreement executed by such Subsidiary and the Parent Borrower. After (i) five Business Days have elapsed after such consent not delivery and (ii) receipt by each Lender and the Administrative Agent of such documentation and other information reasonably requested by such Lender or the Administrative Agent, as the case may be (which documentation and information shall be reasonably satisfactory to be unreasonably withheld or delayedsuch Lender), add as a party to this Agreement any Wholly Owned Subsidiary to be an Additional Borrower. Upon satisfaction for purposes of the conditions specified in Section 5.3complying with all necessary “know your customer” or other similar checks under all applicable laws and regulations, such Foreign Subsidiary shall for all purposes of this Credit Agreement be a party hereto Foreign Borrower hereunder; provided that each Foreign Borrower shall also be a Foreign Guarantor. Any obligations in respect of borrowings by any Foreign Subsidiary under the Credit Agreement will constitute “Obligations,” “Foreign Obligations” and “Secured Obligations” for all purposes of the Credit Documents. If the applicable additional Foreign Borrower is organized or incorporated under the laws of, or for applicable Tax purposes is resident of or treated as engaged in a trade or business in, or having a paying agent in, any jurisdiction other than a jurisdiction under the laws of which at least one of the then-existing Borrowers is organized or incorporated on the date such Foreign Borrower Agreement is delivered to the Applicable Agent, as a condition to adding such Foreign Borrower, there shall be an Additional Borrower as fully as if it had executed and delivered amendment to the Credit Documents (including, without limitation, to Section 3.01 of this Agreement, Credit Agreement and the Borrowers shall be jointly and severally liable for the Obligations (limited to, with respect to any Borrower that is a Foreign Subsidiary, the Obligations definition of Foreign Loan Parties“Excluded Taxes”). The Administrative Agent shall notify the Revolving Lenders at least five Business Days prior to granting such consent and, if any Revolving Lender notifies such amendment is reasonably necessary or appropriate as mutually determined by the Administrative Agent within five Business Days that it is not permitted and Parent Borrower which amendment must be as mutually agreed by applicable Requirements of Law or any of its organizational policies to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account of, the relevant Subsidiary, shall withhold such consent (which shall not be deemed to have been unreasonably withheld) or shall give such consent only upon effecting changes to the provisions of this Agreement as are contemplated by paragraph (c) of this Section 10.21 that will assure that such Revolving Lender is not required to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account of, such Subsidiary.
(b) So long as the principal of and interest on any Loans made to any Additional Borrower under this Agreement shall have been paid in full and all other obligations of such Additional Borrower under this Agreement (other than contingent indemnification obligations) shall have been fully performedAdministrative Agent, the Parent Borrower, the applicable additional Foreign Borrower may, and each Limited Currency Revolving Lender and/or Multicurrency Revolving Lender (as applicable) (provided that no such amendment shall materially adversely affect the rights of any Lender that has not consented to such amendment). Upon the execution by not less than five Business Days’ prior notice the Parent Borrower and a Foreign Borrower and delivery to the Administrative Agent of a Foreign Borrower Termination with respect to such Foreign Borrower, such Foreign Borrower shall cease to be a Foreign Borrower and a party to this Credit Agreement; provided that no Foreign Borrower Termination will become effective as to any Foreign Borrower (which shall promptly notify the relevant Lenders thereof), other than to terminate such SubsidiaryForeign Borrower’s status as an “Additional Borrower”.
(cright to make further Borrowings under this Credit Agreement) In order to accommodate (i) the addition of at a Subsidiary as an Additional Borrower or (ii) extensions of credit to an Additional Borrower, in each case, where one or more Revolving Lenders are legally able and willing to lend Revolving Loans time when any Loan to, and participate in Letters B/A on behalf of, or Letter of Credit issued for the account of, to such Subsidiary, but other Revolving Lenders are not so able and willingForeign Borrower shall be outstanding hereunder. Promptly following receipt of any Foreign Borrower Agreement or Foreign Borrower Termination, the Administrative Agent shall send a copy thereof to each Lender. Notwithstanding the foregoing, no such Foreign Subsidiary may become a Foreign Borrower if any Limited Currency Revolving Lender or Multicurrency Revolving Lender would be permitted, with the consent of the Parent Borrower and the Required Lenders, to effect such changes to the provisions of this Agreement as it reasonably believes are appropriate in order for such provisions to operate in a customary and usual manner for “multiple-currency” syndicated lending agreements to a corporation and certain of its foreign subsidiaries, all with the intention of providing provisions for the Revolving Lenders who are so able and willing to extend credit prohibited by applicable Law from making loans to such Subsidiaries and for the other Revolving Lenders not to be required to do so. Prior to effecting any such changes, the Administrative Agent shall give all Revolving Lenders at least five Business Days’ notice thereof and an opportunity to comment thereonForeign Subsidiary.
Appears in 3 contracts
Sources: Credit Agreement (Live Nation Entertainment, Inc.), Credit Agreement (Live Nation Entertainment, Inc.), Credit Agreement (Live Nation Entertainment, Inc.)
Additional Borrowers. (a) The Parent Notwithstanding anything in Section 10.8 to the contrary, following the Closing Date, the Borrower may request that one or more of its subsidiaries that is a wholly-owned Restricted Subsidiary be added as an additional borrower (the “Additional Borrower”) by delivering to the Administrative Agent an Additional Borrower Agreement executed by such subsidiary and the Borrower. Such subsidiary shall for all purposes of this Agreement be a borrower hereunder no earlier than the latest of (i) ten (10) Business Days (or such shorter period as the Administrative Agent may in its discretion agree) after delivery of such Additional Borrower Agreement; (ii) ten (10) Business Days after receipt by the Lenders and the Administrative Agent of such documentation and other information reasonably requested by the Lenders or the Administrative Agent for purposes of complying with all necessary “know your customer” or other similar checks under all applicable laws and regulations provided that there has been no written objection to the Additional Borrower becoming an additional borrower submitted by any of the Lenders or the Administrative Agent within ten (10) Business Days of the date of receipt of such documentation and other information; and (iii) if the applicable Additional Borrower is organized or incorporated in or under the laws of, or for applicable Tax purposes is resident of or treated as engaged in a trade or business in, any jurisdiction other a jurisdiction in or under the laws of which at least one then-existing Borrower is organized or incorporated as of the date the Additional Borrower Agreement is delivered to the Administrative Agent, the date of the effectiveness of any time, with the prior consent amendment of this Agreement determined to be reasonably required by the Administrative Agent (after consultation with the Requisite Lenders) and the Borrower, which amendment must be as mutually agreed by the Administrative Agent, the Borrower, such consent not to Additional Borrower and the Requisite Lenders (including, without limitation, Section 2.17 and the definition of “Excluded Taxes” and whether a carve out for any “day one” Taxes is appropriate); provided that (w) each Additional Borrower shall also be unreasonably withheld or delayed)a Guarantor, add (x) as a party to this Agreement any Wholly Owned Subsidiary to be an result of the designation of the Additional Borrower. Upon satisfaction of the conditions specified in Section 5.3, such Subsidiary no Guarantor shall for all purposes be a party hereto treated as an Additional Borrower as fully as if it had executed and delivered this AgreementExcluded Subsidiary pursuant to clause (d) of such definition, and (y) the Borrowers shall be jointly and severally liable for the Obligations (limited to, with respect to any Borrower that is a Foreign Subsidiary, the Obligations of Foreign Loan Parties). The Administrative Agent shall notify not have received any notice from any Lender that the Revolving Lenders at least five Business Days prior extension of credit to granting such consent andAdditional Borrower shall contravene any law, if any Revolving rule or regulation applicable to such Lender notifies and (z) the jurisdiction of organization of the Additional Borrower shall be acceptable to the Administrative Agent within five Business Days that and the Requisite Lenders if it is not permitted a Permitted Jurisdiction. Any obligations in respect of borrowings by applicable Requirements of Law or any of its organizational policies to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account of, the relevant Subsidiary, shall withhold such consent (which shall not be deemed to have been unreasonably withheld) or shall give such consent only upon effecting changes to the provisions of this Agreement as are contemplated by paragraph (c) of this Section 10.21 that will assure that such Revolving Lender is not required to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account of, such Subsidiary.
(b) So long as the principal of and interest on any Loans made to any Additional Borrower under this Agreement will constitute “Obligations” for all purposes of the Credit Documents. Promptly following receipt of any Additional Borrower Agreement the Administrative Agent shall send a copy thereof to each Lender.
(b) Each Additional Borrower hereby irrevocably appoints the Borrower as the borrowing agent and attorney-in-fact for the Additional Borrowers, which appointment shall remain in full force and effect unless and until the Administrative Agent shall have received prior written notice signed by all of the Additional Borrowers that such appointment has been paid revoked and that another Person has been appointed in full such capacity. Each Additional Borrower hereby irrevocably appoints and authorizes the Borrower (or its successor) (i) to provide to the Administrative Agent and the Lenders and receive from the Administrative Agent and the Lenders all notices with respect to Loans obtained for the benefit of any Additional Borrower and all other obligations of such Additional Borrower notices and instructions under this Agreement and (ii) to take such action as the Borrower deems appropriate on its behalf to obtain Loans and to exercise such other than contingent indemnification obligationspowers as are reasonably incidental thereto to carry out the purposes of this Agreement.
(c) shall have been fully performedThe Borrower may from time to time, the Parent Borrower may, by upon not less than five three Business Days’ prior notice from the Borrower to the Administrative Agent (which shall or such shorter period as may be agreed by the Administrative Agent in its reasonable discretion), terminate an Additional Borrower’s status as such, provided that there are no outstanding Loans payable by such Additional Borrower, or other amounts payable by such Additional Borrower on account of any Loans made to it, as of the effective date of such termination. The Administrative Agent will promptly notify the relevant Lenders thereof), terminate of any such Subsidiary’s status as an “Additional Borrower”.
(c) In order to accommodate (i) the addition termination of a Subsidiary as an Additional Borrower or (ii) extensions of credit to an Additional Borrower, in each case, where one or more Revolving Lenders are legally able and willing to lend Revolving Loans to, and participate in Letters of Credit issued for the account of, such Subsidiary, but other Revolving Lenders are not so able and willing, the Administrative Agent shall be permitted, with the consent of the Parent Borrower and the Required Lenders, to effect such changes to the provisions of this Agreement as it reasonably believes are appropriate in order for such provisions to operate in a customary and usual manner for “multiple-currency” syndicated lending agreements to a corporation and certain of its foreign subsidiaries, all with the intention of providing provisions for the Revolving Lenders who are so able and willing to extend credit to such Subsidiaries and for the other Revolving Lenders not to be required to do so. Prior to effecting any such changes, the Administrative Agent shall give all Revolving Lenders at least five Business Days’ notice thereof and an opportunity to comment thereon’s status.
Appears in 3 contracts
Sources: Credit and Guaranty Agreement (Concordia International Corp.), Credit and Guaranty Agreement (Concordia International Corp.), Credit and Guaranty Agreement
Additional Borrowers. (a) The Parent Borrower Company may at from time to time upon not less than ten (10) Business Days’ notice cause any timeEligible Subsidiary to become eligible to borrow under Section 2.01 by delivering to the Administrative Agent an Election to Participate with respect to such Eligible Subsidiary. Following the delivery of an Election to Participate, if such election obligates the Administrative Agent or any Bank to comply with “know your customer” or similar identification procedures in circumstances where the prior consent necessary information is not already available to it, the Company shall, promptly upon the request of the Administrative Agent (or any Bank, supply such consent not documentation and other evidence as is reasonably requested by the Administrative Agent or any Bank in order for the Administrative Agent or such Bank to carry out and be unreasonably withheld satisfied it has complied with the results of all necessary “know your customer” or delayed)other similar checks under all applicable laws and regulations, add including, a Beneficial Ownership Certification in relation to any such Eligible Borrower to the extent such Eligible Borrower qualifies as a party “legal entity customer” under the Beneficial Ownership Regulation. The eligibility of any such Eligible Borrower to this Agreement any Wholly Owned Subsidiary borrow under said Sections shall terminate (x) when the Administrative Agent receives an Election to be an Additional Borrower. Upon satisfaction of the conditions specified in Section 5.3, such Subsidiary shall for all purposes be a party hereto as an Additional Borrower as fully as if it had executed and delivered this Agreement, and the Borrowers shall be jointly and severally liable for the Obligations (limited to, Terminate with respect to such Eligible Borrower or (y) upon a change (such change, a “Change in Jurisdiction”) in the jurisdiction of organization or formation of such Eligible Borrower (other than a change from one State of the United States to another State of the United States); provided that the Company may at any time after such termination, subject to compliance with this Section 2.18 (assuming that such Eligible Borrower that is was an Eligible Subsidiary for purposes of the fourth paragraph hereof) and Section 3.03, cause such Eligible Borrower to become eligible to borrow under Section 2.01 by delivering to the Administrative Agent an Election to Participate with respect to such Eligible Borrower. Each Election to Participate delivered to the Administrative Agent shall be duly executed on behalf of the relevant Eligible Subsidiary and the Company, and each Election to Terminate delivered to the Administrative Agent shall be duly executed on behalf of the Company. The delivery of an Election to Terminate with respect to an Eligible Borrower or a Foreign Subsidiary, Change in Jurisdiction of an Eligible Borrower shall not affect any obligation of the Obligations of Foreign Loan Parties)relevant Eligible Borrower theretofore incurred. The Administrative Agent shall notify promptly (i) give notice to the Revolving Lenders at least five Business Days prior Banks of its receipt of any Election to granting Participate, Election to Terminate or notice of a change in the jurisdiction of organization or formation of an Eligible Borrower pursuant to Section 5.01(j) and (ii) provide such consent andElection to Participate or Election to Terminate to each Bank. Any Bank may, if any Revolving Lender notifies with notice to the Administrative Agent within five Business Days that it is and the Company, fulfill its Commitment to any Eligible Borrower not permitted by applicable Requirements organized under the laws of Law the United States or any State thereof by causing an Affiliate of such Bank to act as the Bank in respect of such Eligible Borrower; provided that, for all purposes of voting or consenting with respect to (a) any amendment, supplementation or modification of any Loan Document, (b) any waiver of any requirements of any Loan Document or any Default or Event of Default and its organizational policies to make Revolving Loans toconsequences, or participate in Letters (c) any other matter as to which a Bank may vote or consent pursuant to Section 11.06 of Credit or Swingline Loans for the account ofthis Agreement, the relevant SubsidiaryBank making such election shall be deemed the “Person” rather than such Affiliate, shall withhold such consent (which shall not be deemed entitled to have been unreasonably withheld) vote or shall give such consent only upon effecting changes consent. As soon as practicable after receiving notice from the Company or the Administrative Agent of the Company’s intent to designate any Eligible Subsidiary that is not organized under the laws of the United States or any State thereof as a Borrower, and in any event within two Business Days after the delivery of an executed Election to Participate to the provisions of this Agreement as are contemplated by paragraph (c) of Administrative Agent pursuant to this Section 10.21 2.18(a) with respect to such Eligible Subsidiary, any Bank that will assure that such Revolving Lender is not required to make Revolving Loans prohibited by law or by any bona fide policy of general applicability from lending to, or participate in Letters of Credit or Swingline Loans establishing credit for the account ofof and/or doing any business whatsoever with Persons in the jurisdiction of such Eligible Subsidiary directly or through an Affiliate of such Bank as provided in the immediately preceding paragraph (a “Protesting Bank”) shall so notify the Company and the Administrative Agent in writing. With respect to each Protesting Bank, the Company shall, effective on or before the date that such SubsidiaryEligible Borrower shall have the right to borrow hereunder, either (A) notify the Administrative Agent and such Protesting Bank that the Commitments of such Protesting Bank shall be terminated; provided that such Protesting Bank shall have received payment of an amount equal to the outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder (notwithstanding any provision herein providing that such amounts shall be applied to the Banks ratably), or (B) cancel its request to designate such Eligible Subsidiary as an “Eligible Borrower” hereunder.
(b) So long as the principal If (i) an Eligible Borrower at any time ceases to be an Eligible Borrower (by reason of and interest on any Loans made an Election to any Additional Borrower under this Agreement shall have been paid in full and all other obligations of such Additional Borrower under this Agreement (other than contingent indemnification obligations) shall have been fully performed, the Parent Borrower may, by not less than five Business Days’ prior notice Terminate being delivered to the Administrative Agent (which shall promptly notify Agent, by reason of an Eligible Subsidiary no longer being a Wholly-Owned Consolidated Subsidiary of the relevant Lenders thereof)Parent, terminate such Subsidiary’s status as an “Additional Borrower”.
(c) In order to accommodate (i) the addition by reason of a Subsidiary as Change in Jurisdiction of an Additional Eligible Borrower or otherwise) or (ii) extensions an Event of credit Default specified in Section 6.01(g) or Section 6.01(h) occurs with respect to an Additional Eligible Borrower, in each case, where one or more Revolving Lenders are legally able and willing to lend Revolving Loans to, and participate in Letters of Credit issued for the account of, such Subsidiary, but other Revolving Lenders are not so able and willing, the Administrative Agent shall be permitted, with the consent of the Parent Borrower and the Required Lenders, to effect such changes to the provisions of this Agreement as it reasonably believes are appropriate in order for such provisions to operate in a customary and usual manner for “multiple-currency” syndicated lending agreements to a corporation and certain of its foreign subsidiaries, all with the intention of providing provisions for the Revolving Lenders who are so able and willing to extend credit to such Subsidiaries and for the other Revolving Lenders not to be required to do so. Prior to effecting any such changes, the Administrative Agent shall give all Revolving Lenders at least five Business Days’ notice thereof and an opportunity to comment thereon.:
Appears in 3 contracts
Sources: Revolving Credit Agreement (Eaton Corp PLC), 364 Day Revolving Credit Agreement (Eaton Corp PLC), 364 Day Revolving Credit Agreement (Eaton Corp PLC)
Additional Borrowers. Holdings may from time to time request that (ax) The Parent Borrower may at any timeone or more additional Domestic Subsidiaries be added as Borrowers under the Term A Facility, with a Term B Facility and the prior consent Revolving Credit Facility and/or (y) one or more additional Foreign Subsidiaries be added as Borrowers under the Revolving Credit Facility, in each case, which request shall be subject to the approval of the Administrative Agent and each of the Term A Lenders, Term B Lenders and Revolving Credit Lenders (in the case of such Domestic Subsidiaries) or the Administrative Agent and each of the Revolving Credit Lenders (in the case of such Foreign Subsidiaries). If (1) the Administrative Agent and all Term A Lenders. Term B Lenders and Revolving Credit Lenders consent not to the addition of such Domestic Subsidiary as a Term A Borrower under the Term A Facility, as a Term B Borrower under a Term B Facility and a Revolving Credit Borrower under the Revolving Credit Facility and (2) the Administrative Agent and all Revolving Credit Lenders consent to the addition of such Foreign Subsidiary as a Revolving Credit Borrower under the Revolving Credit Facility, in each case, such Subsidiary shall be required to execute and deliver to the Administrative Agent a Borrower Joinder Agreement and shall take all action in connection therewith (a) if such Borrower is a Domestic Subsidiary, as would otherwise have been required to cause the Collateral and Guaranty Requirements and the requirements set forth in Section 6.11 to be unreasonably withheld or delayedsatisfied as if such Subsidiary had been a Loan Party on the Restatement Date and (b) if such Borrower is a Foreign Subsidiary, as are deemed reasonably necessary by the Administrative Agent to provide that the Obligations of such additional Borrower be, to the extent permitted by law, guaranteed and secured on terms no less favorable than those contained in the Collateral and Guaranty Requirements and, in the case of each of clauses (a) and (b), add shall deliver to the Administrative Agent such Organization Documents, resolutions, certificates, legal opinions, lien searches and other information (including information to allow the Administrative Agent and the Lenders to comply with applicable “know your customer” and anti-money laundering rules and regulations, including the Act) and documents as the Administrative Agent shall reasonably request. Any Subsidiary that becomes a party to this Agreement any Wholly Owned Subsidiary pursuant to this Section 1.09 shall thereupon be an Additional Borrower. Upon satisfaction of the conditions specified in Section 5.3, such Subsidiary shall deemed for all purposes to be a party hereto Revolving Credit Borrower under the Revolving Credit Facility hereunder and/or a Term A Borrower under the Term A Facility hereunder, and/or a Term B Borrower under a Term B Facility hereunder as an Additional applicable. Notwithstanding anything in Section 11.01(a) to the contrary, each Borrower as fully as if it had executed and delivered Joinder Agreement may, without the consent of any other Lenders (but subject to the approval by the Lenders to the addition of such U.S. Borrower or the approval by the Revolving Credit Lenders to the addition of such Foreign Borrower), effect such amendments to this Agreement, Agreement and the Borrowers shall other Loan Documents (which may take the form of amendments and restatements) as may be jointly and severally liable for necessary or appropriate, in the Obligations (limited to, with respect to any Borrower that is a Foreign Subsidiary, the Obligations opinion of Foreign Loan Parties). The Administrative Agent shall notify the Revolving Lenders at least five Business Days prior to granting such consent and, if any Revolving Lender notifies the Administrative Agent within five Business Days that it is not permitted by applicable Requirements of Law or any of its organizational policies Agent, to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account of, the relevant Subsidiary, shall withhold such consent (which shall not be deemed to have been unreasonably withheld) or shall give such consent only upon effecting changes to effect the provisions of this Agreement as are contemplated by paragraph (c) Section 1.09, including, in the case of this Section 10.21 that will assure that such Revolving Lender is not required to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account of, such Subsidiary.
(b) So long as the principal of and interest on any Loans made to any Additional Borrower under this Agreement shall have been paid in full and all other obligations of such Additional Borrower under this Agreement (other than contingent indemnification obligations) shall have been fully performed, the Parent Borrower may, by not less than five Business Days’ prior notice to the Administrative Agent (which shall promptly notify the relevant Lenders thereof), terminate such Subsidiary’s status as an “Additional Borrower”.
(c) In order to accommodate (i) the addition of a Subsidiary as an Additional Borrower or (ii) extensions of credit to an Additional Foreign Borrower, amendments limiting the amount available to be borrowed by such Foreign Borrower and any other Foreign Borrower organized in each casethe same jurisdiction (it being understood that entities formed under the laws of different states, where one provinces or more Revolving Lenders are legally able and willing to lend Revolving Loans to, and participate in Letters other localities of Credit issued for the account of, such Subsidiary, but other Revolving Lenders are not so able and willing, the Administrative Agent same country as that of a Borrower shall be permittedconsidered to be of the same jurisdiction as such Foreign Subsidiary) to a specified U.S. Dollar Equivalent of any Alternative Currency, or to effect any other amendments that shall give effect to any conditions associated with the consent of the Parent Borrower and the Required Lenders, to effect such changes appropriate Lenders to the provisions addition of such U.S. Borrower or Foreign Borrower. For the avoidance of doubt, Domestic Subsidiaries of Holdings that become Borrowers pursuant to this Agreement as it reasonably believes are appropriate in order for such provisions to operate in a customary and usual manner for “multiple-currency” syndicated lending agreements to a corporation and certain Section 1.09 shall become Borrowers under each of its foreign subsidiaries, all with the intention of providing provisions for the Revolving Lenders who are so able and willing to extend credit to such Subsidiaries and for the other Revolving Lenders not to be required to do so. Prior to effecting any such changesCredit Facility, the Administrative Agent Term A Facility and a Term B Facility, as applicable, and Foreign Subsidiaries of Holdings that become Borrowers pursuant to this Section 1.09 shall give all become Borrowers solely under the Revolving Lenders at least five Business Days’ notice thereof and an opportunity to comment thereonCredit Facility.
Appears in 3 contracts
Sources: Credit Agreement (ACCO BRANDS Corp), Credit Agreement (ACCO BRANDS Corp), Credit Agreement (ACCO BRANDS Corp)
Additional Borrowers. (a) The Parent Borrower may at any time, with the prior consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed), add as a party to this Agreement any Wholly Owned Subsidiary to be an Additional Borrower. Upon satisfaction of the conditions specified in Section 5.3, such Subsidiary shall for all purposes be a party hereto as an Additional Borrower as fully as if it had executed and delivered this Agreement, and the Borrowers shall be jointly and severally liable for the Obligations (limited to, with respect to any Borrower that is a Foreign Subsidiary, the Obligations of Foreign Loan Parties). The Administrative Agent shall notify the Revolving Lenders at least five Business Days prior to granting such consent and, if any Revolving Lender notifies the Administrative Agent within five Business Days that it is not permitted by applicable Requirements of Law or any of its organizational policies to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account of, the relevant Subsidiary, shall withhold such consent (which shall not be deemed to have been unreasonably withheld) or shall give such consent only upon effecting changes to the provisions of this Agreement as are contemplated by paragraph (c) of this Section 10.21 that will assure that such Revolving Lender is not required to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account of, such Subsidiary.
(b) So long as the principal of and interest on any Loans made to any Additional Borrower under this Agreement shall have been paid in full and all other obligations of such Additional Borrower under this Agreement (other than contingent indemnification obligations) shall have been fully performed, the Parent Borrower may, by not less than five 15 Business Days’ prior written notice to the Administrative Agent (which or such shorter period as may be agreed by the Administrative Agent in its sole discretion), request the designation of any wholly-owned domestic Restricted Subsidiary as a “Borrower” to receive extensions of credit hereunder. The Administrative Agent shall promptly notify the relevant Lenders thereof), terminate such Subsidiary’s status as an “Additional Borrower”.
(c) In order to accommodate (i) the addition of a Subsidiary as an Additional Borrower or (ii) extensions of credit to an Additional Borrower, in each case, where one or more Revolving Lenders are legally able and willing to lend Revolving Loans to, and participate in Letters of Credit issued for the account of, such Subsidiary, but other Revolving Lenders are not so able and willingLenders. Thereafter, the Administrative Agent shall send a joinder agreement or other similar agreement in form and substance satisfactory to the Administrative Agent specifying the effective date upon which such wholly-owned domestic Restricted Subsidiary shall constitute a Borrower for purposes hereof. Upon the execution of such agreement by the Parent, such Restricted Subsidiary and the Administrative Agent, such Restricted Subsidiary shall be permitted, with the consent of the Parent a Borrower and permitted to receive extensions of credit hereunder, on the Required Lendersterms and conditions set forth herein and therein, to effect and such changes to the provisions Restricted Subsidiary otherwise shall be a Borrower for all purposes of this Agreement as it reasonably believes are appropriate Agreement; provided that no Loan Notice or Application may be submitted by or on behalf of such newly-designated Borrower until the date 5 Business Days after such effective date. The parties hereto acknowledge and agree that, prior to any wholly-owned domestic Restricted Subsidiary becoming entitled to utilize the credit facilities provided for in order for such provisions to operate in a customary and usual manner for “multiple-currency” syndicated lending agreements to a corporation and certain of its foreign subsidiaries, all with the intention of providing provisions for the Revolving Lenders who are so able and willing to extend credit to such Subsidiaries and for the other Revolving Lenders not to be required to do so. Prior to effecting any such changesthis Agreement, the Administrative Agent and the Lenders shall give all Revolving Lenders at least five have received such supporting resolutions, incumbency certificates, opinions of counsel, “know-your-customer” information and other documents or information, in form, content and scope reasonably satisfactory to the Administrative Agent, as may be required by the Administrative Agent in its reasonable discretion.
(b) The Parent may from time to time, upon not less than 10 Business Days’ written notice thereof and an opportunity to comment thereonthe Administrative Agent (or such shorter period as may be agreed by the Administrative Agent in its sole discretion), terminate a Restricted Subsidiary’s status as a “Borrower”, provided that there are no outstanding credit extensions payable by such Borrower, or other amounts payable by such Borrower on account of any credit extensions made to it, as of the effective date of such termination. The Administrative Agent will promptly notify the Lenders of any such termination of a Borrower’s status.
Appears in 3 contracts
Sources: Second Amended and Restated Credit Agreement (SunCoke Energy, Inc.), Credit Agreement (SunCoke Energy, Inc.), Credit Agreement (SunCoke Energy, Inc.)
Additional Borrowers. (a) The Parent Borrower may at At any time and from time, with -to-time after the prior consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed), add as a party to this Agreement any Wholly Owned Subsidiary to be an Additional Borrower. Upon satisfaction of the conditions specified in Section 5.3, such Subsidiary shall for all purposes be a party hereto as an Additional Borrower as fully as if it had executed and delivered this Agreement, and the Borrowers shall be jointly and severally liable for the Obligations (limited to, with respect to any Borrower that is a Foreign SubsidiaryRestatement Effective Date, the Obligations of Foreign Loan Parties). The Administrative Borrowers’ Agent shall notify the Revolving Lenders at least five Business Days prior to granting such consent and, if any Revolving Lender notifies the Administrative Agent within five Business Days may request that it is not permitted by applicable Requirements of Law or any of its organizational policies to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account of, the relevant Subsidiary, shall withhold such consent (which shall not be deemed to have been unreasonably withheld) or shall give such consent only upon effecting changes to the provisions of this Agreement as are contemplated by paragraph (c) of this Section 10.21 that will assure that such Revolving Lender is not required to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account of, such Subsidiary.
(b) So long as the principal of and interest on any Loans made to any Additional Borrower under this Agreement shall have been paid in full and all other obligations of such Additional Borrower Subsidiaries become a borrower under this Agreement (other than contingent indemnification obligations) shall have been fully performed, the Parent Borrower may, by not less than five Business Days’ prior notice each Subsidiary which becomes a borrower pursuant to the Administrative Agent (which shall promptly notify the relevant Lenders thereof)terms of this Section 11.18, terminate such Subsidiary’s status as an “Additional Borrower”.). Such Subsidiary shall become an Additional Borrower with effect on and from the date on which the Administrative Agent notifies the Borrowers’ Agent that each of the following has been satisfied (which date shall be within ten (10) Business Days after each Lender has received the documents referred to in Section 11.18(d):
(a) the Administrative Agent receives a duly completed and executed Joinder Agreement, substantially in the form of Exhibit P;
(b) the Borrowers’ Agent confirms that no Default or Event of Default is continuing or would occur as a result of that Subsidiary becoming an Additional Borrower and each of the representations and warranties relating to the Additional Borrower and the Loan Parties is true and not misleading in any material respect (except that any representation and warranty that is qualified by “materiality” or “Material Adverse Effect” shall be true and correct in all respects as so qualified) as if made on date of accession of Additional Borrower;
(c) In order to accommodate the Subsidiary is incorporated, organized or formed in the United States of America, Canada or another jurisdiction approved by the Required Lenders;
(id) the addition Collateral Agent shall have received the results of a Subsidiary as an Additional Borrower or recent search by a Person reasonably satisfactory to the Collateral Agent, of the Uniform Commercial Code (ii) extensions if relevant), judgment and tax Lien filings, and all customary searches for financing transactions of credit this nature in all applicable jurisdictions, which may have been filed with respect to an personal property of such Additional Borrower, and the results of such search shall be reasonably satisfactory to the Collateral Agent;
(e) each Lender shall have received all of the documents referred to in Section 6.1(b) with respect to that Additional Borrower and all other documentation and information necessary to confirm compliance with applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act;
(f) such Additional Borrower becomes a Grantor; and
(g) except with respect to the Canadian Borrower, each caseAdditional Borrower appoints the Borrowers’ Agent to act on its behalf as the agent for such Additional Borrower hereunder and under the other Loan Documents and authorizes the Borrowers’ Agent to take such actions on its behalf and to exercise such powers as are delegated to the Borrowers’ Agent by the terms hereof or thereof, where one or more Revolving Lenders together with such actions and powers as are legally able and willing to lend Revolving Loans toreasonably incidental thereto, and participate in Letters of Credit issued for the account of, Borrowers’ Agent accepts such Subsidiary, but other Revolving Lenders are appointment (which appointment shall not so able and willing, the Administrative Agent shall be permitted, with terminated or revoked without the consent of the Parent Borrower Collateral Agent and the Required Lenders, to effect such changes to the provisions of this Agreement as it reasonably believes are appropriate in order for such provisions to operate in a customary and usual manner for “multiple-currency” syndicated lending agreements to a corporation and certain of its foreign subsidiaries, all with the intention of providing provisions for the Revolving Lenders who are so able and willing to extend credit to such Subsidiaries and for the other Revolving Lenders not to be required to do so. Prior to effecting any such changes, the Administrative Agent shall give all Revolving Lenders at least five Business Days’ notice thereof and an opportunity to comment thereon).
Appears in 3 contracts
Sources: Credit Agreement (Cypress Environmental Partners, L.P.), Credit Agreement (Cypress Environmental Partners, L.P.), Credit Agreement (Cypress Energy Partners, L.P.)
Additional Borrowers. (a) The Parent Borrower may at At any time and from time, with -to-time after the prior consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed), add as a party to this Agreement any Wholly Owned Subsidiary to be an Additional Borrower. Upon satisfaction of the conditions specified in Section 5.3, such Subsidiary shall for all purposes be a party hereto as an Additional Borrower as fully as if it had executed and delivered this Agreement, and the Borrowers shall be jointly and severally liable for the Obligations (limited to, with respect to any Borrower that is a Foreign SubsidiaryClosing Date, the Obligations of Foreign Loan Parties). The Administrative Borrowers’ Agent shall notify the Revolving Lenders at least five Business Days prior to granting such consent and, if any Revolving Lender notifies the Administrative Agent within five Business Days may request that it is not permitted by applicable Requirements of Law or any of its organizational policies to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account of, the relevant Subsidiary, shall withhold such consent (which shall not be deemed to have been unreasonably withheld) or shall give such consent only upon effecting changes to the provisions of this Agreement as are contemplated by paragraph (c) of this Section 10.21 that will assure that such Revolving Lender is not required to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account of, such Subsidiary.
(b) So long as the principal of and interest on any Loans made to any Additional Borrower under this Agreement shall have been paid in full and all other obligations of such Additional Borrower Subsidiaries become a borrower under this Agreement (other than contingent indemnification obligations) shall have been fully performed, the Parent Borrower may, by not less than five Business Days’ prior notice each Subsidiary which becomes a borrower pursuant to the Administrative Agent (which shall promptly notify the relevant Lenders thereof)terms of this Section 11.18, terminate such Subsidiary’s status as an “Additional Borrower”.). Such Subsidiary shall become an Additional Borrower with effect on and from the date on which the Administrative Agent notifies the Borrowers’ Agent that each of the following has been satisfied (which date shall be within ten (10) Business Days after each Lender has received the documents referred to in Section 11.18(d):
(a) the Administrative Agent receives a duly completed and executed Joinder Agreement, substantially in the form of Exhibit P;
(b) the Borrowers’ Agent confirms that no Default or Event of Default is continuing or would occur as a result of that Subsidiary becoming an Additional Borrower and each of the representations and warranties relating to the Additional Borrower and the Loan Parties is true and not misleading in any material respect (except that any representation and warranty that is qualified by “materiality” or “Material Adverse Effect” shall be true and correct in all respects as so qualified) as if made on date of accession of Additional Borrower;
(c) In order to accommodate the Subsidiary is incorporated, organized or formed in the United States of America or another jurisdiction approved by the Required Lenders;
(id) the addition Collateral Agent shall have received the results of a Subsidiary as an Additional Borrower or recent search by a Person reasonably satisfactory to the Collateral Agent, of the Uniform Commercial Code (ii) extensions if relevant), judgment and tax Lien filings, and all customary searches for financing transactions of credit this nature in all applicable jurisdictions, which may have been filed with respect to an personal property of such Additional Borrower, and the results of such search shall be reasonably satisfactory to the Collateral Agent;
(e) each Lender shall have received all of the documents referred to in each caseSection 6.1(b) with respect to that Additional Borrower and has confirmed to the Collateral Agent that such documents are in form and substance reasonably satisfactory to such Lender;
(f) such Additional Borrower becomes a Grantor; and
(g) Additional Borrower appoints the Borrowers’ Agent to act on its behalf as the agent for such Additional Borrower hereunder and under the other Loan Documents and authorizes the Borrowers’ Agent to take such actions on its behalf and to exercise such powers as are delegated to the Borrowers’ Agent by the terms hereof or thereof, where one or more Revolving Lenders together with such actions and powers as are legally able and willing to lend Revolving Loans toreasonably incidental thereto, and participate in Letters of Credit issued for the account of, Borrowers’ Agent accepts such Subsidiary, but other Revolving Lenders are appointment (which appointment shall not so able and willing, the Administrative Agent shall be permitted, with terminated or revoked without the consent of the Parent Borrower Collateral Agent and the Required Lenders, to effect such changes to the provisions of this Agreement as it reasonably believes are appropriate in order for such provisions to operate in a customary and usual manner for “multiple-currency” syndicated lending agreements to a corporation and certain of its foreign subsidiaries, all with the intention of providing provisions for the Revolving Lenders who are so able and willing to extend credit to such Subsidiaries and for the other Revolving Lenders not to be required to do so. Prior to effecting any such changes, the Administrative Agent shall give all Revolving Lenders at least five Business Days’ notice thereof and an opportunity to comment thereon).
Appears in 3 contracts
Sources: Credit Agreement, Credit Agreement (Cypress Energy Partners, L.P.), Credit Agreement (Cypress Energy Partners, L.P.)
Additional Borrowers. (a) The Parent On or after the Effective Date, Allegion plc may designate any wholly-owned Subsidiary of Allegion plc as an Additional Borrower may by delivery to the Administrative Agent, at any timeleast ten Domestic Business Days prior to such designation, with of (i) an Additional Borrower Agreement executed by such Subsidiary, the prior consent Guarantors and the Borrowers, substantially in the form of Exhibit H hereto (each, an “Additional Borrower Agreement”) and (ii) a favorable written opinion (addressed to the Administrative Agent and the Banks) of counsel of such Subsidiary or Subsidiaries (such consent not which opinion shall be reasonably satisfactory to be unreasonably withheld or delayedthe Administrative Agent), add as a party to this Agreement any Wholly Owned Subsidiary to be an Additional Borrower. Upon satisfaction delivery of the conditions specified in Section 5.3above-mentioned documents, such Subsidiary shall for all purposes of this Agreement be a party hereto as an Additional Borrower as fully as if it had executed and delivered a party to this Agreement, and the Borrowers shall be jointly and severally liable for the Obligations (limited to, with respect to . Promptly following receipt of any Additional Borrower that is a Foreign SubsidiaryAgreement, the Obligations of Foreign Loan Parties). The Administrative Agent shall notify the Revolving Lenders at least five Business Days prior send a copy thereof to granting such consent and, if any Revolving Lender notifies the Administrative Agent within five Business Days that it is not permitted by applicable Requirements of Law or any of its organizational policies to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account of, the relevant Subsidiary, shall withhold such consent (which shall not be deemed to have been unreasonably withheld) or shall give such consent only upon effecting changes to the provisions of this Agreement as are contemplated by paragraph (c) of this Section 10.21 that will assure that such Revolving Lender is not required to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account of, such Subsidiaryeach Bank.
(b) So long As soon as practicable after receiving notice from Allegion plc or the principal Administrative Agent of Allegion plc’s intent to designate a Subsidiary as an Additional Borrower, and interest on in any Loans made event at least five Domestic Business Days prior to any the delivery of an executed Additional Borrower under this Agreement shall have been paid in full and all other obligations of such Additional Borrower under this Agreement (other than contingent indemnification obligations) shall have been fully performed, the Parent Borrower may, by not less than five Business Days’ prior notice to the Administrative Agent pursuant to Section 2.16(a), for an Additional Borrower that is organized under the laws of a jurisdiction other than (which i) the United States of America, or a political subdivision thereof, (ii) Ireland, (iii) Bermuda, or (iv) the Grand Duchy of Luxembourg, any Bank that may not legally or pursuant to its bona fide internal lending policies lend to, establish credit for the account of and/or do any business whatsoever with such Additional Borrower directly or through an Affiliate of such Bank, as provided in Section 2.4(a) (a “Protesting Bank”), shall promptly so notify Allegion plc and the Administrative Agent in writing. With respect to each Protesting Bank, Allegion plc shall, effective on or before the date that such Additional Borrower shall have the right to borrow hereunder, either (i) notify the relevant Lenders thereof)Administrative Agent and such Protesting Bank that the Commitments of such Protesting Bank shall be terminated; provided that such Protesting Bank shall have received payment of an amount equal to the outstanding principal of its Loans and/or unreimbursed Letters of Credit obligations, terminate accrued interest thereon, accrued fees and all other amounts payable to it hereunder, (ii) substitute such Subsidiary’s status Protesting Bank in accordance with the provisions of Section 8.5 hereof or (iii) cancel the request to designate such Subsidiary as an “Additional Borrower”” hereunder.
(c) In order to accommodate (i) the addition of a Subsidiary as an Additional Borrower or (ii) extensions of credit to an Additional Borrower, in each case, where one or more Revolving Lenders are legally able and willing to lend Revolving Loans to, and participate in Letters of Credit issued for the account of, such Subsidiary, but other Revolving Lenders are not so able and willing, the Administrative Agent shall be permitted, with the consent of the Parent Borrower and the Required Lenders, to effect such changes to the provisions of this Agreement as it reasonably believes are appropriate in order for such provisions to operate in a customary and usual manner for “multiple-currency” syndicated lending agreements to a corporation and certain of its foreign subsidiaries, all with the intention of providing provisions for the Revolving Lenders who are so able and willing to extend credit to such Subsidiaries and for the other Revolving Lenders not to be required to do so. Prior to effecting any such changes, the Administrative Agent shall give all Revolving Lenders at least five Business Days’ notice thereof and an opportunity to comment thereon.
Appears in 3 contracts
Sources: Credit Agreement (Allegion PLC), Credit Agreement (Allegion PLC), Credit Agreement (Allegion PLC)
Additional Borrowers. (a) The Parent Subject to compliance with the provisions of paragraphs (c) and (d) of Clause 21.9 (“Know your customer” checks) and only in connection with a Permitted REIT Reorganisation, the Borrower may at request that one or more of its Affiliates becomes an Additional Borrower and any time, with such company (the Relevant Company) shall become a Borrower if:
(i) it is incorporated in the same jurisdiction as an existing Borrower or a jurisdiction specified in the Final REIT Tax Structure Report;
(ii) the Borrower and the Relevant Company deliver to the Agent a duly completed and executed Accession Deed;
(iii) the Relevant Company is (or becomes) a Guarantor prior consent to becoming a Borrower;
(iv) the Borrower confirms that no Default is continuing or would occur as a result of the Administrative Agent (such consent not to be unreasonably withheld or delayed), add as a party to this Agreement any Wholly Owned Subsidiary to be Relevant Company becoming an Additional Borrower. Upon satisfaction ; and
(v) the Agent has received all of the conditions specified documents and other evidence listed in Section 5.3, such Subsidiary shall for all purposes be a party hereto as an Additional Borrower as fully as if it had executed and delivered this Agreement, and the Borrowers shall be jointly and severally liable for the Obligations (limited to, with respect to any Borrower that is a Foreign Subsidiary, the Obligations of Foreign Loan Parties). The Administrative Agent shall notify the Revolving Lenders at least five Business Days prior to granting such consent Part C and, if any Revolving Lender notifies the Administrative Agent within five Business Days applicable, Part D of Schedule 2 (Conditions precedent) in relation to that it is not permitted by applicable Requirements of Law or any of its organizational policies to make Revolving Loans toAdditional Guarantor, or participate each in Letters of Credit or Swingline Loans for the account of, the relevant Subsidiary, shall withhold such consent (which shall not be deemed to have been unreasonably withheld) or shall give such consent only upon effecting changes form and substance satisfactory to the provisions Agent (acting on the instructions of this Agreement as are contemplated by paragraph (c) of this Section 10.21 that will assure that such Revolving Lender is not required to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account of, such SubsidiaryMajority Lenders).
(b) So long as the principal of and interest on any Loans made to any Additional Borrower under this Agreement The Agent shall have been paid in full and all other obligations of such Additional Borrower under this Agreement (other than contingent indemnification obligations) shall have been fully performed, the Parent Borrower may, by not less than five Business Days’ prior notice to the Administrative Agent (which shall promptly notify the relevant Original Borrower and the Lenders thereofpromptly upon being satisfied that it has received (in form and substance satisfactory to it (acting on the instructions of the Majority Lenders)) all the documents and other evidence listed in Part C and, terminate such Subsidiary’s status as an “Additional Borrower”if applicable, Part D of Schedule 2 (Conditions precedent).
(c) In order Other than to accommodate the extent that the Majority Lenders notify the Agent in writing to the contrary before the Agent gives the notification described in paragraph (ib) above, the Lenders authorise (but do not require) the addition of a Subsidiary as an Additional Borrower or (ii) extensions of credit Agent to an Additional Borrower, in each case, where one or more Revolving Lenders are legally able and willing to lend Revolving Loans to, and participate in Letters of Credit issued for the account of, such Subsidiary, but other Revolving Lenders are not so able and willing, the Administrative give that notification. The Agent shall not be permittedliable for any damages, with the consent costs or losses whatsoever as a result of the Parent Borrower and the Required Lenders, to effect such changes to the provisions of this Agreement as it reasonably believes are appropriate in order for such provisions to operate in a customary and usual manner for “multiple-currency” syndicated lending agreements to a corporation and certain of its foreign subsidiaries, all with the intention of providing provisions for the Revolving Lenders who are so able and willing to extend credit to such Subsidiaries and for the other Revolving Lenders not to be required to do so. Prior to effecting giving any such changes, the Administrative Agent shall give all Revolving Lenders at least five Business Days’ notice thereof and an opportunity to comment thereonnotification.
Appears in 2 contracts
Sources: Facility Agreement (NorthStar Healthcare Income, Inc.), Facility Agreement (Northstar Realty Finance Corp.)
Additional Borrowers. (a) The Parent Lead Borrower may at cause any timeSubsidiary to become a Borrower under the Revolving Facility by (i) executing a joinder agreement to this Agreement, with in form and substance satisfactory to the prior consent Administrative Agent, (ii) delivering an opinion of counsel to such Subsidiary addressed to the Administrative Agent and each Lender in form and substance reasonably satisfactory to the Administrative Agent, (such consent not iii) delivering a customary secretary’s (or equivalent) certificate in form and substance reasonably satisfactory to be unreasonably withheld the Administrative Agent, (iv) delivering good standing certificates (or delayed), add as a party to this Agreement any Wholly Owned Subsidiary to be an Additional Borrower. Upon satisfaction of the conditions specified in Section 5.3, equivalent evidence) for such Subsidiary shall for all purposes be a party hereto as an Additional Borrower as fully as if it had executed and delivered this Agreement, and the Borrowers shall be jointly and severally liable for the Obligations (limited to, with respect to any Borrower that is a Foreign Subsidiary, the Obligations of Foreign Loan Parties). The Administrative Agent shall notify the Revolving Lenders at least five Business Days prior to granting such consent and, if any Revolving Lender notifies which the Administrative Agent within five Business Days reasonably may have requested, (v) furnishing to the Administrative Agent and the Lenders all documentation and other information that it they reasonably determine is not permitted required by regulatory authorities under applicable Requirements “know your customer” and anti-money laundering rules and regulations, including without limitation the Patriot Act and (vi) delivering Collateral Documents (or supplements, assumptions or amendments to existing guaranty and Collateral Documents) as the Administrative Agent may then require and deliver to the Administrative Agent, at the Lead Borrower’s cost and expense, such other instruments, documents, certificates, and opinions reasonably required by the Administrative Agent in connection therewith; provided that (x) the jurisdiction of Law organization of such Additional Borrower shall be reasonably acceptable to the Administrative Agent and each Revolving Lender and (y) this Agreement and any other applicable Loan Document may be amended as mutually agreed by the Administrative Agent, the Lead Borrower, such Additional Borrower and each Revolving Lender to incorporate such Additional Borrower, if necessary, including, without limitation, if such Additional Borrower is organized or any of its organizational policies to make Revolving Loans toincorporated in or under the laws of, or participate for applicable Tax purposes is resident of or treated as engaged in Letters of Credit a trade or Swingline Loans for business in, any jurisdiction other than the account ofUnited States, the relevant Subsidiary, shall withhold such consent (which shall not be deemed to have been unreasonably withheld) or shall give such consent only upon effecting changes to the provisions of this Agreement as are contemplated by paragraph (c) of this Section 10.21 that will assure that such Revolving Lender is not required to make Revolving Loans toany state thereof, or participate in Letters the District of Credit or Swingline Loans for Columbia, any amendment to Section 10.1 and the account of, definition of “Excluded Taxes” (provided that no such Subsidiaryamendment shall materially adversely affect the rights of any Lender that has not consented to such amendment).
(b) So long as the principal of and interest on If at any Loans made to any time an Additional Borrower under this Agreement shall have been paid in full and all other obligations ceases to be a Subsidiary of such Additional Borrower under this Agreement (other than contingent indemnification obligations) shall have been fully performedthe Lead Borrower, the Parent Lead Borrower may, by not less than five Business Days’ prior shall deliver a written notice to the Administrative Agent (which shall promptly notify the relevant Lenders thereof), terminate notifying it that such Subsidiary’s Additional Borrower is no longer a Subsidiary and terminating its status as an “Additional Borrower”. The delivery of such notice shall not affect any obligation of an Additional Borrower theretofore incurred or the Lead Borrower’s guaranty thereof and the Lead Borrower shall confirm its continuing obligation in respect thereof in such notice.
(c) In order to accommodate (i) the addition of a Subsidiary as If at any time, an Additional Borrower or (ii) extensions of credit has no outstanding Credit Extensions made to an Additional Borrowerit, in each case, where one or more Revolving Lenders are legally able and willing the Lead Borrower may elect to lend Revolving Loans to, and participate in Letters of Credit issued for the account of, such Subsidiary, but other Revolving Lenders are not so able and willing, deliver a written notice to the Administrative Agent stating that it has elected to terminate the status of such Additional Borrower as a Borrower hereunder and such Additional Borrower shall be permitted, with the consent of the Parent Borrower and the Required Lenders, to effect such changes to the provisions of this Agreement as it reasonably believes are appropriate in order for such provisions to operate in a customary and usual manner for “multiple-currency” syndicated lending agreements to a corporation and certain of its foreign subsidiaries, all with the intention of providing provisions for the Revolving Lenders who are so able and willing to extend credit to such Subsidiaries and for the other Revolving Lenders not to be required to do so. Prior to effecting no longer have any such changes, the Administrative Agent shall give all Revolving Lenders at least five Business Days’ notice thereof and an opportunity to comment thereonobligations hereunder.
Appears in 2 contracts
Sources: Loan Agreement (Western Digital Corp), Loan Agreement (Western Digital Corp)
Additional Borrowers. (a) The Parent Borrower Any Subsidiary of the Company may at any time, with the prior consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed), add as a party to this Agreement any Wholly Owned Subsidiary to be an Additional Borrower. Upon satisfaction of the conditions specified in Section 5.3, such Subsidiary shall for all purposes be a party hereto as -------------------- time become an Additional Borrower as fully as if it had hereunder subject to subsection 2.1(b) and to the Agent's receipt of each of the following, in sufficient quantities for each Bank:
(i) a duly executed notice and delivered this agreement in substantially the form of Exhibit J (an "Additional Borrower Request and Assumption Agreement"); and
(ii) not more than 30 days after furnishing to the Agent the Additional Borrower Request and Assumption Agreement, (A)(1) copies of the resolutions of the board of directors of such Subsidiary approving and authorizing the Borrowers shall be jointly execution, delivery and severally liable for the Obligations (limited to, with respect to any Borrower that is a Foreign Subsidiary, the Obligations of Foreign Loan Parties). The Administrative Agent shall notify the Revolving Lenders at least five Business Days prior to granting performance by such consent and, if any Revolving Lender notifies the Administrative Agent within five Business Days that it is not permitted by applicable Requirements of Law or any Subsidiary of its organizational policies to make Additional Borrower Request and Assumption Agreement and this Agreement and authorizing the borrowing of Revolving Loans toand other Credit Extensions hereunder, or participate in Letters certified as of Credit or Swingline Loans for the account of, the relevant Subsidiary, shall withhold such consent (which shall not be deemed to have been unreasonably withheld) or shall give such consent only upon effecting changes to the provisions of this Agreement as are contemplated by paragraph (c) of this Section 10.21 that will assure that such Revolving Lender is not required to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account of, such Subsidiary.
(b) So long as the principal of and interest on any Loans made to any Additional Borrower under this Agreement shall have been paid in full and all other obligations date of such Additional Borrower under Request and Assumption Agreement (the "Additional Borrower Accession Date") by the Secretary or an Assistant Secretary of such Subsidiary; and (2) a certificate of the Secretary or Assistant Secretary of such Subsidiary certifying the names and true signatures of the officers of such Subsidiary authorized to execute and deliver its Additional Borrower Request and Assumption Agreement, this Agreement and all other Loan Documents to be delivered hereunder; (B) the articles or certificate of incorporation (or, in the case of a non-U.S. Subsidiary its applicable organizational documents) of such Subsidiary as in effect on the Additional Borrower Accession Date, certified by the Secretary or Assistant Secretary of such Subsidiary as of the Additional Borrower Accession Date, and the bylaws (or other than contingent indemnification obligationsapplicable constitutional documents) shall have been fully performedof such Subsidiary as in effect on the Additional Borrower Accession Date, certified by the Parent Secretary or Assistant Secretary of such Subsidiary as of the Additional Borrower may, by not less than five Business Days’ prior notice Accession Date; and (C) an opinion of counsel to such Subsidiary and addressed to the Administrative Agent (which shall promptly notify the relevant Lenders thereof), terminate such Subsidiary’s status as an “Additional Borrower”.
(c) In order to accommodate (i) the addition of a Subsidiary as an Additional Borrower or (ii) extensions of credit to an Additional Borrower, in each case, where one or more Revolving Lenders are legally able and willing to lend Revolving Loans to, and participate in Letters of Credit issued for the account of, such Subsidiary, but other Revolving Lenders are not so able and willing, the Administrative Agent shall be permitted, with the consent of the Parent Borrower and the Required LendersBanks, to effect such changes to substantially in the provisions form of this Agreement as it reasonably believes are appropriate in order for such provisions to operate in a customary and usual manner for “multiple-currency” syndicated lending agreements to a corporation and certain of its foreign subsidiaries, all with the intention of providing provisions for the Revolving Lenders who are so able and willing to extend credit to such Subsidiaries and for the other Revolving Lenders not to be required to do so. Prior to effecting any such changes, the Administrative Agent shall give all Revolving Lenders at least five Business Days’ notice thereof and an opportunity to comment thereon.Exhibit F.
Appears in 2 contracts
Sources: Revolving Multicurrency Credit Agreement (Johns Manville International Group Inc), Revolving Multicurrency Credit Agreement (Johns Manville Corp /New/)
Additional Borrowers. (a) The Parent If any Person (other than an Excluded Subsidiary or a Sponsored REIT) becomes a Wholly-Owned Subsidiary of any Borrower may or if at any timetime any Person formerly qualifying as an Excluded Subsidiary ceases to meet the requirements for qualification as an Excluded Subsidiary, with the Borrower shall, on or prior consent of to the date that Borrower’s next quarterly Compliance Certificate is due pursuant to Section 6.02(a)(i) cause such Person to become a Borrower by executing and delivering to the Administrative Agent (such consent not to be unreasonably withheld or delayed), add as a party to this Agreement any Wholly Owned Subsidiary to be an Additional Borrower. Upon satisfaction of the conditions specified in Section 5.3, such Subsidiary shall for all purposes be a party hereto as an Additional Borrower as fully as if it had executed and delivered this AgreementJoinder Documents, and the Borrowers Borrower shall be jointly cause such Person to deliver to the Administrative Agent documents of the types referred to in clauses (iii), (iv), (v), (vii) and severally liable for the Obligations (limited toix) of Section 4.01(a) (unless waived by Administrative Agent), all in form, content and scope similar to those provided with respect to the Borrower as of Closing. Notwithstanding the immediately preceding sentence, if the date on which any Person (other than an Excluded Subsidiary or a Sponsored REIT) becomes a Wholly-Owned Subsidiary of any Borrower or if at any time any Person formerly qualifying as an Excluded Subsidiary ceases to meet the requirements for qualification as an Excluded Subsidiary occurs after the end of a fiscal quarter but on or before the date of Borrower’s delivery of the Compliance Certificate for such quarter, the Borrower shall cause such Person to become a Borrower, in the manner described above, on or prior to the date that Borrower’s next quarterly Compliance Certificate is due pursuant to Section 6.02(a)(i). No Person that is not a Foreign Subsidiary, “United States Person” within the Obligations meaning of Foreign Loan Parties). The Administrative Agent shall notify the Revolving Lenders at least five Business Days prior to granting such consent and, if any Revolving Lender notifies the Administrative Agent within five Business Days that it is not permitted by applicable Requirements of Law or any of its organizational policies to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account of, the relevant Subsidiary, shall withhold such consent (which shall not be deemed to have been unreasonably withheld) or shall give such consent only upon effecting changes to the provisions of this Agreement as are contemplated by paragraph (cSection 7701(a)(30) of the Code shall become a Borrower pursuant to this Section 10.21 that will assure that such Revolving Lender is not required to make Revolving Loans to, or participate 6.12(a) unless all Lenders consent thereto in Letters of Credit or Swingline Loans for the account of, such Subsidiarywriting.
(b) So long as the principal Notwithstanding any other provisions of and interest on any Loans made to any Additional Borrower under this Agreement shall have been paid in full and all other obligations of such Additional to the contrary (x) to the extent (I) a Borrower under this Agreement (other than contingent indemnification obligationsFSP) anticipates becoming or intends to become an Excluded Subsidiary, (II) a Borrower (other than FSP) intends to dispose of a Property and/or all or substantially all of its assets, or (III) FSP or a Borrower intends to dispose of its Equity Interests in a Borrower, and (y) the release as a Borrower hereunder of such Borrower referred to in clause (I), Borrower referred to in clause (II) or the Borrower whose Equity Interests are to be disposed of as contemplated by clause (III), as applicable, will not, on a pro forma basis with respect to the financial covenants contained in Section 7.11 hereof, give rise to one or more Defaults and/or Events of Default, such Borrower referred to in clause (I), Borrower referred to in clause (II) or Borrower whose Equity Interests are to be disposed of as contemplated by clause (III), as applicable, shall have been fully performedbe released as a Borrower hereunder and such Person’s Property shall be released from the Unencumbered Asset Pool in accordance with the following:
(i) the Borrower shall deliver to the Administrative Agent, the Parent Borrower may, by not less than five Business Days’ ten (10) days prior notice to the anticipated or intended release of a Wholly-Owned Subsidiary hereunder, a Pro Forma Compliance Certificate of a Responsible Officer of the Borrower in form attached as Exhibit E-2, certifying that, (x) immediately before and immediately after such release the Borrower will be in compliance with the covenants set forth in Section 7.11 of this Agreement, and (y) to such Responsible Officer’s knowledge, immediately prior to such release and immediately following such release, no Default or Event of Default exists or will exist under the Agreement or any of the other Loan Documents; and
(ii) the Borrower or Borrower whose Equity Interests are to be disposed of as contemplated in clause (III) of Section 6.12(b), as applicable, shall automatically be deemed released as a Borrower hereunder, and the applicable Property shall be deemed released from the Unencumbered Asset Pool, effective as of the date of the Disposition of the Property, assets or Equity Interests, as applicable, or financing with Secured Indebtedness of such Person and/or its Property. The Administrative Agent (which shall promptly notify shall, upon written request therefor given by Borrower after such release has become effective, provide a written confirmation of the relevant Lenders thereof), terminate such Subsidiary’s status release of the applicable Person as an “Additional Borrower”obligor hereunder and the other Loan Documents.
(c) In order Notwithstanding any other provisions of this Agreement to accommodate the contrary (x) to the extent the Borrower desires a release of a Property from the Unencumbered Asset Pool but the applicable Borrower owning such Property will not qualify as an Excluded Subsidiary after the release of such Property and (y) the release of such Property hereunder will not, on a pro forma basis with respect to the financial covenants contained in Section 7.11, give rise to one or more Defaults and/or Events of Default, such Property may be released from the Unencumbered Asset Pool (but the Person owning such Property shall not be released as a Borrower hereunder) in accordance with the following:
(i) the addition Borrower shall deliver to the Administrative Agent, not less than ten (10) days prior to the anticipated or intended release of such Property from the Unencumbered Asset Pool a Pro Forma Compliance Certificate of a Subsidiary Responsible Officer of the Borrower in form attached as an Additional Exhibit E-2, certifying that, (x) immediately before and immediately after such release the Borrower will be in compliance with the covenants set forth in Section 7.11 of this Agreement, and (y) to such Responsible Officer’s knowledge, immediately prior to such release and immediately following such release, no Default or Event of Default exists or will exist under the Agreement or any of the other Loan Documents; and
(ii) extensions the applicable Property shall automatically be deemed released from the Unencumbered Asset Pool effective as of credit the date of the Disposition or the date of the financing with Secured Indebtedness of such Property but the Person owning such Property, to the extent not qualifying as an Additional BorrowerExcluded Subsidiary, in each caseshall not be released as a Borrower hereunder.
(d) For purposes of clarification, where one or more Revolving Lenders are legally able and willing (i) the Borrower may, at any time, elect to lend Revolving Loans tocause an Excluded Subsidiary to become a Borrower hereunder, and participate (ii) no assets owned or held directly by any Excluded Subsidiary shall be included in Letters any calculation involving the value of Credit issued or income from Properties comprising of the Unencumbered Asset Pool unless such Excluded Subsidiary is a Borrower as of the date of such calculation and such assets meet the criteria for inclusion in the account of, such Subsidiary, but other Revolving Lenders are not so able and willing, Unencumbered Asset Pool as set forth in the definition of “Unencumbered Asset Pool”.
(e) The Administrative Agent shall be permitted, with the consent of the Parent Borrower and the Required Lenders, to effect such changes will provide notice to the provisions Lenders of any Borrower or Property additions or releases pursuant to this Agreement as it reasonably believes are appropriate in order for such provisions to operate in a customary and usual manner for “multiple-currency” syndicated lending agreements to a corporation and certain of its foreign subsidiaries, all with the intention of providing provisions for the Revolving Lenders who are so able and willing to extend credit to such Subsidiaries and for the other Revolving Lenders not to be required to do so. Prior to effecting any such changes, the Administrative Agent shall give all Revolving Lenders at least five Business Days’ notice thereof and an opportunity to comment thereonSection 6.12.
Appears in 2 contracts
Sources: Credit Agreement (Franklin Street Properties Corp /Ma/), Credit Agreement (Franklin Street Properties Corp /Ma/)
Additional Borrowers. (a) The Parent Borrower Any Subsidiary of KDG (other than an Unrestricted Subsidiary) may at any time, with the prior consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed), add as a party to this Agreement any Wholly Owned Subsidiary to be an Additional Borrower. Upon satisfaction of the conditions specified in Section 5.3, such Subsidiary shall for all purposes be a party hereto as become an Additional Borrower as fully as if it had executed and delivered this Agreement, and the Borrowers shall be jointly and severally liable for the Obligations (limited to, with respect to any Borrower that is a Foreign Subsidiary, the Obligations of Foreign Loan Parties). The Administrative Agent shall notify the Revolving Lenders at least five Business Days prior to granting such consent and, if any Revolving Lender notifies the Administrative Agent within five Business Days that it is not permitted by applicable Requirements of Law or any of its organizational policies to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account of, the relevant Subsidiary, shall withhold such consent (which shall not be deemed to have been unreasonably withheld) or shall give such consent only upon effecting changes to the provisions of this Agreement as are contemplated by paragraph (c) of this Section 10.21 that will assure that such Revolving Lender is not required to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account of, such Subsidiaryexecuting an Obligor Accession Deed.
(b) So long as The Facility Agent (acting on the principal instructions of and interest the Majority Lenders) may impose such limitations on any Loans made to any the ability of an Additional Borrower to borrow under this Agreement shall have been paid in full and all other obligations of such Additional Borrower under this Agreement any Facility (other than contingent indemnification obligations) shall have been fully performedthan, in respect of an Add-On Facility, the Parent Borrower may, by not less than five Business Days’ prior notice to the Administrative Agent (which shall promptly notify original borrowers named in the relevant Lenders thereofAdd-On Facility Accession Agreement) as it deems reasonably necessary (acting reasonably), terminate such Subsidiary’s status as an “Additional Borrower”.
(c) In order to accommodate The prior consent of all the Lenders is required if the Additional Borrower is not incorporated or established in Germany.
(id) Until the addition Facility Agent notifies the other Finance Parties and KDG that the documents and evidence listed in Part 2 of a Subsidiary as Schedule 2 supplied by an Additional Borrower or are in form and substance satisfactory to the Facility Agent (ii) extensions of credit to an acting reasonably), that Additional BorrowerBorrower may not use any Facility (other than, in each caserespect of an Add-On Facility, where one or more Revolving Lenders the original borrowers named in the relevant Add-On Facility Accession Agreement). The Facility Agent must give this notification as soon as reasonably practicable after receipt of such documents and evidence in form and substance satisfactory to it (acting reasonably).
(e) Delivery of an Obligor Accession Deed, executed by the relevant Subsidiary and KDG, to the Facility Agent constitutes confirmation by that Subsidiary and KDG that the Repeating Representations are legally able and willing to lend Revolving Loans tothen correct.
(f) KDG shall, and participate in Letters of Credit issued for the account of, such Subsidiary, but other Revolving Lenders are not so able and willing, the Administrative Agent shall be permitted, with the consent procure that each member of the Parent Borrower and Group shall, promptly give the Required Lenders, to effect such changes Facility Agent all assistance it requires in relation to the provisions of security to be granted pursuant to this Agreement as it reasonably believes are appropriate including promptly answering all reasonable questions of the Facility Agent and its advisors in order for such provisions relation to operate in a customary and usual manner for “multiple-currency” syndicated lending agreements to a corporation and certain the assets of its foreign subsidiaries, all with the intention of providing provisions for the Revolving Lenders who are so able and willing to extend credit to such Subsidiaries and for the other Revolving Lenders not to be required to do so. Prior to effecting any such changes, the Administrative Agent shall give all Revolving Lenders at least five Business Days’ notice thereof and an opportunity to comment thereonGroup.
Appears in 2 contracts
Sources: Senior Credit Agreement (Kabel Deutschland Vertrieb Und Service GmbH & Co. KG), Senior Credit Agreement (Kabel Deutschland GmbH)
Additional Borrowers. (a) The Notwithstanding anything in Section 11.01 to the contrary, following the Closing Date, the Parent Borrower may at any time, with add one or more of its Foreign Subsidiaries that is a Wholly Owned Subsidiary as an additional Foreign Borrower under the prior consent of Limited Currency Revolving Facility or Multicurrency Revolving Facility by delivering to the Administrative Agent (a Foreign Borrower Agreement executed by such consent not to be unreasonably withheld or delayed), add as a party to this Agreement any Wholly Owned Subsidiary to be an Additional and the Parent Borrower. Upon satisfaction After (i) five Business Days have elapsed after such delivery and (ii) receipt by the Lenders and the Administrative Agent of such documentation and other information reasonably requested by the conditions specified in Section 5.3Lenders or the Administrative Agent for purposes of complying with all necessary “know your customer” or other similar checks under all applicable laws and regulations, such Foreign Subsidiary shall for all purposes of this Credit Agreement be a party hereto Foreign Borrower hereunder; provided that each Foreign Borrower shall also be a Foreign Guarantor. Any obligations in respect of borrowings by any Foreign Subsidiary under the Credit Agreement will constitute “Obligations,” “Foreign Obligations” and “Secured Obligations” for all purposes of the Credit Documents. If the applicable additional Foreign Borrower is organized or incorporated under the laws of, or for applicable Tax purposes is resident of or treated as engaged in a trade or business in, or having a paying agent in, any jurisdiction other than a jurisdiction under the laws of which at least one of the then-existing Borrowers is organized or incorporated on the date such Foreign Borrower Agreement is delivered to the Applicable Agent, as a condition to adding such Foreign Borrower, there shall be an Additional Borrower as fully as if it had executed and delivered amendment to the Credit Documents (including, without limitation, Section 3.01 of this Agreement, Credit Agreement and the Borrowers shall be jointly and severally liable for the Obligations (limited to, with respect to any Borrower that is a Foreign Subsidiary, the Obligations definition of Foreign Loan Parties“Excluded Taxes”). The Administrative Agent shall notify the Revolving Lenders at least five Business Days prior to granting such consent and, if any Revolving Lender notifies such amendment is reasonably necessary or appropriate as mutually determined by the Administrative Agent within five Business Days that it is not permitted and Parent Borrower which amendment must be as mutually agreed by applicable Requirements of Law or any of its organizational policies to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account of, the relevant Subsidiary, shall withhold such consent (which shall not be deemed to have been unreasonably withheld) or shall give such consent only upon effecting changes to the provisions of this Agreement as are contemplated by paragraph (c) of this Section 10.21 that will assure that such Revolving Lender is not required to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account of, such Subsidiary.
(b) So long as the principal of and interest on any Loans made to any Additional Borrower under this Agreement shall have been paid in full and all other obligations of such Additional Borrower under this Agreement (other than contingent indemnification obligations) shall have been fully performedAdministrative Agent, the Parent Borrower, the applicable additional Foreign Borrower may, and each Limited Currency Revolving Lender and/or Multicurrency Revolving Lender (as applicable) (provided that no such amendment shall materially adversely affect the rights of any Lender that has not consented to such amendment). Upon the execution by not less than five Business Days’ prior notice the Parent Borrower and a Foreign Borrower and delivery to the Administrative Agent of a Foreign Borrower Termination with respect to such Foreign Borrower, such Foreign Borrower shall cease to be a Foreign Borrower and a party to this Credit Agreement; provided that no Foreign Borrower Termination will become effective as to any Foreign Borrower (which shall promptly notify the relevant Lenders thereof), other than to terminate such SubsidiaryForeign Borrower’s status as an “Additional Borrower”.
(cright to make further Borrowings under this Credit Agreement) In order to accommodate (i) the addition of at a Subsidiary as an Additional Borrower or (ii) extensions of credit to an Additional Borrower, in each case, where one or more Revolving Lenders are legally able and willing to lend Revolving Loans time when any Loan to, and participate in Letters B/A on behalf of, or Letter of Credit issued for the account of, to such Subsidiary, but other Revolving Lenders are not so able and willingForeign Borrower shall be outstanding hereunder. Promptly following receipt of any Foreign Borrower Agreement or Foreign Borrower Termination, the Administrative Agent shall send a copy thereof to each Lender. Notwithstanding the foregoing, no such Foreign Subsidiary may become a Foreign Borrower if any Limited Currency Revolving Lender or Multicurrency Revolving Lender would be permitted, with the consent of the Parent Borrower and the Required Lenders, to effect such changes to the provisions of this Agreement as it reasonably believes are appropriate in order for such provisions to operate in a customary and usual manner for “multiple-currency” syndicated lending agreements to a corporation and certain of its foreign subsidiaries, all with the intention of providing provisions for the Revolving Lenders who are so able and willing to extend credit prohibited by applicable Law from making loans to such Subsidiaries and for the other Revolving Lenders not to be required to do so. Prior to effecting any such changes, the Administrative Agent shall give all Revolving Lenders at least five Business Days’ notice thereof and an opportunity to comment thereonForeign Subsidiary.
Appears in 2 contracts
Sources: Credit Agreement (Live Nation Entertainment, Inc.), Credit Agreement (Live Nation Entertainment, Inc.)
Additional Borrowers. (a) The Parent Borrower may at any time, with the prior consent of Upon not less than fifteen (15) Business Days’ notice to the Administrative Agent (or such consent not to shorter period as may be unreasonably withheld or delayed), add as a party to this Agreement any Wholly Owned Subsidiary to be an Additional Borrower. Upon satisfaction of the conditions specified in Section 5.3, such Subsidiary shall for all purposes be a party hereto as an Additional Borrower as fully as if it had executed and delivered this Agreement, and the Borrowers shall be jointly and severally liable for the Obligations (limited to, with respect to any Borrower that is a Foreign Subsidiary, the Obligations of Foreign Loan Parties). The Administrative Agent shall notify the Revolving Lenders at least five Business Days prior to granting such consent and, if any Revolving Lender notifies agreed by the Administrative Agent within five Business Days that it is not permitted by applicable Requirements in its sole discretion), the Borrowers may request the addition of Law or any of its organizational policies to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account of, the relevant Subsidiary, shall withhold such consent their Domestic Subsidiaries (which shall not be deemed to have been unreasonably withheldan “Additional Borrower”) or shall give such consent only upon effecting changes to the provisions of this Agreement as are contemplated a Borrower hereunder by paragraph (c) of this Section 10.21 that will assure that such Revolving Lender is not required to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account of, such Subsidiary.
(b) So long as the principal of and interest on any Loans made to any Additional Borrower under this Agreement shall have been paid in full and all other obligations of such Additional Borrower under this Agreement (other than contingent indemnification obligations) shall have been fully performed, the Parent Borrower may, by not less than five Business Days’ prior notice delivering to the Administrative Agent (which shall promptly notify deliver counterparts thereof to each Lender) a duly executed notice and agreement in substantially the relevant form of Exhibit 2.18-1 (a “Borrower Request and Assumption Agreement”). The parties hereto acknowledge and agree that prior to any Additional Borrower becoming entitled to utilize the credit facilities provided for herein, the Administrative Agent and the Lenders thereofshall have received Organizational Documents, such supporting resolutions, incumbency certificates, opinions of counsel and other documents or information (including, without limitation, any documentation or other information that the Administrative Agent or any Lender requests in for purposes of its “know your customer”, anti-money laundering or beneficial ownership diligence), terminate in form, content and scope reasonably satisfactory to the Administrative Agent, as may be required by the Administrative Agent or the Required Lenders in their reasonable discretion, and Notes signed by such Subsidiary’s status as an “Additional Borrower”.
(c) In order to accommodate (i) the addition of a Subsidiary as an Additional Borrower to the extent any Lenders so require. If the Administrative Agent and all of the Lenders execute and deliver an acknowledgement and agreement to the Borrower Request and Assumption Agreement, then promptly following receipt of all such requested Organizational Documents, resolutions, incumbency certificates, opinions of counsel and other documents or (ii) extensions of credit to an Additional Borrower, in each case, where one or more Revolving Lenders are legally able and willing to lend Revolving Loans to, and participate in Letters of Credit issued for the account of, such Subsidiary, but other Revolving Lenders are not so able and willinginformation, the Administrative Agent shall be permittedsend a notice in substantially the form of Exhibit 2.18-2 (a “New Borrower Notice”) to the Borrowers and the Lenders specifying the effective date upon which the Additional Borrower shall constitute a Borrower for purposes hereof, with the consent whereupon each of the Parent Lenders agrees to permit such Borrower to receive Loans and other credit extensions hereunder, on the Required Lendersterms and conditions set forth herein, to effect and each of the parties agrees that such changes to the provisions Additional Borrower otherwise shall be a Borrower for all purposes of this Agreement Agreement.
(b) The Obligations of each Person that becomes a Borrower pursuant to this Section 2.18 that shall be joint and several in nature as it reasonably believes are appropriate provided in order for such provisions to operate in a customary and usual manner for “multiple-currency” syndicated lending agreements to a corporation and certain of its foreign subsidiaries, all with the intention of providing provisions for the Revolving Lenders who are so able and willing to extend credit to such Subsidiaries and for the other Revolving Lenders not to be required to do so. Prior to effecting any such changes, the Administrative Agent shall give all Revolving Lenders at least five Business Days’ notice thereof and an opportunity to comment thereonSection 2.20.
Appears in 2 contracts
Sources: Credit Agreement (FutureFuel Corp.), Credit Agreement (FutureFuel Corp.)
Additional Borrowers. (a) The Parent Borrower may at designate any timewholly-owned Restricted Subsidiary as a Borrower under any Revolving Commitments or any Incremental Facility from time to time (an “Additional Borrower”); provided that such Borrower (i) is incorporated or formed in a jurisdiction in which any other current Borrower is incorporated or formed, with the prior consent of the Administrative Agent (such consent not ii) is incorporated or formed in Canada (each jurisdiction referred to be unreasonably withheld or delayedin clauses (i) and (ii), add as an “Approved Jurisdiction”) or (iii) is incorporated or formed in such other jurisdiction which shall be reasonably acceptable to each applicable Lender. Such wholly-owned Restricted Subsidiary shall become an Additional Borrower and a party to this Agreement any Wholly Owned Subsidiary by delivering to be an Additional Borrower. Upon satisfaction of the conditions specified in Section 5.3, such Subsidiary shall for all purposes be a party hereto as Administrative Agent an Additional Borrower as fully as if it had executed and delivered this AgreementJoinder, and all references to the Borrowers “Borrowers” shall be jointly and severally liable for also include such Additional Borrower, as applicable, upon (a) the Obligations (limited to, with respect to any Borrower that is a Foreign Subsidiary, the Obligations of Foreign Loan Parties). The Administrative Agent shall notify the Revolving Lenders at least five Business Days prior to granting such consent and, if any Revolving Lender notifies receipt by the Administrative Agent within five Business Days of (x) documentation consistent in scope with the documentation delivered, as applicable, in respect of the Parent Borrower on the Closing Date and (y) a certificate from the Parent Borrower and such Additional Borrower certifying that it is not permitted by applicable Requirements as of Law or any the date of its organizational policies to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account ofsuch joinder, the relevant Subsidiary, shall withhold such consent (which shall not be deemed to have been unreasonably withheldconditions set forth in Section 4.02(a) or shall give such consent only upon effecting changes to the provisions of this Agreement as are contemplated by paragraph (c) of this Section 10.21 that will assure that such Revolving Lender is not required to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account of, such Subsidiary.
and (b) So long shall be met as if a Borrowing were to occur on such date and (b) the principal of and interest on any Loans made to any Additional Borrower under this Agreement shall have been paid in full and all other obligations of such Additional Borrower under this Agreement Lenders being provided with thirty (other than contingent indemnification obligations30) shall have been fully performed, the Parent Borrower may, by not less than five Business Days’ prior notice to (or such shorter period of time as the Administrative Agent shall reasonably agree) of any Additional Borrower being proposed to be added pursuant to this Section 10.19 (which shall promptly notify and the relevant applicable Lenders thereof)shall, terminate such Subsidiary’s status as an “Additional Borrower”.
(c) In order to accommodate (i) in the addition case of a Subsidiary jurisdiction referred to in clause (iii) above, respond to the Parent Borrower as an promptly as practicable after receipt of such notice; it being understood that any ▇▇▇▇▇▇’s failure to so respond shall be deemed to constitute the objection of such Lender to the jurisdiction of such proposed Additional Borrower or under clause (ii) extensions iii)). In connection with the joinder of credit to an Additional Borrower, this Agreement may be amended as necessary or appropriate, in each case, where one or more Revolving Lenders are legally able and willing to lend Revolving Loans to, and participate in Letters the reasonable opinion of Credit issued for the account of, such Subsidiary, but other Revolving Lenders are not so able and willing, the Administrative Agent shall and the Parent Borrower to effect the provisions of or be permittedconsistent with this Section 10.19. Notwithstanding any other provision of this Agreement to the contrary (including Section 10.02), any such deemed amendment may be memorialized in writing by the Administrative Agent with the Parent Borrower’s consent, but without the consent of the Parent Borrower any other Lenders (other than with respect to such ▇▇▇▇▇▇’s approval of an Additional Borrower’s jurisdiction of incorporation or formation as set forth above), and the Required Lenders, to effect such changes furnished to the provisions of this Agreement as it reasonably believes are appropriate in order for such provisions to operate in a customary and usual manner for “multiple-currency” syndicated lending agreements to a corporation and certain of its foreign subsidiaries, all with the intention of providing provisions for the Revolving Lenders who are so able and willing to extend credit to such Subsidiaries and for the other Revolving Lenders not to be required to do so. Prior to effecting any such changes, the Administrative Agent shall give all Revolving Lenders at least five Business Days’ notice thereof and an opportunity to comment thereonparties hereto.
Appears in 2 contracts
Sources: Credit Agreement (Krispy Kreme, Inc.), Incremental Assumption Agreement and Amendment No. 1 to Credit Agreement (Krispy Kreme, Inc.)
Additional Borrowers. (a) The Parent Borrower At any time after the Closing Date, so long as no Event of Default has occurred and is continuing or would immediately result therefrom, any Wholly-Owned Domestic Subsidiary may at any time, with the prior consent of the Administrative Agent (such consent not elect to be unreasonably withheld or delayed), add as a party to this Agreement any Wholly Owned Subsidiary to be an Additional Borrower. Upon satisfaction of the conditions specified in Section 5.3, such Subsidiary shall for all purposes be a party hereto added as an Additional US Borrower as fully as if it had executed hereunder and delivered this Agreement, and the Borrowers shall any Wholly-Owned Canadian Subsidiary may elect to be jointly and severally liable for the Obligations (limited to, with respect to any Borrower that is a Foreign Subsidiary, the Obligations of Foreign Loan Parties). The Administrative Agent shall notify the Revolving Lenders at least five Business Days prior to granting such consent and, if any Revolving Lender notifies the Administrative Agent within five Business Days that it is not permitted by applicable Requirements of Law or any of its organizational policies to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account of, the relevant Subsidiary, shall withhold such consent (which shall not be deemed to have been unreasonably withheld) or shall give such consent only upon effecting changes to the provisions of this Agreement as are contemplated by paragraph (c) of this Section 10.21 that will assure that such Revolving Lender is not required to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account of, such Subsidiary.
(b) So long as the principal of and interest on any Loans made to any Additional Borrower under this Agreement shall have been paid in full and all other obligations of such Additional Borrower under this Agreement (other than contingent indemnification obligations) shall have been fully performed, the Parent Borrower may, by not less than five Business Days’ prior notice to the Administrative Agent (which shall promptly notify the relevant Lenders thereof), terminate such Subsidiary’s status as an “Additional Borrower”.
(c) In order to accommodate (i) the addition of a Subsidiary added as an Additional Canadian Borrower or (ii) extensions of credit to an Additional Borrowerhereunder, in each case, where one or more upon delivery to the Agent of a Notice of Additional Borrower as follows:
(a) such Group Member shall be deemed a “Borrower” and (x) in the case of any Domestic Subsidiary, a “US Borrower” and (y) in the case of any Canadian Subsidiary, a “Canadian Borrower”, hereunder and under the Loan Documents with respect to the Revolving Lenders are legally able Credit Facility subject to the receipt by the Agent, in form and willing substance satisfactory to lend Revolving Loans tothe Agent, of joinder and participate in Letters any other documentation reasonably requested by the Agent with respect to such Additional Borrower, including any promissory notes requested by a Lender through the Agent and written opinions of Credit issued for the account ofLoan Parties’ counsel;
(b) such Additional Borrower shall deliver the documents required by Section 5.9 with respect thereto; and
(c) as a condition to the effectiveness of any joinder of any Additional Borrower, such SubsidiaryAdditional Borrower shall deliver all documentation and other information reasonably requested in writing by each Lender within ten (10) Business Days following receipt of such Notice of Additional Borrower to satisfy requirements under applicable “know your customer” and anti-money-laundering rules and regulations, but other Revolving Lenders are not so able and willingincluding the Beneficial Ownership Regulation, the Administrative Agent shall be permitted, with PATRIOT Act (in the consent case of any Additional US Borrower) and Canadian Anti-Money Laundering Laws (in the Parent Borrower and the Required Lenders, to effect such changes to the provisions case of this Agreement as it reasonably believes are appropriate in order for such provisions to operate in a customary and usual manner for “multiple-currency” syndicated lending agreements to a corporation and certain of its foreign subsidiaries, all with the intention of providing provisions for the Revolving Lenders who are so able and willing to extend credit to such Subsidiaries and for the other Revolving Lenders not to be required to do so. Prior to effecting any such changes, the Administrative Agent shall give all Revolving Lenders at least five Business Days’ notice thereof and an opportunity to comment thereonAdditional Canadian Borrower).
Appears in 2 contracts
Sources: Abl Credit Agreement (Specialty Building Products, Inc.), Abl Credit Agreement (Specialty Building Products, Inc.)
Additional Borrowers. (a) The Parent Lead Borrower may at cause any timeSubsidiary to become a Borrower under the Revolving Facility by (i) executing a joinder agreement to this Agreement, with in form and substance satisfactory to the prior consent Administrative Agent, (ii) delivering an opinion of counsel to such Subsidiary addressed to the Administrative Agent and each Lender in form and substance reasonably satisfactory to the Administrative Agent, (such consent not iii) delivering a customary secretary’s (or equivalent) certificate in form and substance reasonably satisfactory to be unreasonably withheld the Administrative Agent, (iv) delivering good standing certificates (or delayed), add as a party to this Agreement any Wholly Owned Subsidiary to be an Additional Borrower. Upon satisfaction of the conditions specified in Section 5.3, equivalent evidence) for such Subsidiary shall for all purposes be a party hereto as an Additional Borrower as fully as if it had executed and delivered this Agreement, and the Borrowers shall be jointly and severally liable for the Obligations (limited to, with respect to any Borrower that is a Foreign Subsidiary, the Obligations of Foreign Loan Parties). The Administrative Agent shall notify the Revolving Lenders at least five Business Days prior to granting such consent and, if any Revolving Lender notifies which the Administrative Agent within five Business Days reasonably may have requested and (v) furnishing to the Administrative Agent and the Lenders all documentation and other information that it they reasonably determine is not permitted required by regulatory authorities under applicable Requirements “know your customer” and anti-money laundering rules and regulations, including without limitation the Patriot Act; provided that (x) the jurisdiction of Law organization of such Additional Borrower shall be reasonably acceptable to the Administrative Agent and each Revolving Lender and (y) this Agreement and any other applicable Loan Document may be amended as mutually agreed by the Administrative Agent, the Lead Borrower, such Additional Borrower and each Revolving Lender to incorporate such Additional Borrower, if necessary, including, without limitation, if such Additional Borrower is organized or any of its organizational policies to make Revolving Loans toincorporated in or under the laws of, or participate for applicable Tax purposes is resident of or treated as engaged in Letters of Credit a trade or Swingline Loans for business in, any jurisdiction other than the account ofUnited States, the relevant Subsidiary, shall withhold such consent (which shall not be deemed to have been unreasonably withheld) or shall give such consent only upon effecting changes to the provisions of this Agreement as are contemplated by paragraph (c) of this Section 10.21 that will assure that such Revolving Lender is not required to make Revolving Loans toany state thereof, or participate in Letters the District of Credit or Swingline Loans for Columbia, any amendment to Section 10.1 and the account of, definition of “Excluded Taxes” (provided that no such Subsidiaryamendment shall materially adversely affect the rights of any Lender that has not consented to such amendment).
(b) So long as the principal of and interest on If at any Loans made to any time an Additional Borrower under this Agreement shall have been paid in full and all other obligations ceases to be a Subsidiary of such Additional Borrower under this Agreement (other than contingent indemnification obligations) shall have been fully performedthe Lead Borrower, the Parent Lead Borrower may, by not less than five Business Days’ prior shall deliver a written notice to the Administrative Agent (which shall promptly notify the relevant Lenders thereof), terminate notifying it that such Subsidiary’s Additional Borrower is no longer a Subsidiary and terminating its status as an “Additional Borrower”. The delivery of such notice shall not affect any obligation of an Additional Borrower theretofore incurred or the Lead Borrower’s guaranty thereof and the Lead Borrower shall confirm its continuing obligation in respect thereof in such notice.
(c) In order to accommodate (i) the addition of a Subsidiary as If at any time, an Additional Borrower or (ii) extensions of credit has no outstanding Credit Extensions made to an Additional Borrowerit, in each case, where one or more Revolving Lenders are legally able and willing the Lead Borrower may elect to lend Revolving Loans to, and participate in Letters of Credit issued for the account of, such Subsidiary, but other Revolving Lenders are not so able and willing, deliver a written notice to the Administrative Agent stating that it has elected to terminate the status of such Additional Borrower as a Borrower hereunder and such Additional Borrower shall be permitted, with the consent of the Parent Borrower and the Required Lenders, to effect such changes to the provisions of this Agreement as it reasonably believes are appropriate in order for such provisions to operate in a customary and usual manner for “multiple-currency” syndicated lending agreements to a corporation and certain of its foreign subsidiaries, all with the intention of providing provisions for the Revolving Lenders who are so able and willing to extend credit to such Subsidiaries and for the other Revolving Lenders not to be required to do so. Prior to effecting no longer have any such changes, the Administrative Agent shall give all Revolving Lenders at least five Business Days’ notice thereof and an opportunity to comment thereonobligations hereunder.
Appears in 2 contracts
Sources: Loan Agreement (Western Digital Corp), Loan Agreement (Western Digital Corp)
Additional Borrowers. (a) The Parent Borrower may at any timeAn Affiliate of an Obligor may, with the prior written consent of the Administrative Agent and each Lender (provided that no such consent shall be required for any Affiliate of an Obligor organized under the laws of any Permitted Jurisdiction with respect to which at least 10 Business Days’ (or such shorter period as the Administrative Agent shall otherwise agree) prior notice to the Administrative Agent and the Lenders has been given) and subject to the immediately following sentence, become a party to this Agreement as a Borrower and be deemed a Borrower for all purposes of this Agreement and the other Loan Documents (such consent not Affiliate of an Obligor, an “Additional Borrower”) by delivery to the Administrative Agent of a New Borrower Joinder Agreement executed by such Additional Borrower and the satisfaction of the conditions set forth in Section 5.04(a). No Additional Borrower shall be unreasonably withheld or delayed), add admitted as a party to this Agreement any Wholly Owned Subsidiary to be an Additional Borrower. Upon satisfaction as a Borrower unless at the time of such admission and after giving effect thereto (a) the conditions specified representations and warranties set forth in Section 5.3, such Subsidiary shall for all purposes be a party hereto as an Additional Borrower as fully as if it had executed and delivered this Agreement, and the Borrowers Article IV shall be jointly true and severally liable for the Obligations (limited to, correct with respect to any such Additional Borrower, (b) such Additional Borrower that is a Foreign Subsidiaryshall be in compliance in all material respects with all of the terms and provisions set forth herein on its part to be observed or performed at the time of the admission and after giving effect thereto, the Obligations of Foreign Loan Parties). The Administrative Agent shall notify the Revolving Lenders at least five Business Days prior to granting such consent and, if any Revolving Lender notifies the Administrative Agent within five Business Days that it is not permitted by applicable Requirements of Law or any of its organizational policies to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account of, the relevant Subsidiary, shall withhold such consent (which shall not be deemed to have been unreasonably withheld) or shall give such consent only upon effecting changes to the provisions of this Agreement as are contemplated by paragraph and (c) no Default or Event of this Section 10.21 that will assure that such Revolving Lender is not required to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account of, such Subsidiary.
(b) So long as the principal of and interest on any Loans made to any Additional Borrower under this Agreement Default shall have been paid in full occurred and all other obligations of such Additional Borrower under this Agreement (other than contingent indemnification obligations) shall have been fully performed, the Parent Borrower may, by not less than five Business Days’ prior notice to the Administrative Agent (which shall promptly notify the relevant Lenders thereof), terminate such Subsidiary’s status as an “Additional Borrower”be continuing.
(c) In order to accommodate (i) the addition of a Subsidiary as an Additional Borrower or (ii) extensions of credit to an Additional Borrower, in each case, where one or more Revolving Lenders are legally able and willing to lend Revolving Loans to, and participate in Letters of Credit issued for the account of, such Subsidiary, but other Revolving Lenders are not so able and willing, the Administrative Agent shall be permitted, with the consent of the Parent Borrower and the Required Lenders, to effect such changes to the provisions of this Agreement as it reasonably believes are appropriate in order for such provisions to operate in a customary and usual manner for “multiple-currency” syndicated lending agreements to a corporation and certain of its foreign subsidiaries, all with the intention of providing provisions for the Revolving Lenders who are so able and willing to extend credit to such Subsidiaries and for the other Revolving Lenders not to be required to do so. Prior to effecting any such changes, the Administrative Agent shall give all Revolving Lenders at least five Business Days’ notice thereof and an opportunity to comment thereon.
Appears in 2 contracts
Sources: Credit Agreement (Carlyle Group L.P.), Credit Agreement (Carlyle Group L.P.)
Additional Borrowers. (a) The In the event that certain Real Estate of a Subsidiary of Parent Borrower may at any time, which is leased to a Wholly-Owned Domestic Subsidiary of OpCo is to be included as a Collateral Property as contemplated by Section 5.4 and such Real Estate is approved for inclusion as a Collateral Property in accordance with the prior consent of the terms hereof, Borrowers shall cause each such Subsidiary that owns or leases such Collateral Property to execute and deliver to Administrative Agent (such consent not to be unreasonably withheld or delayed)the documents and other items required under Section 7.20, add as a party to this Agreement any Wholly Owned Subsidiary to be an Additional Borrower. Upon satisfaction of the conditions specified in Section 5.3, and such Subsidiary shall for all purposes become a Borrower hereunder. Each such Subsidiary shall be specifically authorized, in accordance with its respective organizational documents, to be a party hereto as an Additional Borrower as fully as if it had executed hereunder and delivered this Agreement, and to comply with the requirements of Section 7.20. Borrowers shall be jointly further cause all representations, covenants and severally liable for agreements in the Obligations (limited to, Loan Documents with respect to any Borrower that is a Foreign Subsidiary, the Obligations of Foreign Loan Parties). The Administrative Agent shall notify the Revolving Lenders at least five Business Days prior Borrowers to granting such consent and, if any Revolving Lender notifies the Administrative Agent within five Business Days that it is not permitted by applicable Requirements of Law or any of its organizational policies be true and correct with respect to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account of, the relevant Subsidiary, shall withhold such consent (which shall not be deemed to have been unreasonably withheld) or shall give such consent only upon effecting changes to the provisions of this Agreement as are contemplated by paragraph (c) of this Section 10.21 that will assure that such Revolving Lender is not required to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account of, such Subsidiary.
(b) So long as After the principal Closing Date, Borrowers may, upon satisfaction by Borrowers of and interest on any Loans made the conditions set forth in this Section 5.5(b), add an OpCo Affiliate that is the lessee of a Leasehold Property or a lessee under a Lease to any Additional Borrower under this Agreement and the other Loan Documents as a Borrower. In the event Borrowers desire to or are required to add such OpCo Affiliate as aforesaid, Borrowers shall provide written notice to Administrative Agent and Revolving Agent of such request (which Administrative Agent shall promptly furnish to the Lenders), together with all documentation and other information required to permit Administrative Agent and Revolving Agent to evaluate such OpCo Affiliate as a potential Borrower, including a copy of the applicable Lease. Thereafter, Administrative Agent and Revolving Agent shall have been paid in full and all other obligations fifteen (15) Business Days from the date of the receipt of such Additional Borrower under this Agreement (documentation and other than contingent indemnification obligations) shall have been fully performedinformation to advise Borrowers whether Administrative Agent, Revolving Agent and the Parent Borrower may, by not less than five Business Days’ prior notice Majority A/R Revolving Loan Lenders consent to the addition of such OpCo Affiliate as a Borrower. If an A/R Revolving Loan Lender shall fail to respond to Administrative Agent and Revolving Agent within fifteen (15) Business Days from receipt of such documentation and information, including a copy of the applicable Lease from Administrative Agent and Revolving Agent, such A/R Revolving Loan Lender shall be deemed to have approved such proposed addition. In the event such OpCo Affiliate is approved for inclusion as a Borrower in accordance with the terms hereof, Borrowers shall cause such OpCo Affiliate to execute or obtain and deliver to Administrative Agent the ground lessor estoppels and intercreditor agreements requested by Administrative Agent (which shall promptly notify the relevant Lenders thereof), terminate such Subsidiary’s status as an “Additional Borrower”.
(c) In order in forms substantively identical to accommodate (i) the addition of a Subsidiary as an Additional Borrower or (ii) extensions of credit to an Additional Borrower, in each case, where those provided by one or more Revolving Lenders OpCo Affiliates that are legally able lessees of Leasehold Properties or under a Lease on the Closing Date) and willing to lend Revolving Loans tothe documents and other items required under Section 7.20, and participate in Letters of Credit issued for the account of, such Subsidiary, but other Revolving Lenders are not so able and willing, the Administrative Agent OpCo Affiliate shall become a Borrower hereunder. Each such OpCo Affiliate shall be permittedspecifically authorized, in accordance with its respective organizational documents, to be a Borrower hereunder and to comply with the consent requirements of Section 7.20. Borrowers shall further cause all representations, covenants and agreements in the Parent Borrower Loan Documents with respect to Borrowers to be true and the Required Lenders, to effect such changes to the provisions of this Agreement as it reasonably believes are appropriate in order for such provisions to operate in a customary and usual manner for “multiple-currency” syndicated lending agreements to a corporation and certain of its foreign subsidiaries, all correct with the intention of providing provisions for the Revolving Lenders who are so able and willing to extend credit respect to such Subsidiaries and for the other Revolving Lenders not to be required to do so. Prior to effecting any such changes, the Administrative Agent shall give all Revolving Lenders at least five Business Days’ notice thereof and an opportunity to comment thereonOpCo Affiliate.
Appears in 2 contracts
Sources: Senior Secured Credit Agreement (American Healthcare REIT, Inc.), Senior Secured Credit Agreement (Griffin-American Healthcare REIT III, Inc.)
Additional Borrowers. (a) The Parent Borrower Company may at from time to time upon not less than ten (10) Domestic Business Days’ notice cause any timeEligible Subsidiary to become eligible to borrow under Section 2.01 by delivering to the Administrative Agent an Election to Participate with respect to such Eligible Subsidiary. Following the delivery of an Election to Participate, if such election obligates the Administrative Agent or any Bank to comply with “know your customer” or similar identification procedures in circumstances where the prior consent necessary information is not already available to it, the Company shall, promptly upon the request of the Administrative Agent (or any Bank, supply such consent not documentation and other evidence as is reasonably requested by the Administrative Agent or any Bank in order for the Administrative Agent or such Bank to carry out and be unreasonably withheld satisfied it has complied with the results of all necessary “know your customer” or delayed)other similar checks under all applicable laws and regulations, add including, a Beneficial Ownership Certification in relation to any such Eligible Borrower to the extent such Eligible Borrower qualifies as a party “legal entity customer” under the Beneficial Ownership Regulation. The eligibility of any such Eligible Borrower to this Agreement any Wholly Owned Subsidiary borrow under said Sections shall terminate (x) when the Administrative Agent receives an Election to be an Additional Borrower. Upon satisfaction of the conditions specified in Section 5.3, such Subsidiary shall for all purposes be a party hereto as an Additional Borrower as fully as if it had executed and delivered this Agreement, and the Borrowers shall be jointly and severally liable for the Obligations (limited to, Terminate with respect to such Eligible Borrower or (y) upon a change (such change, a “Change in Jurisdiction”) in the jurisdiction of organization or formation of such Eligible Borrower (other than a change from one State of the United States to another State of the United States); provided that the Company may at any time after such termination, subject to compliance with this Section 2.18 (assuming that such Eligible Borrower that is was an Eligible Subsidiary for purposes of the fifth paragraph hereof) and Section 3.03, cause such Eligible Borrower to become eligible to borrow under Section 2.01 by delivering to the Administrative Agent an Election to Participate with respect to such Eligible Borrower. Each Election to Participate delivered to the Administrative Agent shall be duly executed on behalf of the relevant Eligible Subsidiary and the Company, and each Election to Terminate delivered to the Administrative Agent shall be duly executed on behalf of the Company. The delivery of an Election to Terminate with respect to an Eligible Borrower or a Foreign Subsidiary, Change in Jurisdiction of an Eligible Borrower shall not affect any obligation of the Obligations of Foreign Loan Parties)relevant Eligible Borrower theretofore incurred. The Administrative Agent shall notify promptly (i) give notice to the Revolving Lenders at least five Business Days prior Banks of its receipt of any Election to granting Participate, Election to Terminate or notice of a change in the jurisdiction of organization or formation of an Eligible Borrower pursuant to Section 5.01(j) and (ii) provide such consent andElection to Participate or Election to Terminate to each Bank. Any Bank may, if any Revolving Lender notifies with notice to the Administrative Agent within five Business Days that it is and the Company, fulfill its Commitment to any Eligible Borrower not permitted by applicable Requirements organized under the laws of Law the United States or any State thereof by causing an Affiliate of such Bank to act as the Bank in respect of such Eligible Borrower; provided that, for all purposes of voting or consenting with respect to (a) any amendment, supplementation or modification of any Loan Document, (b) any waiver of any requirements of any Loan Document or any Default or Event of Default and its organizational policies to make Revolving Loans toconsequences, or participate in Letters (c) any other matter as to which a Bank may vote or consent pursuant to Section 11.06 of Credit or Swingline Loans for the account ofthis Agreement, the relevant SubsidiaryBank making such election shall be deemed the “Person” rather than such Affiliate, shall withhold such consent (which shall not be deemed entitled to have been unreasonably withheld) vote or shall give such consent only upon effecting changes consent. As soon as practicable after receiving notice from the Company or the Administrative Agent of the Company’s intent to designate any Eligible Subsidiary that is not organized under the laws of the United States or any State thereof as a Borrower, and in any event within two Domestic Business Days after the delivery of an executed Election to Participate to the provisions of this Agreement as are contemplated by paragraph (c) of Administrative Agent pursuant to this Section 10.21 2.18(a) with respect to such Eligible Subsidiary, any Bank that will assure that such Revolving Lender is not required to make Revolving Loans prohibited by law or by any bona fide policy of general applicability from lending to, or participate in Letters of Credit or Swingline Loans establishing credit for the account ofof and/or doing any business whatsoever with Persons in the jurisdiction of such Eligible Subsidiary directly or through an Affiliate of such Bank as provided in the immediately preceding paragraph (a “Protesting Bank”) shall so notify the Company and the Administrative Agent in writing. With respect to each Protesting Bank, the Company shall, effective on or before the date that such SubsidiaryEligible Borrower shall have the right to borrow hereunder, either (A) notify the Administrative Agent and such Protesting Bank that the Commitments of such Protesting Bank shall be terminated; provided that such Protesting Bank shall have received payment of an amount equal to the outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder (notwithstanding any provision herein providing that such amounts shall be applied to the Banks ratably), or (B) cancel its request to designate such Eligible Subsidiary as an “Eligible Borrower” hereunder.
(b) So long as the principal If (i) an Eligible Borrower at any time ceases to be an Eligible Borrower (by reason of and interest on any Loans made an Election to any Additional Borrower under this Agreement shall have been paid in full and all other obligations of such Additional Borrower under this Agreement (other than contingent indemnification obligations) shall have been fully performed, the Parent Borrower may, by not less than five Business Days’ prior notice Terminate being delivered to the Administrative Agent (which shall promptly notify Agent, by reason of an Eligible Subsidiary no longer being a Wholly-Owned Consolidated Subsidiary of the relevant Lenders thereof)Parent, terminate such Subsidiary’s status as an “Additional Borrower”.
(c) In order to accommodate (i) the addition by reason of a Subsidiary as Change in Jurisdiction of an Additional Eligible Borrower or otherwise) or (ii) extensions an Event of credit Default specified in Section 6.01(g) or Section 6.01(h) occurs with respect to an Additional Eligible Borrower, in each case, where one or more Revolving Lenders are legally able and willing to lend Revolving Loans to, and participate in Letters of Credit issued for the account of, such Subsidiary, but other Revolving Lenders are not so able and willing, the Administrative Agent shall be permitted, with the consent of the Parent Borrower and the Required Lenders, to effect such changes to the provisions of this Agreement as it reasonably believes are appropriate in order for such provisions to operate in a customary and usual manner for “multiple-currency” syndicated lending agreements to a corporation and certain of its foreign subsidiaries, all with the intention of providing provisions for the Revolving Lenders who are so able and willing to extend credit to such Subsidiaries and for the other Revolving Lenders not to be required to do so. Prior to effecting any such changes, the Administrative Agent shall give all Revolving Lenders at least five Business Days’ notice thereof and an opportunity to comment thereon.:
Appears in 2 contracts
Sources: Revolving Credit Agreement (Eaton Corp PLC), 364 Day Revolving Credit Agreement (Eaton Corp PLC)
Additional Borrowers. (ai) The Parent Borrower may at any time, with the prior consent of the Administrative Agent (such consent not Subject to be unreasonably withheld or delayedSection 10.21(b)(ii), add as a party to this Agreement any Wholly Owned Subsidiary to be an Additional Borrower. Upon satisfaction of the conditions specified in Section 5.3, such Subsidiary shall for all purposes be a party hereto as an Additional Borrower as fully as if it had executed and delivered this Agreement, and the Borrowers shall be jointly and severally liable for the Obligations (limited to, with respect to any Borrower that is a Foreign Subsidiary, the Obligations of Foreign Loan Parties). The Administrative Agent shall notify the Revolving Lenders at least five Business Days prior to granting such consent and, if any Revolving Lender notifies the Administrative Agent within five Business Days that it is not permitted by applicable Requirements of Law Company or any of its organizational policies to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account of, the relevant Subsidiary, shall withhold such consent (which shall not be deemed to have been unreasonably withheld) or shall give such consent only upon effecting changes to the provisions of this Agreement as are contemplated by paragraph (c) of this Section 10.21 that will assure that such Revolving Lender is not required to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account of, such Subsidiary.
(b) So long as the principal of and interest on any Loans made to any Additional Borrower under this Agreement shall have been paid in full and all other obligations of such Additional Borrower under this Agreement (other than contingent indemnification obligations) shall have been fully performed, the Permitted Affiliate Parent Borrower may, by upon not less than five Business Days’ prior written notice to the Administrative Agent (which shall promptly notify Agent, request that it or any Permitted Affiliate Parent, any Affiliate Subsidiary or any Wholly Owned Subsidiary that is a member of the relevant Lenders thereof), terminate such Subsidiary’s status as Restricted Group becomes an “Additional Borrower”Borrower under this Agreement.
(cii) In order Any such Person referred to accommodate in Section 10.21(b)(i) may become an Additional Borrower with respect to a Facility if:
(iA) it is incorporated, registered or organized under the laws of an Approved Key Jurisdiction for that Facility (provided that, where such Additional Borrower is incorporated in Barbados, such entity shall only be deemed to satisfy this requirement if it is established as a body corporate which is the holder of a Foreign Currency Permit pursuant to the Foreign Currency Permit Act of the laws of Barbados or any other regime which provides the same or substantially similar benefits thereto in Barbados) or the Required Lenders under such Facility have approved the addition of that Person as an Additional Borrower;
(B) such Person and the Company deliver to the Administrative Agent a Subsidiary duly completed and executed joinder agreement in form and substance reasonably satisfactory to the Administrative Agent pursuant to which such Person agrees to become a party to this Agreement as an Additional Borrower;
(C) the Company confirms that no Event of Default is continuing or would occur as a result of such Person becoming an Additional Borrower;
(D) the Administrative Agent (for and on behalf of the Lenders) shall have received, at least three Business Days prior to the date of accession of such Person as an Additional Borrower, all documentation and other information about such Person required under applicable “know your customer” and anti-money laundering rules and regulations, including under the Beneficial Ownership Regulations (such information to include, for the avoidance of doubt, a Beneficial Ownership Certification for each entity that qualifies as a “legal entity customer” thereunder) and the USA Patriot Act, and satisfactory to each Finance Party (acting reasonably), that has been requested by the Administrative Agent (for itself or on behalf of any Lender) or any Lender (through the Administrative Agent and for itself) in writing at least ten days prior to the date of accession of such Person as an Additional Borrower;
(E) the Administrative Agent has received all of the documents and other evidence listed in Schedule 10.21 in relation to such Person, each in form and substance reasonably satisfactory to the Administrative Agent; and
(F) such Person shall have entered into all documentation required for it to (1) accede to (x) this Agreement as an Additional Borrower or and (iiy) extensions of credit to an Additional Borrower, in each case, where one or more Revolving Lenders are legally able and willing to lend Revolving Loans to, and participate in Letters of Credit issued for the account ofextent required by any Intercreditor Agreement, such Subsidiary, but Intercreditor Agreement as a “debtor” (or other Revolving Lenders are not so able and willing, relevant capacity) and/or to (2) have acknowledged any Intercreditor Agreement in the manner contemplated thereby.
(iii) The Administrative Agent shall be permitted, with notify the consent of the Parent Borrower Company and the Required LendersLenders promptly upon being satisfied that the conditions specified in Section 10.21(b)(ii) (and, to effect such changes to in the provisions case of this Agreement as it reasonably believes are appropriate in order for such provisions to operate in a customary and usual manner for “multiple-currency” syndicated lending agreements to a corporation and certain of its foreign subsidiariesany Permitted Affiliate Parent, all with the intention of providing provisions for the Revolving Lenders who are so able and willing to extend credit to such Subsidiaries and for the other Revolving Lenders not to be required to do so. Prior to effecting any such changes, the Administrative Agent shall give all Revolving Lenders at least five Business Days’ notice thereof and an opportunity to comment thereonSection 10.21(a)) have been satisfied.
Appears in 2 contracts
Sources: Additional Facility Joinder Agreement (Liberty Latin America Ltd.), Extension Amendment (Liberty Latin America Ltd.)
Additional Borrowers. (a) The parties hereto agree that wholly owned Domestic Subsidiaries that are not Borrowers as of the Closing Date may enter into and become a party to this Agreement by executing a New Borrower Agreement. Upon execution and delivery after the date hereof by the Administrative Agent, the Collateral Agent and such a wholly owned Subsidiary of a New Borrower Agreement, such Subsidiary shall become a Borrower hereunder with the same force and effect as if originally named as a Borrower herein. The Parent Borrower may at terminate any timeSubsidiary Borrower's interests, with the prior consent of rights and obligations under this Agreement by executing and delivering to the Administrative Agent (a Subsidiary Borrower Termination with respect to such consent not Subsidiary, whereupon such Subsidiary shall cease to be unreasonably withheld a Subsidiary Borrower and a party to this Agreement. Notwithstanding the preceding sentence, no Subsidiary Borrower Termination will become effective as to any Subsidiary Borrower at a time when any principal of or delayed)interest on any Loan to such Subsidiary Borrower shall be outstanding hereunder, add PROVIDED that such Subsidiary Borrower Termination shall be effective to terminate such Subsidiary Borrower's right to make further Borrowings under this Agreement unless and until such Subsidiary executes subsequent to such termination a New Borrower Agreement. The execution and delivery of a New Borrower Agreement or a Subsidiary Borrower Termination shall not require the consent of any other Borrower hereunder. The rights and obligations of each Borrower hereunder shall remain in full force and effect notwithstanding the addition of any new Borrower or termination of any Borrower as a party to this Agreement any Wholly Owned Subsidiary to be an Additional Borrower. Upon satisfaction of the conditions specified in Section 5.3, such Subsidiary shall for all purposes be a party hereto as an Additional Borrower as fully as if it had executed and delivered this Agreement, and the Borrowers shall be jointly and severally liable for the Obligations (limited to, with respect to any Borrower that is a Foreign Subsidiary, the Obligations of Foreign Loan Parties). The Administrative Agent shall notify the Revolving Lenders at least five Business Days prior to granting such consent and, if any Revolving Lender notifies the Administrative Agent within five Business Days that it is not permitted by applicable Requirements of Law or any of its organizational policies to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account of, the relevant Subsidiary, shall withhold such consent (which shall not be deemed to have been unreasonably withheld) or shall give such consent only upon effecting changes to the provisions of this Agreement as are contemplated by paragraph (c) of this Section 10.21 that will assure that such Revolving Lender is not required to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account of, such Subsidiary.
(b) So long as the principal of and interest on any Loans made to any Additional Borrower under this Agreement shall have been paid in full and all other obligations of such Additional Borrower under this Agreement (other than contingent indemnification obligations) shall have been fully performed, the Parent Borrower may, by not less than five Business Days’ prior notice to the Administrative Agent (which shall promptly notify the relevant Lenders thereof), terminate such Subsidiary’s status as an “Additional Borrower”.
(c) In order to accommodate (i) the addition of a Subsidiary as an Additional Borrower or (ii) extensions of credit to an Additional Borrower, in each case, where one or more Revolving Lenders are legally able and willing to lend Revolving Loans to, and participate in Letters of Credit issued for the account of, such Subsidiary, but other Revolving Lenders are not so able and willing, the Administrative Agent shall be permitted, with the consent of the Parent Borrower and the Required Lenders, to effect such changes to the provisions of this Agreement as it reasonably believes are appropriate in order for such provisions to operate in a customary and usual manner for “multiple-currency” syndicated lending agreements to a corporation and certain of its foreign subsidiaries, all with the intention of providing provisions for the Revolving Lenders who are so able and willing to extend credit to such Subsidiaries and for the other Revolving Lenders not to be required to do so. Prior to effecting any such changes, the Administrative Agent shall give all Revolving Lenders at least five Business Days’ notice thereof and an opportunity to comment thereon.
Appears in 2 contracts
Sources: Credit Agreement (Magellan Health Services Inc), Credit Agreement (Magellan Health Services Inc)
Additional Borrowers. Holdings may from time to time request that (ax) The Parent Borrower may at any timeone or more additional Domestic Subsidiaries be added as Borrowers under the Term A Facility and the Revolving Credit Facility and/or (y) one or more additional Foreign Subsidiaries be added as Borrowers under the Revolving Credit Facility, with in each case, which request shall be subject to the prior consent approval of the Administrative Agent and each of the Term A Lenders and Revolving Credit Lenders (in the case of such Domestic Subsidiaries) or the Administrative Agent and each of the Revolving Credit Lenders (in the case of such Foreign Subsidiaries). If
(1) the Administrative Agent and all Term A Lenders and Revolving Credit Lenders consent not to the addition of such Domestic Subsidiary as a Term A Borrower under the Term A Facility and a Revolving Credit Borrower under the Revolving Credit Facility and (2) the Administrative Agent and all Revolving Credit Lenders consent to the addition of such Foreign Subsidiary as a Revolving Credit Borrower under the Revolving Credit Facility, in each case, such Subsidiary shall be required to execute and deliver to the Administrative Agent a Borrower Joinder Agreement and shall take all action in connection therewith (a) if such Borrower is a Domestic Subsidiary, as would otherwise have been required to cause the Collateral and Guaranty Requirements and the requirements set forth in Section 6.11 to be unreasonably withheld or delayedsatisfied as if such Subsidiary had been a Loan Party on the Restatement Date and (b) if such Borrower is a Foreign Subsidiary, as are deemed reasonably necessary by the Administrative Agent to provide that the Obligations of such additional Borrower be, to the extent permitted by law, guaranteed and secured on terms no less favorable than those contained in the Collateral and Guaranty Requirements and, in the case of each of clauses (a) and (b), add shall deliver to the Administrative Agent such Organization Documents, resolutions, certificates, legal opinions, lien searches and other information (including information to allow the Administrative Agent and the Lenders to comply with applicable “know your customer” and anti-money laundering rules and regulations, including the Act) and documents as the Administrative Agent shall reasonably request. Any Subsidiary that becomes a party to this Agreement any Wholly Owned Subsidiary pursuant to this Section 1.09 shall thereupon be an Additional Borrower. Upon satisfaction of the conditions specified in Section 5.3, such Subsidiary shall deemed for all purposes to be a party hereto Revolving Credit Borrower under the Revolving Credit Facility hereunder and/or a Term A Borrower under the Term A Facility hereunder, as an Additional applicable. Notwithstanding anything in Section 11.01(a) to the contrary, each Borrower as fully as if it had executed and delivered Joinder Agreement may, without the consent of any other Lenders (but subject to the approval by the Lenders to the addition of such U.S. Borrower or the approval by the Revolving Credit Lenders to the addition of such Foreign Borrower), effect such amendments to this Agreement, Agreement and the Borrowers shall other Loan Documents (which may take the form of amendments and restatements) as may be jointly and severally liable for necessary or appropriate, in the Obligations (limited to, with respect to any Borrower that is a Foreign Subsidiary, the Obligations opinion of Foreign Loan Parties). The Administrative Agent shall notify the Revolving Lenders at least five Business Days prior to granting such consent and, if any Revolving Lender notifies the Administrative Agent within five Business Days that it is not permitted by applicable Requirements of Law or any of its organizational policies Agent, to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account of, the relevant Subsidiary, shall withhold such consent (which shall not be deemed to have been unreasonably withheld) or shall give such consent only upon effecting changes to effect the provisions of this Agreement as are contemplated by paragraph (c) Section 1.09, including, in the case of this Section 10.21 that will assure that such Revolving Lender is not required to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account of, such Subsidiary.
(b) So long as the principal of and interest on any Loans made to any Additional Borrower under this Agreement shall have been paid in full and all other obligations of such Additional Borrower under this Agreement (other than contingent indemnification obligations) shall have been fully performed, the Parent Borrower may, by not less than five Business Days’ prior notice to the Administrative Agent (which shall promptly notify the relevant Lenders thereof), terminate such Subsidiary’s status as an “Additional Borrower”.
(c) In order to accommodate (i) the addition of a Subsidiary as an Additional Borrower or (ii) extensions of credit to an Additional Foreign Borrower, amendments limiting the amount available to be borrowed by such Foreign Borrower and any other Foreign Borrower organized in each casethe same jurisdiction (it being understood that entities formed under the laws of different states, where one provinces or more Revolving Lenders are legally able and willing to lend Revolving Loans to, and participate in Letters other localities of Credit issued for the account of, such Subsidiary, but other Revolving Lenders are not so able and willing, the Administrative Agent same country as that of a Borrower shall be permittedconsidered to be of the same jurisdiction as such Foreign Subsidiary) to a specified U.S. Dollar Equivalent of any Alternative Currency, or to effect any other amendments that shall give effect to any conditions associated with the consent of the Parent appropriate Lenders to the addition of such U.S. Borrower or Foreign Borrower. For the avoidance of doubt, Domestic Subsidiaries of Holdings that become Borrowers pursuant to this Section 1.09 shall become Borrowers under both the Revolving Credit Facility and the Required LendersTerm A Facility, and Foreign Subsidiaries of Holdings that become Borrowers pursuant to effect such changes to the provisions of this Agreement as it reasonably believes are appropriate in order for such provisions to operate in a customary and usual manner for “multiple-currency” syndicated lending agreements to a corporation and certain of its foreign subsidiaries, all with the intention of providing provisions for Section 1.09 shall become Borrowers solely under the Revolving Lenders who are so able and willing to extend credit to such Subsidiaries and for the other Revolving Lenders not to be required to do so. Prior to effecting any such changes, the Administrative Agent shall give all Revolving Lenders at least five Business Days’ notice thereof and an opportunity to comment thereonCredit Facility.
Appears in 2 contracts
Sources: Credit Agreement (ACCO BRANDS Corp), Credit Agreement (ACCO BRANDS Corp)
Additional Borrowers. Other investment companies (a) The Parent Borrower may at any timeor series of investment companies), in addition to those Borrowers which are original signatories to this Agreement, may, with the written approval of all the Banks, become parties to this Agreement and be deemed Tranche A Borrowers for all purposes of this Agreement by executing an instrument substantially in the form of Exhibit G hereto (with such changes therein may be approved by the Banks), which instrument shall (i) have attached to it a copy of this Agreement (as the same may have been amended) with a revised Allocation Notice reflecting the participation of such additional investment company and (ii) be accompanied by the documents and instruments required to be delivered by the Borrowers pursuant to Section 3.1 hereof, including, without limitation, an opinion of counsel for such Borrower, in a form reasonably satisfactory to the Administrative Agent and its counsel; provided, however, that no such additional Borrower shall be added unless the Banks consent, except that (A) to the extent an existing Borrower converts to a “master/feeder” structure, no consent shall be required for the master trust in such structure to become a Borrower hereunder after such conversion, provided the converting Borrower ceases to be a Borrower hereunder on or prior to such conversion and (B) to the extent that an existing Borrower which is a “master trust” is merged into (or transfers all or substantially all of its assets and liabilities to) its feeder fund (the “Former Feeder Fund”), no consent shall be required for such Former Feeder Fund to become a Borrower if in connection with such merger or transfer such Former Feeder Fund shall hold all or substantially all the assets and liabilities of the prior master trust, and prior to such merger or transfer, such Former Feeder Fund shall have no Debt. Additional Borrowers may be added to this Agreement only once per each calendar quarter. Notwithstanding the above paragraph, the Banks hereby agree that, at any time within 60 days after the Effective Date and without further consent of the Banks, those investment companies identified on Schedule 8.7 hereto may be added as Borrowers under this Agreement, provided that all of the requirements (other than the further consent of the Banks) of this Section 8.7 have been met. The Administrative Agent shall give prompt notice to the Banks of any such addition of new Borrowers under this paragraph and shall deliver to the Banks copies of such documents delivered to it in connection therewith. No investment company (such consent not to or series of an investment company) shall be unreasonably withheld or delayed), add admitted as a party to this Agreement any Wholly Owned Subsidiary to be an Additional Borrower. Upon satisfaction of as a Borrower unless at the conditions specified in Section 5.3, such Subsidiary shall for all purposes be a party hereto as an Additional Borrower as fully as if it had executed and delivered this Agreement, and the Borrowers shall be jointly and severally liable for the Obligations (limited to, with respect to any Borrower that is a Foreign Subsidiary, the Obligations of Foreign Loan Parties). The Administrative Agent shall notify the Revolving Lenders at least five Business Days prior to granting such consent and, if any Revolving Lender notifies the Administrative Agent within five Business Days that it is not permitted by applicable Requirements of Law or any of its organizational policies to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account of, the relevant Subsidiary, shall withhold such consent (which shall not be deemed to have been unreasonably withheld) or shall give such consent only upon effecting changes to the provisions of this Agreement as are contemplated by paragraph (c) of this Section 10.21 that will assure that such Revolving Lender is not required to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account of, such Subsidiary.
(b) So long as the principal of and interest on any Loans made to any Additional Borrower under this Agreement shall have been paid in full and all other obligations time of such Additional Borrower under this Agreement (other than contingent indemnification obligations) shall have been fully performed, the Parent Borrower may, by not less than five Business Days’ prior notice to the Administrative Agent (which shall promptly notify the relevant Lenders thereof), terminate such Subsidiary’s status as an “Additional Borrower”.
(c) In order to accommodate admission and after giving effect thereto: (i) the addition of a Subsidiary as an Additional Borrower or representations and warranties set forth in Article IV hereof shall be true and correct with respect to such Borrower; (ii) extensions of credit to an Additional Borrower, in each case, where one or more Revolving Lenders are legally able and willing to lend Revolving Loans to, and participate in Letters of Credit issued for the account of, such Subsidiary, but other Revolving Lenders are not so able and willing, the Administrative Agent Borrower shall be permitted, in compliance in all material respects with the consent all of the Parent Borrower terms and provisions set forth herein on its part to be observed or performed at the Required Lenders, to time of the admission and after giving effect such changes to the provisions thereto; and (iii) no Default or Event of this Agreement as it reasonably believes are appropriate in order for such provisions to operate in a customary and usual manner for “multiple-currency” syndicated lending agreements to a corporation and certain of its foreign subsidiaries, all Default with the intention of providing provisions for the Revolving Lenders who are so able and willing to extend credit respect to such Subsidiaries Borrower shall have occurred and for the other Revolving Lenders not to be required to do so. Prior to effecting any such changes, the Administrative Agent shall give all Revolving Lenders at least five Business Days’ notice thereof and an opportunity to comment thereoncontinuing.
Appears in 2 contracts
Sources: Credit Agreement, Credit Agreement (Blackrock Funds)
Additional Borrowers. (a) The Parent Upon at least ten Business Days’ notice to the Administrative Agent and the relevant Lenders, the Borrower may at designate any timeDomestic Subsidiary as an additional borrower (an “Additional Borrower”), with provided that on or prior to the prior consent effective date of such designation, the Administrative Agent shall have received (i) an assumption agreement to this Agreement in a form reasonably acceptable to the Borrower and the Administrative Agent (such consent not to be unreasonably withheld or delayedan “Assumption Agreement”), add executed by such Subsidiary, (ii) a long form good standing certificate or equivalent thereof for such Subsidiary from its jurisdiction of organization or formation (to the extent relevant in such jurisdiction), (iii) such other documentation, opinions and/or certificates as a party the Administrative Agent may reasonably request (including, without limitation, documentation as any Lender may reasonably request, through the Administrative Agent, that is required in order to comply with any applicable “know your customer” laws) and (iv) to the extent necessary in the determination of the Administrative Agent, an amendment to this Agreement any Wholly Owned Subsidiary to be an (including, without limitation, provisions providing for joint and several liability of the Borrower and such Additional Borrower), and any other Loan Document. Upon satisfaction of the conditions specified in Section 5.3such delivery, such Subsidiary shall for all purposes of this Agreement be a party hereto as an Additional Borrower as fully as if it had executed and delivered a party to this Agreement, and the Borrowers shall be jointly and severally liable for the Obligations (limited to, with respect to any Borrower that is a Foreign Subsidiary, the Obligations of Foreign Loan Parties). The Administrative Agent shall notify the Revolving Lenders at least five Business Days prior to granting such consent and, if any Revolving Lender notifies the Administrative Agent within five Business Days that it is not permitted by applicable Requirements of Law or any of its organizational policies to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account of, the relevant Subsidiary, shall withhold such consent (which shall not be deemed to have been unreasonably withheld) or shall give such consent only upon effecting changes to the provisions of this Agreement as are contemplated by paragraph (c) of this Section 10.21 that will assure that such Revolving Lender is not required to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account of, such Subsidiary.
(b) So long Each Additional Borrower shall appoint the Borrower as the principal of borrowing agent and interest on any Loans made to any attorney-in-fact for such Additional Borrower, which appointment shall remain in full force and effect unless and until the Administrative Agent shall have received prior written notice that such appointment has been revoked and that another Person has been appointed in such capacity. Each Additional Borrower under this Agreement shall have been paid in full irrevocably appoint and all other obligations of such Additional authorize the Borrower under this Agreement (other than contingent indemnification obligationsor its successor) shall have been fully performed, the Parent Borrower may, by not less than five Business Days’ prior notice (i) to provide to the Administrative Agent (which shall promptly notify and the relevant Lenders thereof), terminate such Subsidiary’s status as an “Additional Borrower”.
(c) In order and receive from the Administrative Agent and the Lenders all notices with respect to accommodate (i) Loans obtained for the addition benefit of a Subsidiary as an any Additional Borrower or and all other notices and instructions under this Agreement and (ii) extensions of credit to an Additional Borrower, in each case, where one or more Revolving Lenders take such action as the Borrower deems appropriate on its behalf to obtain Loans and to exercise such other powers as are legally able and willing reasonably incidental thereto to lend Revolving Loans to, and participate in Letters of Credit issued for carry out the account of, such Subsidiary, but other Revolving Lenders are not so able and willing, the Administrative Agent shall be permitted, with the consent of the Parent Borrower and the Required Lenders, to effect such changes to the provisions purposes of this Agreement as it reasonably believes are appropriate in order for such provisions to operate in a customary and usual manner for “multiple-currency” syndicated lending agreements to a corporation and certain of its foreign subsidiaries, all with the intention of providing provisions for the Revolving Lenders who are so able and willing to extend credit to such Subsidiaries and for the other Revolving Lenders not to be required to do so. Prior to effecting any such changes, the Administrative Agent shall give all Revolving Lenders at least five Business Days’ notice thereof and an opportunity to comment thereonAgreement.
Appears in 2 contracts
Sources: Credit Agreement (Owens Corning), Credit Agreement (Owens Corning)
Additional Borrowers. (a) The Parent Subject to compliance with any applicable know your customer requirements, the Company may request that any of its wholly owned European Subsidiaries which is not a Dormant Subsidiary and which is not incorporated in France becomes a Borrower. That Subsidiary shall become an Additional Borrower may at any time, with if:
(i) it is incorporated in the prior consent same jurisdiction as an existing Borrower or in the Netherlands or otherwise if all the Lenders approve the accession of the Administrative Agent (such consent not to be unreasonably withheld or delayed), add that Subsidiary as a party to this Agreement any Wholly Owned Subsidiary to be an Additional Borrower. Upon satisfaction ;
(ii) it represents to each Finance Party on each Accession Date that all amounts payable by it under the Finance Documents may be made free and clear of the conditions specified in Section 5.3and without any Tax Deduction or, if a Tax Deduction is required to be paid:
(A) it undertakes that such Subsidiary shall for all purposes be a party hereto as an Additional Borrower as fully as if it had executed and delivered this Agreement, and the Borrowers amounts shall be jointly increased as may be necessary so that the amount payable is equal to the amount had no such Tax Deduction been made; and
(B) it agrees that any right of prepayment and severally liable for the Obligations cancellation in accordance with Clause 10.6 (limited to, with respect to any Borrower that is Right of repayment and cancellation of a Foreign Subsidiary, the Obligations of Foreign Loan Parties). The Administrative Agent shall notify the Revolving Lenders at least five Business Days prior to granting single Lender) resulting from such consent and, if any Revolving Lender notifies the Administrative Agent within five Business Days that it is not permitted by applicable Requirements of Law or any of its organizational policies to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account of, the relevant Subsidiary, shall withhold such consent (which Tax Deduction shall not be deemed to have been unreasonably withheldapplicable;
(iii) or shall give such consent only upon effecting changes the Company and that Subsidiary deliver to the provisions Facility Agent a duly completed and executed Accession Agreement;
(iv) the Company confirms that no Default is continuing or would occur as a result of this Agreement as are contemplated by paragraph that Subsidiary becoming an Additional Borrower; and
(cv) the Facility Agent has received all of this Section 10.21 the documents and other evidence listed in Part 3 of Schedule 2 (Conditions Precedent) in relation to that will assure that such Revolving Lender is not required Additional Borrower, each in form and substance satisfactory to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account of, such SubsidiaryFacility Agent.
(b) So long as the principal of and interest on any Loans made to any Additional Borrower under this Agreement The Facility Agent shall have been paid in full and all other obligations of such Additional Borrower under this Agreement (other than contingent indemnification obligations) shall have been fully performed, the Parent Borrower may, by not less than five Business Days’ prior notice to the Administrative Agent (which shall promptly notify the relevant Company and the Lenders thereofpromptly upon being satisfied that it has received (in form and substance satisfactory to it) all the documents and other evidence listed in Part 3 of Schedule 2 (Conditions Precedent), terminate such Subsidiary’s status as an “Additional Borrower”.
(c) In order to accommodate (i) Delivery of an Accession Agreement, entered into by the addition of a relevant Subsidiary as an Additional Borrower or (ii) extensions of credit to an Additional Borrower, in each case, where one or more Revolving Lenders are legally able and willing to lend Revolving Loans to, and participate in Letters of Credit issued for the account of, such Subsidiary, but other Revolving Lenders are not so able and willing, the Administrative Agent shall be permitted, with the consent of the Parent Borrower and the Required LendersCompany, to effect such changes to the provisions of this Agreement as it reasonably believes Facility Agent constitutes confirmation by that Subsidiary and the Company that the Repeating Representations are appropriate in order for such provisions to operate in a customary and usual manner for “multiple-currency” syndicated lending agreements to a corporation and certain of its foreign subsidiaries, all with the intention of providing provisions for the Revolving Lenders who are so able and willing to extend credit to such Subsidiaries and for the other Revolving Lenders not to be required to do so. Prior to effecting any such changes, the Administrative Agent shall give all Revolving Lenders at least five Business Days’ notice thereof and an opportunity to comment thereonthen correct.
Appears in 2 contracts
Sources: Credit Facility Agreement (PPG Industries Inc), Credit Facility (PPG Industries Inc)
Additional Borrowers. (a) The On or at any time after the Funding Date, the Parent Borrower may designate any Wholly-Owned Subsidiary of the Parent Borrower as an Additional Borrower by delivery to the Administrative Agent, at any timeleast ten (10) Business Days prior to such designation, with of (i) an Additional Borrower Agreement executed by such Subsidiary, the prior consent Guarantors and the Borrowers, substantially in the form of Exhibit 2.17 hereto (each, an “Additional Borrower Agreement”) and (ii) a written opinion (addressed to the Administrative Agent (and the Lenders) of counsel of such consent not Subsidiary or Subsidiaries, which opinion shall be in form, content and scope reasonably satisfactory to be unreasonably withheld the Administrative Agent, addressing such matters as the Administrative Agent or delayed)any Lender may reasonably request; provided that the Administrative Agent, add as the Issuing Banks and the Lenders shall have received all documentation and other information required by regulatory authorities with respect to such Additional Borrower under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act, that has been reasonably requested by the Administrative Agent and the Lenders a party to this Agreement any Wholly Owned Subsidiary to be an Additional Borrowerreasonable period in advance of such designation. Upon satisfaction delivery of the conditions specified in Section 5.3above-mentioned documents, such Subsidiary shall for all purposes of this Agreement be a party hereto as an Additional Borrower as fully as if it had executed and delivered a party to this Agreement, and the Borrowers shall be jointly and severally liable for the Obligations (limited to, with respect to . Promptly following receipt of any Additional Borrower that is a Foreign SubsidiaryAgreement, the Obligations of Foreign Loan Parties). The Administrative Agent shall notify the Revolving Lenders at least five Business Days prior send a copy thereof to granting such consent and, if any Revolving Lender notifies the Administrative Agent within five Business Days that it is not permitted by applicable Requirements of Law or any of its organizational policies to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account of, the relevant Subsidiary, shall withhold such consent (which shall not be deemed to have been unreasonably withheld) or shall give such consent only upon effecting changes to the provisions of this Agreement as are contemplated by paragraph (c) of this Section 10.21 that will assure that such Revolving Lender is not required to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account of, such Subsidiaryeach Lender.
(b) So long As soon as practicable after receiving notice from the principal Parent Borrower or the Administrative Agent of the Parent Borrower’s intent to designate a Subsidiary as an Additional Borrower, and interest on in any Loans made event at least five (5) Business Days prior to any Additional Borrower under this Agreement shall have been paid in full and all other obligations of the date that such Additional Borrower shall have the right to borrow hereunder, for an Additional Borrower that is organized under this Agreement (the laws of a jurisdiction other than contingent indemnification obligations) of the United States of America, or a political subdivision thereof, or the laws of the ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, the Netherlands, Luxembourg and the British Virgin Islands, or under the laws of any territory of any of the foregoing, any Lender that may not legally lend to, establish credit for the account of and/or do any business whatsoever with such Additional Borrower directly or through an Affiliate of such Lender (a “Protesting Lender”), shall have been fully performedso notify the Parent Borrower and the Administrative Agent in writing. With respect to each Protesting Lender, the Parent Borrower mayshall, by not less than five Business Days’ prior notice effective on or before the date that such Additional Borrower shall have the right to borrow Revolving Loans hereunder, either (A) notify the Administrative Agent and such Protesting Lender that (i) the Commitment of such Protesting Lender shall be terminated or (ii) rights and obligations of such Protesting Lender under this Agreement have been assigned to one or more banks or other financial institutions (which may be, but need not be, one or more existing Lenders) which at the time agree to, in the case of any such Person that is an existing Lender, increase its Commitment and in the case of any other Person become a party to this Agreement; provided that such Protesting Lender shall promptly notify have received payment of an amount equal to the relevant Lenders thereof)outstanding principal of its Revolving Loans and/or unreimbursed Letters of Credit obligations, terminate accrued interest thereon, accrued fees and all other amounts payable to it hereunder or (B) cancel the request to designate such Subsidiary’s status Subsidiary as an “Additional Borrower”” hereunder.
(c) In order to accommodate (i) the addition of a Subsidiary as an Additional Borrower or (ii) extensions of credit to an Additional Borrower, in each case, where one or more Revolving Lenders are legally able and willing to lend Revolving Loans to, and participate in Letters of Credit issued for the account of, such Subsidiary, but other Revolving Lenders are not so able and willing, the Administrative Agent shall be permitted, with the consent of the Parent Borrower and the Required Lenders, to effect such changes to the provisions of this Agreement as it reasonably believes are appropriate in order for such provisions to operate in a customary and usual manner for “multiple-currency” syndicated lending agreements to a corporation and certain of its foreign subsidiaries, all with the intention of providing provisions for the Revolving Lenders who are so able and willing to extend credit to such Subsidiaries and for the other Revolving Lenders not to be required to do so. Prior to effecting any such changes, the Administrative Agent shall give all Revolving Lenders at least five Business Days’ notice thereof and an opportunity to comment thereon.
Appears in 2 contracts
Sources: Senior Secured Revolving Credit Agreement (Paragon Offshore Ltd.), Senior Secured Revolving Credit Agreement (Noble Corp PLC)
Additional Borrowers. (a) The Parent Borrower may at any time, with From time to time on or after the prior consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed), add as a party to this Agreement any Wholly Owned Subsidiary to be an Additional Borrower. Upon satisfaction of the conditions specified in Section 5.3, such Subsidiary shall for all purposes be a party hereto as an Additional Borrower as fully as if it had executed and delivered this AgreementClosing Date, and the Borrowers shall be jointly and severally liable for the Obligations (limited to, with respect to any Borrower that is a Foreign Subsidiary, the Obligations of Foreign Loan Parties). The Administrative Agent shall notify the Revolving Lenders at least five Business Days prior to granting such consent and, if any Revolving Lender notifies the Administrative Agent within five Business Days that it is not permitted by applicable Requirements of Law or any of its organizational policies to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account of, the relevant Subsidiary, shall withhold such consent (which shall not be deemed to have been unreasonably withheld) or shall give such consent only upon effecting changes to the provisions of this Agreement as are contemplated by paragraph (c) of this Section 10.21 that will assure that such Revolving Lender is not required to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account of, such Subsidiary.
(b) So long as the principal of and interest on any Loans made to any Additional Borrower under this Agreement shall have been paid in full and all other obligations of such Additional Borrower under this Agreement (other than contingent indemnification obligations) shall have been fully performed, the Parent Borrower may, by not less than five three Business Days’ prior notice to the Administrative Agent (which shall promptly notify or such shorter period as the relevant Lenders thereofAdministrative Agent may agree), terminate subject to completion of customary “know your customer” procedures and delivery of related information, the Parent may designate any Subsidiary Guarantor as an additional Borrower (each such Subsidiary’s status as person, an “Additional Borrower”) under the Revolving Facility, an Incremental Revolving Facility, an Additional Revolving Facility or a Replacement Revolving Facility, provided that such person prior to or contemporaneously with becoming an Additional Borrower (i) is incorporated in an Approved Jurisdiction and (ii) in the case of an Additional Borrower under any Incremental Revolving Facility or Additional Revolving Facility, is approved by the relevant Incremental Revolving Facility Lenders or Additional Revolving Lenders, as applicable.
(b) Once a person has become an Additional Borrower in accordance with clause (a) above, it (i) shall be a “Borrower” in respect of the applicable Facility and will have the right to request Revolving Loans or Letters of Credit, as the case may be, in accordance with Article 2 hereof until the earlier to occur of the applicable Maturity Date or the date on which such Additional Borrower resigns as an Additional Borrower in accordance with clause (c) below.
(c) In order An Additional Borrower may elect to accommodate resign as an Additional Borrower; provided that: (i) no Default or Event of Default is continuing or would result from the addition resignation of such Additional Borrower, (ii) such resigning Additional Borrower has delivered to the Administrative Agent a Subsidiary written notice of resignation and (iii) its obligations in its capacity as Guarantor continue to be legal, valid, binding and enforceable and in full force and effect. Upon satisfaction of the requirements in sub-clauses (i), (ii) and (iii) of this clause (c), the relevant Additional Borrower shall cease to be an Additional Borrower and a Borrower.
(d) Each Borrower hereby designates the Parent as its agent and representative. The Parent may act as the agent of any Borrower for the purposes of (i) delivering Borrowing Requests, continuation or conversion notices and other notices pursuant to Article 2 hereof (and for the purpose of giving instructions with respect to the disbursement of the proceeds of any such Loans or the issuance of any Letters of Credit), (ii) delivering and receiving all other notices, consents, certificates and similar instruments contemplated hereunder or under any of the other Loan Documents and (iii) taking all other actions (including in respect of compliance with covenants and certifications) on behalf of any Borrower under any Loan Document. The Parent hereby accepts such appointment.
(e) In respect of a Loan or Loans to a particular Additional Borrower (“Designated Loans”), any Lender (a “Designating Lender”) may at any time and from time to time designate (by written notice to the Administrative Agent and the Parent): (i) a substitute lending office from which it will make Designated Loans (a “Substitute Facility Office”) or (ii) extensions nominate an Affiliate to act as the Lender of credit Designated Loans (a “Substitute Affiliate Lender”). A notice to an Additional Borrower, nominate a Substitute Affiliate Lender must be in each case, where one or more Revolving Lenders are legally able the form set out in Exhibit O and willing to lend Revolving be countersigned by the relevant Substitute Affiliate Lender confirming it will be bound as a Lender under this Agreement in respect of the Designated Loans to, and participate in Letters respect of Credit issued which it acts as Substitute Affiliate Lender. The Designating Lender will act as the representative of any Substitute Affiliate Lender it nominates for the account of, such Subsidiary, but other Revolving Lenders are not so able and willingall administrative purposes under this Agreement. The Borrowers, the Administrative Agent and the other Loan Parties will be entitled to deal only with the Designating Lender, except that payments will be made in respect of Designated Loans to the lending office of the Substitute Affiliate Lender. In particular the Loans, Commitments, LC Exposure and Swingline Exposure of the Designating Lender will not be treated as reduced by the introduction of the Substitute Affiliate Lender for voting purposes under this Agreement or the other Loan Documents and the Substitute Affiliate Lender will be treated as having no Loans, Commitments, LC Exposure or Swingline Exposure for such voting purposes. Save as mentioned in the immediately preceding sentence, a Substitute Affiliate Lender will be treated as a Lender for all purposes under the Loan Documents and having a Loan, Commitment, LC Exposure or Swingline Exposure equal to the principal amount of all Designated Loans in which it is participating if and for so long as it continues to be a Substitute Affiliate Lender under this Agreement. A Designating Lender may revoke its designation of an Affiliate as a Substitute Affiliate Lender by notice in writing to the Administrative Agent and provided that such notice may only take effect when there are no Designated Loans outstanding to the Substitute Affiliate Lender. Upon such Substitute Affiliate Lender ceasing to be a Substitute Affiliate Lender the Designating Lender will automatically assume (and be deemed to assume without further action by any party) all rights and obligations previously vested in the Substitute Affiliate Lender. If a Designating Lender designates a Substitute Facility Office or Substitute Affiliate Lender in accordance with this clause (e): (i) any Substitute Affiliate Lender shall be permitted, with treated for the consent purposes of Section 2.17 as having become a Lender on the Parent Borrower date of this Agreement and the Required Lenders, to effect such changes to (ii) the provisions of this Agreement as it reasonably believes are appropriate Section 10.05 shall not apply to or in order for such provisions to operate in a customary and usual manner for “multiple-currency” syndicated lending agreements to a corporation and certain respect of its foreign subsidiaries, all with the intention of providing provisions for the Revolving Lenders who are so able and willing to extend credit to such Subsidiaries and for the other Revolving Lenders not to be required to do so. Prior to effecting any such changes, the Administrative Agent shall give all Revolving Lenders at least five Business Days’ notice thereof and an opportunity to comment thereonSubstitute Facility Office or Substitute Affiliate Lender.
Appears in 2 contracts
Sources: Credit Agreement (Bausch Health Companies Inc.), Restatement Agreement (Valeant Pharmaceuticals International, Inc.)
Additional Borrowers. (a) The Parent Notwithstanding anything in Section 11.07 to the contrary, following the Effective Date, the Administrative Borrower may at any time, with request that (x) one or more wholly-owned Domestic Subsidiaries of the prior consent Company (other than AHS East Texas or and Subsidiary of AHS East Texas) that (ii) owns assets that are or that it desires to be included in the Legacy Borrowing Base be added as an additional Legacy Borrower under the Legacy Credit Facility by delivering to the Administrative Agent an Additional Legacy Borrower Agreement executed by such Subsidiary and the Administrative Borrower and (such consent not y) one or more Wholly-Owned Domestic Subsidiaries of AHS East Texas that owns assets that are or that it desires to be unreasonably withheld or delayed), add included in the ETMC Borrowing Base be added as a party to this Agreement any Wholly Owned Subsidiary to be an Additional ETMC Borrower under the ETMC Credit Facility by delivering to the Administrative Agent an Additional ETMC Borrower Agreement executed by such Subsidiary and the Administrative Borrower. Upon satisfaction The assets of such Subsidiary that shall become an Additional Legacy Borrower or an Additional ETMC Borrower shall not be included in the conditions specified in Section 5.3Legacy Borrowing Base or ETMC Borrowing Base, as applicable, until the Administrative Agent and Collateral Agent shall have received and be reasonably satisfied with a Field Exam on such assets from an examiner reasonably acceptable to the Administrative Agent and the Collateral Agent. Such Subsidiary shall for all purposes of this Agreement be a party hereto Legacy Borrower or an ETMC Borrower hereunder after the latest of (i) five (5) Business Days (or such shorter period as an the Administrative Agent shall agree) after delivery of such applicable Additional Borrower as fully as if it had executed Agreement and delivered this Agreement, (ii) receipt by the Lenders under the applicable Revolving Credit Facility and the Borrowers shall be jointly Administrative Agent of such documentation and severally liable other information reasonably requested by the Lenders under the applicable Revolving Credit Facility or the Administrative Agent for the Obligations purposes of complying with all necessary “know your customer” or other similar checks under all applicable laws and regulations (limited toincluding, without limitation, a Beneficial Ownership Certification with respect to such Additional Borrower if requested by any Borrower that is a Foreign Subsidiary, Lender) without any written objection submitted by the Obligations of Foreign Loan Parties). The Administrative Agent shall notify Lenders under the applicable Revolving Lenders at least five Business Days prior to granting such consent and, if any Revolving Lender notifies Credit Facility or the Administrative Agent within five Business Days ten (10) days of the date of receipt of such documentation and other information; provided that it is not permitted by applicable Requirements of Law or any of its organizational policies to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account of, the relevant Subsidiary, (a) each Additional Legacy Borrower and Additional ETMC Borrower shall withhold such consent (which shall not also be deemed to have been unreasonably withheld) or shall give such consent only upon effecting changes to the provisions of this Agreement as are contemplated by paragraph (c) of this Section 10.21 that will assure that such Revolving Lender is not required to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account of, such Subsidiary.
a Guarantor and (b) So long neither the Administrative Agent, the Collateral Agent nor any Lender under the applicable Revolving Credit Facility shall be materially adversely affected by the addition of such Additional Legacy Borrower or Additional ETMC Borrower, as the principal applicable. Any obligations in respect of and interest on Borrowings by any Loans made to any Additional Borrower under this Agreement shall have been paid in full and will constitute “Obligations” for all other obligations purposes of such the Loan Documents. Promptly following receipt of any Additional Borrower under this Agreement (other than contingent indemnification obligations) shall have been fully performed, the Parent Borrower may, by not less than five Business Days’ prior notice to the Administrative Agent (which shall promptly notify the relevant Lenders thereof), terminate such Subsidiary’s status as an “Additional Borrower”.
(c) In order to accommodate (i) the addition of a Subsidiary as an Additional Borrower or (ii) extensions of credit to an Additional Borrower, in each case, where one or more Revolving Lenders are legally able and willing to lend Revolving Loans to, and participate in Letters of Credit issued for the account of, such Subsidiary, but other Revolving Lenders are not so able and willingAgreement, the Administrative Agent shall be permitted, with send a copy thereof to each Lender under the consent of the Parent Borrower and the Required Lenders, to effect such changes to the provisions of this Agreement as it reasonably believes are appropriate in order for such provisions to operate in a customary and usual manner for “multiple-currency” syndicated lending agreements to a corporation and certain of its foreign subsidiaries, all with the intention of providing provisions for the applicable Revolving Lenders who are so able and willing to extend credit to such Subsidiaries and for the other Revolving Lenders not to be required to do so. Prior to effecting any such changes, the Administrative Agent shall give all Revolving Lenders at least five Business Days’ notice thereof and an opportunity to comment thereonCredit Facility.
Appears in 2 contracts
Sources: Amendment and Restatement Agreement (Ardent Health Partners, LLC), Abl Credit Agreement (Ardent Health Partners, LLC)
Additional Borrowers. (a) The Parent Lead Borrower may at any time, with upon not less than 15 Business Days’ notice from the prior consent of Lead Borrower to the Administrative Agent (or such consent not to shorter period as may be unreasonably withheld or delayedagreed by the Administrative Agent in its sole discretion), add as a party to this Agreement designate any Wholly Owned Material Subsidiary to be an Additional Borrower. Upon satisfaction of the conditions specified in Section 5.3, such Subsidiary shall for all purposes be a party hereto as an Additional Borrower as fully as if it had executed and delivered this Agreement, and the Borrowers shall be jointly and severally liable for the Obligations (limited to, with respect to any Borrower that is a Foreign Subsidiary, Domestic Subsidiary of the Obligations of Foreign Loan Parties). The Administrative Agent shall notify the Revolving Lenders at least five Business Days prior Lead Borrower (an “Applicant Borrower”) as a Borrower to granting such consent and, if any Revolving Lender notifies the Administrative Agent within five Business Days that it is not permitted receive Loans hereunder by applicable Requirements of Law or any of its organizational policies to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account of, the relevant Subsidiary, shall withhold such consent (which shall not be deemed to have been unreasonably withheld) or shall give such consent only upon effecting changes to the provisions of this Agreement as are contemplated by paragraph (c) of this Section 10.21 that will assure that such Revolving Lender is not required to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account of, such Subsidiary.
(b) So long as the principal of and interest on any Loans made to any Additional Borrower under this Agreement shall have been paid in full and all other obligations of such Additional Borrower under this Agreement (other than contingent indemnification obligations) shall have been fully performed, the Parent Borrower may, by not less than five Business Days’ prior notice delivering to the Administrative Agent (which shall promptly notify deliver counterparts thereof to each Lender) a duly executed Borrower Request and Assumption Agreement. The parties hereto acknowledge and agree that prior to any Applicant Borrower becoming entitled to utilize the relevant credit facilities provided for herein the Administrative Agent and the Lenders thereof)shall have received such supporting resolutions, terminate such Subsidiary’s status as an “Additional Borrower”.
(c) In order to accommodate (i) the addition incumbency certificates, opinions of a Subsidiary as an Additional Borrower counsel and other documents or (ii) extensions of credit to an Additional Borrowerinformation, in each caseform and substance reasonably satisfactory to the Administrative Agent, where one or more Revolving Lenders are legally able and willing to lend Revolving Loans toas may be required by the Administrative Agent in its reasonable discretion, and participate in Letters Notes signed by such new Borrowers to the extent any Lenders so require and the Applicant Borrower shall have complied with the terms and conditions of Credit issued for Sections 6.11 and 6.13 as if such Applicant Borrower were a Restricted Subsidiary referenced therein. If the account ofAdministrative Agent agrees that an Applicant Borrower shall be entitled to receive Loans hereunder, then promptly following receipt of all such Subsidiaryrequested resolutions, but incumbency certificates, opinions of counsel and other Revolving Lenders are not so able and willingdocuments or information, the Administrative Agent shall be permitted, with send Borrower Notice to the consent of the Parent Lead Borrower and the Required LendersLenders specifying the effective date upon which the Applicant Borrower shall constitute a Borrower for purposes hereof, whereupon each of the Lenders agrees to effect permit such changes Borrower to receive Loans hereunder, on the provisions terms and conditions set forth herein, and each of the parties agrees that such Borrower otherwise shall be a Borrower for all purposes of this Agreement as it reasonably believes are appropriate in order for such provisions Agreement.
(b) The Lead Borrower may from time to operate in a customary and usual manner for “multiple-currency” syndicated lending agreements to a corporation and certain of its foreign subsidiariestime, all with the intention of providing provisions for the Revolving Lenders who are so able and willing to extend credit to such Subsidiaries and for the other Revolving Lenders upon not to be required to do so. Prior to effecting any such changes, the Administrative Agent shall give all Revolving Lenders at least five less than 15 Business Days’ notice thereof from the Lead Borrower to the Administrative Agent (or such shorter period as may be agreed by the Administrative Agent in its sole discretion), terminate a Borrower’s status as such, provided that there are no outstanding Loans payable by such Borrower, or other amounts payable by such Borrower on account of any Loans made to it, as of the effective date of such termination; provided, further no Borrower’s status shall be terminated as such until and an opportunity unless such Borrower satisfies the requirements of Section s 6.11 and 6.13 to comment thereonbecome a Guarantor as if such Borrower were the Restricted Subsidiary referenced therein. The Administrative Agent will promptly notify the Lenders of any such termination of a Borrower’s status.
Appears in 2 contracts
Sources: Credit Agreement (Performance Food Group Co), Credit Agreement (Performance Food Group Co)
Additional Borrowers. (a) The Parent Borrower Notwithstanding anything in Section 12.1 to the contrary, following the Closing Date, the Borrowers’ Agent may at any timerequest that one or more of its Subsidiaries that is a Wholly Owned Subsidiary organized under the laws of a jurisdiction in the United States or Canada be added to this Agreement as an additional borrower (an “Additional Borrower”) by delivering to the Agent a written notice; provided that:
(i) the Agent shall have consented, with the prior which consent of the Administrative Agent (such consent may not to be unreasonably withheld or delayed)withheld, add as to the designation of such Additional Borrower;
(ii) (A) such Additional Borrower shall become a party to this Agreement any Wholly Owned Subsidiary as a U.S. Borrower or a Canadian Borrower, as applicable, pursuant to be an Additional Borrower. Upon satisfaction of joinder documentation in form and substance reasonably acceptable to the conditions specified in Section 5.3Agent and the Borrowers’ Agent and (B) to the extent reasonably requested by the Agent, the Agent shall have received such Subsidiary shall for all purposes be a party hereto as an opinions, certificates, Charter Documents and other similar documents with respect to the Additional Borrower as fully are substantially consistent (as if it had executed and modified for differences in jurisdiction or as otherwise modified in a manner reasonably acceptable to the Agent) with those delivered this Agreementwith respect to the U.S. Borrower or the Canadian Borrowers, and as applicable, on the Borrowers Closing Date pursuant to Section 9.1(c);
(iii) (A) the Agent shall be jointly and severally liable for the Obligations (limited tohave first received, with respect to such Additional Borrower, all documentation and other information that is required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations including the Act (as defined in Section 14.23) to the extent reasonably requested in writing by the Agent and the Lenders and (B) any Additional Borrower that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have first delivered, to each Lender that so requested, a Beneficial Ownership Certification in relation to such Additional Borrower;
(iv) (A) in the case of an Additional Borrower that is a Foreign Subsidiaryorganized under the Laws of the United States of America, any state thereof or the Obligations District of Foreign Loan Parties). The Administrative Agent shall notify Columbia, to the Revolving Lenders at least five Business Days prior to granting extent such consent and, if any Revolving Lender notifies the Administrative Agent within five Business Days that it Additional Borrower is not permitted already a U.S. Guarantor, such Additional Borrower shall (x) execute and deliver to the Agent a Supplemental Agreement (as defined in the U.S. GCA) and such other amendments to the U.S. Security Documents as the Agent may reasonably deem necessary or reasonably advisable to grant to the Agent, for the benefit of the Secured Parties, a perfected security interest (as and to the extent provided in the U.S. Security Documents) in the Collateral of such Additional Borrower, (y) deliver such other documentation as the Agent may reasonably request in accordance with the U.S. Security Documents (and subject to the limitations set out therein) in order to cause the Lien created by the U.S. Security Documents in such Additional Borrower’s Collateral to be duly perfected in accordance with all applicable Requirements of Law or any Law, including the filing of its organizational policies financing statements in such jurisdictions as may reasonably be requested by the Agent, and such other documents with respect to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account of, the relevant Subsidiary, shall withhold such consent (which shall not be deemed to have been unreasonably withheld) or shall give such consent only upon effecting changes to the provisions of this Agreement as are contemplated by paragraph (c) of this Section 10.21 that will assure that such Revolving Lender is not required to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account of, such Subsidiary.
(b) So long as the principal of and interest on any Loans made to any Additional Borrower under this Agreement shall have been paid in full and all other obligations of such Additional Borrower under this Agreement as the Agent may reasonably request that are consistent with the documents in place or delivered to the Agent by the Obligors on the Closing Date, and (other than contingent indemnification obligationsz) shall have been fully performedexcept as may otherwise be provided in the definition of the term “Permitted Acquisition”, prior to including such Additional Borrower’s assets in the U.S. Borrowing Base, the Parent Borrower may, by not less than five Business Days’ prior notice Agent shall conduct an Appraisal and field examination with respect to the Administrative Agent (which shall promptly notify the relevant Lenders thereof), terminate such Subsidiary’s status as an “Additional Borrower”.
, including of (cA) In order to accommodate such Additional Borrower’s practices in the computation of its Borrowing Base and (iB) the addition of a Subsidiary as an Additional Borrower or (ii) extensions of credit to an assets included in such Additional Borrower’s Borrowing Base and related financial information such as, but not limited to, sales, gross margins, payables, accruals and reserves, in each case, where one or more Revolving Lenders are legally able prepared on a basis reasonably satisfactory to the Agent and willing to lend Revolving Loans to, and participate in Letters of Credit issued for at the account of, such Subsidiary, but other Revolving Lenders are not so able and willing, the Administrative Agent shall be permitted, with the consent sole expense of the Parent Borrower and the Required Lenders, to effect such changes to the provisions of this Agreement as it reasonably believes are appropriate in order for such provisions to operate in a customary and usual manner for “multiple-currency” syndicated lending agreements to a corporation and certain of its foreign subsidiaries, all with the intention of providing provisions for the Revolving Lenders who are so able and willing to extend credit to such Subsidiaries and for the other Revolving Lenders not to be required to do so. Prior to effecting any such changes, the Administrative Agent shall give all Revolving Lenders at least five Business Days’ notice thereof and an opportunity to comment thereon.Obligors; or
Appears in 2 contracts
Sources: Credit Agreement (Herc Holdings Inc), Credit Agreement (Herc Holdings Inc)
Additional Borrowers. The Parent may request that any of its wholly-owned Subsidiaries becomes an Additional Borrower. Any such Subsidiary shall become an Additional Borrower upon the satisfaction of the following conditions:
(a) The each Lender (acting reasonably) approves the addition of that Subsidiary as an Additional Borrower (it being understood that a Lender shall be deemed to have acted reasonably in withholding its approval if (i) it is unlawful for such Lender to make Loans under this Agreement to the proposed “Additional Borrower,” (ii) such Lender cannot or has not determined that it is lawful to do so, (iii) the making of a Loan to the proposed “Additional Borrower” might subject such Lender to adverse tax consequences, (iv) such Lender is required or has determined that it is prudent to register or file in the jurisdiction of formation or organization of the proposed Additional Borrower and it does not wish to do so or (v) that such Lender is restricted by operational or administrative procedures or other applicable internal policies from extending credit under this Agreement to Persons in the jurisdiction in which such Subsidiary is located);
(b) the Parent delivers to the Administrative Agent a Borrower may at any timeAccession Notice and such other documentation and legal opinions the Administrative Agent shall reasonably request, with the prior consent of each in form and substance satisfactory to the Administrative Agent (such consent not including (i) “Know your customer” documentation and (ii) to be unreasonably withheld or delayed), add the extent any Borrower qualifies as a party “legal entity customer” under the Beneficial Ownership Regulation, a Beneficial Ownership Certification, each in form and substance satisfactory to this Agreement any Wholly Owned Subsidiary to be an Additional Borrower. Upon satisfaction of the conditions specified in Section 5.3, such Subsidiary shall for all purposes be a party hereto as an Additional Borrower as fully as if it had executed and delivered this Agreement, each Lender and the Borrowers Administrative Agent which shall be jointly and severally liable for the Obligations (limited to, with respect to any Borrower that is a Foreign Subsidiary, the Obligations of Foreign Loan Parties). The Administrative Agent shall notify the Revolving Lenders received at least five Business Days prior to granting its succession hereof);
(c) no Default or Event of Default is continuing or would result therefrom and each of the representations and warranties in the Loan Documents shall be true and correct after giving effect thereto as if made on such consent date (and the Parent has certified the same in writing); and, if any Revolving Lender notifies
(d) to the Administrative Agent within five Business Days that it extent such Additional Borrower is not permitted by applicable Requirements of Law or any of its organizational policies a Person incorporated in Switzerland and/or is a Swiss tax resident for Withholding Tax purposes and is subject to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans the Swiss Guidelines:
(i) such Additional Borrower shall constitute a “Swiss Additional Borrower” for the account of, the relevant Subsidiary, shall withhold such consent all purposes under this Agreement; and
(which shall not be deemed to have been unreasonably withheldii) or shall give such consent only upon effecting changes to the provisions of this Agreement as are contemplated by paragraph (c) of this Section 10.21 that will assure that such Revolving Lender is not required they relate to make Revolving Loans to, a Swiss Borrower or participate in Letters of Credit or Swingline Loans for the account of, such Subsidiary.
(b) So long as the principal of and interest on any Loans made to any Swiss Additional Borrower under this Agreement shall have been paid in full reviewed and all other obligations approved by counsel of such Additional Borrower under this Agreement (other than contingent indemnification obligations) shall have been fully performed, the Parent Borrower may, by not less than five Business Days’ prior notice to the Administrative Agent (which shall promptly notify at the relevant Lenders thereof), terminate such SubsidiaryParent’s status as an “Additional Borrower”.
(c) In order to accommodate (i) the addition of a Subsidiary as an Additional Borrower or (ii) extensions of credit to an Additional Borrower, in each case, where one or more Revolving Lenders are legally able and willing to lend Revolving Loans toexpense, and participate in Letters any corresponding amendments to the Loan Documents resulting from such review may be executed with the approval of Credit issued for the account of, such Subsidiary, but other Revolving Lenders are not so able and willing, the Administrative Agent shall be permittedand the Parent, with each in their sole discretion, without the requirement to obtain the consent of the Parent Borrower and the Required Lenders, to effect such changes to the provisions of this Agreement as it reasonably believes are appropriate in order for such provisions to operate in a customary and usual manner for “multiple-currency” syndicated lending agreements to a corporation and certain of its foreign subsidiaries, all with the intention of providing provisions for the Revolving Lenders who are so able and willing to extend credit to such Subsidiaries and for the other Revolving Lenders not to be required to do so. Prior to effecting any such changes, the Administrative Agent shall give all Revolving Lenders at least five Business Days’ notice thereof and an opportunity to comment thereon.
Appears in 2 contracts
Sources: Senior Unsecured Sustainability Linked Revolving Credit Agreement (Teva Pharmaceutical Industries LTD), Senior Unsecured Revolving Credit Agreement (Teva Pharmaceutical Industries LTD)
Additional Borrowers. (ai) The Subject to paragraph (ii) below, the Company may, upon not less than 5 Business Days prior written notice to the Administrative Agent, request that it or any Permitted Affiliate Parent or any member of the Bank Group which is a direct or indirect wholly-owned Subsidiary of any Permitted Affiliate Parent and that is a wholly-owned Subsidiary of any Permitted Affiliate Holdco becomes an Additional Borrower under this Agreement.
(ii) Such member of the Bank Group or any Permitted Affiliate Parent may at become an Additional Borrower to a Facility if:
(A) it is incorporated in the same jurisdiction as an existing Borrower for that Facility or the Required Lenders have approved the addition of that member of the Bank Group or any timePermitted Affiliate Parent as an Additional Borrower;
(B) such member of the Bank Group or the Permitted Affiliate Parent, with as applicable, and the prior consent of Company deliver to the Administrative Agent (a duly completed and executed joinder agreement in form and substance reasonably satisfactory to the Administrative Agent pursuant to which such consent not member of the Bank Group or the Permitted Affiliate Parent, as applicable, agrees to be unreasonably withheld or delayed), add as become a party to this Agreement any Wholly Owned Subsidiary to be as an Additional Borrower. Upon satisfaction ;
(C) The Company confirms that no Event of Default is continuing or would occur as a result of that member of the conditions specified in Section 5.3, such Subsidiary shall for all purposes be a party hereto as Bank Group or any Permitted Affiliate Parent becoming an Additional Borrower as fully as if it had executed Borrower; and
(D) the Administrative Agent has received all of the documents and delivered this Agreementother evidence listed in Schedule 10.21 in relation to that member of the Bank Group or any Permitted Affiliate Parent, each in form and substance reasonably satisfactory to the Borrowers shall be jointly and severally liable for the Obligations Administrative Agent.
(limited to, with respect to any Borrower that is a Foreign Subsidiary, the Obligations of Foreign Loan Parties). iii) The Administrative Agent shall notify the Revolving Company and the Lenders at least five Business Days prior to granting such consent and, if any Revolving Lender notifies promptly upon being satisfied that the Administrative Agent within five Business Days that it is not permitted by applicable Requirements of Law or any of its organizational policies to make Revolving Loans to, or participate conditions specified in Letters of Credit or Swingline Loans for the account of, the relevant Subsidiary, shall withhold such consent (which shall not be deemed to have been unreasonably withheld) or shall give such consent only upon effecting changes to the provisions of this Agreement as are contemplated by paragraph (c) of this Section 10.21 that will assure that such Revolving Lender is not required to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account of, such Subsidiary.
(b) So long as above (and, in the principal case of and interest on any Loans made to any Additional Borrower under this Agreement shall Permitted Affiliate Parent, Section 10.21(a)) have been paid in full and all other obligations of such Additional Borrower under this Agreement (other than contingent indemnification obligations) shall have been fully performed, the Parent Borrower may, by not less than five Business Days’ prior notice to the Administrative Agent (which shall promptly notify the relevant Lenders thereof), terminate such Subsidiary’s status as an “Additional Borrower”satisfied.
(c) In order to accommodate (i) the addition of a Subsidiary as an Additional Borrower or (ii) extensions of credit to an Additional Borrower, in each case, where one or more Revolving Lenders are legally able and willing to lend Revolving Loans to, and participate in Letters of Credit issued for the account of, such Subsidiary, but other Revolving Lenders are not so able and willing, the Administrative Agent shall be permitted, with the consent of the Parent Borrower and the Required Lenders, to effect such changes to the provisions of this Agreement as it reasonably believes are appropriate in order for such provisions to operate in a customary and usual manner for “multiple-currency” syndicated lending agreements to a corporation and certain of its foreign subsidiaries, all with the intention of providing provisions for the Revolving Lenders who are so able and willing to extend credit to such Subsidiaries and for the other Revolving Lenders not to be required to do so. Prior to effecting any such changes, the Administrative Agent shall give all Revolving Lenders at least five Business Days’ notice thereof and an opportunity to comment thereon.
Appears in 2 contracts
Sources: First Lien Credit Agreement (Liberty Global PLC), Second Lien Credit Agreement (Liberty Global PLC)
Additional Borrowers. (a) The Parent Borrower may at any time, with the prior consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed), add as a party to this Agreement any Wholly Owned Subsidiary to be an Additional Borrower. Upon satisfaction of the conditions specified in Section 5.3, such Subsidiary shall for all purposes be a party hereto as an Additional Borrower as fully as if it had executed and delivered this Agreement, and the Borrowers shall be jointly and severally liable for the Obligations (limited to, with respect to any Borrower that is a Foreign Subsidiary, the Obligations of Foreign Loan Parties). The Administrative Agent shall notify the Revolving Lenders at least five Business Days prior to granting such consent and, if any Revolving Lender notifies the Administrative Agent within five Business Days that it is not permitted by applicable Requirements of Law or any of its organizational policies to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account of, the relevant Subsidiary, shall withhold such consent (which shall not be deemed to have been unreasonably withheld) or shall give such consent only upon effecting changes to the provisions of this Agreement as are contemplated by paragraph (c) of this Section 10.21 that will assure that such Revolving Lender is not required to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account of, such Subsidiary.
(b) So long as the principal of and interest on any Loans made to any Additional Borrower under this Agreement shall have been paid in full and all other obligations of such Additional Borrower under this Agreement (other than contingent indemnification obligations) shall have been fully performed, the Parent Borrower may, by not less than five Business Days30 days’ prior notice to the Administrative Agent (or such shorter period of time to which the Administrative Agent may agree), and subject to the written consent of the Revolving Lenders, which consent of each Revolving Lender shall not be unreasonably withheld (it being understood that a Revolving Lender shall be deemed to have acted reasonably in withholding its consent if (i) it is unlawful for such Revolving Lender to make Revolving Loans under this Agreement to the proposed additional Borrower, (ii) such Revolving Lender cannot or has not determined that it is lawful to do so, (iii) the making of a Revolving Loan to the proposed additional Borrower might reasonably be expected to subject such Lender to adverse tax consequences, (iv) such Lender is required or has determined that it is prudent to register or file in the jurisdiction of formation or organization of the proposed additional Borrower and it does not wish to do so or (v) such Lender is restricted by operational or administrative procedures or other applicable internal policies from extending credit under this Agreement to Persons in the jurisdiction in which the proposed additional Borrower is located), the Company may designate one or more Guarantors to be additional joint and several direct Borrowers hereunder by written request to the Administrative Agent accompanied by (a) an executed Assumption Agreement and appropriate Notes (to the extent requested by any Lender) executed by the designated Guarantor, (b) a certificate of good standing of the designated Guarantor in the jurisdiction of its incorporation or organization, (c) a certified resolution of such Guarantor’s board of directors or other governing body authorizing the execution and delivery of the Assumption Agreement and such Notes, (d) a written consent to the Assumption Agreement executed by each Guarantor, (e) appropriate written legal opinions reasonably requested by the Administrative Agent with respect to such new Borrower and the Assumption Agreement covering matters similar to those covered in the opinions delivered on the Closing Date (and, if such written request is made on or after the First Amendment Effective Date, those covered in the collateral-related opinions delivered on the First Amendment Effective Date) and (f) such documentation and other evidence as is reasonably requested by the Administrative Agent or any Lender in order for the Administrative Agent or such Lender to carry out and be satisfied it has complied with the results of all necessary “know your customer” or other similar checks under the USA PATRIOT Act, under similar regulations and, if the Borrower qualifies as a “legal entity customer,” under the Beneficial Ownership Regulation and is not otherwise prohibited by Law from making Loans to such new Borrower. The Obligations of any additional Borrowers designated pursuant to this Section 2.17 may be limited as to amount as directed by the Company. The Administrative Agent shall promptly notify the relevant Lenders thereof)of such request, terminate together with copies of such Subsidiary’s status as an “Additional Borrower”.
(c) In order to accommodate (i) the addition of a Subsidiary as an Additional Borrower or (ii) extensions of credit to an Additional Borrower, in each case, where one or more Revolving Lenders are legally able and willing to lend Revolving Loans to, and participate in Letters of Credit issued for the account of, such Subsidiary, but other Revolving Lenders are not so able and willing, the Administrative Agent shall be permitted, with the consent of the Parent Borrower foregoing as any Lender may request and the Required Lenders, to effect such changes to the provisions of this Agreement as it reasonably believes are appropriate in order for such provisions to operate in designated Guarantor shall become a customary and usual manner for “multiple-currency” syndicated lending agreements to a corporation and certain of its foreign subsidiaries, all with the intention of providing provisions for the Revolving Lenders who are so able and willing to extend credit to such Subsidiaries and for the other Revolving Lenders not to be required to do so. Prior to effecting any such changes, the Administrative Agent shall give all Revolving Lenders at least five Business Days’ notice thereof and an opportunity to comment thereonBorrower hereunder.
Appears in 2 contracts
Sources: Credit Agreement (MGM Resorts International), Credit Agreement (MGM Resorts International)
Additional Borrowers. Subject to the satisfaction of the conditions set forth below, the Borrowers may elect, pursuant to a Loan Agreement Supplement, other newly executed Loan Documents and/or modifications, amendments or supplements to the Loan Documents (ain each case, reasonably acceptable to Lender) The Parent to cause one or more direct or indirect wholly-owned subsidiaries of Guarantor to assume and become jointly and severally obligated under the Notes and the Loan Documents for repayment of the Loan, to add the Additional Borrower may at any timeSites of such Additional Borrower in accordance with Section 11.7, and to pledge the Other Company Collateral of such Additional Borrower. Upon such election and satisfaction of such conditions, (i) Schedule 1 shall be amended to include such Additional Borrowers as are designated to become “Borrowers” hereunder; and (ii) all references to the Borrowers hereunder shall include all of the Additional Borrowers identified on such amended Schedule 1. Any election to add an Additional Borrower shall be subject to the satisfaction of the following conditions precedent:
(A) No Event of Default or Amortization Period is then continuing (unless such Event of Default or Amortization Period would be cured by the addition of an Additional Borrower);
(B) No event or condition has occurred or exists that, with the prior consent giving or notice or passage of time, would give rise to an Event of Default;
(C) If a Special Servicing Period is then in effect, the Servicer shall have confirmed satisfaction of the Administrative Agent (conditions precedent to such consent Additional Borrower, such confirmation not to be unreasonably withheld withheld, conditioned or delayed), add as .
(D) Such Additional Borrower must be a party to this Agreement any Wholly Owned Subsidiary to be an direct or indirect wholly-owned subsidiary of Guarantor;
(E) Guarantor shall have pledged 100% of the equity of such Additional Borrower. Upon satisfaction , or, if such Additional Borrower is not a direct subsidiary of Guarantor, of the conditions specified in Section 5.3direct parent of such Additional Borrower, such Subsidiary shall for all purposes be a party hereto as an Additional Borrower as fully as if it had executed and delivered this Agreement, and pursuant to the Borrowers shall be jointly and severally liable for Pledge Agreement to secure its obligations pursuant to the Obligations (limited to, with respect to any Borrower that is a Foreign Subsidiary, the Obligations of Foreign Loan Parties). The Administrative Agent shall notify the Revolving Lenders at least five Business Days prior to granting such consent Payment Guaranty and, if any Revolving Lender notifies the Administrative Agent within five Business Days that it such Additional Borrower is not permitted by applicable Requirements a direct subsidiary of Law or any of its organizational policies to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account ofGuarantor, the relevant Subsidiary, shall withhold such consent (which shall not be deemed to have been unreasonably withheld) or shall give such consent only upon effecting changes to the provisions of this Agreement as are contemplated by paragraph (c) of this Section 10.21 that will assure that such Revolving Lender is not required to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account of, such Subsidiary.
(b) So long as the principal of and interest on any Loans made to any Additional Borrower under this Agreement shall have been paid in full and all other obligations direct parent of such Additional Borrower under this Agreement (other than contingent indemnification obligations) shall have been fully performedpledged 100% of the equity of such Additional Borrower in support of its obligation to guarantee the Loan, by executing a pledge and a guaranty substantially in the form of the Payment Guaranty and the Pledge Agreement, subject to Lender’s reasonable approval;
(F) On or prior to the date of such election, the Parent Borrower may, by not less than five Business Days’ prior notice Borrowers shall deliver to the Administrative Agent (which shall promptly notify the relevant Lenders thereof), terminate such Subsidiary’s status as Lender an “Additional Borrower”.
(c) In order opinion or opinions of counsel reasonably satisfactory to accommodate Lender stating (i) that the addition of a Subsidiary as an such Additional Borrower will not constitute a “significant modification” of the Loan or “deemed exchange” of the Notes under section 1001 of the IRC and (ii) extensions the Loan Increase, if any, will not create a taxable event, for U.S. Federal income tax purposes, to any holder of credit a Certificate;
(G) On or prior to the date of such election, the Borrowers shall deliver to Lender an opinion of counsel reasonably satisfactory to Lender concerning the substantive non-consolidation of such Additional Borrower, in each casea form reasonably satisfactory to Lender, where one or more Revolving Lenders are legally able provided that an opinion in the form of the substantive non-consolidation opinion delivered to Lender on the Closing Date with regards to the Borrowers pursuant to Section 3.1(D)(iv) shall be satisfactory to Lender;
(H) Such Additional Borrower shall have represented and willing warranted to lend Revolving Loans toLender, and participate in Letters of Credit issued for the account ofLoan Agreement Supplement, such Subsidiary, but other Revolving Lenders are not so able and willingas to itself, the Administrative Agent representations and warranties set forth in Article IV (other than Section 4.30) as of the date of such election;
(I) Such Additional Borrower shall be permittedhave represented and warranted to Lender, in the Loan Agreement Supplement, as to itself, the representations and warranties set forth in Section 9.1;
(J) On or prior to the date of such election, the conditions with respect to the Addition of the Additional Borrower Sites of such Additional Borrower set forth in Section 11.7 shall have been satisfied;
(K) On or prior to the date of such election, the organizational documents of such Additional Borrower shall contain provisions that limit the purposes of such Additional Borrower in a manner that is consistent with the consent provisions governing the purposes of the Parent Borrowers set forth in the organizational documents of the Borrowers on the Closing Date; and
(L) Rating Agency Confirmation shall have been obtained. Notwithstanding the foregoing, in connection with a Permitted Subsidiary becoming an Additional Borrower in accordance with Section 14.24, only the conditions set forth in Section 2.3(H) and the Required Lenders, to effect such changes to the provisions of this Agreement as it reasonably believes are appropriate in order for such provisions to operate in a customary and usual manner for “multiple-currency” syndicated lending agreements to a corporation and certain of its foreign subsidiaries, all with the intention of providing provisions for the Revolving Lenders who are so able and willing to extend credit to such Subsidiaries and for the other Revolving Lenders not to be required to do so. Prior to effecting any such changes, the Administrative Agent (I) shall give all Revolving Lenders at least five Business Days’ notice thereof and an opportunity to comment thereonapply.
Appears in 2 contracts
Sources: Loan and Security Agreement (American Tower Corp /Ma/), Loan and Security Agreement (American Tower Corp /Ma/)
Additional Borrowers. (a) The Any Subsidiary of the Company shall have the right to become a "Borrower" hereunder, and to borrow hereunder subject to the terms and conditions hereof applicable to a Borrower and to the following additional conditions:
(i) the Company shall deliver a notice in substantially the form of Exhibit I hereto (a "Notice of Additional Borrower") signed by such Subsidiary and countersigned by the Parent Borrower may at any time, with and the prior consent of Company to the Administrative Agent (and the Banks stating that such consent not Subsidiary desires to become a "Borrower" under this Agreement and agrees to be unreasonably withheld or delayed), add as a party bound by the terms hereof. From the time of receipt of such Notice of Additional Borrower by the Administrative Agent and the Banks and subject to this Agreement any Wholly Owned Subsidiary to be an the satisfaction of each condition precedent contained in such Notice of Additional Borrower. Upon satisfaction of the conditions specified in Section 5.3, such Subsidiary shall for all purposes be a party hereto as an "Borrower" hereunder with all of the rights and obligations of a Borrower hereunder; provided, however, that the Company may revoke a Notice of Additional Borrower as fully as if it had executed and delivered this Agreement, and the Borrowers shall be jointly and severally liable for the Obligations (limited to, with respect to any Subsidiary (other than the Company) upon five Business Days' written notice to the Administrative Agent, so long as such Borrower that has no Obligations outstanding. No Notice of Additional Borrower relating to a Subsidiary may be revoked as to amounts owed by such Subsidiary to the Banks under this Agreement or any Notes or when an irrevocable notice pursuant to subsection 2.3, or a notice of acceptance pursuant to subsection 3.1 or 4.2, has been given by such Subsidiary as a Borrower and is effective;
(ii) if such Subsidiary is a Foreign Subsidiary, if reasonably requested by the Obligations Majority Banks, such Notice of Foreign Loan Parties). The Administrative Agent Additional Borrower shall notify be accompanied by an opinion of counsel for such Subsidiary as specified in paragraph 4(a)(ii) of such Notice of Additional Borrower;
(iii) and the Revolving Lenders at least five Business Days prior to granting other conditions set forth in such consent and, if any Revolving Lender notifies the Administrative Agent within five Business Days that it is not permitted by applicable Requirements Notice of Law or any of its organizational policies to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account of, the relevant Subsidiary, Additional Borrower shall withhold such consent (which shall not be deemed to have been unreasonably withheld) or shall give such consent only upon effecting changes to satisfied (including the provisions representations and warranties contained therein being true and correct as of this Agreement as are contemplated by paragraph (c) of this Section 10.21 that will assure that such Revolving Lender is not required to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account of, such Subsidiarydate thereof).
(b) So long as the principal Promptly, upon receipt of and interest on any Loans made to any Notice of Additional Borrower under this Agreement shall have been paid in full and all other obligations of such Additional Borrower under this Agreement (other than contingent indemnification obligations) shall have been fully performed, the Parent Borrower may, by not less than five Business Days’ prior notice to the Administrative Agent (which shall promptly notify the relevant Lenders thereof), terminate such Subsidiary’s status as an “Additional Borrower”.
(c) In order to accommodate (i) the addition of a Subsidiary as an Additional Borrower or (ii) extensions of credit to an Additional Borrower, in each case, where one or more Revolving Lenders are legally able and willing to lend Revolving Loans to, and participate in Letters of Credit issued for the account of, such Subsidiary, but other Revolving Lenders are not so able and willingAgent, the Administrative Agent shall be permittednotify each Bank thereof, with the consent and shall deliver to each Bank copies of the Parent Borrower and the Required Lenders, each document delivered to effect such changes to the provisions of this Agreement as it reasonably believes are appropriate in order for such provisions to operate in a customary and usual manner for “multiple-currency” syndicated lending agreements to a corporation and certain of its foreign subsidiaries, all with the intention of providing provisions for the Revolving Lenders who are so able and willing to extend credit to such Subsidiaries and for the other Revolving Lenders not to be required to do so. Prior to effecting any such changes, the Administrative Agent shall give all Revolving Lenders at least five Business Days’ notice thereof and an opportunity pursuant to comment thereonsuch Notice of Additional Borrower.
Appears in 2 contracts
Sources: 364 Day Credit Agreement (W R Grace & Co), 364 Day Credit Agreement (Wr Grace & Co/De)
Additional Borrowers. (a) The Parent Borrower may at any time, with the prior consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed), add as a party to this Agreement any Wholly Owned Subsidiary to be an Additional Borrower. Upon satisfaction of the conditions specified in Section 5.3, such Subsidiary shall for all purposes be a party hereto as an Additional Borrower as fully as if it had executed and delivered this Agreement, and the Borrowers shall be jointly and severally liable for the Obligations (limited to, with respect to any Borrower that is a Foreign Subsidiary, the Obligations of Foreign Loan Parties). The Administrative Agent shall notify the Revolving Lenders at least five Business Days prior to granting such consent and, if any Revolving Lender notifies the Administrative Agent within five Business Days that it is not permitted by applicable Requirements of Law or any of its organizational policies to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account of, the relevant Subsidiary, shall withhold such consent (which shall not be deemed to have been unreasonably withheld) or shall give such consent only upon effecting changes to the provisions of this Agreement as are contemplated by paragraph (c) of this Section 10.21 that will assure that such Revolving Lender is not required to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account of, such Subsidiary.
(b) So long as the principal of and interest on any Loans made to any Additional Borrower under this Agreement shall have been paid in full and all other obligations of such Additional Borrower under this Agreement (other than contingent indemnification obligations) shall have been fully performed, the Parent Borrower may, by not less than five Business Days30 days’ prior notice to the Administrative Agent (or such shorter period of time to which the Administrative Agent may agree), and subject to the written consent of the Revolving Lenders, which consent of each Revolving Lender shall not be unreasonably withheld (it being understood that a Revolving Lender shall be deemed to have acted reasonably in withholding its consent if (i) it is unlawful for such Revolving Lender to make Revolving Loans under this Agreement to the proposed additional Borrower, (ii) such Revolving Lender cannot or has not determined that it is lawful to do so, (iii) the making of a Revolving Loan to the proposed additional Borrower might reasonably be expected to subject such Lender to adverse tax consequences, (iv) such Lender is required or has determined that it is prudent to register or file in the jurisdiction of formation or organization of the proposed additional Borrower and it does not wish to do so or (v) such Lender is restricted by operational or administrative procedures or other applicable internal policies from extending credit under this Agreement to Persons in the jurisdiction in which the proposed additional Borrower is located), the Company may designate one or more Guarantors to be additional joint and several direct Borrowers hereunder by written request to the Administrative Agent accompanied by (a) an executed Assumption Agreement and appropriate Notes (to the extent requested by any Lender) executed by the designated Guarantor, (b) a certificate of good standing of the designated Guarantor in the jurisdiction of its incorporation or organization, (c) a certified resolution of such Guarantor’s board of directors or other governing body authorizing the execution and delivery of the Assumption Agreement and such Notes, (d) a written consent to the Assumption Agreement executed by each Guarantor, (e) appropriate written legal opinions reasonably requested by the Administrative Agent with respect to such new Borrower and the Assumption Agreement covering matters similar to those covered in the opinions delivered on the Closing Date and (f) such documentation and other evidence as is reasonably requested by the Administrative Agent or any Lender in order for the Administrative Agent or such Lender to carry out and be satisfied that it has complied with the results of all necessary “know your customer” or other similar checks under the USA PATRIOT Act, under similar regulations and, if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, and that it is not otherwise prohibited by Law from making Loans to such new Borrower. The Obligations of any additional Borrowers designated pursuant to this Section 2.17 may be limited as to amount as directed by the Company. The Administrative Agent shall promptly notify the relevant Lenders thereof)of such request, terminate together with copies of such Subsidiary’s status as an “Additional Borrower”.
(c) In order to accommodate (i) the addition of a Subsidiary as an Additional Borrower or (ii) extensions of credit to an Additional Borrower, in each case, where one or more Revolving Lenders are legally able and willing to lend Revolving Loans to, and participate in Letters of Credit issued for the account of, such Subsidiary, but other Revolving Lenders are not so able and willing, the Administrative Agent shall be permitted, with the consent of the Parent Borrower foregoing as any Lender may request and the Required Lenders, to effect such changes to the provisions of this Agreement as it reasonably believes are appropriate in order for such provisions to operate in designated Guarantor shall become a customary and usual manner for “multiple-currency” syndicated lending agreements to a corporation and certain of its foreign subsidiaries, all with the intention of providing provisions for the Revolving Lenders who are so able and willing to extend credit to such Subsidiaries and for the other Revolving Lenders not to be required to do so. Prior to effecting any such changes, the Administrative Agent shall give all Revolving Lenders at least five Business Days’ notice thereof and an opportunity to comment thereonBorrower hereunder.
Appears in 2 contracts
Sources: Credit Agreement (MGM Resorts International), Credit Agreement (MGM Resorts International)
Additional Borrowers. The Company may, upon not less than ten (a10) The Business Days’ written notice (or such shorter period as may be agreed by the Administrative Agent) to the Administrative Agent and the Lenders, request that the Administrative Agent approve the designation of any Domestic Restricted Subsidiary (an “Applicant Borrower”) that is a Wholly-Owned Subsidiary of the Parent as an Additional Borrower may at any time, with hereunder by delivery to the prior consent Administrative Agent of an Additional Borrower Joinder Agreement executed by such Domestic Restricted Subsidiary and the Company. An Applicant Borrower shall become an Additional Borrower upon (i) the approval of the Administrative Agent on behalf of the Lenders, and (ii) the receipt by the Administrative Agent of the Company’s written approval of such consent not to be unreasonably withheld amendments or delayed), add as a party other modifications to this Agreement any Wholly Owned Subsidiary and the other Loan Documents, if any, as may reasonably be requested by the Administrative Agent to be an Additional Borrower. Upon satisfaction effect the addition of the conditions specified in Section 5.3, such Subsidiary shall for all purposes be a party hereto Applicant Borrower as an Additional Borrower as fully as if (collectively, the “Applicant Borrower Amendments”), it had being understood, notwithstanding anything to the contrary in Section 11.02, that any Applicant Borrower Amendments shall be effective when executed and delivered this Agreement, by the Company and the Borrowers shall be jointly and severally liable for the Obligations (limited to, with respect to any Borrower that is a Foreign Subsidiary, the Obligations of Foreign Loan Parties)Administrative Agent. The Administrative Agent shall notify the Revolving Lenders at least five Business Days prior to granting such consent and, if any Revolving Lender notifies the Administrative Agent within five Business Days that it is not permitted by applicable Requirements of Law or any of its organizational policies to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account of, the relevant Subsidiary, shall withhold such consent (which shall not be deemed to have been unreasonably withheld) or shall give such consent only upon effecting changes send a notice to the provisions Lenders specifying the effective date upon which the requested Applicant Borrower shall constitute an Additional Borrower for purposes hereof, whereupon each of the Lenders agrees to permit such Additional Borrower to receive Loans hereunder, on the terms and conditions set forth herein (as amended by the Applicant Borrower Amendments), and each of the parties hereto agrees that such Applicant Borrower shall for all purposes of this Agreement as are contemplated by paragraph (c) of this Section 10.21 that will assure that such Revolving Lender is not required to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account of, such Subsidiary.
(b) So long as the principal of be a party hereto and interest on any Loans made to any an Additional Borrower under this Agreement shall have been paid in full and all other obligations of such Additional Borrower under this Agreement (other than contingent indemnification obligations) shall have been fully performed, the Parent Borrower may, by not less than five Business Days’ prior notice to the Administrative Agent (which shall promptly notify the relevant Lenders thereof), terminate such Subsidiary’s status as an “Additional Borrower”Agreement.
(c) In order to accommodate (i) the addition of a Subsidiary as an Additional Borrower or (ii) extensions of credit to an Additional Borrower, in each case, where one or more Revolving Lenders are legally able and willing to lend Revolving Loans to, and participate in Letters of Credit issued for the account of, such Subsidiary, but other Revolving Lenders are not so able and willing, the Administrative Agent shall be permitted, with the consent of the Parent Borrower and the Required Lenders, to effect such changes to the provisions of this Agreement as it reasonably believes are appropriate in order for such provisions to operate in a customary and usual manner for “multiple-currency” syndicated lending agreements to a corporation and certain of its foreign subsidiaries, all with the intention of providing provisions for the Revolving Lenders who are so able and willing to extend credit to such Subsidiaries and for the other Revolving Lenders not to be required to do so. Prior to effecting any such changes, the Administrative Agent shall give all Revolving Lenders at least five Business Days’ notice thereof and an opportunity to comment thereon.
Appears in 2 contracts
Sources: Revolving Credit and Guaranty Agreement (Blue Apron Holdings, Inc.), Revolving Credit and Guaranty Agreement (Blue Apron Holdings, Inc.)
Additional Borrowers. (a) The Parent may designate any wholly-owned Restricted Subsidiary as a Borrower may at hereunder with respect to the Revolving Facility and/or any timeIncremental Revolving Commitments (and Incremental Revolving Loans) or any Incremental Term Loan Commitments or Incremental Term Loans (other than Incremental Term Loans that are not Other Term Loans); provided, however, that such wholly-owned Restricted Subsidiary shall be organized under the laws of (i) the same jurisdiction under which any other Borrower is organized or (ii) otherwise, a jurisdiction that is reasonably acceptable to the (x) Administrative Agent and (y)(1) in the case of an Additional Borrower with respect to the prior consent Revolving Facility, each of the Administrative Agent Lenders under the Revolving Facility and (2) in the case of an Additional Borrower with respect to any Incremental Term Loans that are Other Term Loans, the Incremental Term Lenders with respect to such consent not to be unreasonably withheld or delayed), add as Incremental Term Loans. Such wholly-owned Restricted Subsidiary shall become an Additional Borrower and a party to this Agreement any Wholly Owned Subsidiary by delivering to be an Additional Borrower. Upon satisfaction of the conditions specified in Section 5.3, such Subsidiary shall for all purposes be a party hereto as Administrative Agent an Additional Borrower Joinder, and all references to the “Borrower” shall also include such Additional Borrower, as fully applicable, upon (a) the receipt by the Administrative Agent of (i) copies, certified by the secretary or assistant secretary of such Additional Borrower, of resolutions of the board of directors or similar governing body of such Additional Borrower approving this Agreement and any other Loan Documents to which such Additional Borrower is becoming a party and performing the obligations thereunder and such other documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization and existence of such Additional Borrower; (ii) an incumbency certificate, executed by the secretary or assistant secretary of such Additional Borrower, which shall identify by name and title and bear the signature of the officers of such Additional Borrower authorized to request Borrowings hereunder and sign this Agreement and the other Loan Documents to which such Additional Borrower is becoming a party, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by Parent or such Additional Borrower, as applicable; (iii) opinions of counsel to such Additional Borrower, in form and substance reasonably satisfactory to the Administrative Agent and its counsel, with respect to the laws of its jurisdiction of organization and such other customary matters as are reasonably requested by counsel to the Administrative Agent and addressed to the Administrative Agent and the Lenders; (iv) at least three (3) Business Days prior to such designation, any other instruments and documents reasonably requested by the Administrative Agent and each Lender under applicable “know-your-customer” or similar rules and regulations, including the USA Patriot Act and the Beneficial Ownership Regulation; and (v) a certificate from Parent and such Additional Borrower certifying that as of the date of such joinder, the conditions set forth in Section 4.02(a) and (b) shall be met as if it had executed a Credit Event were to occur on such date and delivered (b) the Lenders being provided with ten (10) Business Days’ prior notice (or such shorter period of time as the Administrative Agent shall reasonably agree) of any Additional Borrower being proposed to be added pursuant to this Section 9.18(a). This Agreement may be amended as necessary or appropriate, in the reasonable opinion of the Administrative Agent and Parent to effect the provisions of or be consistent with this Section 9.18(a). Notwithstanding any other provision of this Agreement to the contrary, any such deemed amendment may be memorialized in writing by the Administrative Agent with ▇▇▇▇▇▇’s consent, but without the consent of any other Lenders and furnished to the other parties hereto.
(b) Notwithstanding anything to the contrary contained in this Agreement, the parties hereto agree that any US Borrower shall only be jointly and severally liable with respect to the US Borrowings and shall not be jointly and severally liable with respect to any Loans and Obligations of any Borrower that is not a US Borrower.
(c) Notwithstanding anything to the contrary contained in this Agreement (but subject to subsection (b) of this Section 9.18), the parties hereto agree that the Borrower Representative shall be a co-borrower with respect to all Loans and other Obligations of any Additional Borrowers hereunder, and each reference herein to the “Additional Borrower(s)” or the “Borrower(s)” with respect to any Loans (other than Revolving Loans and related extensions of credit incurred directly by any Additional Borrower) or Obligations of any Additional Borrower hereunder shall be deemed to be a reference to any Additional Borrower and the Borrowers Borrower Representative, jointly and severally. Subject to subsection (b) of this Section 9.18, each Additional Borrower and the Borrower Representative shall be jointly and severally liable for all such Loans and other Obligations, regardless of which Borrower actually receives the benefit thereof or the manner in which they account for such Loans and Obligations (limited toon their books and records. Upon the commencement and during the continuation of any Event of Default, with respect to any Borrower that is a Foreign Subsidiary, the Obligations of Foreign Loan Parties). The Administrative Agent shall notify the Revolving Lenders at least five Business Days prior to granting such consent and, if any Revolving Lender notifies the Administrative Agent within five Business Days that it is not permitted by and the applicable Requirements of Law or any of its organizational policies to make Revolving Loans to, or participate Lenders may (in Letters of Credit or Swingline Loans for accordance with the account of, the relevant Subsidiary, shall withhold such consent (which shall not be deemed to have been unreasonably withheld) or shall give such consent only upon effecting changes to the provisions terms of this Agreement as are contemplated by paragraph and the other Loan Documents) proceed directly and at once, without notice, against any Additional Borrower or the Borrower Representative to collect and recover the full amount, or any portion of, such Obligations, without first proceeding against the other Borrower(s) or any other Person, or any security or collateral for such Obligations, subject, however, to subsection (cb) of this Section 10.21 that will assure that such Revolving Lender is not required to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account of, such Subsidiary.
(b) So long as the principal of and interest on any Loans made to any 9.18. Each Additional Borrower under this Agreement shall have been paid in full and all other obligations of such Additional the Borrower under this Agreement (other than contingent indemnification obligations) shall have been fully performed, the Parent Borrower may, by not less than five Business Days’ prior notice to Representative consents and agrees that neither the Administrative Agent (which nor the Lenders shall promptly notify the relevant Lenders thereof), terminate such Subsidiary’s status as an “Additional Borrower”.
(c) In order be under any obligation to accommodate (i) the addition marshal any assets in favor of a Subsidiary as an Additional any Borrower or (ii) extensions against or in payment of credit to an Additional Borrower, in each case, where one any or more Revolving Lenders are legally able and willing to lend Revolving Loans to, and participate in Letters all of Credit issued for the account of, such Subsidiary, but other Revolving Lenders are not so able and willing, the Administrative Agent shall be permitted, with the consent of the Parent Borrower and the Required Lenders, to effect such changes to the provisions of this Agreement as it reasonably believes are appropriate in order for such provisions to operate in a customary and usual manner for “multiple-currency” syndicated lending agreements to a corporation and certain of its foreign subsidiaries, all with the intention of providing provisions for the Revolving Lenders who are so able and willing to extend credit to such Subsidiaries and for the other Revolving Lenders not to be required to do so. Prior to effecting any such changes, the Administrative Agent shall give all Revolving Lenders at least five Business Days’ notice thereof and an opportunity to comment thereonObligations.
Appears in 2 contracts
Sources: Credit Agreement (Endo, Inc.), Credit Agreement (Endo, Inc.)
Additional Borrowers. (a) The Parent Subject to compliance with Clause 22.14 (“Know Your Customer” Checks), the Obligors’ Agent may request that any Relevant Affiliate becomes an Additional Borrower may at any time, in connection with the prior consent designation of the Administrative Agent (such consent not to be unreasonably withheld any Hydrocarbon Asset owned or delayed), add held by that Relevant Affiliate as a party to this Agreement Borrowing Base Asset in accordance with Clause 6 (Banking Cases). That Relevant Affiliate shall become an Additional Borrower if:
(i) it is either:
(A) incorporated in any Wholly Owned Subsidiary to be Applicable Jurisdiction and the Majority Lenders approve the addition of that Relevant Affiliate as an Additional Borrower. Upon satisfaction ; or
(B) incorporated in any other jurisdiction and all the Lenders approve the addition of the conditions specified in Section 5.3, such Subsidiary shall for all purposes be a party hereto that Relevant Affiliate as an Additional Borrower Borrower;
(ii) the requisite Lenders approve the designation of the relevant Hydrocarbon Asset owned or held by that Relevant Affiliate as fully as if it had a Borrowing Base Asset in accordance with Clause 6 (Banking Cases);
(iii) the Relevant Affiliate delivers to the Agent a duly completed and executed and delivered this Agreement, and Obligor Accession Deed;
(iv) unless all the Borrowers shall be jointly and severally liable for the Obligations (limited to, with respect to any Borrower that is a Foreign SubsidiaryLenders otherwise agree, the Obligations Relevant Affiliate is an Additional Guarantor or will become an Additional Guarantor pursuant to Clause 28.4 (Additional Guarantors) simultaneously with becoming a Borrower;
(v) the Parent confirms that no Default is continuing or would occur as a result of Foreign Loan Parties). The Administrative that Relevant Affiliate becoming an Additional Borrower; and
(vi) the Agent shall notify has received all of the Revolving Lenders at least five Business Days prior documents and other evidence listed in Part 2 (Conditions precedent to granting such consent andbe delivered by an Additional Obligor) of Schedule 2 (Conditions precedent) in relation to that Additional Borrower, if any Revolving Lender notifies the Administrative Agent within five Business Days that it is not permitted by applicable Requirements of Law or any of its organizational policies to make Revolving Loans to, or participate each in Letters of Credit or Swingline Loans for the account of, the relevant Subsidiary, shall withhold such consent (which shall not be deemed to have been unreasonably withheld) or shall give such consent only upon effecting changes form and substance satisfactory to the provisions of this Agreement as are contemplated by paragraph (c) of this Section 10.21 that will assure that such Revolving Lender is not required to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account of, such SubsidiaryAgent.
(b) So long as the principal of and interest on any Loans made to any Additional Borrower under this Agreement The Agent shall have been paid in full and all other obligations of such Additional Borrower under this Agreement (other than contingent indemnification obligations) shall have been fully performed, notify the Parent Borrower may, and the Lenders promptly upon being satisfied that it has received (in form and substance satisfactory to it) all the documents and other evidence listed in Part 2 (Conditions precedent to be delivered by not less than five Business Days’ prior notice to the Administrative Agent an Additional Obligor) of Schedule 2 (which shall promptly notify the relevant Lenders thereofConditions), terminate such Subsidiary’s status as an “Additional Borrower”.
(c) In order Other than to accommodate the extent that the Majority Lenders notify the Agent in writing to the contrary before the Agent gives the notification described in paragraph (ib) above, the Lenders authorise (but do not require) the addition of a Subsidiary as an Additional Borrower or (ii) extensions of credit Agent to an Additional Borrower, in each case, where one or more Revolving Lenders are legally able and willing to lend Revolving Loans to, and participate in Letters of Credit issued for the account of, such Subsidiary, but other Revolving Lenders are not so able and willing, the Administrative give that notification. The Agent shall not be permittedliable for any damages, with the consent costs or losses whatsoever as a result of the Parent Borrower and the Required Lenders, to effect such changes to the provisions of this Agreement as it reasonably believes are appropriate in order for such provisions to operate in a customary and usual manner for “multiple-currency” syndicated lending agreements to a corporation and certain of its foreign subsidiaries, all with the intention of providing provisions for the Revolving Lenders who are so able and willing to extend credit to such Subsidiaries and for the other Revolving Lenders not to be required to do so. Prior to effecting giving any such changes, the Administrative Agent shall give all Revolving Lenders at least five Business Days’ notice thereof and an opportunity to comment thereonnotification.
Appears in 2 contracts
Sources: Borrowing Base Facility Agreement (Vaalco Energy Inc /De/), Borrowing Base Facility Agreement (Vaalco Energy Inc /De/)
Additional Borrowers. (ai) The Parent Borrower may at any time, with the prior consent of the Administrative Agent (such consent not Subject to be unreasonably withheld or delayedSection 10.21(b)(ii), add as a party to this Agreement any Wholly Owned Subsidiary to be an Additional Borrower. Upon satisfaction of the conditions specified in Section 5.3, such Subsidiary shall for all purposes be a party hereto as an Additional Borrower as fully as if it had executed and delivered this Agreement, and the Borrowers shall be jointly and severally liable for the Obligations (limited to, with respect to any Borrower that is a Foreign Subsidiary, the Obligations of Foreign Loan Parties). The Administrative Agent shall notify the Revolving Lenders at least five Business Days prior to granting such consent and, if any Revolving Lender notifies the Administrative Agent within five Business Days that it is not permitted by applicable Requirements of Law or any of its organizational policies to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account of, the relevant Subsidiary, shall withhold such consent (which shall not be deemed to have been unreasonably withheld) or shall give such consent only upon effecting changes to the provisions of this Agreement as are contemplated by paragraph (c) of this Section 10.21 that will assure that such Revolving Lender is not required to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account of, such Subsidiary.
(b) So long as the principal of and interest on any Loans made to any Additional Borrower under this Agreement shall have been paid in full and all other obligations of such Additional Borrower under this Agreement (other than contingent indemnification obligations) shall have been fully performed, the Parent Borrower may, by upon not less than five Business Days’ prior written notice to the Administrative Agent Agent, request that (which shall promptly notify A) prior to the relevant Lenders thereof)SPV Structure Termination Date, terminate such Subsidiary’s status as any Affiliate of the SPV Borrower becomes an “Additional Borrower”Borrower under this Agreement or (B) on or after the SPV Structure Termination Date, the Company, any Permitted Affiliate Parent, any Affiliate Subsidiary or any Wholly Owned Subsidiary that is a member of the Restricted Group becomes an Additional Borrower under this Agreement.
(cii) In order Any such Person referred to accommodate in Section 10.21(b)(i) may become an Additional Borrower with respect to a Facility if:
(A) it is incorporated, registered or organized under the laws of an Approved Jurisdiction or the Required Lenders under such Facility have approved the addition of that Person as an Additional Borrower;
(B) such Person and the Borrowers deliver to the Administrative Agent a duly completed and executed joinder agreement in form and substance reasonably satisfactory to the Administrative Agent pursuant to which such Person agrees to become a party to this Agreement as an Additional Borrower;
(C) the Borrowers confirm that no Event of Default is continuing or would occur as a result of that Person becoming an Additional Borrower;
(D) the Administrative Agent (for and on behalf of the Lenders) shall have received, at least three Business Days prior to the date of accession of such Person as an Additional Borrower, all documentation and other information about such Person required under applicable “know your customer” and anti-money laundering rules and regulations, including under the Beneficial Ownership Regulations (such information to include, for the avoidance of doubt, a Beneficial Ownership Certification for each entity that qualifies as a “legal entity customer” thereunder) and the USA Patriot Act, and satisfactory to each Finance Party (acting reasonably), that has been requested by the Administrative Agent (for itself or on behalf of any Lender) or any Lender (through the Administrative Agent and for itself) in writing at least ten days prior to the date of accession of such Person as an Additional Borrower;
(E) the Administrative Agent has received all of the documents and other evidence listed in Schedule 10.21 in relation to that Person, each in form and substance reasonably satisfactory to the Administrative Agent; and
(F) such Person shall have entered into all documentation required for it (i) the addition of a Subsidiary to accede to (A) this Agreement as an Additional Borrower and (B) to the extent required by any Collateral Sharing Agreement or any Intercreditor Agreement, as applicable, such Collateral Sharing Agreement or Intercreditor Agreement as a “debtor” (or other relevant capacity) and/or (ii) extensions of credit to an Additional Borrowerhave acknowledged any Collateral Sharing Agreement or Intercreditor Agreement, as applicable, in each case, where one or more Revolving Lenders are legally able and willing to lend Revolving Loans to, and participate in Letters of Credit issued for the account of, such Subsidiary, but other Revolving Lenders are not so able and willing, the manner contemplated thereby.
(iii) The Administrative Agent shall be permitted, with notify the consent of the Parent Borrower Borrowers and the Required LendersLenders promptly upon being satisfied that the conditions specified in Section 10.21(b)(ii) above (and, to effect such changes to in the provisions case of this Agreement as it reasonably believes are appropriate in order for such provisions to operate in a customary and usual manner for “multiple-currency” syndicated lending agreements to a corporation and certain of its foreign subsidiariesany Permitted Affiliate Parent, all with the intention of providing provisions for the Revolving Lenders who are so able and willing to extend credit to such Subsidiaries and for the other Revolving Lenders not to be required to do so. Prior to effecting any such changes, the Administrative Agent shall give all Revolving Lenders at least five Business Days’ notice thereof and an opportunity to comment thereonSection 10.21(a)) have been satisfied.
Appears in 2 contracts
Sources: Credit Agreement (Liberty Latin America Ltd.), Credit Agreement (Liberty Latin America Ltd.)
Additional Borrowers. 140
(ai) The Subject to paragraph (ii) below, the Company may, upon not less than 5 Business Days prior written notice to the Administrative Agent, request that it or any Permitted Affiliate Parent or any member of the Restricted Group which is a direct or indirect wholly owned Subsidiary of the Company or any Permitted Affiliate Parent becomes an Additional Borrower under this Agreement.
(ii) Such member of the Restricted Group or any Permitted Affiliate Parent may at become an Additional Borrower to a Facility if:
(A) it is incorporated or organized under the laws of an Approved Key Jurisdiction for that Facility (provided that, where such Additional Borrower is incorporated in Barbados, such entity shall only be deemed to satisfy this requirement if it is established as a body corporate which is licensed under the International Business Companies Act or any timeother regime which provides the same or substantially similar benefits thereto in Barbados) or the Required Lenders have approved the addition of that member of the Restricted Group or any Permitted Affiliate Parent as an Additional Borrower;
(B) such member of the Restricted Group or any Permitted Affiliate Parent, with as applicable, and the prior consent of Company deliver to the Administrative Agent (a duly completed and executed joinder agreement in form and substance reasonably satisfactory to the Administrative Agent pursuant to which such consent not member of the Restricted Group or any Permitted Affiliate Parent, as applicable, agrees to be unreasonably withheld or delayed), add as become a party to this Agreement any Wholly Owned Subsidiary to be as an Additional Borrower. Upon satisfaction ;
(C) the Company confirms that no Event of Default is continuing or would occur as a result of that member of the conditions specified in Section 5.3Restricted Group or any Permitted Affiliate Parent becoming an Additional Borrower;
(D) the Administrative Agent (for and on behalf of the Lenders) shall have received, at least 3 days prior to the date of accession of such Subsidiary shall for all purposes be a party hereto member of the Restricted Group or Permitted Affiliate Parent as an Additional Borrower as fully as if it had executed Borrower, all documentation and delivered this Agreementother information about such member of the Restricted Group or Permitted Affiliate Parent required under applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act, and satisfactory to each Finance Party (acting reasonably), that has been requested by the Borrowers Administrative Agent (for itself or on behalf of any Lender) or any Lender (through the Administrative Agent and for itself) in writing at least 10 days prior to the date of accession of such member of the Restricted Group or Permitted Affiliate Parent as an Additional Borrower;
(E) the Administrative Agent has received all of the documents and other evidence listed in Schedule 10.21 in relation to that member of the Restricted Group or any Permitted Affiliate Parent, each in form and substance reasonably satisfactory to the Administrative Agent; and
(F) such member of the Restricted Group or any Permitted Affiliate Parent shall be jointly and severally liable have entered into all documentation required for it to accede to (i) this Agreement as an Additional Guarantor, (ii) prior to the Obligations (limited to, with respect to any Borrower that is a Foreign SubsidiaryNew Intercreditor Effective Date, the Obligations of Foreign Loan PartiesExisting Intercreditor Agreement as an Additional Guarantor (as defined thereunder). , and (iii) following the New Intercreditor Effective Date, the New Intercreditor Agreement as a Debtor (as defined thereunder).
(iii) The Administrative Agent shall notify the Revolving Company and the Lenders at least five Business Days prior to granting such consent and, if any Revolving Lender notifies promptly upon being satisfied that the Administrative Agent within five Business Days that it is not permitted by applicable Requirements of Law or any of its organizational policies to make Revolving Loans to, or participate conditions specified in Letters of Credit or Swingline Loans for the account of, the relevant Subsidiary, shall withhold such consent (which shall not be deemed to have been unreasonably withheld) or shall give such consent only upon effecting changes to the provisions of this Agreement as are contemplated by paragraph (c) of this Section 10.21 that will assure that such Revolving Lender is not required to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account of, such Subsidiary.
(b) So long as the principal of and interest on any Loans made to any Additional Borrower under this Agreement shall have been paid in full and all other obligations of such Additional Borrower under this Agreement (other than contingent indemnification obligations) shall have been fully performed, the Parent Borrower may, by not less than five Business Days’ prior notice to the Administrative Agent (which shall promptly notify the relevant Lenders thereof), terminate such Subsidiary’s status as an “Additional Borrower”.
(c) In order to accommodate (i) the addition of a Subsidiary as an Additional Borrower or clause (ii) extensions of credit to an Additional Borrowerabove (and, in each casethe case of any Permitted Affiliate Parent, where one or more Revolving Lenders are legally able and willing to lend Revolving Loans to, and participate in Letters of Credit issued for the account of, such Subsidiary, but other Revolving Lenders are not so able and willing, the Administrative Agent shall be permitted, with the consent of the Parent Borrower and the Required Lenders, to effect such changes to the provisions of this Agreement as it reasonably believes are appropriate in order for such provisions to operate in a customary and usual manner for “multiple-currency” syndicated lending agreements to a corporation and certain of its foreign subsidiaries, all with the intention of providing provisions for the Revolving Lenders who are so able and willing to extend credit to such Subsidiaries and for the other Revolving Lenders not to be required to do so. Prior to effecting any such changes, the Administrative Agent shall give all Revolving Lenders at least five Business Days’ notice thereof and an opportunity to comment thereonSection 10.21(a)) have been satisfied.
Appears in 2 contracts
Sources: Credit Agreement (Liberty Latin America Ltd.), Credit Agreement (Liberty Latin America Ltd.)
Additional Borrowers. If the owner of an Additional Mortgaged Property or a Substitute Mortgaged Property is an Additional Borrower, the owner of such Additional Mortgaged Property or Substitute Mortgaged Property, as the case may be, must demonstrate to the satisfaction of Lender that:
(ai) The Parent the Additional Borrower is a Single-Purpose entity; and
(ii) the Additional Borrower is directly or indirectly wholly-owned by either Guarantor. In addition, on the Closing Date of the addition of an Additional Mortgaged Property or a Substitute Mortgaged Property, the owner of such Additional Mortgaged Property or such Substitute Mortgaged Property, as the case may at any timebe, if such owner is an Additional Borrower, shall become a party to the Contribution Agreement in a manner satisfactory to Lender, shall deliver a Certificate of Borrower Parties in form and substance satisfactory to Lender, and execute and deliver, along with the prior consent other Borrowers, Variable Facility Notes and/or Fixed Facility Notes. Any Additional Borrower of an Additional Mortgaged Property or a Substitute Mortgaged Property which becomes added to the Administrative Agent (Collateral Pool shall be a Borrower for purposes of this Agreement and shall execute and deliver to Lender an amendment adding such consent not to be unreasonably withheld or delayed), add Additional Borrower as a party to this Agreement any Wholly Owned Subsidiary and revising the Exhibits hereto, as applicable, to be an reflect the Additional Borrower. Upon satisfaction of the conditions specified in Section 5.3, such Subsidiary shall for all purposes be a party hereto as an Additional Borrower as fully as if it had executed Mortgaged Property or Substitute Mortgaged Property and delivered this Agreement, and the Borrowers shall be jointly and severally liable for the Obligations (limited to, with respect to any Borrower that is a Foreign Subsidiary, the Obligations of Foreign Loan Parties). The Administrative Agent shall notify the Revolving Lenders at least five Business Days prior to granting such consent and, if any Revolving Lender notifies the Administrative Agent within five Business Days that it is not permitted by applicable Requirements of Law or any of its organizational policies to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account of, the relevant Subsidiary, shall withhold such consent (which shall not be deemed to have been unreasonably withheld) or shall give such consent only upon effecting changes to the provisions of this Agreement as are contemplated by paragraph (c) of this Section 10.21 that will assure that such Revolving Lender is not required to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account of, such Subsidiary.
(b) So long as the principal of and interest on any Loans made to any Additional Borrower under this Agreement shall have been paid in full and all other obligations of such Additional Borrower under this Agreement (other than contingent indemnification obligations) shall have been fully performed, the Parent Borrower may, by not less than five Business Days’ prior notice to the Administrative Agent (which shall promptly notify the relevant Lenders thereof), terminate such Subsidiary’s status as an “Additional Borrower”.
(c) In order to accommodate (i) the addition of a Subsidiary as an Additional Borrower or (ii) extensions of credit to an Additional Borrower, in each case, where one or more Revolving Lenders are legally able and willing case satisfactory to lend Revolving Loans to, and participate in Letters Lender. Upon the release of Credit issued for the account of, such Subsidiary, but other Revolving Lenders are not so able and willinga Mortgaged Property, the Administrative Agent Borrower that owns such Release Mortgaged Property shall automatically without further action be permitted, with the consent of the Parent Borrower released from its obligations under this Agreement and the Required Lenders, to effect other Loan Documents except for any liabilities or obligations of such changes Borrower which arose prior to the provisions Closing Date of this Agreement as it reasonably believes are appropriate in order for such provisions to operate in a customary and usual manner for “multiple-currency” syndicated lending agreements to a corporation and certain of its foreign subsidiaries, all with the intention of providing provisions for the Revolving Lenders who are so able and willing to extend credit to such Subsidiaries and for the other Revolving Lenders not to be required to do so. Prior to effecting any such changes, the Administrative Agent shall give all Revolving Lenders at least five Business Days’ notice thereof and an opportunity to comment thereonrelease.
Appears in 2 contracts
Sources: Master Credit Facility Agreement (Camden Property Trust), Master Credit Facility Agreement (Camden Property Trust)
Additional Borrowers. (a) The Parent Borrower may at any time, Subject to compliance with the prior consent provisions of the Administrative Agent Clause 24.7 (such consent not to be unreasonably withheld or delayed“Know your customer” checks), add as a party to this Agreement the Company and/or Carnival plc may request that any Wholly Owned Subsidiary to be of its direct or indirect majority owned Subsidiaries becomes an Additional Borrower. Upon satisfaction of the conditions specified in Section 5.3, such That Subsidiary shall for all purposes be a party hereto as become an Additional Borrower as fully as if it had if:
(i) the Company and/or Carnival plc delivers to the Facilities Agent a duly completed and executed Accession Letter;
(ii) the Facilities Agent is satisfied (acting reasonably) that the guarantee of the Company or Carnival plc under Clause 22 (Guarantee and delivered this Agreement, and indemnity) will cover the Borrowers shall be jointly and severally liable for the Obligations (limited to, with respect to any Borrower that is a Foreign Subsidiary, the Obligations of Foreign Loan Parties). The Administrative Agent shall notify the Revolving Lenders at least five Business Days prior to granting such consent and, if any Revolving Lender notifies the Administrative Agent within five Business Days that it is not permitted by applicable Requirements of Law or any obligations of its organizational policies Subsidiary;
(iii) the Subsidiary is incorporated in an Approved Jurisdiction;
(iv) the Company and/or Carnival plc confirms that no Default is outstanding or would occur as a result of that Subsidiary becoming an Additional Borrower; and
(v) the Facilities Agent has received all of the documents and other evidence listed in Part B of Schedule 2 (Conditions precedent) in relation to make Revolving Loans tothat Additional Borrower, or participate each in Letters of Credit or Swingline Loans for the account of, the relevant Subsidiary, shall withhold such consent (which shall not be deemed to have been unreasonably withheld) or shall give such consent only upon effecting changes form and substance satisfactory to the provisions of this Agreement as are contemplated by paragraph (c) of this Section 10.21 that will assure that such Revolving Lender is not required to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account of, such SubsidiaryFacilities Agent.
(b) So long as the principal of and interest on any Loans made to any Additional Borrower under this Agreement The Facilities Agent shall have been paid in full and all other obligations of such Additional Borrower under this Agreement (other than contingent indemnification obligations) shall have been fully performed, the Parent Borrower may, by not less than five Business Days’ prior notice to the Administrative Agent (which shall promptly notify the relevant Company or Carnival plc as appropriate and the Lenders thereofpromptly upon being satisfied that it has received (in form and substance satisfactory to it) all the documents and other evidence listed in Part B of Schedule 2 (Conditions precedent), terminate such Subsidiary’s status as an “Additional Borrower”.
(c) In order to accommodate (i) Delivery of an Accession Letter, duly executed by the addition of a relevant Subsidiary as an Additional Borrower or (ii) extensions of credit to an Additional Borrower, in each case, where one or more Revolving Lenders are legally able and willing to lend Revolving Loans to, and participate in Letters of Credit issued for the account of, such Subsidiary, but other Revolving Lenders are not so able and willing, the Administrative Agent shall be permitted, with the consent of the Parent Borrower and the Required LendersCompany or Carnival plc as appropriate, to effect such changes the Facilities Agent constitutes confirmation by that Subsidiary that the Repeating Representations are true and correct in relation to it as at the date of delivery as if made by reference to the provisions of this Agreement as it reasonably believes are appropriate in order for such provisions to operate in a customary facts and usual manner for “multiple-currency” syndicated lending agreements to a corporation and certain of its foreign subsidiaries, all with the intention of providing provisions for the Revolving Lenders who are so able and willing to extend credit to such Subsidiaries and for the other Revolving Lenders not to be required to do so. Prior to effecting any such changes, the Administrative Agent shall give all Revolving Lenders at least five Business Days’ notice thereof and an opportunity to comment thereoncircumstances then existing.
Appears in 1 contract
Sources: Facilities Agreement (Carnival PLC)
Additional Borrowers. (ai) The Subject to paragraph (ii) below, the Company may, upon not less than 5 Business Days prior written notice to the Administrative Agent, request that it or any Permitted Affiliate Parent or any member of the Restricted Group which is a direct or indirect wholly owned Subsidiary of the Company or any Permitted Affiliate Parent becomes an Additional Borrower under this Agreement.
(ii) Such member of the Restricted Group or any Permitted Affiliate Parent may at become an Additional Borrower to a Facility if:
(A) it is incorporated or organized under the laws of the Netherlands, England and Wales, or the United States of America, any timeState of the United States or the District of Columbia, with for that Facility or the prior consent Required Lenders have approved the addition of that member of the Restricted Group or any Permitted Affiliate Parent as an Additional Borrower;
(B) such member of the Restricted Group or any Permitted Affiliate Parent, as applicable, and the Company deliver to the Administrative Agent (a duly completed and executed joinder agreement in form and substance reasonably satisfactory to the Administrative Agent pursuant to which such consent not member of the Restricted Group or any Permitted Affiliate Parent, as applicable, agrees to be unreasonably withheld or delayed), add as become a party to this Agreement any Wholly Owned Subsidiary to be as an Additional Borrower. Upon satisfaction ;
(C) the Company confirms that no Event of Default is continuing or would occur as a result of that member of the conditions specified in Section 5.3Restricted Group or any Permitted Affiliate Parent becoming an Additional Borrower;
(D) the Administrative Agent (for and on behalf of the Lenders) shall have received, at least 3 days prior to the date of accession of such Subsidiary shall for all purposes be a party hereto member of the Restricted Group or Permitted Affiliate Parent as an Additional Borrower as fully as if it had executed Borrower, all documentation and delivered this Agreementother information about such member of the Restricted Group or Permitted Affiliate Parent required under applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act, and satisfactory to each Finance Party (acting reasonably), that has been requested by the Borrowers Administrative Agent (for itself or on behalf of any Lender) or any Lender (through the Administrative Agent and for itself) in writing at least 10 days prior to the date of accession of such member of the Restricted Group or Permitted Affiliate Parent as an Additional Borrower;
(E) the Administrative Agent has received all of the documents and other evidence listed in Schedule 10.21 in relation to that member of the Restricted Group or any Permitted Affiliate Parent, each in form and substance reasonably satisfactory to the Administrative Agent; and
(F) such member of the Restricted Group or any Permitted Affiliate Parent shall be jointly and severally liable have entered into all documentation required for it to accede to the Obligations Existing Intercreditor Agreement as an Additional Guarantor (limited to, with respect to any Borrower that is a Foreign Subsidiary, the Obligations of Foreign Loan Partiesas defined thereunder). .
(iii) The Administrative Agent shall notify the Revolving Company and the Lenders at least five Business Days prior to granting such consent and, if any Revolving Lender notifies promptly upon being satisfied that the Administrative Agent within five Business Days that it is not permitted by applicable Requirements of Law or any of its organizational policies to make Revolving Loans to, or participate conditions specified in Letters of Credit or Swingline Loans for the account of, the relevant Subsidiary, shall withhold such consent (which shall not be deemed to have been unreasonably withheld) or shall give such consent only upon effecting changes to the provisions of this Agreement as are contemplated by paragraph (c) of this Section 10.21 that will assure that such Revolving Lender is not required to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account of, such Subsidiary.
(b) So long as the principal of and interest on any Loans made to any Additional Borrower under this Agreement shall have been paid in full and all other obligations of such Additional Borrower under this Agreement (other than contingent indemnification obligations) shall have been fully performed, the Parent Borrower may, by not less than five Business Days’ prior notice to the Administrative Agent (which shall promptly notify the relevant Lenders thereof), terminate such Subsidiary’s status as an “Additional Borrower”.
(c) In order to accommodate (i) the addition of a Subsidiary as an Additional Borrower or clause (ii) extensions of credit to an Additional Borrowerabove (and, in each casethe case of any Permitted Affiliate Parent, where one or more Revolving Lenders are legally able and willing to lend Revolving Loans to, and participate in Letters of Credit issued for the account of, such Subsidiary, but other Revolving Lenders are not so able and willing, the Administrative Agent shall be permitted, with the consent of the Parent Borrower and the Required Lenders, to effect such changes to the provisions of this Agreement as it reasonably believes are appropriate in order for such provisions to operate in a customary and usual manner for “multiple-currency” syndicated lending agreements to a corporation and certain of its foreign subsidiaries, all with the intention of providing provisions for the Revolving Lenders who are so able and willing to extend credit to such Subsidiaries and for the other Revolving Lenders not to be required to do so. Prior to effecting any such changes, the Administrative Agent shall give all Revolving Lenders at least five Business Days’ notice thereof and an opportunity to comment thereonSection 10.21(a)) have been satisfied.
Appears in 1 contract
Additional Borrowers. (a) The Parent Borrower may at any time, with the prior consent Obligations of the Administrative Agent (such consent not to be unreasonably withheld or delayed), add as a party to this Agreement any Wholly Owned Subsidiary to be an Additional Borrower. Upon satisfaction of the conditions specified in Section 5.3, such Subsidiary shall for all purposes be a party hereto as an Additional Borrower as fully as if it had executed and delivered this Agreement, and the Borrowers shall be jointly joint and severally liable several in nature regardless of which such Person actually receives proceeds of any Credit Events hereunder or the amount of such proceeds received or the manner in which any Secured Party accounts for such proceeds on its books and records. Each Borrower hereby irrevocably appoints the Parent Borrower to act as its agent for all purposes of this Agreement and the other Loan Documents and agrees that (i) the Parent Borrower, may execute such documents on behalf of such Borrower as the Parent Borrower deems appropriate in its sole discretion and each Borrower shall be obligated by all of the terms of any such document executed on its behalf, (ii) any notice or communication delivered by any Secured Party to the Parent Borrower shall be deemed delivered to each Borrower and (iii) the Secured Parties may accept, and be permitted to rely on, any document, instrument or agreement executed by the Parent Borrower on behalf of each of the Loan Parties. 176 US-DOCS\159452469.6
(b) Any Borrower (other than the Parent Borrower) shall, for so long as it remains a Borrower, be a Subsidiary Guarantor. In the event of (x) a designation of any Borrower (other than the Parent Borrower) (such Borrower, a “Released Borrower”) as an Excluded Project Subsidiary pursuant to Section 6.10 or (y) any sale or other disposition of all of the Equity Interests in a Released Borrower to a Person that is not (either before or after giving effect to such transactions) the Parent Borrower or a Subsidiary Guarantor, then, in each case of clauses (x) and (y) above, such Released Borrower shall be automatically released and relieved of its obligations and rights (including its eligibility to request Borrowings) as a Borrower under this Agreement and all other Loan Documents; provided that, (i) in each case of clauses (x) and (y) above, each Borrower (other than such Released Borrower) shall have reaffirmed in writing all Obligations (limited toincluding its obligations in respect of all Loans incurred by, with respect to any Borrower that is a Foreign Subsidiary, the Obligations of Foreign Loan Parties). The Administrative Agent shall notify the Revolving Lenders at least five Business Days prior to granting such consent and, if any Revolving Lender notifies the Administrative Agent within five Business Days that it is not permitted by applicable Requirements of Law or any of its organizational policies to make Revolving Loans to, or participate in and Letters of Credit or Swingline Loans for the account of, the relevant Subsidiary, shall withhold such consent (which shall not be deemed to have been unreasonably withheld) or shall give such consent only upon effecting changes to the provisions of this Agreement as are contemplated by paragraph (c) of this Section 10.21 that will assure that such Revolving Lender is not required to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the issued on account of, such Subsidiary.
(bReleased Borrower) So long as the principal of and interest on any Loans made to any Additional Borrower under this Agreement shall have been paid in full and all other obligations of such Additional Borrower under this Agreement (other than contingent indemnification obligations) shall have been fully performed, the Parent Borrower may, by not less than five Business Days’ prior notice to the Administrative Agent (which shall promptly notify the relevant Lenders thereof), terminate such Subsidiary’s status as an “Additional Borrower”.
(c) In order to accommodate (i) the addition of a Subsidiary as an Additional Borrower or (ii) extensions in respect of credit to an Additional Borrower, in each case, where one or more Revolving Lenders are legally able and willing to lend Revolving Loans to, and participate in Letters of Credit issued for the account ofclause (y) above, such Subsidiary, but sale or other Revolving Lenders disposition is not prohibited by this Agreement and the proceeds of such sale or other disposition are not so able and willingapplied in accordance with the applicable provisions hereof. At the expense of the Parent Borrower, the Administrative Agent shall be permitted, with the consent of execute and deliver to the Parent Borrower and such documents as the Required Lenders, Parent Borrower may reasonably request from time to effect such changes time to evidence the provisions release of a Released Borrower provided in this Agreement as it reasonably believes are appropriate in order for such provisions to operate in a customary and usual manner for “multiple-currency” syndicated lending agreements to a corporation and certain of its foreign subsidiaries, all with the intention of providing provisions for the Revolving Lenders who are so able and willing to extend credit to such Subsidiaries and for the other Revolving Lenders not to be required to do so. Prior to effecting any such changes, the Administrative Agent shall give all Revolving Lenders at least five Business Days’ notice thereof and an opportunity to comment thereonSection 9.29(b).
Appears in 1 contract
Sources: Credit Agreement (NRG Energy, Inc.)
Additional Borrowers. (a) The Parent Lead Borrower may cause any Group Member constituting a wholly-owned subsidiary formed under the laws of the United States, any state thereof or the District of Columbia, the laws of Canada or any province or territory thereof or the laws of the Federal Republic of Germany to become a US Borrower or German Borrower, as applicable, after the Closing Date by written election to the Administrative Agent to become a Borrower hereunder; provided that such Group Member shall (i) execute a joinder to this Agreement in form and substance reasonably satisfactory to the Administrative Agent assuming all obligations of a US Borrower or German Borrower, as applicable, hereunder, (ii) to the extent not previously satisfied with respect to it, take (or cause to be taken) all actions (if any) required to be taken with respect to such Group Member in order to satisfy the Collateral and Guarantee Requirement with respect to such Group Member, the assets of such Group Member and with respect to any Equity Interest in or Indebtedness of such Group Member owned by or on behalf of any Loan Party, (iii) deliver to the Administrative Agent such legal opinions, board resolutions and secretary’s certificates as shall be reasonably requested by the Administrative Agent in connection therewith, in each case substantially in the form delivered on the Closing Date with respect to the Loan Parties party to this Agreement on the Closing Date, (iv) provide all documentation and other information required by United States regulatory authorities under applicable “know your customer” and Anti-Money Laundering Laws, including without limitation Title III of the USA Patriot Act and the Canadian AML Act, that shall be reasonably requested by the Administrative Agent in writing at least 10 Business Days prior to the consummation of such joinder, (v) provide, if such Group Member qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, a Beneficial Ownership Certification and (vi) without limiting any timePro Forma Borrowing Base Adjustment in connection with an Acquisition Transaction, not have any of its assets included in the US Borrowing Base or German Borrowing Base, as applicable, until its assets have been subject to a field examination and inventory appraisal in accordance with Section 5.08(b). The Lenders hereby irrevocably authorize the prior consent Administrative Agent to enter into any amendment to this Agreement or to any other Loan Document as may be necessary or appropriate in order to establish any additional Borrower pursuant to this Section 1.15 and such technical amendments, and other customary amendments with respect to provisions of this Agreement relating to taxes for borrowers in such jurisdiction, in each case as may be necessary or appropriate in the reasonable opinion of the Administrative Agent (such consent not to be unreasonably withheld or delayed), add as a party to this Agreement any Wholly Owned Subsidiary to be an Additional Borrower. Upon satisfaction of the conditions specified in Section 5.3, such Subsidiary shall for all purposes be a party hereto as an Additional Borrower as fully as if it had executed and delivered this Agreement, and the Borrowers shall be jointly and severally liable for the Obligations (limited to, with respect to any Lead Borrower that is a Foreign Subsidiary, the Obligations of Foreign Loan Parties). The Administrative Agent shall notify the Revolving Lenders at least five Business Days prior to granting such consent and, if any Revolving Lender notifies the Administrative Agent within five Business Days that it is not permitted by applicable Requirements of Law or any of its organizational policies to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account of, the relevant Subsidiary, shall withhold such consent (which shall not be deemed to have been unreasonably withheld) or shall give such consent only upon effecting changes to the provisions of this Agreement as are contemplated by paragraph (c) of this Section 10.21 that will assure that such Revolving Lender is not required to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account of, such Subsidiaryconnection therewith.
(b) So long as the principal of and interest on any Loans made to any Additional Borrower under this Agreement shall have been paid in full and all other obligations of such Additional Borrower under this Agreement (other than contingent indemnification obligations) shall have been fully performed, the Parent Borrower may, by not less than five Business Days’ prior notice to the Administrative Agent (which shall promptly notify the relevant Lenders thereof), terminate such Subsidiary’s status as an “Additional Borrower”.
(c) In order to accommodate (i) the addition of a Subsidiary as an Additional Borrower or (ii) extensions of credit to an Additional Borrower, in each case, where one or more Revolving Lenders are legally able and willing to lend Revolving Loans to, and participate in Letters of Credit issued for the account of, such Subsidiary, but other Revolving Lenders are not so able and willing, the Administrative Agent shall be permitted, with the consent of the Parent Borrower and the Required Lenders, to effect such changes to the provisions of this Agreement as it reasonably believes are appropriate in order for such provisions to operate in a customary and usual manner for “multiple-currency” syndicated lending agreements to a corporation and certain of its foreign subsidiaries, all with the intention of providing provisions for the Revolving Lenders who are so able and willing to extend credit to such Subsidiaries and for the other Revolving Lenders not to be required to do so. Prior to effecting any such changes, the Administrative Agent shall give all Revolving Lenders at least five Business Days’ notice thereof and an opportunity to comment thereon.
Appears in 1 contract
Additional Borrowers. Any wholly owned Subsidiary of the Company may be joined as a Borrower hereunder after the Effective Date if:
(ai) The Parent Borrower may at any time, with the Company provides prior consent of written notice thereof to the Administrative Agent and the Lenders thereof;
(ii) The addition of such consent Subsidiary as a Borrower hereunder will not: (x) result in any adverse events occurring under Section 2.14, (y) any additional amounts being payable under Section 2.14 or 2.16, or (z) result in any other adverse legal or tax impact on the Administrative Agent or any Lender (including causing any Lender to obtain any additional licenses to make or maintain any Loans to the proposed Borrower);
(iii) Such Subsidiary executes and delivers to the Administrative Agent an Additional Borrower Request and Assumption Agreement joining such Subsidiary as a Borrower hereunder and all other documentation as the Administrative Agent may require to evidence the authority of such Subsidiary to execute, deliver and perform such agreement and the other Loan Documents to which it is a party and to evidence the existence and good standing (to the extent applicable) of such Subsidiary;
(iv) 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 applicable joinder agreement) of counsel reasonably acceptable to the Administrative Agent covering the matters set forth in Sections 3.01, 3.02, 3.03 and 3.18 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
(v) The Administrative Agent and the Lenders otherwise approve in writing the addition of such Subsidiary as a Borrower hereunder, which approval shall not to be unreasonably withheld or delayed), add as a party to this Agreement any Wholly Owned Subsidiary to be an Additional Borrower. Upon satisfaction of the conditions specified requirements set forth in Section 5.3, such Subsidiary shall for all purposes be a party hereto as an Additional Borrower as fully as if it had executed and delivered this Agreement, and the Borrowers shall be jointly and severally liable for the Obligations (limited to, with respect to any Borrower that is a Foreign Subsidiary, the Obligations of Foreign Loan Parties). The Administrative Agent shall notify the Revolving Lenders at least five Business Days prior to granting such consent and, if any Revolving Lender notifies the Administrative Agent within five Business Days that it is not permitted by applicable Requirements of Law or any of its organizational policies to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account of, the relevant Subsidiary, shall withhold such consent (which shall not be deemed to have been unreasonably withheld) or shall give such consent only upon effecting changes to the provisions of this Agreement as are contemplated by paragraph (c) of this Section 10.21 that will assure that such Revolving Lender is not required to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account of, such Subsidiary.
(b) So long as the principal of and interest on any Loans made to any Additional Borrower under this Agreement shall have been paid in full and all other obligations of such Additional Borrower under this Agreement (other than contingent indemnification obligations) shall have been fully performed, the Parent Borrower may, by not less than five Business Days’ prior notice to the Administrative Agent (which shall promptly notify the relevant Lenders thereof), terminate such Subsidiary’s status as an “Additional Borrower”.
(c) In order to accommodate subclauses (i) the addition of a Subsidiary as an Additional Borrower or through (iiv) extensions of credit to an Additional Borrower, in each case, where one or more Revolving Lenders are legally able and willing to lend Revolving Loans to, and participate in Letters of Credit issued for the account of, such Subsidiary, but other Revolving Lenders are not so able and willingabove, the Administrative Agent shall be permitted, with promptly send a written notice (substantially in the consent form of Exhibit I hereto) to the Parent Borrower Company and the Required Lenders, to effect such changes to Lenders and thereafter the provisions applicable Subsidiary shall be a Borrower under the terms of this Agreement and the other applicable Loan Documents. The Administrative Agent and the Lenders agree not to charge any administrative or arrangement fee solely to add a Subsidiary as it reasonably believes are appropriate a Borrower pursuant to this Section 5.10(a) provided the Company agrees to pay all reasonable expenses and costs incurred in order for such provisions to operate in a customary and usual manner for “multiple-currency” syndicated lending agreements to a corporation and certain of its foreign subsidiaries, all connection with the intention addition of providing provisions any such Borrower (including all reasonable fees, charges and disbursements of counsel for the Revolving Lenders who are so able and willing to extend credit to such Subsidiaries and for the other Revolving Lenders not to be required to do so. Prior to effecting any such changes, the Administrative Agent shall give all Revolving Lenders at least five Business Days’ notice thereof and an opportunity to comment thereonAgent).
Appears in 1 contract
Additional Borrowers. (a) The Parent If the Guarantor requests that one of its Wholly Owned Subsidiaries becomes an Additional Borrower may at it must give not less than 10 Business Days’ prior notice to the Facility Agent (who must promptly notify the Lenders).
(b) If the accession of an Additional Borrower requires any timeFinance Party to carry out know your customer requirements in circumstances where the necessary information is not already available to it:
(i) that Finance Party must provide the Facility Agent and the Company with a list of documentation and other evidence it requires to satisfy its know your customer requirements within five Business Days of the Facility Agent notifying that Finance Party under paragraph (a) above (the KYC List Period); and
(ii) if that Finance Party cannot produce a list under sub-paragraph (i) above before the end of the KYC List Period it must inform the Facility Agent and the Company before the end of the KYC Period that it cannot do so and provide such a list within eight Business Days of the Facility Agent notifying that Finance Party under paragraph (a) above.
(c) If one of the Wholly Owned Subsidiaries of the Guarantor is to become an Additional Borrower, then the Guarantor must (following consultation with the Facility Agent) deliver to the Facility Agent the relevant documents and evidence listed in Part 2 of Schedule 2 (Conditions precedent documents).
(d) The prior consent of all the Administrative Agent Lenders is required (such consent not to be unreasonably withheld or delayed), add as a party ) to this Agreement the accession of any Wholly Owned Subsidiary to be an Additional Borrower. Upon satisfaction , it being understood that no consent will be required in the case of the conditions specified International Paper (Europe) S.A. which is incorporated in Section 5.3, such Belgium.
(e) The relevant Subsidiary shall for all purposes be a party hereto as will become an Additional Borrower as fully as if it had executed and delivered this Agreementwhen the Facility Agent notifies the other Finance Parties, the Guarantor and the Borrowers shall be jointly and severally liable for the Obligations (limited to, with respect to any Borrower that is a Foreign Subsidiary, the Obligations of Foreign Loan Parties). The Administrative Agent shall notify the Revolving Lenders at least five Business Days prior to granting such consent and, if any Revolving Lender notifies the Administrative Agent within five Business Days Company that it is not permitted by applicable Requirements has received all of Law or any of its organizational policies the documents and evidence referred to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account of, the relevant Subsidiary, shall withhold such consent (which shall not be deemed to have been unreasonably withheld) or shall give such consent only upon effecting changes to the provisions of this Agreement as are contemplated by paragraph (c) of this Section 10.21 that will assure that such Revolving Lender is not required above in form and substance satisfactory to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account of, such Subsidiary.
it and (bif required) So long as the principal of and interest on any Loans made to any Additional Borrower under this Agreement shall have been paid in full and all other obligations of such Additional Borrower under this Agreement (other than contingent indemnification obligations) shall have been fully performed, the Parent Borrower may, by not less than five Business Days’ prior notice to the Administrative Agent (which shall promptly notify the relevant Lenders thereof), terminate such Subsidiary’s status as an “Additional Borrower”.
(c) In order to accommodate (i) the addition of a Subsidiary as an Additional Borrower or (ii) extensions of credit to an Additional Borrower, in each case, where one or more Revolving Lenders are legally able and willing to lend Revolving Loans to, and participate in Letters of Credit issued for the account of, such Subsidiary, but other Revolving Lenders are not so able and willing, the Administrative Agent shall be permitted, with the consent of the Parent Borrower Lenders under paragraph (d) above (the Accession Conditions Precedent). The Facility Agent must give this notification within two Business Days of receiving all the Accession Conditions Precedent.
(f) Delivery of an Accession Agreement, executed by the relevant Subsidiary and the Required LendersGuarantor, to effect such changes to the provisions of Facility Agent constitutes confirmation by that Subsidiary and the Guarantor that the Repeating Representations are then correct.
(g) There may only be four Borrowers under this Agreement as it reasonably believes are appropriate in order for such provisions to operate in a customary and usual manner for “multiple-currency” syndicated lending agreements to a corporation and certain of its foreign subsidiaries, all with the intention of providing provisions for the Revolving Lenders who are so able and willing to extend credit to such Subsidiaries and for the other Revolving Lenders not to be required to do so. Prior to effecting any such changes, the Administrative Agent shall give all Revolving Lenders at least five Business Days’ notice thereof and an opportunity to comment thereonAgreement.
Appears in 1 contract
Sources: Credit Facility Agreement (International Paper Co /New/)
Additional Borrowers. (a) The Parent Obligors’ Agent may request that any Subsidiary of either Company, or a New Holding Company, becomes an Additional Borrower. That Subsidiary or New Holding Company shall become an Additional Borrower may at any timeif:
(i) in the case of a Subsidiary, with that Subsidiary is a wholly-owned Subsidiary of a Company or (on and from the prior consent Closing Date) is the Target or a wholly-owned Subsidiary of the Administrative Agent Target;
(ii) in the case of a Subsidiary, subject to paragraph (c) below, all the Lenders consent to the addition of that Subsidiary as a Borrower (such consent not to be unreasonably withheld or delayed), add ;
(iii) the Obligors’ Agent delivers to the Facility Agent a duly completed and executed Accession Letter;
(iv) the Obligors’ Agent confirms that no Default is continuing or would occur as a party to this Agreement any Wholly Owned result of that Subsidiary to be or New Holding Company becoming an Additional Borrower. Upon satisfaction ; and
(v) the Facility Agent has received all of the conditions specified documents and other evidence listed in Section 5.3Part 3 of Schedule 2 (The Original Parties) in relation to that Additional Borrower, such Subsidiary shall for all purposes be a party hereto as an Additional Borrower as fully as if it had executed and delivered this Agreement, and the Borrowers shall be jointly and severally liable for the Obligations (limited to, with respect to any Borrower that is a Foreign Subsidiary, the Obligations or Part 4 of Foreign Loan Parties). The Administrative Agent shall notify the Revolving Lenders at least five Business Days prior Schedule 2 (Conditions Precedent) in relation to granting such consent andthat Additional Borrower, if any Revolving Lender notifies the Administrative Agent within five Business Days that it is not permitted by applicable Requirements of Law or any of its organizational policies to make Revolving Loans toa New Holding Company, or participate in Letters of Credit or Swingline Loans for the account ofeach case, the relevant Subsidiary, shall withhold such consent (which shall not be deemed to have been unreasonably withheld) or shall give such consent only upon effecting changes each in form and substance satisfactory to the provisions of this Agreement as are contemplated by paragraph (c) of this Section 10.21 that will assure that such Revolving Lender is not required to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account of, such SubsidiaryFacility Agent.
(b) So long as the principal of and interest on any Loans made to any Additional Borrower under this Agreement The Facility Agent shall have been paid in full and all other obligations of such Additional Borrower under this Agreement (other than contingent indemnification obligations) shall have been fully performed, the Parent Borrower may, by not less than five Business Days’ prior notice to the Administrative Agent (which shall promptly notify the relevant Obligors’ Agent and the Lenders thereof)promptly upon being satisfied that it has received (in form and substance satisfactory to it) all the documents and other evidence listed in Part 3 of Schedule 2 (Conditions Precedent) in the case of a Subsidiary, terminate such Subsidiary’s status as an “Additional Borrower”or in Part 4 of Schedule 2 (Conditions Precedent) in the case of a New Holding Company.
(c) In order Subject to accommodate fulfilment of the conditions in paragraphs (ia)(iii), (iv) and (v) above, no Lender consent will be required for the addition of a Subsidiary accession as an Additional Borrower of:
(i) a wholly-owned Subsidiary of either Company incorporated in Australia, England and Wales or the United States of America; or
(ii) extensions of credit if on the date on which the relevant Accession Letter is delivered to the Facility Agent the Closing Date has occurred, or if such person is to accede as an Additional Borrower, in each case, where one or more Revolving Lenders are legally able and willing to lend Revolving Loans to, and participate in Letters of Credit issued for Borrower on the account of, such Subsidiary, but other Revolving Lenders are not so able and willingClosing Date, the Administrative Agent shall be permitted, with the consent of the Parent Borrower and the Required Lenders, to effect such changes to the provisions of this Agreement as it reasonably believes are appropriate in order for such provisions to operate in a customary and usual manner for “multiple-currency” syndicated lending agreements to a corporation and certain Target or any of its foreign subsidiarieswholly-owned Subsidiaries incorporated in Australia, all with England and Wales or the intention United States of providing provisions for the Revolving Lenders who are so able and willing to extend credit to such Subsidiaries and for the other Revolving Lenders not to be required to do so. Prior to effecting any such changes, the Administrative Agent shall give all Revolving Lenders at least five Business Days’ notice thereof and an opportunity to comment thereonAmerica.
Appears in 1 contract
Sources: Multicurrency Term and Revolving Facilities and Subscription Agreement (BHP Billiton LTD)
Additional Borrowers. (a) The Parent Borrower Subject to Section 8.14, Centuri may at any time, with the prior consent of upon not less than fifteen (15) Business Days’ notice from Centuri to the Administrative Agent and the Lenders (or such consent not to shorter period as may be unreasonably withheld or delayedagreed by the Administrative Agent in its sole discretion), add as request that a party to this Agreement any Wholly Wholly-Owned US Subsidiary to or Wholly-Owned Canadian Subsidiary (each, an “Applicant Borrower”) be an Additional Borrower. Upon satisfaction of the conditions specified in Section 5.3, such Subsidiary shall for all purposes be a party hereto designated as an Additional Borrower as fully as if it had executed to receive Loans and delivered this Agreement, and the Borrowers shall be jointly and severally liable for the Obligations (limited to, with respect to any Borrower that is a Foreign Subsidiary, the Obligations of Foreign Loan Parties). The Administrative Agent shall notify the Revolving Lenders at least five Business Days prior to granting such consent and, if any Revolving Lender notifies the Administrative Agent within five Business Days that it is not permitted by applicable Requirements of Law or any of its organizational policies to make Revolving Loans to, or participate in request Letters of Credit or Swingline Loans for the account of, the relevant Subsidiary, shall withhold such consent (which shall not be deemed to have been unreasonably withheld) or shall give such consent only upon effecting changes to the provisions of this Agreement as are contemplated hereunder by paragraph (c) of this Section 10.21 that will assure that such Revolving Lender is not required to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account of, such Subsidiary.
(b) So long as the principal of and interest on any Loans made to any Additional Borrower under this Agreement shall have been paid in full and all other obligations of such Additional Borrower under this Agreement (other than contingent indemnification obligations) shall have been fully performed, the Parent Borrower may, by not less than five Business Days’ prior notice delivering to the Administrative Agent (which shall promptly notify deliver counterparts thereof to each Lender) a duly executed notice and agreement in substantially the relevant Lenders thereof), terminate such Subsidiary’s status as form of Exhibit I (an “Additional BorrowerBorrower Request and Assumption Agreement”.
(c) In order to accommodate (i) the addition of a ); provided that no US Subsidiary or Canadian Subsidiary may be designated as an Additional Borrower without the consent of each Revolving Credit Lender unless such US Subsidiary or (ii) extensions Canadian Subsidiary is already a US Subsidiary Guarantor or Canadian Subsidiary Guarantor, as applicable. The parties hereto acknowledge and agree that prior to any Applicant Borrower becoming entitled to utilize the Credit Facilities, the Administrative Agent and the Lenders shall have received such supporting Security Documents, supplements to the Loan Documents, resolutions, incumbency certificates, opinions of credit counsel, all documentation and other information in order to an Additional Borrowercomply with requirements of any Anti-Money Laundering Laws including, without limitation, the PATRIOT Act and any applicable “know your customer” rules and regulations, Beneficial Ownership Certification and other documents or information, in each caseform, where one content and scope reasonably satisfactory to the Administrative Agent, as may be required by the Administrative Agent or more Revolving the Lenders are legally able and willing to lend Revolving Loans toin their sole discretion, and participate in Notes signed by such new Borrowers to the extent any Lenders so require. If the Administrative Agent and the Lenders agree that an Applicant Borrower shall be entitled to receive Loans and request Letters of Credit issued for the account ofhereunder, then promptly following receipt of all such Subsidiary, but other Revolving Lenders are not so able requested documents and willinginformation described above, the Administrative Agent shall be permittedsend a notice in substantially the form of Exhibit J (an “Additional Borrower Notice”) to Centuri and the Lenders specifying the effective date upon which the Applicant Borrower shall constitute an Additional Borrower for purposes hereof, with the consent whereupon each of the Parent Lenders agrees to permit such Additional Borrower to receive Loans and request Letters of Credit hereunder, on the Required Lendersterms and conditions set forth herein, to effect and each of the parties agrees that such changes to the provisions Additional Borrower 146960219_6 otherwise shall be a Borrower for all purposes of this Agreement as it reasonably believes are appropriate in order for Agreement; provided that no Notice of Borrowing or Letter of Credit Application may be submitted by or on behalf of such provisions to operate in a customary and usual manner for “multiple-currency” syndicated lending agreements to a corporation and certain of its foreign subsidiaries, all with Additional Borrower until the intention of providing provisions for the Revolving Lenders who are so able and willing to extend credit to date five (5) Business Days after such Subsidiaries and for the other Revolving Lenders not to be required to do so. Prior to effecting any such changes, the Administrative Agent shall give all Revolving Lenders at least five Business Days’ notice thereof and an opportunity to comment thereoneffective date.
Appears in 1 contract
Additional Borrowers. (a) The Parent Borrower may at any time, with From time to time (in the prior consent case of the Term B-3 Facility or the Term B-4 Facility, on or prior to the Restatement Effective Date and, in the case of the Revolving Facility, prior to, on or after the Restatement Effective Date), and with five Business Days’ notice to the Applicable Administrative Agent (or such consent not to be unreasonably withheld or delayedshorter period as the Administrative Agents may agree), add the Company may designate any wholly-owned Restricted Subsidiary of the Company that is a Domestic Subsidiary as a party to this Agreement any Wholly Owned Subsidiary to be an Additional “Co-Borrower. Upon satisfaction of the conditions specified in Section 5.3” (each such person, such Subsidiary shall for all purposes be a party hereto as an Additional Borrower as fully as if it had executed and delivered this Agreement, and the Borrowers shall be jointly and severally liable for the Obligations (limited to, “Co-Borrower”) with respect to any Class of Loans or Facility. Such designation shall be subject to the Applicable Administrative Agent’s consent and “know your customer” procedures and compliance with anti-money laundering rules and regulations reasonably satisfactory to the Applicable Administrative Agent and the applicable Lenders; provided, that any such Co-Borrowers do not result in (i) any incremental withholding tax to the Lenders or (ii) any loss of guarantee or Collateral by the Loan Parties. If any Lender has determined that it is not legally permitted to lend to or establish credit for the account of a Co-Borrower that is not organized in the United States, such Lender will not be obligated to extend credit to such Co-Borrower; provided that such Lender shall continue to have the obligation to provide the relevant commitments to the Company. Each Co-Borrower that is a Foreign Subsidiary, Domestic Subsidiary shall (i) be a joint and several co-borrower of the Company and (ii) either (x) become a Guarantor of all of the Obligations of Foreign Loan Parties). The by executing and delivering to the Administrative Agent a Joinder Agreement or such other documents as the Administrative Agent shall notify deem appropriate for such purpose and upon the Revolving Lenders at least five Business Days prior reasonable request of the Applicable Administrative Agent, deliver to granting such consent and, if any Revolving Lender notifies the Applicable Administrative Agent within five Business Days that it is not permitted by applicable Requirements a signed copy of Law or any a customary opinion of its organizational policies to make Revolving Loans tocounsel for such Co-Borrower, or participate in Letters of Credit or Swingline Loans for the account of, the relevant Subsidiary, shall withhold such consent (which shall not be deemed to have been unreasonably withheld) or shall give such consent only upon effecting changes addressed to the provisions Applicable Administrative Agent and the Lenders or (y) enter into waivers of this Agreement as are contemplated by paragraph (c) of this Section 10.21 that will assure that such Revolving Lender is not required defenses to make Revolving Loans to, or participate suretyship substantially consistent with those contained in Letters of Credit or Swingline Loans for the account of, such SubsidiaryGuaranty.
(b) So long Once a person has become a Co-Borrower in accordance with Section 1.13(a), it (i) shall be a “Borrower” in respect of the applicable Class and will have the right to request Revolving Loans, Letters of Credit or Term Loans, as the principal case may be, in accordance with Article II hereof until the applicable Maturity Date for such Class, as applicable, or on the date on which such Co-Borrower resigns as a Co-Borrower in accordance with Section 1.13(c) and (ii) shall be deemed a Borrower for all purposes of and interest on any Article II of this Agreement with respect to Loans made to any Additional Borrower under this Agreement shall have been paid in full and all other obligations of such Additional Borrower under this Agreement (other than contingent indemnification obligations) shall have been fully performedCo-Borrower, unless the Parent Borrower may, by not less than five Business Days’ prior notice to the Administrative Agent (which shall promptly notify the relevant Lenders thereof), terminate such Subsidiary’s status as an “Additional Borrower”context requires otherwise.
(c) Each Co-Borrower hereby designates the Company as its borrower representative (the “Borrower Representative”). The Borrower Representative will be acting as agent on each Co-Borrower’s behalf for the purposes of issuing notices of Borrowing and notices of conversion/continuation of any Loans pursuant to Article II or similar notices, giving instructions with respect to the disbursement of the proceeds of the Loans, selecting interest rate options, requesting Letters of Credit, giving and receiving all other notices and consents hereunder or under any of the other Loan Documents and taking all other actions (including in respect of compliance with covenants and certifications) on behalf of any Co-Borrower under the Loan Documents. The Borrower Representative hereby accepts such appointment. Each Co-Borrower agrees that each notice, election, representation and warranty, covenant, agreement and undertaking made on its behalf by the Borrower Representative shall be deemed for all purposes to have been made by such Co-Borrower and shall be binding upon and enforceable against such Co-Borrower to the same extent as if the same had been made directly by such Co-Borrower.
(d) In order respect of a Loan or Loans to accommodate a particular Co-Borrower (“Designated Loans”), a Lender (a “Designating Lender”) may at any time and from time to time designate (by written notice to the Applicable Administrative Agent and the Borrower): (i) the addition of a Subsidiary as an Additional Borrower substitute lending office from which it will make Designated Loans (a “Substitute Facility Office”); or (ii) extensions nominate an Affiliate to act as the Lender of credit Designated Loans (a “Substitute Affiliate Lender”). A notice to an Additional nominate a Substitute Affiliate Lender must be in the form set out in Exhibit 1.13(d) and be countersigned by the relevant Substitute Affiliate Lender confirming it will be bound as a Lender under this Agreement in respect of the Designated Loans in respect of which it acts as Lender. The Designating Lender will act as the representative of any Substitute Affiliate Lender it nominates for all administrative purposes under this Agreement. The Borrower, the Applicable Administrative Agent and the other Loan Parties will be entitled to deal only with the Designating Lender, except that payments will be made in each caserespect of Designated Loans to the lending office of the Substitute Affiliate Lender. In particular the Loans, where one Commitments and Total Revolving Outstandings of the Designating Lender will not be treated as reduced by the introduction of the Substitute Affiliate Lender for voting purposes under this Agreement or more the other Loan Documents and the Substitute Affiliate Lender will be treated as having no Loans, Commitments or Total Revolving Lenders Outstandings for voting purposes. Save as mentioned in the immediately preceding sentence, a Substitute Affiliate Lender will be treated as a Lender for all purposes under the Loan Documents and having a Loan, Commitment or Total Revolving Outstandings equal to the principal amount of all Designated Loans in which it is participating if and for so long as it continues to be a Substitute Affiliate Lender under this Agreement. A Designating Lender may revoke its designation of an Affiliate as a Substitute Affiliate Lender by notice in writing to the Applicable Administrative Agent and provided that such notice may only take effect when there are legally able no Designated Loans outstanding to the Substitute Affiliate Lender. Upon such Substitute Affiliate Lender ceasing to be a Substitute Affiliate Lender the Designating Lender will automatically assume (and willing be deemed to lend Revolving Loans to, assume without further action by any party) all rights and participate obligations previously vested in Letters of Credit issued the Substitute Affiliate Lender. If a Designating Lender designates a Substitute Facility Office or Substitute Affiliate Lender in accordance with this clause: (i) any Substitute Affiliate Lender shall be treated for the account of, such Subsidiary, but other Revolving Lenders are not so able purposes of Section 3.05 as having become a Lender on the Restatement Effective Date; and willing, the Administrative Agent shall be permitted, with the consent of the Parent Borrower and the Required Lenders, to effect such changes to (ii) the provisions of this Agreement as it reasonably believes are appropriate Section 11.06 shall not apply to or in order for such provisions to operate in a customary and usual manner for “multiple-currency” syndicated lending agreements to a corporation and certain respect of its foreign subsidiaries, all with the intention of providing provisions for the Revolving Lenders who are so able and willing to extend credit to such Subsidiaries and for the other Revolving Lenders not to be required to do so. Prior to effecting any such changes, the Administrative Agent shall give all Revolving Lenders at least five Business Days’ notice thereof and an opportunity to comment thereonSubstitute Facility Office or Substitute Affiliate Lender.
Appears in 1 contract
Sources: Incremental Joinder (SS&C Technologies Holdings Inc)
Additional Borrowers. (a) The Parent Borrower may at designate any time, with wholly owned Subsidiary as a co-borrower under the prior consent of Revolving Commitments or any Incremental Facility (an “Additional Borrower”); provided that the Administrative Agent (such consent not to be unreasonably withheld or delayed), add as a party to this Agreement any Wholly Owned Subsidiary to be an Additional Borrower. Upon satisfaction of the conditions specified in Section 5.3, such Subsidiary shall for all purposes be a party hereto as an Additional Borrower as fully as if it had executed and delivered this Agreement, and the Borrowers shall be jointly and severally liable for the Obligations (limited toreasonably satisfied that, with respect to any Borrower that such Subsidiary which is not a Foreign Domestic Subsidiary, the Lenders and Foreign Currency Lenders may make loans and other extensions of credit to such Subsidiary in Dollars and Foreign Currencies in such person’s jurisdiction in compliance with applicable laws and regulations, without being required or qualified to do business in such jurisdiction and without being subject to any unreimbursed or unindemnified Tax or other expense. Such wholly owned Subsidiary shall become an Additional Borrower and a party to this Agreement, and all references to the “Co-Borrower” shall be to such Additional Borrower, as applicable, upon (i) the receipt by the Administrative Agent of (A) a joinder agreement, in form and substance satisfactory to the Administrative Agent, executed by such Subsidiary and the Borrower, (B) an acknowledgement and confirmation by the Guarantors of their guarantee in respect of the Obligations of Foreign such Subsidiary, (C) an amendment and/or supplement to the Security Documents executed by the applicable Loan Parties). The Parties and such Subsidiary, to the extent reasonably requested by the Administrative Agent, (D) corporate or other applicable resolutions, other corporate or other applicable documents, certificates and legal opinions in respect of such Subsidiary substantially equivalent to comparable documents delivered on the Closing Date and (E) such other documents or information with respect thereto (including all documentation and other information required under the Patriot Act) as the Administrative Agent shall notify reasonably request and (ii) the Revolving Lenders at least five Business Days prior to granting such consent and, if any Revolving Lender notifies the Administrative Agent within five Business Days that it is not permitted by applicable Requirements of Law or any of its organizational policies to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account of, the relevant Subsidiary, shall withhold such consent and Foreign Currency Lenders being provided with (which shall not be deemed to have been unreasonably withheldA) or shall give such consent only upon effecting changes to the provisions of this Agreement as are contemplated by paragraph (c) of this Section 10.21 that will assure that such Revolving Lender is not required to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account of, such Subsidiary.
(b) So long as the principal of and interest on any Loans made to any Additional Borrower under this Agreement shall have been paid in full and all other obligations of such Additional Borrower under this Agreement (other than contingent indemnification obligations) shall have been fully performed, the Parent Borrower may, by not less than five Business Days’ prior notice to the Administrative Agent (which shall promptly notify the relevant Lenders thereof), terminate such Subsidiary’s status as an “Additional Borrower”.
(c) In order to accommodate (i) the addition of a Subsidiary as an any Additional Borrower or (ii) extensions of credit to an Additional Borrower, in each case, where one or more Revolving Lenders are legally able and willing to lend Revolving Loans to, and participate in Letters of Credit issued for the account of, such Subsidiary, but other Revolving Lenders are not so able and willing, the Administrative Agent shall be permitted, with the consent of the Parent Borrower and the Required Lenders, to effect such changes to the provisions of this Agreement as it reasonably believes are appropriate in order for such provisions to operate in that is a customary and usual manner for “multiple-currency” syndicated lending agreements to a corporation and certain of its foreign subsidiaries, all with the intention of providing provisions for Domestic Subsidiary being added under the Revolving Lenders who are so able Facility pursuant to this Section 10.15 and willing to extend credit to such Subsidiaries and for the other Revolving Lenders not to be required to do so. Prior to effecting any such changes, the Administrative Agent shall give all Revolving Lenders at least five (B) 10 Business Days’ prior notice thereof and an opportunity of any Additional Borrower that is a Foreign Subsidiary being added under the Revolving Facility pursuant to comment thereonthis Section 10.15.
Appears in 1 contract
Sources: Credit Agreement (Allscripts Healthcare Solutions, Inc.)
Additional Borrowers. Other investment companies (a) The Parent Borrower may at any timeor series of investment companies), in addition to those Borrowers which are original signatories to this Agreement, may, with the prior consent written approval of all the Banks, become parties to this Agreement and be deemed Borrowers for all purposes of this Agreement by executing an instrument substantially in the form of Exhibit H hereto (with such changes therein may be approved by the Banks), which instrument shall (i) have attached to it a copy of this Agreement (as the same may have been amended) with a revised Allocation Notice reflecting the participation of such additional investment company and (ii) be accompanied by the documents and instruments required to be delivered by the Borrowers pursuant to Section 3.1 hereof, including, without limitation, an opinion of counsel for such Borrower, in a form reasonably satisfactory to the Administrative Agent and its counsel; provided, however, that no such additional Borrower shall be added unless the Banks consent, except that (A) to the extent an existing Borrower converts to a "master/feeder" structure, no consent shall be required for the master trust in such consent not structure to become a Borrower hereunder after such conversion, provided the converting Borrower ceases to be unreasonably withheld a Borrower hereunder on or delayed)prior to such conversion and (B) to the extent that an existing Borrower which is a "master trust" is merged into (or transfers all or substantially all of its assets and liabilities to) its feeder fund (the "Former Feeder Fund") no consent shall be required for such Former Feeder Fund to become a Borrower if in connection with such merger or transfer such Former Feeder Fund shall hold all or substantially all the assets and liabilities of the prior master trust, add and prior to such merger or transfer, such Former Feeder Fund shall have no Debt. Additional Borrowers may be added to this Agreement only once per each calendar quarter. No investment company (or series of an investment company) shall be admitted as a party to this Agreement any Wholly Owned Subsidiary to be an Additional Borrower. Upon satisfaction of as a Borrower unless at the conditions specified in Section 5.3, such Subsidiary shall for all purposes be a party hereto as an Additional Borrower as fully as if it had executed and delivered this Agreement, and the Borrowers shall be jointly and severally liable for the Obligations (limited to, with respect to any Borrower that is a Foreign Subsidiary, the Obligations of Foreign Loan Parties). The Administrative Agent shall notify the Revolving Lenders at least five Business Days prior to granting such consent and, if any Revolving Lender notifies the Administrative Agent within five Business Days that it is not permitted by applicable Requirements of Law or any of its organizational policies to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account of, the relevant Subsidiary, shall withhold such consent (which shall not be deemed to have been unreasonably withheld) or shall give such consent only upon effecting changes to the provisions of this Agreement as are contemplated by paragraph (c) of this Section 10.21 that will assure that such Revolving Lender is not required to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account of, such Subsidiary.
(b) So long as the principal of and interest on any Loans made to any Additional Borrower under this Agreement shall have been paid in full and all other obligations time of such Additional Borrower under this Agreement (other than contingent indemnification obligations) shall have been fully performed, the Parent Borrower may, by not less than five Business Days’ prior notice to the Administrative Agent (which shall promptly notify the relevant Lenders thereof), terminate such Subsidiary’s status as an “Additional Borrower”.
(c) In order to accommodate admission and after giving effect thereto: (i) the addition of a Subsidiary as an Additional Borrower or representations and warranties set forth in Article IV hereof shall be true and correct with respect to such Borrower; (ii) extensions of credit to an Additional Borrower, in each case, where one or more Revolving Lenders are legally able and willing to lend Revolving Loans to, and participate in Letters of Credit issued for the account of, such Subsidiary, but other Revolving Lenders are not so able and willing, the Administrative Agent Borrower shall be permitted, in compliance in all material respects with the consent all of the Parent terms and provisions set forth herein on its part to be observed or performed at the time of the admission and after giving effect thereto; and (iii) no Default or Event of Default with respect to such Borrower shall have occurred and the Required Lenders, to effect such changes be continuing."
1.8 Schedule 1. Schedule 1 to the provisions of Credit Agreement is hereby amended to state as set forth as Schedule 1 to this Restated Credit Agreement.
1.9 Schedule 5.20. Schedule 5.20 to the Credit Agreement is hereby amended to state as it reasonably believes are appropriate in order for such provisions set forth as Schedule 5.20 to operate in a customary and usual manner for “multiple-currency” syndicated lending agreements to a corporation and certain of its foreign subsidiaries, all with the intention of providing provisions for the Revolving Lenders who are so able and willing to extend credit to such Subsidiaries and for the other Revolving Lenders not to be required to do so. Prior to effecting any such changes, the Administrative Agent shall give all Revolving Lenders at least five Business Days’ notice thereof and an opportunity to comment thereonthis Restated Credit Agreement.
Appears in 1 contract
Additional Borrowers. (a) The Parent Borrower may at At any time and from time, with -to-time after the prior consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed), add as a party to this Agreement any Wholly Owned Subsidiary to be an Additional Borrower. Upon satisfaction of the conditions specified in Section 5.3, such Subsidiary shall for all purposes be a party hereto as an Additional Borrower as fully as if it had executed and delivered this Agreement, and the Borrowers shall be jointly and severally liable for the Obligations (limited to, with respect to any Borrower that is a Foreign SubsidiaryClosing Date, the Obligations of Foreign Loan Parties). The Administrative Borrowers’ Agent shall notify the Revolving Lenders at least five Business Days prior to granting such consent and, if any Revolving Lender notifies the Administrative Agent within five Business Days may request that it is not permitted by applicable Requirements of Law or any of its organizational policies to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account of, the relevant Subsidiary, shall withhold such consent (which shall not be deemed to have been unreasonably withheld) or shall give such consent only upon effecting changes to the provisions of this Agreement as are contemplated by paragraph (c) of this Section 10.21 that will assure that such Revolving Lender is not required to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account of, such Subsidiary.
(b) So long as the principal of and interest on any Loans made to any Additional Borrower under this Agreement shall have been paid in full and all other obligations of such Additional Borrower Subsidiaries become a borrower under this Agreement (other than contingent indemnification obligations) shall have been fully performed, the Parent Borrower may, by not less than five Business Days’ prior notice each Subsidiary which becomes a borrower pursuant to the Administrative Agent (which shall promptly notify the relevant Lenders thereof)terms of this Section 11.18, terminate such Subsidiary’s status as an “Additional Borrower”.). Such Subsidiary shall become an Additional Borrower with effect on and from the date on which the Administrative Agent notifies the Borrowers’ Agent that each of the following has been satisfied (which date shall be within ten (10) Business Days after each Lender has received the documents referred to in Section 11.18(d):
(a) the Administrative Agent receives a duly completed and executed Joinder Agreement, substantially in the form of Exhibit P;
(b) the Borrowers’ Agent confirms that no Default or Event of Default is continuing or would occur as a result of that Subsidiary becoming an Additional Borrower and each of the representations and warranties relating to the Additional Borrower and the Loan Parties is true and not misleading in any material respect (except that any representation and warranty that is qualified by “materiality” or “Material Adverse Effect” shall be true and correct in all respects as so qualified) as if made on date of accession of Additional Borrower;
(c) In order to accommodate the Subsidiary is incorporated, organized or formed in the United States of America or another jurisdiction approved by the Required Lenders;
(id) the addition Collateral Agent shall have received the results of a Subsidiary as an Additional Borrower or recent search by a Person reasonably satisfactory to the Collateral Agent, of the Uniform Commercial Code (ii) extensions if relevant), judgment and tax Lien filings, and all customary searches for financing transactions of credit this nature in all applicable jurisdictions, which may have been filed with respect to an personal property of such Additional Borrower, and the results of such search shall be reasonably satisfactory to the Collateral Agent;
(e) each Lender shall have received all of the documents referred to in each caseSection 6.1(p) with respect to that Additional Borrower and has confirmed to the Collateral Agent that such documents are in form and substance reasonably satisfactory to such Lender;
(f) such Additional Borrower becomes a Grantor; and
(g) Additional Borrower appoints the Borrowers’ Agent to act on its behalf as the agent for such Additional Borrower hereunder and under the other Loan Documents and authorizes the Borrowers’ Agent to take such actions on its behalf and to exercise such powers as are delegated to the Borrowers’ Agent by the terms hereof or thereof, where one or more Revolving Lenders together with such actions and powers as are legally able and willing to lend Revolving Loans toreasonably incidental thereto, and participate in Letters of Credit issued for the account of, Borrowers’ Agent accepts such Subsidiary, but other Revolving Lenders are appointment (which appointment shall not so able and willing, the Administrative Agent shall be permitted, with terminated or revoked without the consent of the Parent Borrower Collateral Agent and the Required Lenders, to effect such changes to the provisions of this Agreement as it reasonably believes are appropriate in order for such provisions to operate in a customary and usual manner for “multiple-currency” syndicated lending agreements to a corporation and certain of its foreign subsidiaries, all with the intention of providing provisions for the Revolving Lenders who are so able and willing to extend credit to such Subsidiaries and for the other Revolving Lenders not to be required to do so. Prior to effecting any such changes, the Administrative Agent shall give all Revolving Lenders at least five Business Days’ notice thereof and an opportunity to comment thereon).
Appears in 1 contract
Additional Borrowers. (a) The Parent Borrower Subject to compliance with the provisions of clause 24.8(c) (“Know your customer” checks) and 24.8(d) (“Know your customer” checks), the Company may request, at any timetime after the first Utilisation Date, in connection with any of its wholly owned Subsidiaries, which is not a Dormant Subsidiary, becomes a Borrower under the prior consent Facilities. That Subsidiary shall become a Borrower upon satisfaction of each of the Administrative following conditions:
(A) it is incorporated in the same jurisdiction as an existing Borrower and the Majority Lenders approve the addition of that Subsidiary or otherwise if all the Lenders approve the addition of that Subsidiary;
(B) the Company and that Subsidiary deliver to the Agent a duly completed and executed Accession Deed;
(such consent not C) the Subsidiary is (or becomes) a Guarantor prior to be unreasonably withheld becoming a Borrower;
(D) the Company confirms that no Default is continuing or delayed), add would occur as a party to this Agreement any Wholly Owned result of that Subsidiary to be an Additional Borrower. Upon satisfaction of the conditions specified in Section 5.3, such Subsidiary shall for all purposes be a party hereto as becoming an Additional Borrower as fully as if it had executed and delivered this Agreement, and the Borrowers shall Company confirms this; and
(E) the Agent has received all of the documents and other evidence listed in part 3 (Conditions precedent to be jointly delivered by an Additional Obligor) of schedule 2 (Conditions precedent) in relation to that Additional Borrower, each in form and severally liable for the Obligations (limited to, with respect to any Borrower that is a Foreign Subsidiary, the Obligations of Foreign Loan Parties). The Administrative Agent shall notify the Revolving Lenders at least five Business Days prior to granting such consent and, if any Revolving Lender notifies the Administrative Agent within five Business Days that it is not permitted by applicable Requirements of Law or any of its organizational policies to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account of, the relevant Subsidiary, shall withhold such consent (which shall not be deemed to have been unreasonably withheld) or shall give such consent only upon effecting changes substance satisfactory to the provisions of this Agreement as are contemplated by paragraph (c) of this Section 10.21 that will assure that such Revolving Lender is not required to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account of, such SubsidiaryAgent.
(b) So long as the principal of and interest on any Loans made to any Additional Borrower under this Agreement The Agent shall have been paid in full and all other obligations of such Additional Borrower under this Agreement (other than contingent indemnification obligations) shall have been fully performed, the Parent Borrower may, by not less than five Business Days’ prior notice to the Administrative Agent (which shall promptly notify the relevant Company and the Lenders thereofpromptly upon being satisfied that it has received (in form and substance satisfactory to it) all the documents and other evidence listed in part 3 (Conditions precedent to be delivered by an Additional Obligor) of schedule 2 (Conditions precedent), terminate such Subsidiary’s status as an “Additional Borrower”.
(c) In order to accommodate (i) the addition of a Subsidiary as Upon becoming an Additional Borrower or that Subsidiary shall make any filings (iiand provide copies of such filings) extensions of credit to an Additional Borrower, as required by clause 17.2(j) (Tax gross-up) and clause 17.7(b) (HMRC DT Treaty Passport scheme confirmation) in each case, where one or more Revolving Lenders are legally able and willing to lend Revolving Loans to, and participate in Letters of Credit issued for the account of, such Subsidiary, but other Revolving Lenders are not so able and willing, the Administrative Agent shall be permitted, accordance with the consent of the Parent Borrower and the Required Lenders, to effect such changes to the provisions of this Agreement as it reasonably believes are appropriate in order for such provisions to operate in a customary and usual manner for “multiple-currency” syndicated lending agreements to a corporation and certain of its foreign subsidiaries, all with the intention of providing provisions for the Revolving Lenders who are so able and willing to extend credit to such Subsidiaries and for the other Revolving Lenders not to be required to do so. Prior to effecting any such changes, the Administrative Agent shall give all Revolving Lenders at least five Business Days’ notice thereof and an opportunity to comment thereonthose clauses.
Appears in 1 contract
Additional Borrowers. (a) The Parent Borrower Subject to compliance with the provisions of clause 24.8(c) (“Know your customer” checks) and 24.8(d) (“Know your customer” checks), the Company may request, at any timetime after the first Utilisation Date, in connection with any of its wholly owned Subsidiaries, which is not a Dormant Subsidiary, becomes a Borrower under the prior consent Revolving Facility. That Subsidiary shall become a Borrower upon satisfaction of each of the Administrative following conditions:
(A) it is incorporated in the same jurisdiction as an existing Borrower and the Majority Lenders approve the addition of that Subsidiary or otherwise if all the Lenders approve the addition of that Subsidiary;
(B) the Company and that Subsidiary deliver to the Agent a duly completed and executed Accession Deed;
(such consent not C) the Subsidiary is (or becomes) a Guarantor prior to be unreasonably withheld becoming a Borrower;
(D) the Company confirms that no Default is continuing or delayed), add would occur as a party to this Agreement any Wholly Owned result of that Subsidiary to be an Additional Borrower. Upon satisfaction of the conditions specified in Section 5.3, such Subsidiary shall for all purposes be a party hereto as becoming an Additional Borrower as fully as if it had executed and delivered this Agreement, and the Borrowers shall Company confirms this; and
(E) the Agent has received all of the documents and other evidence listed in part 3 (Conditions precedent to be jointly delivered by an Additional Obligor) of schedule 2 in relation to that Additional Borrower, each in form and severally liable for the Obligations (limited to, with respect to any Borrower that is a Foreign Subsidiary, the Obligations of Foreign Loan Parties). The Administrative Agent shall notify the Revolving Lenders at least five Business Days prior to granting such consent and, if any Revolving Lender notifies the Administrative Agent within five Business Days that it is not permitted by applicable Requirements of Law or any of its organizational policies to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account of, the relevant Subsidiary, shall withhold such consent (which shall not be deemed to have been unreasonably withheld) or shall give such consent only upon effecting changes substance satisfactory to the provisions of this Agreement as are contemplated by paragraph (c) of this Section 10.21 that will assure that such Revolving Lender is not required to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account of, such SubsidiaryAgent.
(b) So long as the principal of and interest on any Loans made to any Additional Borrower under this Agreement The Agent shall have been paid in full and all other obligations of such Additional Borrower under this Agreement (other than contingent indemnification obligations) shall have been fully performed, the Parent Borrower may, by not less than five Business Days’ prior notice to the Administrative Agent (which shall promptly notify the relevant Company and the Lenders thereof), terminate such Subsidiary’s status as promptly upon being satisfied that it has received (in form and substance satisfactory to it) all the documents and other evidence listed in part 3 (Conditions precedent to be delivered by an “Additional Borrower”Obligor) of schedule 2.
(c) In order to accommodate (i) the addition of a Subsidiary as Upon becoming an Additional Borrower or that Subsidiary shall make any filings (iiand provide copies of such filings) extensions of credit to an Additional Borrower, as required by clause 17.2(j) (Tax gross-up) and clause 17.7(b) (HMRC DT Treaty Passport scheme confirmation) in each case, where one or more Revolving Lenders are legally able and willing to lend Revolving Loans to, and participate in Letters of Credit issued for the account of, such Subsidiary, but other Revolving Lenders are not so able and willing, the Administrative Agent shall be permitted, accordance with the consent of the Parent Borrower and the Required Lenders, to effect such changes to the provisions of this Agreement as it reasonably believes are appropriate in order for such provisions to operate in a customary and usual manner for “multiple-currency” syndicated lending agreements to a corporation and certain of its foreign subsidiaries, all with the intention of providing provisions for the Revolving Lenders who are so able and willing to extend credit to such Subsidiaries and for the other Revolving Lenders not to be required to do so. Prior to effecting any such changes, the Administrative Agent shall give all Revolving Lenders at least five Business Days’ notice thereof and an opportunity to comment thereonthose clauses.
Appears in 1 contract
Additional Borrowers. (a) The Parent Borrower Company may at request that any time, with the prior consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed), add as a party to this Agreement any Wholly Owned Subsidiary to be an Additional Borrower. Upon satisfaction of the conditions specified in Section 5.3, such Subsidiary shall for all purposes be a party hereto as its wholly-owned Subsidiaries becomes an Additional Borrower as fully as if it had executed and delivered this Agreement, and the Borrowers shall be jointly and severally liable for the Obligations (limited to, with respect to any Borrower that is a Foreign Subsidiary, the Obligations of Foreign Loan Parties). The Administrative Agent shall notify the Revolving Lenders at least five Business Days prior to granting such consent and, if any Revolving Lender notifies the Administrative Agent within five Business Days that it is not permitted by applicable Requirements of Law or any of its organizational policies to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account of, the relevant Subsidiary, shall withhold such consent (which shall not be deemed to have been unreasonably withheld) or shall give such consent only upon effecting changes delivering to the provisions of this Agreement as are contemplated by paragraph (c) of this Section 10.21 that will assure that such Revolving Lender is not required to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account of, such SubsidiarySecurity Trustee a duly completed and executed Accession Deed.
(b) So long The Facility Agent shall instruct the Security Trustee to, and the Security Trustee shall, accept and execute the Accession Deed as soon as reasonably practicable if:
(i) that Subsidiary is incorporated in the principal same jurisdiction as an existing Borrower or, if not so incorporated, the Facility Agent (acting on the instructions of and interest on any Loans made all Lenders agrees in writing, acting reasonably) so consents;
(ii) the Subsidiary is (or becomes} a Guarantor prior to any or at the same time as becoming a Borrower;
(iii) no Event of Default or Potential Event of Default is continuing or would occur as a result of that Subsidiary becoming an Additional Borrower under (and the Company has confirmed this Agreement shall have been paid is the case);
(iv) the Facility Agent has received in full and all other obligations respect of such Additional Borrower under this Agreement the relevant Subsidiary:
(A) a duly executed Accession Deed;
(B) a signed Director's Certificate or, if incorporated in a jurisdiction other than contingent indemnification obligations) shall have been fully performedNew Zealand, the Parent Borrower may, by not less than five Business Days’ prior notice a signed equivalent for that other jurisdiction in customary form for that jurisdiction in relation to the Administrative Accession Deed;
(C) all information, documentation and other evidence which any Finance Party may reasonably require in order to carry out "know your customer" or similar checks under applicable laws and regulations relating to anti money laundering, terrorist-financing and economic and trade sanctions; and
(D) a legal opinion (or opinions) addressed to the Facility Agent and Security Trustee (in form and substance acceptable to the Facility Agent (which shall promptly notify acting reasonably)) in relation to the relevant Lenders thereof), terminate such Subsidiary’s status as an “Additional Borrower”Subsidiary and the Accession Deed from the legal advisors of the Facility Agent.
(c) In order The Facility Agent shall notify the Company, the Security Trustee and the Lenders promptly upon being satisfied that it has received (in form and substance satisfactory to accommodate it) all the documents and other evidence listed in clause 25.1 (ib)(iv) and upon giving that notice, the addition of relevant Subsidiary becomes a Subsidiary party to this agreement as an Additional Borrower or (ii) extensions of credit to an Additional Borrower, with effect on and from the date specified in each case, where one or more Revolving Lenders are legally able the Accession Deed and willing to lend Revolving Loans to, and participate in Letters of Credit issued for is bound by the account of, such Subsidiary, but other Revolving Lenders are not so able and willing, the Administrative Agent shall be permitted, with the consent of the Parent Borrower and the Required Lenders, to effect such changes to the provisions terms of this Agreement as it reasonably believes are appropriate in order for such provisions to operate in a customary and usual manner for “multiple-currency” syndicated lending agreements to a corporation and certain of its foreign subsidiaries, all with the intention of providing provisions for the Revolving Lenders who are so able and willing to extend credit to such Subsidiaries and for the other Revolving Lenders not to be required to do so. Prior to effecting any such changes, the Administrative Agent shall give all Revolving Lenders at least five Business Days’ notice thereof and an opportunity to comment thereonagreement.
Appears in 1 contract
Additional Borrowers. (a) The Parent On or after the Effective Date, the Lead Borrower may designate any wholly-owned Subsidiary of IR Parent as an Additional Borrower by delivery to the Administrative Agent, at any timeleast ten Domestic Business Days prior to such designation, with of (i) an Additional Borrower Agreement executed by such Subsidiary, the prior consent Guarantors and the Borrowers, substantially in the form of Exhibit H hereto (each, an “Additional Borrower Agreement”) and (ii) a favorable written opinion (addressed to the Administrative Agent and the Banks) of counsel of such Subsidiary or Subsidiaries (such consent not which opinion shall be reasonably satisfactory to be unreasonably withheld or delayedthe Administrative Agent), add as a party to this Agreement any Wholly Owned Subsidiary to be an Additional Borrower. Upon satisfaction delivery of the conditions specified in Section 5.3above-mentioned documents, such Subsidiary shall for all purposes of this Agreement be a party hereto as an Additional Borrower as fully as if it had executed and delivered a party to this Agreement, and the Borrowers shall be jointly and severally liable for the Obligations (limited to, with respect to . Promptly following receipt of any Additional Borrower that is a Foreign SubsidiaryAgreement, the Obligations of Foreign Loan Parties). The Administrative Agent shall notify the Revolving Lenders at least five Business Days prior send a copy thereof to granting such consent and, if any Revolving Lender notifies the Administrative Agent within five Business Days that it is not permitted by applicable Requirements of Law or any of its organizational policies to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account of, the relevant Subsidiary, shall withhold such consent (which shall not be deemed to have been unreasonably withheld) or shall give such consent only upon effecting changes to the provisions of this Agreement as are contemplated by paragraph (c) of this Section 10.21 that will assure that such Revolving Lender is not required to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account of, such Subsidiaryeach Bank.
(b) So long As soon as practicable after receiving notice from the principal Lead Borrower or the Administrative Agent of the Lead Borrower’s intent to designate a Subsidiary as an Additional Borrower, and interest on in any Loans made event at least five Domestic Business Days prior to any the delivery of an executed Additional Borrower under this Agreement shall have been paid in full and all other obligations of such Additional Borrower under this Agreement (other than contingent indemnification obligations) shall have been fully performed, the Parent Borrower may, by not less than five Business Days’ prior notice to the Administrative Agent pursuant to Section 2.16(a), for an Additional Borrower that is organized under the laws of a jurisdiction other than of the United States of America, or a political subdivision thereof, of Ireland, Bermuda, or of the Grand Duchy of Luxembourg, any Bank that may not legally lend to, establish credit for the account of and/or do any business whatsoever with such Additional Borrower directly or through an Affiliate of such Bank, as provided in Section 2.4(a) (which a “Protesting Bank”), shall promptly so notify the relevant Lenders thereof)Lead Borrower and the Administrative Agent in writing. With respect to each Protesting Bank, terminate the Lead Borrower shall, effective on or before the date that such Subsidiary’s status Additional Borrower shall have the right to borrow hereunder, either (i) notify the Administrative Agent and such Protesting Bank that the Commitments of such Protesting Bank shall be terminated; provided that such Protesting Bank shall have received payment of an amount equal to the outstanding principal of its Loans and/or unreimbursed Letters of Credit obligations, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, (ii) substitute such Protesting Bank in accordance with the provisions of Section 8.5 hereof or (iii) cancel the request to designate such Subsidiary as an “Additional Borrower”” hereunder.
(c) In order to accommodate (i) the addition of a Subsidiary as an Additional Borrower or (ii) extensions of credit to an Additional Borrower, in each case, where one or more Revolving Lenders are legally able and willing to lend Revolving Loans to, and participate in Letters of Credit issued for the account of, such Subsidiary, but other Revolving Lenders are not so able and willing, the Administrative Agent shall be permitted, with the consent of the Parent Borrower and the Required Lenders, to effect such changes to the provisions of this Agreement as it reasonably believes are appropriate in order for such provisions to operate in a customary and usual manner for “multiple-currency” syndicated lending agreements to a corporation and certain of its foreign subsidiaries, all with the intention of providing provisions for the Revolving Lenders who are so able and willing to extend credit to such Subsidiaries and for the other Revolving Lenders not to be required to do so. Prior to effecting any such changes, the Administrative Agent shall give all Revolving Lenders at least five Business Days’ notice thereof and an opportunity to comment thereon.
Appears in 1 contract
Additional Borrowers. (a) The Notwithstanding anything in Section 13.1 to the contrary, following the Closing Date, the Parent Borrower may at any time, with request that one or more of its Subsidiaries that is a Wholly-Owned Restricted Subsidiary and that is a U.S. Subsidiary be added as an additional Borrower (the prior consent of “Additional Revolving Borrower”) under the Revolving Credit Facility by delivering to the Administrative Agent (such consent not to be unreasonably withheld or delayed), add as a party to this Agreement any Wholly Owned Subsidiary to be an Additional Borrower Agreement executed by such Subsidiary and the Parent Borrower. Upon satisfaction of the conditions specified in Section 5.3, such Such Subsidiary shall for all purposes of this Agreement be a party hereto Borrower hereunder no earlier than the latest of (i) ten (10) Business Days (or such shorter period as an the Administrative Agent may in its discretion agree) after delivery of such Additional Borrower as fully as if it had executed and delivered this Agreement, ; (ii) ten (10) Business Days after receipt by the Lenders and the Borrowers shall be jointly and severally liable for the Obligations (limited to, with respect to any Borrower that is a Foreign Subsidiary, the Obligations of Foreign Loan Parties). The Administrative Agent shall notify of such documentation and other information reasonably requested by the Lenders or the Administrative Agent for purposes of complying with all necessary “know your customer” or other similar checks under all applicable laws and regulations provided that there has been no written objection submitted by any of the Revolving Credit Lenders at least five Business Days prior to granting such consent and, if any Revolving Lender notifies or the Administrative Agent within five ten (10) Business Days that it of the date of receipt of such documentation and other information; and (iii) if the applicable Additional Revolving Borrower is not permitted by applicable Requirements of Law organized or any of its organizational policies to make Revolving Loans toincorporated in or under the laws of, or participate for applicable Tax purposes is resident of or treated as engaged in Letters a trade or business in, any jurisdiction other than a jurisdiction in or under the laws of Credit which at least one then-existing Borrower is organized or Swingline Loans for incorporated as of the account ofdate the Additional Borrower Agreement is delivered to the Administrative Agent, the relevant Subsidiarydate of the effectiveness of an amendment of this Agreement, which amendment must be as mutually agreed by the Administrative Agent, the Parent Borrower, such Additional Revolving Borrower and each affected Lender (including any amendment to applicable Tax provisions); provided that (x) each Additional Revolving Borrower shall withhold also be a Guarantor and (y) the Administrative Agent shall have received (A) all documents, updated schedules, instruments, certificates and agreements, and all other actions and information, then required by or in respect of such consent Additional Revolving Borrower by Section 9.11 or by the Security Documents (which shall not be deemed without giving effect to have been unreasonably withheldany grace periods for delivery of such items, the updating of such information or the taking of such actions) or shall give such consent only upon effecting changes and (B) documentation reasonably satisfactory to the provisions Administrative Agent pursuant to which each then-existing Borrower and Guarantor unconditionally Guarantees the Borrowings of this Agreement as are contemplated the Additional Revolving Borrower on terms substantially consistent with the Guarantors’ Guarantee of the Parent Borrower’s obligations hereunder. Any obligations in respect of borrowings by paragraph (c) of this Section 10.21 that will assure that such Revolving Lender is not required to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account of, such Subsidiary.
(b) So long as the principal of and interest on any Loans made to any Additional Borrower under this Agreement shall have been paid in full and will constitute “Obligations” for all other obligations purposes of such the Credit Documents. Promptly following receipt of any Additional Borrower under this Agreement (other than contingent indemnification obligations) shall have been fully performed, the Parent Borrower may, by not less than five Business Days’ prior notice to the Administrative Agent (which shall promptly notify the relevant Lenders thereof), terminate such Subsidiary’s status as an “Additional Borrower”.
(c) In order to accommodate (i) the addition of a Subsidiary as an Additional Borrower or (ii) extensions of credit to an Additional Borrower, in each case, where one or more Revolving Lenders are legally able and willing to lend Revolving Loans to, and participate in Letters of Credit issued for the account of, such Subsidiary, but other Revolving Lenders are not so able and willingAgreement, the Administrative Agent shall be permittedsend a copy thereof to each Lender. As set forth in Section 1.13, the foregoing procedures shall apply (mutatis mutandis) with the consent of the Parent Borrower and the Required Lenders, to effect such changes respect to the provisions addition of this Agreement as it reasonably believes are appropriate in order for a “borrower” with respect to New Term Loans and New Term Loan Commitments, substituting such provisions to operate in a customary New Term Loan Lender and usual manner for “multiple-currency” syndicated lending agreements to a corporation and certain of its foreign subsidiaries, all with the intention of providing provisions for the Revolving Lenders who are so able and willing to extend credit to such Subsidiaries and for the other Revolving Lenders not to be required to do so. Prior to effecting any such changes, the Administrative Agent shall give all Revolving Lenders at least five Business Days’ notice thereof as the applicable consent parties for purposes of “know your customer” and an opportunity to comment thereonsimilar checks.
Appears in 1 contract
Additional Borrowers. Nielsen may at any time after the Closing Date designate any Subsidiary of the Company organized under the laws of Canada, Ireland, Luxembourg, Switzerland, the Netherlands or the United Kingdom (each such Subsidiary, a “Supplemental Subsidiary Borrower”) as a Borrower under any Incremental Term Loans, Extended Term Loans or Replacement Term Loan Facility and, in the event the currency of the jurisdiction of organization of such Supplemental Subsidiary Borrower is not Euro, may cause such Supplemental Subsidiary Borrower to borrow in the currency of its jurisdiction of organization in addition to any available currencies provided herein at such time; provided that (a) The Parent the Administrative Agent and the Lenders making the applicable loans and other extensions of credit have consented to the designation of such Supplemental Subsidiary Borrower as a Borrower hereunder with respect to such loans and other extensions of credit (it being understood that the consent of any other Lenders or the Required Lenders shall not be required) and (b) Nielsen shall have delivered to each Lender which requests the same information with respect to such Supplemental Subsidiary Borrower in accordance with Section 10.20. Upon the receipt by the Administrative Agent of a Borrowing Subsidiary Agreement substantially in the form of Exhibit 11.14A executed by the applicable Supplemental Subsidiary Borrower and a security agreement pledging the Equity Interests of such Supplemental Subsidiary Borrower under applicable Law from the owner of such Equity Interests and security agreements executed by such Supplemental Subsidiary Borrower pledging those assets of such Supplemental Subsidiary Borrower which are customarily pledged in connection with similar loans or extensions of credit under applicable Law in the jurisdiction in which such Supplemental Subsidiary Borrower is organized (but in all cases subject to the limitations and exclusions set forth in Section 6.11, which shall apply to any such pledge), such Supplemental Subsidiary Borrower shall be a Borrower and a party to this Agreement. It is understood and agreed that a pledge in respect of assets of, or Equity Interests in, a Supplemental Subsidiary Borrower organized in a jurisdiction other than the United States or any state thereof may consist of substantially less collateral than would otherwise be subject to a customary lien in respect of all assets of an entity organized under the laws of the United States or any state thereof. A Supplemental Subsidiary Borrower shall cease to be a Borrower hereunder at such time as no Loans, fees or any timeother amounts due in connection therewith pursuant to the terms hereof shall be outstanding by such Supplemental Subsidiary Borrower and such Supplemental Subsidiary Borrower and Nielsen shall have executed and delivered to the Administrative Agent a Borrowing Subsidiary Termination substantially in the form of Exhibit 11.14B. Without the consent of any other Agents or Lenders, with the prior consent Administrative Agent and Nielsen may effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent (such consent not and Nielsen, to be unreasonably withheld or delayed), add as a party to this Agreement any Wholly Owned Subsidiary to be an Additional Borrower. Upon satisfaction of the conditions specified in Section 5.3, such Subsidiary shall for all purposes be a party hereto as an Additional Borrower as fully as if it had executed and delivered this Agreement, and the Borrowers shall be jointly and severally liable for the Obligations (limited to, with respect to any Borrower that is a Foreign Subsidiary, the Obligations of Foreign Loan Parties). The Administrative Agent shall notify the Revolving Lenders at least five Business Days prior to granting such consent and, if any Revolving Lender notifies the Administrative Agent within five Business Days that it is not permitted by applicable Requirements of Law or any of its organizational policies to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account of, the relevant Subsidiary, shall withhold such consent (which shall not be deemed to have been unreasonably withheld) or shall give such consent only upon effecting changes to effect the provisions of this Agreement as are contemplated by paragraph (c) of this Section 10.21 that will assure that such Revolving Lender 11.14, including to add provisions regarding interest rate terms and definitions. Any Supplemental Subsidiary Borrower shall be a Guarantor with respect to Loans for which it is not required to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account of, such Subsidiarya Borrower.
(b) So long as the principal of and interest on any Loans made to any Additional Borrower under this Agreement shall have been paid in full and all other obligations of such Additional Borrower under this Agreement (other than contingent indemnification obligations) shall have been fully performed, the Parent Borrower may, by not less than five Business Days’ prior notice to the Administrative Agent (which shall promptly notify the relevant Lenders thereof), terminate such Subsidiary’s status as an “Additional Borrower”.
(c) In order to accommodate (i) the addition of a Subsidiary as an Additional Borrower or (ii) extensions of credit to an Additional Borrower, in each case, where one or more Revolving Lenders are legally able and willing to lend Revolving Loans to, and participate in Letters of Credit issued for the account of, such Subsidiary, but other Revolving Lenders are not so able and willing, the Administrative Agent shall be permitted, with the consent of the Parent Borrower and the Required Lenders, to effect such changes to the provisions of this Agreement as it reasonably believes are appropriate in order for such provisions to operate in a customary and usual manner for “multiple-currency” syndicated lending agreements to a corporation and certain of its foreign subsidiaries, all with the intention of providing provisions for the Revolving Lenders who are so able and willing to extend credit to such Subsidiaries and for the other Revolving Lenders not to be required to do so. Prior to effecting any such changes, the Administrative Agent shall give all Revolving Lenders at least five Business Days’ notice thereof and an opportunity to comment thereon.
Appears in 1 contract
Additional Borrowers. The obligations of the Lenders to make Loans hereunder to each Designated Subsidiary shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 10.02):
(a) The Parent Borrower may at any time, with the prior consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed), add as its counsel) shall have received (i) either (A) a party to this Agreement any Wholly Owned Subsidiary to be an Additional Borrower. Upon satisfaction counterpart of the conditions specified in Section 5.3Designation Letter of such Designated Subsidiary, such Subsidiary shall for all purposes be a party hereto as an Additional Borrower as fully as if it had executed and delivered this Agreement, and the Borrowers shall be jointly and severally liable for the Obligations (limited to, with respect to any Borrower that is by a Foreign Subsidiary, the Obligations of Foreign Loan Parties). The Administrative Agent shall notify the Revolving Lenders at least five Business Days prior to granting such consent and, if any Revolving Lender notifies the Administrative Agent within five Business Days that it is not permitted by applicable Requirements of Law or any of its organizational policies to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account of, the relevant Subsidiary, shall withhold such consent (which shall not be deemed to have been unreasonably withheld) or shall give such consent only upon effecting changes to the provisions of this Agreement as are contemplated by paragraph (c) of this Section 10.21 that will assure that such Revolving Lender is not required to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account of, such Subsidiary.
(b) So long as the principal of and interest on any Loans made to any Additional Borrower under this Agreement shall have been paid in full and all other obligations duly authorized officer of such Additional Borrower under this Agreement Designated Subsidiary or (other than contingent indemnification obligationsB) shall have been fully performed, the Parent Borrower may, by not less than five Business Days’ prior notice written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of the Designation Letter of such Designated Subsidiary) that such party has signed a counterpart of the Designation Letter of such Designated Subsidiary and (ii) a consent to the addition of such Designated Subsidiary as a Borrower, executed and delivered by a duly authorized officer of each Subsidiary Guarantor.
(b) The Administrative Agent shall promptly notify have received favorable written opinions (addressed to the relevant Administrative Agent and the Lenders thereof)and dated the date of the applicable Designation Letter) of counsel to the applicable Designated Subsidiary, terminate covering such matters relating to such Designated Subsidiary’s status , the applicable Designation Letter, this Agreement or the Transactions as an “Additional Borrower”the Administrative Agent or the Required Lenders shall reasonably request. The applicable Designated Subsidiary hereby requests such counsel to deliver such opinion.
(c) In order to accommodate (i) the addition of a Subsidiary as an Additional Borrower or (ii) extensions of credit to an Additional BorrowerThe Administrative Agent shall have received evidence that all government approvals necessary or, in each casethe discretion of the Administrative Agent, where one or more Revolving Lenders are legally able advisable in connection with the financing contemplated hereby to such Designated Subsidiary and willing to lend Revolving Loans to, the continuing operations of the Company and participate such Designated Subsidiary shall have been obtained and be in Letters of Credit issued for the account of, full force and effect.
(d) The Administrative Agent shall have received such Subsidiary, but other Revolving Lenders are not so able documents and willing, certificates as the Administrative Agent shall be permittedor its counsel may reasonably request relating to the organization, with existence and good standing of such Designated Subsidiary, the consent authorization of the Parent Borrower Transactions and any other legal matters relating to such Designated Subsidiary, the Required Lendersapplicable Designation Letter, to effect such changes to the provisions of this Agreement as it reasonably believes are appropriate in order for such provisions to operate in a customary and usual manner for “multiple-currency” syndicated lending agreements to a corporation and certain of its foreign subsidiariesor the Transactions, all with the intention of providing provisions for the Revolving Lenders who are so able in form and willing substance reasonably satisfactory to extend credit to such Subsidiaries and for the other Revolving Lenders not to be required to do so. Prior to effecting any such changes, the Administrative Agent shall give all Revolving Lenders at least five Business Days’ notice thereof and an opportunity to comment thereonits counsel.
Appears in 1 contract
Sources: Credit Agreement (Claiborne Liz Inc)
Additional Borrowers. Except with respect to any Foreign Subsidiary funded in accordance with Section 6.15(f)(iii), any non-Wholly-Owned Subsidiary or Joint Venture funded in accordance with Section 6.15(f)(v)-(viii), as applicable, or any Immaterial Subsidiary, if the Loan Parties determine to (ai) The Parent form or acquire a new Domestic Subsidiary after the Closing Date and the Administrative Agent notifies the Borrowers that it has determined that such Domestic Subsidiary should become a Borrower may at any time, based on the nature of its business activities rather than a Guarantor in accordance with Section 4.4 or (ii) form or acquire a new Foreign Subsidiary or designate an existing Foreign Subsidiary as a Foreign Subsidiary Borrower for purposes of consummating a Permitted Acquisition that is a Foreign Acquisition in accordance with the terms of this Agreement, the Borrowers shall not form or acquire or designate such Subsidiary and shall cause such Subsidiary not to be so formed or acquired or designated unless such Subsidiary shall (A) agree to be bound by the terms of this Agreement as a “Borrower” or a “Foreign Subsidiary Borrower”, as applicable, pursuant to a joinder agreement in form and substance reasonably satisfactory to the Administrative Agent, (B) comply with the requirements of Article 4, and (C) if requested, deliver to the Administrative Agent such reaffirmation agreements, legal opinions, board resolutions and other closing certificates, documents and agreements together with such amendments and/or supplements to the Collateral Documents as the Administrative Agent shall reasonably request (including, in the case of Mortgages, mortgage amendments and date down endorsements with respect to the applicable title insurance policies) to ensure that such Subsidiary shall be a Borrower and if applicable a Foreign Subsidiary Borrower hereunder subject to the terms of, and as to which the Administrative Agent and the Lenders shall have the benefits intended to be granted under, this Agreement and the other applicable Loan Documents and (D) satisfy such other conditions as the Loan Parties and the Administrative Agent shall agree. Without limiting the foregoing, the Borrowers shall provide the Administrative Agent with as much advance notice and information as reasonably possible prior consent to the formation or designation of a Foreign Subsidiary that is proposed to be a Foreign Subsidiary Borrower to enable the Administrative Agent and the Lenders to determine whether the Administrative Agent and each Lender is able to establish and maintain a borrowing relationship with such Foreign Subsidiary on a secured basis in accordance with this Agreement and the other Loan Documents under all applicable laws, rules or regulations of any applicable Governmental Authority. The Borrowers acknowledge that due to Legal Requirements imposed by such Governmental Authorities applicable to the Administrative Agent or any Lender, the Administrative Agent or any such Lender may be restricted from establishing or maintaining a borrowing relationship with such Foreign Subsidiary, and/or may not be able to establish or maintain such relationship without incurring liability of the type described in Article 8 and Section 10.1 (such Legal Requirements and liability the “Lending Limitations”). In no event shall the Administrative Agent or any Lender be obligated to make, or be deemed a Defaulting Lender for any failure to make, loans or other financial accommodations to such Foreign Subsidiary due to any Lending Limitation imposed upon the Administrative Agent or such Lender without the express written agreement of the Administrative Agent or such Lender. The Borrowers agree to make changes relating to the formation of such Foreign Subsidiary or the structure or consummation of the proposed Foreign Acquisition reasonably requested by the Administrative Agent to facilitate the establishment or maintenance of a borrowing relationship with such Foreign Subsidiary or the making of loans or other financial accommodations to such Foreign Subsidiary on a secured basis in accordance with this Agreement and the other Loan Documents. In connection with the formation or designation of any Foreign Subsidiary Borrower, the Administrative Agent, with the consent of each Lender that is permitted to make loans or other financial accommodations to such Foreign Subsidiary Borrower and no other Lender (such consent not to be unreasonably withheld or delayedif fewer, the Required Lenders), add as a party may make such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent, to comply with or document the laws, rules or regulations of any Wholly Owned applicable Governmental Authority relating to the establishment or maintenance of a borrowing relationship with, or the making of any Loan or other financial accommodation to, any Foreign Subsidiary Borrower. This Section 2.17 shall supersede any provisions of Section 10.11 to be an Additional Borrowerthe contrary other than clauses (i) and (ii) thereof. Upon satisfaction of the conditions specified set forth in this Section 5.32.17(c) and, such Subsidiary shall for all purposes be a party hereto as an Additional Borrower as fully as if it had executed applicable, Sections 2.15 and delivered this Agreement2.18, and confirmation from Lenders with unused Commitments sufficient to fund the Borrowers shall be jointly Loans and severally liable for the Obligations (limited toLetters of Credit requested by such Foreign Subsidiary Borrower, that such Lenders do not have Lending Limitations with respect to any such Foreign Subsidiary Borrower, such Foreign Subsidiary Borrower that is shall be a Foreign Subsidiary, Borrower hereunder and such Lenders shall have commitments to lend to such Borrower in accordance with the Obligations of Foreign Loan Parties). The Administrative Agent shall notify the Revolving Lenders at least five Business Days prior to granting such consent and, if any Revolving Lender notifies the Administrative Agent within five Business Days that it is not permitted by applicable Requirements of Law or any of its organizational policies to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account of, the relevant Subsidiary, shall withhold such consent (which shall not be deemed to have been unreasonably withheld) or shall give such consent only upon effecting changes to the provisions terms of this Agreement as are contemplated by paragraph (c) of this Section 10.21 that will assure that such Revolving Lender is not required to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account of, such SubsidiaryAgreement.
(b) So long as the principal of and interest on any Loans made to any Additional Borrower under this Agreement shall have been paid in full and all other obligations of such Additional Borrower under this Agreement (other than contingent indemnification obligations) shall have been fully performed, the Parent Borrower may, by not less than five Business Days’ prior notice to the Administrative Agent (which shall promptly notify the relevant Lenders thereof), terminate such Subsidiary’s status as an “Additional Borrower”.
(c) In order to accommodate (i) the addition of a Subsidiary as an Additional Borrower or (ii) extensions of credit to an Additional Borrower, in each case, where one or more Revolving Lenders are legally able and willing to lend Revolving Loans to, and participate in Letters of Credit issued for the account of, such Subsidiary, but other Revolving Lenders are not so able and willing, the Administrative Agent shall be permitted, with the consent of the Parent Borrower and the Required Lenders, to effect such changes to the provisions of this Agreement as it reasonably believes are appropriate in order for such provisions to operate in a customary and usual manner for “multiple-currency” syndicated lending agreements to a corporation and certain of its foreign subsidiaries, all with the intention of providing provisions for the Revolving Lenders who are so able and willing to extend credit to such Subsidiaries and for the other Revolving Lenders not to be required to do so. Prior to effecting any such changes, the Administrative Agent shall give all Revolving Lenders at least five Business Days’ notice thereof and an opportunity to comment thereon.
Appears in 1 contract
Additional Borrowers. (a) The Parent may request that any of its Foreign Subsidiaries (each, an “Applicant Foreign Borrower”) be designated a Foreign Borrower may at any time, with under the prior consent Revolving Credit Facility by delivery of a written request to the Administrative Agent therefor. The Administrative Agent will promptly notify the Revolving Credit Lenders of any such request. Designation of any Applicant Foreign Borrower as a Foreign Borrower under the Revolving Credit Facility is subject to (i) delivery of an executed Note by such Applicant Foreign Borrower as may be requested by any Revolving Credit Lender in connection therewith, (ii) delivery of supporting resolutions, articles of incorporation and bylaws (or their equivalents), incumbency certificates, opinions of counsel and such other items as the Administrative Agent or the Revolving Credit Lenders, as applicable, may request (including all documentation and other information requested in order to comply with applicable law, including without limitation “know your customer” and anti-money laundering rules and regulations, including without limitation the USA PATRIOT Act and, to the extent required by 31 C.F.R. § 1010.230, a certification of the Borrower regarding beneficial ownership), (iii) delivery of an executed Foreign Borrower Joinder Agreement, (iv) consent from each Revolving Credit Lender (such consent not to be unreasonably withheld withheld, conditioned, delayed or delayed), add as a party denied) and (v) to the extent deemed necessary by the Administrative Agent and the Parent execution of an amendment to this Agreement any Wholly Owned Subsidiary to incorporate country specific and other items reasonably necessary to include such Applicant Foreign Borrower, such amendment to be an Additional Borrower. Upon satisfaction of reasonably acceptable to the conditions specified in Section 5.3Administrative Agent, such Subsidiary shall for all purposes be a party hereto as an Additional Borrower as fully as if it had executed and delivered this Agreement, the Revolving Credit Lenders and the Borrowers shall be jointly and severally liable for the Obligations (limited to, with respect to any Borrower that is a Foreign Subsidiary, the Obligations of Foreign Loan Parties)Borrowers. The Administrative Agent shall notify the Each Revolving Lenders at least five Business Days prior to granting such consent and, if any Revolving Credit Lender notifies the Administrative Agent within five Business Days that it is not permitted by applicable Requirements of Law or any of its organizational policies to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account of, the relevant Subsidiary, shall withhold such consent (which shall not be deemed to have been unreasonably withheld) or shall give such consent only upon effecting changes to the provisions of this Agreement as are contemplated by paragraph (c) of this Section 10.21 that will assure that such Revolving Lender is not required to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account of, such Subsidiary.
(b) So long as the principal of and interest on any Loans made to any Additional Borrower under this Agreement shall have been paid in full and all other obligations of such Additional Borrower under this Agreement (other than contingent indemnification obligations) shall have been fully performed, the Parent Borrower mayshall, by not less than five Business Days’ prior notice to the Administrative Agent given not later than the date that is five (5) Business Days from the date which shall promptly notify the relevant Lenders thereof), terminate such Subsidiary’s status as an “Additional Borrower”.
(c) In order to accommodate (i) the addition of a Subsidiary as an Additional Borrower or (ii) extensions of credit to an Additional Borrower, in each case, where one or more Revolving Lenders are legally able and willing to lend Revolving Loans to, and participate in Letters of Credit issued for the account of, such Subsidiary, but other Revolving Lenders are not so able and willing, Lender received notice from the Administrative Agent shall be permitted, with the consent of the Parent Parent’s request to designate an Applicant Foreign Borrower and the Required Lendersas a Foreign Borrower, to effect such changes to the provisions of this Agreement as it reasonably believes are appropriate in order for such provisions to operate in a customary and usual manner for “multiple-currency” syndicated lending agreements to a corporation and certain of its foreign subsidiaries, all with the intention of providing provisions for the Revolving Lenders who are so able and willing to extend credit to such Subsidiaries and for the other Revolving Lenders not to be required to do so. Prior to effecting any such changes, advise the Administrative Agent whether or not such Revolving Credit Lender consents to such designation pursuant to Section 2.19(iv). Any Revolving Credit Lender that determines not to consent to the designation of such Applicant Foreign Borrower as a Foreign Borrower shall give all notify the Administrative Agent of such fact promptly after such determination and any Revolving Lenders at least five Credit Lender not responding within such fifteen (15) Business Days’ notice thereof and an opportunity Day period shall be deemed to comment thereonhave determined not to so consent.
Appears in 1 contract
Additional Borrowers. (a) The Parent Borrower may at designate any time, with the prior consent of wholly-owned Subsidiary as a Borrower under any Revolving Commitments or any Incremental Facility (an “Additional Borrower”); provided that the Administrative Agent shall be reasonably satisfied that, with respect to any such Subsidiary which is not a Domestic Subsidiary, the applicable Lenders to such Additional Borrower may make loans and other extensions of credit to such Subsidiary in such person’s jurisdiction of organization in compliance with applicable laws and regulations, without being required or qualified to do business in such jurisdiction and without being subject to any unreimbursed or unindemnified Taxes or other expense. Such wholly-owned Subsidiary shall become an Additional Borrower and a party to this Agreement, and all references to the “Borrowers” and “Subsidiary Borrowers” shall also include such Additional Borrower, as applicable, upon (such consent not to be unreasonably withheld or delayed), add as a) the applicable Additional Borrower becoming a party to this Agreement any Wholly Owned Subsidiary by delivering to be the Administrative Agent an Additional Borrower. Upon satisfaction executed counterpart to a Foreign Security Agreement and an executed counterpart to a joinder agreement in form and substance reasonably acceptable to the Administrative Agent to each of the conditions specified in Section 5.3, such Subsidiary shall for all purposes be a party hereto as an Additional Borrower as fully as if it had executed and delivered this Agreement, Agreement and the Borrowers Guaranty Agreement (it being agreed that the Lenders hereby authorize the Administrative Agent to execute and deliver any such joinder agreement), (b) the Administrative Agent shall be jointly have received documents, certificates and severally liable for the Obligations (limited to, other deliverables with respect to any the applicable Additional Borrower that is a Foreign Subsidiaryconsistent in scope with such items delivered pursuant to Sections 4.01(b), the Obligations of Foreign Loan Parties). The Administrative Agent shall notify the Revolving Lenders at least five Business Days prior to granting such consent and, if any Revolving Lender notifies the Administrative Agent within five Business Days that it is not permitted by applicable Requirements of Law or any of its organizational policies to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account of, the relevant Subsidiary, shall withhold such consent (which shall not be deemed to have been unreasonably withheld) or shall give such consent only upon effecting changes to the provisions of this Agreement as are contemplated by paragraph (c) (or (d) in the case of this Section 10.21 that will assure that such Revolving Lender is not required Dutch Subsidiary Borrowers) and (e), as applicable, on the Effective Date with respect to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account of, such Subsidiary.
other Loan Parties and (bc) So long as the principal of and interest on any Loans made to any Additional Borrower under this Agreement shall have been paid in full and all other obligations of such Additional Borrower under this Agreement Lenders being provided with ten (other than contingent indemnification obligations10) shall have been fully performed, the Parent Borrower may, by not less than five Business Days’ prior notice to the Administrative Agent (which shall promptly notify the relevant Lenders thereof), terminate or such Subsidiary’s status shorter period of time as an “Additional Borrower”.
(c) In order to accommodate (i) the addition of a Subsidiary as an Additional Borrower or (ii) extensions of credit to an Additional Borrower, in each case, where one or more Revolving Lenders are legally able and willing to lend Revolving Loans to, and participate in Letters of Credit issued for the account of, such Subsidiary, but other Revolving Lenders are not so able and willing, the Administrative Agent shall reasonably agree) of any Additional Borrower being added pursuant to this Section 10.20. This Agreement may be permittedamended as necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Parent Borrower to effect the provisions of or be consistent with this Section 10.20. Notwithstanding any other provision of this Agreement to the contrary (including Section 10.02), any such deemed amendment may be memorialized in writing by the Administrative Agent with the Parent Borrower’s consent, but without the consent of the Parent Borrower and the Required any other Lenders, to effect such changes and furnished to the provisions of this Agreement as it reasonably believes are appropriate in order for such provisions to operate in a customary and usual manner for “multiple-currency” syndicated lending agreements to a corporation and certain of its foreign subsidiaries, all with the intention of providing provisions for the Revolving Lenders who are so able and willing to extend credit to such Subsidiaries and for the other Revolving Lenders not to be required to do so. Prior to effecting any such changes, the Administrative Agent shall give all Revolving Lenders at least five Business Days’ notice thereof and an opportunity to comment thereonparties hereto.
Appears in 1 contract
Additional Borrowers. (a) The Parent Borrower may at any timeIf after the Closing Date, with the prior consent a Subsidiary of the Administrative Agent Operating Partnership desires to become a Borrower hereunder (such consent not including pursuant to be unreasonably withheld or delayedSection 5.01(j), add as a party to this Agreement any Wholly Owned Subsidiary to be an Additional Borrower. Upon satisfaction of the conditions specified in Section 5.3), such Subsidiary shall for all purposes be a party hereto as an Additional Borrower as fully as if it had executed and delivered this Agreement, and the Borrowers shall be jointly and severally liable for the Obligations shall: (limited to, with respect to any Borrower that is a Foreign Subsidiary, the Obligations of Foreign Loan Parties). The Administrative Agent shall notify the Revolving Lenders i) provide at least five Business Days prior to granting such consent and, if any Revolving Lender notifies the Administrative Agent within five Business Days that it is not permitted by applicable Requirements of Law or any of its organizational policies to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account of, the relevant Subsidiary, shall withhold such consent (which shall not be deemed to have been unreasonably withheld) or shall give such consent only upon effecting changes to the provisions of this Agreement as are contemplated by paragraph (c) of this Section 10.21 that will assure that such Revolving Lender is not required to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account of, such Subsidiary.
(b) So long as the principal of and interest on any Loans made to any Additional Borrower under this Agreement shall have been paid in full and all other obligations of such Additional Borrower under this Agreement (other than contingent indemnification obligations) shall have been fully performed, the Parent Borrower may, by not less than five Business Days’ prior notice to the Administrative Agent; (ii) duly execute and deliver to the Administrative Agent a Borrower Accession Agreement; (iii) satisfy all of the conditions with respect thereto set forth in this Section 5.01(p) in form and substance reasonably satisfactory to the Administrative Agent; (iv) satisfy the “know your customer” requirements of the Administrative Agent and each relevant Lender, (v) deliver a Beneficial Ownership Certification, if applicable, with respect to such Additional Borrower, and (vi) obtain the consent of each Lender, which shall promptly notify may be given or withheld in such Lender’s sole discretion, that such Additional Borrower is acceptable as a Borrower under the relevant Lenders thereof), terminate Loan Documents. Each such Subsidiary’s status addition as an “Additional Borrower”.
a Borrower shall also be conditioned upon the Administrative Agent having received (cx) In order to accommodate a certificate signed by a duly authorized officer or director of such Subsidiary, dated the date of such Borrower Accession Agreement certifying that: (i1) the addition representations and warranties contained in each Loan Document are true and correct in all material respects (unless qualified as to materiality or Material Adverse Effect, in which case such representations and warranties shall be true and correct in all respects) on and as of a such date, before and immediately after giving effect to such Subsidiary as becoming an Additional Borrower and as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects or all respects, as applicable, on and as of such earlier date) and (ii2) extensions no Default or Event of credit to Default has occurred and is continuing as of such date or would occur as a result of such Subsidiary becoming an Additional Borrower, (y) all of the documents set forth in each caseSections 3.01(a)(iii), where one or more Revolving Lenders are legally able (iv), (v), (vi), (vii), (ix) with respect to such Subsidiary and willing (z) a corporate formalities legal opinion relating to lend Revolving Loans tosuch Subsidiary from counsel reasonably acceptable to the Administrative Agent, all in form and participate in Letters of Credit issued for substance reasonably satisfactory to the account ofAdministrative Agent. Upon such Subsidiary’s addition as an Additional Borrower, such Subsidiary, but other Revolving Lenders are not so able and willing, the Subsidiary shall be deemed to be a Borrower hereunder. The Administrative Agent shall be permittedpromptly notify each applicable Lender upon each Additional Borrower’s addition as a Borrower hereunder and shall, upon request by any Lender, provide such Lender with the consent a copy of the Parent executed Borrower and the Required Lenders, to effect such changes Accession Agreement. With respect to the provisions accession of this any Additional Borrower, such Additional Borrower shall be responsible for making a determination as to whether it is capable of making payments to each Lender without the incurrence of withholding taxes, provided that each such Lender shall provide such properly completed and executed documentation described in Digital Realty – Second Amended and Restated Yen Credit Agreement as it reasonably believes are appropriate in order for such provisions to operate in a customary and usual manner for “multiple-currency” syndicated lending agreements to a corporation and certain of its foreign subsidiaries, all with the intention of providing provisions for the Revolving Lenders who are so able and willing to extend credit to such Subsidiaries and for the other Revolving Lenders not to be required to do so. Prior to effecting any such changes, the Administrative Agent shall give all Revolving Lenders at least five Business Days’ notice thereof and an opportunity to comment thereon.
Appears in 1 contract
Additional Borrowers. (a) The Parent Borrower may at any time, with In the prior consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed), add as a party to this Agreement any Wholly Owned Subsidiary to be an Additional Borrower. Upon satisfaction of the conditions specified in Section 5.3, such Subsidiary shall for all purposes be a party hereto as an Additional Borrower as fully as if it had executed and delivered this Agreement, and the Borrowers shall be jointly and severally liable for the Obligations (limited to, with respect to any Borrower that is a Foreign Subsidiary, the Obligations of Foreign Loan Parties). The Administrative Agent shall notify the Revolving Lenders at least five Business Days prior to granting such consent and, if any Revolving Lender notifies the Administrative Agent within five Business Days that it is not permitted by applicable Requirements of Law or any of its organizational policies to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account of, the relevant Subsidiary, shall withhold such consent (which shall not be deemed to have been unreasonably withheld) or shall give such consent only upon effecting changes to the provisions of this Agreement as are contemplated by paragraph (c) of this Section 10.21 that will assure that such Revolving Lender is not required to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account of, such Subsidiary.
(b) So long as the principal of and interest on any Loans made to any Additional Borrower under this Agreement shall have been paid in full and all other obligations of such Additional Borrower under this Agreement (other than contingent indemnification obligations) shall have been fully performed, the Parent Borrower may, by not less than five Business Days’ prior notice to the Administrative Agent (which shall promptly notify the relevant Lenders thereof), terminate such Subsidiary’s status as an “Additional Borrower”.
(c) In order to accommodate event (i) the aggregate amount of all advances to, investments in or commitments to any Non-Borrower Affiliate by Borrowers, after the date hereof, exceeds at any time $200,000, in addition of a Subsidiary as an Additional to the amounts set forth for the Non-Borrower or Affiliates in Schedule 5.6, but excluding accrued management fees owing to Borrowers from such Non-Borrower Affiliates, (ii) extensions any Non-Borrower Affiliate identified in Schedule 5.2 ceases to meet the criteria for an "Inactive Subsidiary", (iii) any Borrower becomes a majority shareholder or a general partner of credit any Non-Borrower Affiliate now or hereafter existing, or (iv) any Borrower or Borrowers, taken as a whole, obtain a majority of the partnership or other ownership interests of any Non-Borrower Affiliate, Borrowers shall cause such Non-Borrower Affiliate to an Additional Borrowerbecome a Borrower hereunder or enter into such other agreement or arrangement with Banks concerning such Non-Borrower Affiliate as may be acceptable to the Requisite Bank in its sole discretion. In order to add a Non-Borrower Affiliate as a Borrower hereunder, in each casethe Borrowers shall deliver to Agent and Banks
(a) the agreement of such Non-Borrower Affiliate to be added as a Borrower hereunder and to be bound by the terms hereof, where one (b) the agreement of the owners of all capital stock or more Revolving Lenders are legally able other ownership interests, as applicable, of such new Borrower to become a party to the Pledge Agreement, (c) the certificates and willing other documents required to lend Revolving Loans be delivered pursuant to the terms of the Pledge Agreement, and (d) such other documents as the Requisite Banks may reasonably require. Schedule 5.6 attached hereto sets forth as of the date hereof the amount of all advances to, and participate investments in Letters of Credit issued for the account of, such Subsidiary, but other Revolving Lenders are not so able and willingor commitments to any Non-Borrower Affiliate by Borrowers, the Administrative Agent shall be permittedpercentage ownership of each Borrower in any Non-Borrower Affiliate, with the consent and Borrowers which are general partners of the Parent any Non-Borrower and the Required Lenders, to effect such changes to the provisions of this Agreement as it reasonably believes are appropriate in order for such provisions to operate in a customary and usual manner for “multiple-currency” syndicated lending agreements to a corporation and certain of its foreign subsidiaries, all with the intention of providing provisions for the Revolving Lenders who are so able and willing to extend credit to such Subsidiaries and for the other Revolving Lenders not to be required to do so. Prior to effecting any such changes, the Administrative Agent shall give all Revolving Lenders at least five Business Days’ notice thereof and an opportunity to comment thereonAffiliate.
Appears in 1 contract
Sources: Loan Agreement (Sports Club Co Inc)
Additional Borrowers. (a) The Parent Borrower GBT may at any time, with the prior consent of upon (a) not less than ten (10) Business Days’ notice to the Administrative Agent for distribution to the Revolving Credit Lenders and (b) receipt by the Administrative Agent of an Additional Borrower Joinder, designate any Subsidiary of GBT (other than a Parent Entity) that is a Loan Party as a Borrower under the Revolving Credit Facility (an “Additional Borrower”); provided that such consent not Additional Borrower (i) is incorporated, formed or organized in the Netherlands or under the laws of the United States, any state thereof or the District of Columbia, or (ii) is incorporated or formed in such other jurisdiction which shall be reasonably acceptable to be unreasonably withheld or delayedthe Administrative Agent, each of the Revolving Credit Lenders and L/C Issuers and the Swing Line Lender (in each case, in their sole discretion). On the date that is ten (10) Business Days following receipt by the Administrative Agent and the Revolving Credit Lenders of such notice, add as such Loan Party shall become an Additional Borrower and a party to this Agreement and all references to the “Borrowers” shall also include such Additional Borrower, as applicable; provided that, (i) the Administrative Agent and each Revolving Credit Lenders shall have received (x) documentation consistent in scope with the documentation delivered, as applicable, in respect of the Initial Borrower on the Restatement Date and (y) a certificate from the Initial Borrower and such Additional Borrower certifying that as of the date of such joinder, the conditions set forth in Sections 4.02(a) and (b) shall have been met as if a Borrowing were to occur on such date and (ii) solely in the case of clause (ii) above, the Administrative Agent shall not have received written notice from any Wholly Owned Subsidiary Revolving Credit Lender, L/C Issuer or the Swing Line Lender of its objection to such Additional Borrower (it being understood that any Revolving Credit Lende▇’▇ failure to respond to such notice shall be deemed to constitute the objection of such Revolving Credit Lender to the jurisdiction of such proposed Additional Borrower under clause (ii)). In connection with the joinder of an Additional Borrower. Upon satisfaction , this Agreement may be amended as necessary or appropriate, in the reasonable opinion of the conditions specified in Section 5.3, such Subsidiary shall for all purposes be a party hereto as an Additional Borrower as fully as if it had executed and delivered this Agreement, Administrative Agent and the Borrowers shall Initial Borrower to effect the provisions of or be jointly and severally liable for consistent with this Section 10.25. Notwithstanding any other provision of this Agreement to the Obligations contrary (limited toincluding Section 10.01), any such deemed amendment may be memorialized in writing by the Administrative Agent with the Initial Borrower’s consent, but without the consent of any Lender (other than with respect to any Borrower that is a Foreign Subsidiaryeach Revolving Credit Lender’s, each L/C Issuer’s and the Obligations Swing Line Lender’s approval of Foreign Loan Parties). The Administrative Agent shall notify the Revolving Lenders at least five Business Days prior to granting such consent and, if any Revolving Lender notifies the Administrative Agent within five Business Days that it is not permitted by applicable Requirements an Additional Borrower’s jurisdiction of Law incorporation or any of its organizational policies to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account of, the relevant Subsidiary, shall withhold such consent (which shall not be deemed to have been unreasonably withheld) or shall give such consent only upon effecting changes formation to the provisions of this Agreement as are contemplated by paragraph (cextent set forth above) of this Section 10.21 that will assure that such Revolving Lender is not required and furnished to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account of, such Subsidiaryother parties hereto.
(b) So long as Each of the Additional Borrowers shall be severally liable for its liabilities and obligations under this Agreement, and no Additional Borrower shall be liable for any Borrowing or any other obligation of any other Borrower under this Agreement. Each Additional Borrower shall be severally liable for all payments of the principal of and interest on Loans to such Additional Borrower, and any other amounts due hereunder that are specifically allocable to such Additional Borrower or the Loans to such Additional Borrower. Notwithstanding the foregoing, nothing in this clause (b) shall impact any Borrower’s Obligations in its capacity as a Guarantor under the Loan Documents.
(c) Each Additional Borrower hereby irrevocably appoints the Initial Borrower as its agent for all purposes relevant to this Agreement and each of the other Loan Documents, including (i) the giving and receipt of notices, (ii) the execution and delivery of all documents, instruments and certificates contemplated herein and all modifications hereto, and (iii) the receipt of the proceeds of any Loans made by the Lenders to any such Additional Borrower hereunder. Any acknowledgment, consent, direction, certification or other action which might otherwise be valid or effective only if given or taken by all Borrowers, or by each Borrower acting singly, shall be valid and effective if given or taken only by Initial Borrower, whether or not any such other Borrower joins therein. Any notice, demand, consent, acknowledgement, direction, certification or other communication delivered to the Initial Borrower in accordance with the terms of this Agreement shall be deemed to have been delivered to each Additional Borrower.
(d) GBT may from time to time, upon not less than fifteen (15) Business Days’ notice from GBT to the Administrative Agent (or such shorter period as may be agreed by the Administrative Agent in its sole discretion), terminate an Additional Borrower’s status as such; provided that (i) any Loans made to any such Additional Borrower under this Agreement shall have been paid repaid in full and all full, (ii) any other obligations of amounts owing by such Additional Borrower under this Agreement (and the other than contingent indemnification obligations) Loan Documents shall have been fully performed, the Parent Borrower may, by not less than five Business Days’ prior notice to the Administrative Agent repaid in full and (which shall promptly notify the relevant Lenders thereof), terminate such Subsidiary’s status as an “Additional Borrower”.
(c) In order to accommodate (iiii) the addition then undrawn and unexpired amount of a Subsidiary as an Additional Borrower or (ii) extensions of credit to an Additional Borrower, in each case, where one or more Revolving Lenders are legally able and willing to lend Revolving Loans to, and participate in any Letters of Credit issued for the account ofof such Additional Borrower (calculated, in the case of Letters of Credit denominated in Alternative Currencies, at the Dollar Equivalent thereof on the date of removal) shall have been Cash Collateralized (it being agreed that any such Subsidiary, but repayment shall be in accordance with the other Revolving Lenders are not so able and willingterms of this Agreement) (it being understood that in the event any Additional Borrower shall cease to be a Subsidiary of GBT, the GBT shall remove such Additional Borrower as an Additional Borrower hereunder in accordance with the terms of this clause (d)). The Administrative Agent shall be permitted, with the consent of the Parent Borrower and the Required Lenders, to effect such changes to the provisions of this Agreement as it reasonably believes are appropriate in order for such provisions to operate in a customary and usual manner for “multiple-currency” syndicated lending agreements to a corporation and certain of its foreign subsidiaries, all with the intention of providing provisions for will promptly notify the Revolving Credit Lenders who are so able and willing to extend credit to such Subsidiaries and for the other Revolving Lenders not to be required to do so. Prior to effecting of any such changes, the Administrative Agent shall give all Revolving Lenders at least five Business Days’ notice thereof and termination of an opportunity to comment thereonAdditional Borrower’s status.
Appears in 1 contract
Sources: Credit Agreement (Global Business Travel Group, Inc.)
Additional Borrowers. (a) The Parent Borrower may at any time, with the prior consent Any Subsidiary of the Administrative Company shall have the right to become a "Borrower" hereunder, and to borrow hereunder subject to the terms and conditions hereof applicable to a Borrower and to the following additional conditions:
(i) the Company shall deliver a notice in substantially the form of Exhibit I hereto (a "Notice of Additional Borrower") signed by such Subsidiary and countersigned by Grace New York and the Company to the Agent (and the Banks stating that such consent not Subsidiary desires to become a "Borrower" under this Agreement and agrees to be unreasonably withheld or delayed), add as a party bound by the terms hereof. From the time of receipt of such Notice of Additional Borrower by the Agent and the Banks and subject to this Agreement any Wholly Owned Subsidiary to be an the satisfaction of each condition precedent contained in such Notice of Additional Borrower. Upon satisfaction of the conditions specified in Section 5.3, such Subsidiary shall for all purposes be a party hereto as an "Borrower" hereunder with all of the rights and obligations of a Borrower hereunder; provided, however, that the Company may revoke a Notice of Additional Borrower as fully as if it had executed and delivered this Agreement, and the Borrowers shall be jointly and severally liable for the Obligations (limited to, with respect to any Subsidiary (other than the Company) upon five Business Days' written notice to the Agent, so long as such Borrower that has no Obligations outstanding. No Notice of Additional Borrower relating to a Subsidiary may be revoked as to amounts owed by such Subsidiary to the Banks under this Agreement or any Notes or when an irrevocable notice pursuant to subsection 2.3, or a notice of acceptance pursuant to subsection 3.1 or 4.2, has been given by such Subsidiary as a Borrower and is effective;
(ii) if such Subsidiary is a Foreign Subsidiary, if reasonably requested by the Obligations Majority Banks, such Notice of Foreign Loan Parties). The Administrative Agent Additional Borrower shall notify the Revolving Lenders at least five Business Days prior to granting be accompanied by an opinion of counsel for such consent and, if any Revolving Lender notifies the Administrative Agent within five Business Days that it is not permitted by applicable Requirements of Law or any of its organizational policies to make Revolving Loans to, or participate Subsidiary as specified in Letters of Credit or Swingline Loans for the account of, the relevant Subsidiary, shall withhold such consent (which shall not be deemed to have been unreasonably withheld) or shall give such consent only upon effecting changes to the provisions of this Agreement as are contemplated by paragraph (c4(a)(ii) of this Section 10.21 that will assure that such Revolving Lender is not required to make Revolving Loans to, or participate in Letters Notice of Credit or Swingline Loans for the account of, such Subsidiary.Additional Borrower;
(biii) So long as and the principal other conditions set forth in such Notice of and interest on any Loans made to any Additional Borrower under this Agreement shall have been paid in full satisfied (including the representations and all other obligations warranties contained therein being true and correct as of such Additional Borrower under this Agreement (other than contingent indemnification obligations) shall have been fully performed, the Parent Borrower may, by not less than five Business Days’ prior notice to the Administrative Agent (which shall promptly notify the relevant Lenders date thereof), terminate such Subsidiary’s status as an “Additional Borrower”.
(c) In order to accommodate (i) the addition of a Subsidiary as an Additional Borrower or (ii) extensions of credit to an Additional Borrower, in each case, where one or more Revolving Lenders are legally able and willing to lend Revolving Loans to, and participate in Letters of Credit issued for the account of, such Subsidiary, but other Revolving Lenders are not so able and willing, the Administrative Agent shall be permitted, with the consent of the Parent Borrower and the Required Lenders, to effect such changes to the provisions of this Agreement as it reasonably believes are appropriate in order for such provisions to operate in a customary and usual manner for “multiple-currency” syndicated lending agreements to a corporation and certain of its foreign subsidiaries, all with the intention of providing provisions for the Revolving Lenders who are so able and willing to extend credit to such Subsidiaries and for the other Revolving Lenders not to be required to do so. Prior to effecting any such changes, the Administrative Agent shall give all Revolving Lenders at least five Business Days’ notice thereof and an opportunity to comment thereon.
Appears in 1 contract
Additional Borrowers. (a) The Parent At any time and from time-to-time after the Restatement Effective Date, the U.S. Borrower may at any time, with the prior consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed), add as a party to this Agreement any Wholly Owned Subsidiary to be an Additional Borrower. Upon satisfaction of the conditions specified in Section 5.3, such Subsidiary shall for all purposes be a party hereto as an Additional Borrower as fully as if it had executed and delivered this Agreement, and the Borrowers shall be jointly and severally liable for the Obligations (limited to, with respect to any Borrower request that is a Foreign Subsidiary, the Obligations of Foreign Loan Parties). The Administrative Agent shall notify the Revolving Lenders at least five Business Days prior to granting such consent and, if any Revolving Lender notifies the Administrative Agent within five Business Days that it is not permitted by applicable Requirements of Law or any of its organizational policies to make Revolving Loans to, Subsidiaries (other than an Exempt CFC or participate in Letters a direct or indirect Subsidiary of Credit or Swingline Loans for the account of, the relevant Subsidiary, shall withhold such consent (which shall not be deemed to have been unreasonably withheldan Exempt CFC) or shall give such consent only upon effecting changes to the provisions of this Agreement as are contemplated by paragraph (c) of this Section 10.21 that will assure that such Revolving Lender is not required to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account of, such Subsidiary.
(b) So long as the principal of and interest on any Loans made to any Additional Borrower under this Agreement shall have been paid in full and all other obligations of such Additional Borrower become a borrower under this Agreement (other than contingent indemnification obligations) shall have been fully performed, the Parent Borrower may, by not less than five Business Days’ prior notice each Subsidiary which becomes a borrower pursuant to the Administrative Agent (which shall promptly notify the relevant Lenders thereof)terms of this Section 11.19, terminate such Subsidiary’s status as an “Additional Borrower”.
). Such Subsidiary shall become an Additional Borrower with effect on and from the date on which the Administrative Agent notifies the U.S. Borrower that each of the following has been satisfied (which date shall be within ten (10) Business Days after each Lender has received the documents referred to in Section 11.19(e): (a) the Administrative Agent receives a duly completed and executed Joinder Agreement, substantially in the form of Exhibit U; (b) each Lender has approved of such Additional Borrower; (c) In order to accommodate (i) the addition U.S. Borrower confirms that no Default or Event of Default is continuing or would occur as a result of that Subsidiary as becoming an Additional Borrower and each of the representations and warranties relating to the Additional Borrower and the Loan Parties (other than the representations and warranties set forth in 5.1, 5.4, 5.6, 5.7, 5.17 and 5.20) is true and not misleading in any material respect (except that any representation and warranty that is qualified by “materiality” or (ii“Material Adverse Effect” shall be true and correct in all respects as so qualified) extensions as if made on date of credit to an accession of Additional Borrower; (d) the Subsidiary is incorporated, organized or formed in each casethe United States of America, where one Canada or more Revolving Lenders are legally able and willing to lend Revolving Loans to, and participate in Letters of Credit issued for another jurisdiction approved by the account of, such Subsidiary, but other Revolving Lenders are not so able and willing, Supermajority Lenders; (e) the Administrative Agent shall be permitted, with the consent has received all of the Parent Borrower documents and the Required Lenders, other evidence referred to effect such changes to the provisions of this Agreement as it reasonably believes are appropriate in order for such provisions to operate in a customary Section 6.1(b) and usual manner for “multiple-currency” syndicated lending agreements to a corporation and certain of its foreign subsidiaries, all with the intention of providing provisions for the Revolving Lenders who are so able and willing to extend credit to such Subsidiaries and for the other Revolving Lenders not to be required to do so. Prior to effecting any such changes, the Administrative Agent shall give all Revolving Lenders at least five Business Days’ notice thereof and an opportunity to comment thereon.Sections 6.1(d) through 6.1
Appears in 1 contract
Additional Borrowers. (ai) The Parent Borrower may at any time, with the prior consent of the Administrative Agent (such consent not Subject to be unreasonably withheld or delayedSection 10.21(b)(ii), add as a party to this Agreement any Wholly Owned Subsidiary to be an Additional Borrower. Upon satisfaction of the conditions specified in Section 5.3, such Subsidiary shall for all purposes be a party hereto as an Additional Initial Borrower as fully as if it had executed and delivered this Agreement, and the Borrowers shall be jointly and severally liable for the Obligations (limited to, with respect to any Borrower that is a Foreign Subsidiary, the Obligations of Foreign Loan Parties). The Administrative Agent shall notify the Revolving Lenders at least five Business Days prior to granting such consent and, if any Revolving Lender notifies the Administrative Agent within five Business Days that it is not permitted by applicable Requirements of Law or any of its organizational policies to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account of, the relevant Subsidiary, shall withhold such consent (which shall not be deemed to have been unreasonably withheld) or shall give such consent only upon effecting changes to the provisions of this Agreement as are contemplated by paragraph (c) of this Section 10.21 that will assure that such Revolving Lender is not required to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account of, such Subsidiary.
(b) So long as the principal of and interest on any Loans made to any Additional Borrower under this Agreement shall have been paid in full and all other obligations of such Additional Borrower under this Agreement (other than contingent indemnification obligations) shall have been fully performed, the Permitted Affiliate Parent Borrower may, by upon not less than five Business Days’ prior written notice to the Administrative Agent (which Agent, request that any Permitted Affiliate Parent, any Affiliate Subsidiary or any Wholly Owned Subsidiary that is a member of the Restricted Group becomes an Additional Borrower under this Agreement; provided that no such prior written notice shall promptly notify the relevant Lenders thereof), terminate such Subsidiary’s status as be required in connection with an “Additional Borrower”.
(c) In order to accommodate (i) the addition accession of a Subsidiary any Person as an Additional Borrower or pursuant to the proviso of Section 10.21(b)(ii).
(ii) extensions Any such Person referred to in Section 10.21(b)(i) may become an Additional Borrower with respect to a Facility if:
(A) it is incorporated, registered or organized under the laws of credit an Approved Jurisdiction or the Required Lenders under such Facility have approved the addition of that Person as an Additional Borrower;
(B) such Person and the Initial Borrower deliver to the Administrative Agent a duly completed and executed joinder agreement in form and substance reasonably satisfactory to the Administrative Agent pursuant to which such Person agrees to become a party to this Agreement as an Additional Borrower;
(C) the Initial Borrower confirms that no Event of Default is continuing or would occur as a result of that Person becoming an Additional Borrower;
(D) the Administrative Agent (for and on behalf of the Lenders) shall have received, at least three Business Days prior to the date of accession of such Person as an Additional Borrower, in all documentation and other information about such Person required under applicable “know your customer” and anti-money laundering rules and regulations, including under the Beneficial Ownership Regulations (such information to include, for the avoidance of doubt, a Beneficial Ownership Certification for each case, where one or more Revolving Lenders are legally able entity that qualifies as a “legal entity customer” thereunder) and willing to lend Revolving Loans tothe USA Patriot Act, and participate in Letters of Credit issued for the account ofsatisfactory to each Finance 147 95007600_2 Party (acting reasonably), such Subsidiary, but other Revolving Lenders are not so able and willing, that has been requested by the Administrative Agent (for itself or on behalf of any Lender) or any Lender (through the Administrative Agent and for itself) in writing at least ten days prior to the date of accession of such Person as an Additional Borrower;
(E) the Administrative Agent has received all of the documents and other evidence listed in Schedule 10.21 in relation to that Person, each in form and substance reasonably satisfactory to the Administrative Agent; and
(F) such Person shall be permittedhave entered into all documentation required for it (i) to accede to (A) this Agreement as an Additional Borrower and (B) to the extent required by any Intercreditor Agreement, such Intercreditor Agreement as a “debtor” (or other relevant capacity) and/or (ii) to have acknowledged any Intercreditor Agreement in the manner contemplated thereby; provided that, in connection with the designation of any Person as a Permitted Affiliate Parent or an Affiliate Subsidiary in connection with the Acquisition, such Person may become an Additional Borrower with respect to a Facility if:
(1) it is incorporated, registered or organized under the laws of an Approved Jurisdiction or the Required Lenders under such Facility have approved the addition of that Person as an Additional Borrower;
(2) such Person and the Initial Borrower deliver to the Administrative Agent a duly completed and executed joinder agreement pursuant to which such Person agrees to become a party to this Agreement as an Additional Borrower;
(3) the Administrative Agent has received: (i) certified Organization Documents of such Person, and certification of resolutions or other action and incumbency certificates of a Responsible Officer of such Person evidencing the identity, authority and capacity of each such Responsible Officer thereof to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Person will become a party; (ii) to the extent required under the Organization Documents of such Person or applicable Law, the consent of the Parent equity holder(s), Board of Directors or other appropriate corporate governing body of such Person to the execution and delivery, and performance by such Person, of the Loan Documents to which it is a party; and (iii) a legal opinion as to organization, authority, execution, delivery and enforceability of such Person and the applicable Loan Documents to which such Person is a party; and
(4) such Person shall have entered into all documentation required for it (i) to accede to (A) this Agreement as an Additional Borrower and (B) to the extent required by any Intercreditor Agreement, such Intercreditor Agreement as a “debtor” (or other relevant capacity) and/or (ii) to have acknowledged any Intercreditor Agreement in the manner contemplated thereby.
(iii) The Administrative Agent shall notify the Initial Borrower and the Required LendersLenders promptly upon being satisfied that the conditions specified in Section 10.21(b)(ii) above (and, to effect such changes to in the provisions case of this Agreement as it reasonably believes are appropriate in order for such provisions to operate in a customary and usual manner for “multiple-currency” syndicated lending agreements to a corporation and certain of its foreign subsidiariesany Permitted Affiliate Parent, all with the intention of providing provisions for the Revolving Lenders who are so able and willing to extend credit to such Subsidiaries and for the other Revolving Lenders not to be required to do so. Prior to effecting any such changes, the Administrative Agent shall give all Revolving Lenders at least five Business Days’ notice thereof and an opportunity to comment thereonSection 10.21(a)) have been satisfied.
Appears in 1 contract
Additional Borrowers. (a) The Parent At any time after the Closing Date, so long as no Default or Event of Default has occurred and is continuing or would result therefrom, Administrative Borrower may at elect that any time, with the prior consent of the Administrative Agent wholly-owned Domestic Subsidiary (such consent not other than an Excluded Subsidiary) that is a Loan Party to be unreasonably withheld or delayed), add as a party to this Agreement any Wholly Owned Subsidiary to be an Additional Borrower. Upon satisfaction of the conditions specified in Section 5.3, such Subsidiary shall for all purposes be a party hereto added as an Additional Borrower hereunder by delivery to the Agent of a Notice of Additional Borrower as fully as if it had executed follows:
(i) such Subsidiary shall (x) be deemed a “Borrower” hereunder and delivered this Agreementunder the Loan Documents upon confirmation from Agent of receipt of, in form and the Borrowers shall be jointly substance reasonably satisfactory to Agent, joinder and severally liable for the Obligations (limited to, any other documentation reasonably requested by Agent with respect to such Additional Borrower, including the materials set forth in clause (iii) below, any Borrower that is promissory notes requested by a Foreign Subsidiary, Lender through Agent and written opinions of the Obligations of Foreign Loan Parties). The Administrative Agent ’ counsel, and (y) substantially contemporaneously with the effectiveness of becoming a “Borrower” in accordance with the terms hereof, automatically cease to be a Guarantor without the necessity of any further action;
(ii) such Additional Borrower shall notify deliver the Revolving Lenders documents required by Section 5.11 with respect thereto; and
(iii) as a condition to the effectiveness of any joinder of any Additional Borrower, such Additional Borrower shall deliver all documentation and other information reasonably requested in writing (at least five (5) Business Days prior to granting the effective date of such consent andjoinder) by and reasonably acceptable to Agent and each Lender to satisfy requirements under Agent’s and such Lender’s applicable “know your customer” and anti-money laundering rules and regulations, if any Revolving Lender notifies including the Administrative Agent within five Business Days that it is not permitted by applicable Requirements of Law or any of its organizational policies to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account of, the relevant Subsidiary, shall withhold such consent (which shall not be deemed to have been unreasonably withheld) or shall give such consent only upon effecting changes to the provisions of this Agreement as are contemplated by paragraph (c) of this Section 10.21 that will assure that such Revolving Lender is not required to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account of, such SubsidiaryPatriot Act.
(b) So long as the principal of and interest on any Loans made to any Additional Borrower under this Agreement shall have been paid in full and all other obligations of such Additional Borrower under this Agreement (other than contingent indemnification obligations) shall have been fully performed, the Parent Borrower may, by not less than five Business Days’ prior notice Notwithstanding anything herein to the Administrative Agent (which shall promptly notify contrary, until the relevant Lenders thereof), terminate such Subsidiary’s status as completion of an “Additional Borrower”.
(c) In order to accommodate (i) appraisal and field examination of the addition assets of a Subsidiary as an Additional Borrower or (ii) extensions of credit to an any Additional Borrower, in each case, where one or more Revolving Lenders are legally able and willing reasonably satisfactory to lend Revolving Loans toAgent, and participate no asset of such Additional Borrower shall be included in the Borrowing Base.
(c) Any Additional Borrower shall continue to be a Borrower under this Agreement until Administrative Borrower delivers a Borrower Termination Notice with respect to such Subsidiary to Agent, whereupon such Subsidiary shall cease to be a Borrower hereunder; provided that no Borrower Termination Notice will become effective as to any Additional Borrower until a new Borrowing Base Certificate reflecting the removal of such Additional Borrower has been delivered to Agent, all LoansAdvances made to such Additional Borrower shall have been repaid, all Letters of Credit issued for the account ofof such Additional Borrower have been drawn in full or have expired or have been cash collateralized in an amount equal to 103% of the then extant Letter of Credit Usage with respect thereto and all amounts payable by such Additional Borrower in respect of the Issuing Lender, such Subsidiaryinterest and/or fees (and, but other Revolving Lenders are not so able and willingto the extent notified by Agent, the Administrative Agent Issuing Lender or any Lender, any other amounts payable under this Agreement by such Additional Borrower) shall have been paid in full; provided further that (i) such Borrower Termination Notice shall be permittedeffective to terminate the right of such Additional Borrower to request or receive further Advances under this Agreement, (ii) no Borrower Termination Notice shall be effective if there is only one Borrower prior to delivery of the Borrower Termination Notice, (iii) no Borrower Termination Notice shall be effective to remove Wabash as a Borrower and (iv) substantially contemporaneously with the consent effectiveness of any such Borrower Termination Notice, the Parent Borrower and the Required Lenders, to effect such changes applicable Subsidiary shall become a Guarantor by delivering a joinder to the provisions of this Agreement as it Guaranty and any other documentation reasonably believes are appropriate in order for required by Agent, unless such provisions to operate in a customary and usual manner for “multiple-currency” syndicated lending agreements to a corporation and certain of its foreign subsidiaries, all with the intention of providing provisions for the Revolving Lenders who are so able and willing to extend credit to such Subsidiaries and for the other Revolving Lenders not Subsidiary is then an Excluded Subsidiary or ceases to be required to do so. Prior to effecting any such changes, the Administrative Agent shall give all Revolving Lenders at least five Business Days’ notice thereof and an opportunity to comment thereona Subsidiary of Wabash as a result of a transaction permitted under this Agreement.
Appears in 1 contract
Additional Borrowers. (a) The Parent Borrower may at any time, with the prior consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed), add as a party to this Agreement any Wholly Owned Subsidiary to be an Additional Borrower. Upon satisfaction of the conditions specified in Section 5.3, such Subsidiary shall for all purposes be a party hereto as an Additional Borrower as fully as if it had executed and delivered this Agreement, and the Borrowers shall be jointly and severally liable for the Obligations (limited to, with respect to any Borrower that is a Foreign Subsidiary, the Obligations of Foreign Loan Parties). The Administrative Agent shall notify the Revolving Lenders at least five Business Days prior to granting such consent and, if any Revolving Lender notifies the Administrative Agent within five Business Days that it is not permitted by applicable Requirements of Law or any of its organizational policies to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account of, the relevant Subsidiary, shall withhold such consent (which shall not be deemed to have been unreasonably withheld) or shall give such consent only upon effecting changes to the provisions of this Agreement as are contemplated by paragraph (c) of this Section 10.21 that will assure that such Revolving Lender is not required to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account of, such Subsidiary.
(b) So long as the principal of and interest on any Loans made to any Additional Borrower under this Agreement shall have been paid in full and all other obligations of such Additional Borrower under this Agreement (other than contingent indemnification obligations) shall have been fully performed, the Parent Borrower may, by not less than five Business Days’ prior notice to the Administrative Agent (which shall promptly notify the relevant Lenders thereof), terminate such Subsidiary’s status as an “Additional Borrower”.. 150
(c) In order to accommodate (i) the addition of a Subsidiary as an Additional Borrower or (ii) extensions of credit to an Additional Borrower, in each case, where one or more Revolving Lenders are legally able and willing to lend Revolving Loans to, and participate in Letters of Credit issued for the account of, such Subsidiary, but other Revolving Lenders are not so able and willing, the Administrative Agent shall be permitted, with the consent of the Parent Borrower and the Required Lenders, to effect such changes to the provisions of this Agreement as it reasonably believes are appropriate in order for such provisions to operate in a customary and usual manner for “multiple-currency” syndicated lending agreements to a corporation and certain of its foreign subsidiaries, all with the intention of providing provisions for the Revolving Lenders who are so able and willing to extend credit to such Subsidiaries and for the other Revolving Lenders not to be required to do so. Prior to effecting any such changes, the Administrative Agent shall give all Revolving Lenders at least five Business Days’ notice thereof and an opportunity to comment thereon.
Appears in 1 contract
Sources: Credit Agreement (Tempur Sealy International, Inc.)
Additional Borrowers. (a) The Parent Borrower Notwithstanding anything in Section 12.1 to the contrary, following the Closing Date, the Borrowers’ Agent may at any timerequest that one or more of its Subsidiaries that is a Wholly Owned Subsidiary be added to this Agreement as an additional borrower (an “Additional Borrower”) by delivering to the Agent a written notice; provided that:
(i) the Agent shall have consented, with the prior which consent of the Administrative Agent (such consent may not to be unreasonably withheld or delayed)withheld, add as to the designation of such Additional Borrower and, in the case of an Additional Borrower that is to become a French Borrower, the French Swingline Lender shall have consented, which consent may not be unreasonably withheld, to such designation;
(ii) (A) such Additional Borrower shall become a party to this Agreement any Wholly Owned Subsidiary as a U.S. Borrower, a ROW Borrower, a Canadian Borrower, a French Borrower or an ANZ Borrower, as applicable, pursuant to be an Additional Borrower. Upon satisfaction of joinder documentation in form and substance reasonably acceptable to the conditions specified in Section 5.3Agent and the Borrowers’ Agent and (B) to the extent reasonably requested by the Agent, the Agent shall have received such Subsidiary shall for all purposes be a party hereto as an opinions, certificates, Charter Documents and other similar documents with respect to the Additional Borrower as fully are substantially consistent (as if it had executed and modified for differences in jurisdiction or as otherwise modified in a manner reasonably acceptable to the Agent) with those delivered this Agreementwith respect to the U.S. Borrowers, and the ROW Borrowers, the Canadian Borrowers, the French Borrowers or ANZ Borrowers, as applicable, on the Closing Date pursuant to Section 9.1(c);
(iii) (A) the Agent shall be jointly and severally liable for the Obligations (limited tohave first received, with respect to such Additional Borrower, all documentation and other information that is required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations including the Act (as defined in Section 14.23) to the extent reasonably requested in writing by the Agent and the Lenders and (B) any Additional Borrower that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have first delivered, to each Lender that so requested, a Beneficial Ownership Certification in relation to such Additional Borrower;
(A) in the case of an Additional Borrower that is organized under the Laws of the United States of America, any state thereof or the District of Columbia, to the extent such Additional Borrower is not already a Foreign SubsidiaryU.S. Guarantor, such Additional Borrower shall (x) execute and deliver to the Agent a Security Agreement Supplement (as defined in the U.S. Security Agreement), a Guaranty Supplement (as defined in the U.S. Guarantee Agreement) and such other amendments to the U.S. Security Documents as the Agent may reasonably deem necessary or reasonably advisable to grant to the Agent, for the benefit of the Secured Parties, a perfected security interest (as and to the extent provided in the U.S. Security Documents) in the Collateral of such Additional Borrower, (y) deliver such other documentation as the Agent may reasonably request in accordance with the U.S. Security Documents (and subject to the limitations set out therein) in order to cause the Lien created by the U.S. Security Documents in such Additional Borrower’s Collateral to be duly perfected in accordance with all applicable Requirements of Law, including the filing of financing statements in such jurisdictions as may reasonably be requested by the Agent, and such other documents with respect to such Additional Borrower as the Agent may reasonably request that are consistent with the documents in place or delivered to the Agent by the Obligors on the Closing Date, and (z) subject to Section 7.4(a)(ii), prior to including such Additional Borrower’s assets in the U.S. Borrowing Base, the Obligations of Foreign Loan Parties). The Administrative Agent shall notify conduct an Appraisal with respect to such Additional Borrower, including of (A) such Additional Borrower’s practices in the Revolving computation of its Borrowing Base and (B) the assets included in such Additional Borrower’s Borrowing Base and related financial information such as, but not limited to, sales, gross margins, payables, accruals and reserves, in each case, prepared on a basis reasonably satisfactory to the Agent and at the sole expense of the Obligors; or
(B) in the case of an Additional Borrower that is organized under the Laws of Canada or any territory or province thereof, to the extent such Additional Borrower is not already a Canadian Guarantor, such Additional Borrower shall (x) execute and deliver to the Agent a Security Agreement Supplement (as defined in the Canadian Security Agreement), a Guarantee Supplement (as defined in the Canadian Guarantee Agreement) and such other amendments to the Canadian Security Documents as the Agent may reasonably deem necessary or reasonably advisable to grant to the Agent, for the benefit of the Canadian Secured Parties, a perfected security interest (as and to the extent provided in the Canadian Security Documents) in the Collateral of such Additional Borrower and in the Capital Stock of such Additional Borrower and (y) deliver such other documentation as the Agent may reasonably request in accordance with the applicable Security Documents (and subject to the limitations set out therein) in order to cause the Lien created by the applicable Security Documents in such new Canadian Subsidiary’s Collateral and in the Capital Stock of such new Canadian Subsidiary to be duly perfected in accordance with all applicable Requirements of Law, including the filing of financing statements in such jurisdictions as may reasonably be requested by the Agent, and such other documents with respect to such Additional Borrower as the Agent may reasonably request that are consistent with the documents in place or delivered to the Agent by the Obligors on the Closing Date; and
(v) (A) with respect to any Additional Borrower that would not be a U.S. Borrower (other than a French Borrower that will be an Additional Borrower solely in respect of French Swingline Loans), the Borrowers’ Agent shall have provided the Lenders with at least five 10 Business Days Days’ (or such shorter notice as may be reasonably agreed by the Agent) prior written notice of the proposed designation, and (B) no Lender (unless such Lender (with the prior written consent of such Lender, the Borrowers’ Agent and, in their sole discretion, the Agent and Bank of America) shall have become a Participating ROW Lender or a Participating Canadian Lender, as applicable, in which case this clause (B) shall not apply) with a Pro Rata Revolving Credit Commitment or an ANZ Revolving Credit Commitment, as applicable, shall have advised the Agent and the Borrowers’ Agent in writing, on or prior to granting the end of such consent and10 Business Day period, if any Revolving that (w) it is unlawful (or such Lender notifies the Administrative Agent within five Business Days cannot or has not been able to determine that it is not permitted by applicable Requirements of Law or any of its organizational policies lawful) for such Lender to make Revolving Loans and other extensions of credit under this Agreement to such Additional Borrower, (x) the making of Loans or other extensions of credit under this Agreement to such Additional Borrower might subject such Lender to adverse tax consequences for which it is not reimbursed hereunder, (y) such Lender would be required to, or participate has determined that it would be prudent to, register or file in Letters the jurisdiction of Credit formation, organization or Swingline location of such Additional Borrower in order to make Loans for the account of, the relevant Subsidiary, shall withhold such consent (which shall not be deemed to have been unreasonably withheld) or shall give such consent only upon effecting changes to the provisions other extensions of credit under this Agreement as are contemplated by paragraph to such Additional Borrower, and such Lender does not wish to do so or (cz) of this Section 10.21 that will assure that such Revolving Lender is not required restricted by operational or administrative procedures or other applicable internal policies from making Loans or other extensions of credit under this Agreement to make Revolving Loans toPersons formed, organized or participate located in Letters the jurisdiction in which such Additional Borrower is formed, organized or located. Any obligations in respect of Credit or Swingline Loans for the account of, such Subsidiary.
(b) So long as the principal of and interest on any Loans made to borrowings by any Additional Borrower under this Agreement shall have been paid in full and will constitute “Obligations” for all other obligations purposes of such the Loan Documents.
(b) Any Additional Borrower that is not organized under this Agreement (other than contingent indemnification obligations) the Laws of the United States of America or any state thereof or the District of Columbia, Canada or any province or territory thereof, France, Australia or New Zealand shall have been fully performed, the Parent Borrower may, by not less than five Business Days’ prior notice to the Administrative Agent (which shall promptly notify the relevant Lenders thereof), terminate such Subsidiary’s status as an “Additional become a ROW Borrower”.
(c) In order the case of any Additional Borrower, the Agent and the Borrowers’ Agent agree to accommodate enter into any amendment required to incorporate the addition of the Additional Borrower and such other amendments as may be necessary or appropriate in the reasonable opinion of the Agent and the Borrowers’ Agent in connection therewith. The Lenders hereby irrevocably authorize the Agent to enter into such amendments.
(d) The Borrowers’ Agent may from time to time, upon not less than three Business Days’ written notice to the Agent (or such shorter period as may be agreed by the Agent in its reasonable discretion), terminate a Borrower’s (other than the Company’s) status as such, and such Person shall thereupon cease to be considered a “Borrower” (and cease to be considered a U.S. Borrower, ROW Borrower, Canadian Borrower, French Borrower or ANZ Borrower, as applicable) for all purposes hereunder, provided that (i) there are no outstanding Loans or Agent Advances payable by such Borrower, or other amounts payable by such Borrower on account of any Loans made to it, as of the addition effective date of a Subsidiary as an Additional Borrower or such termination, (ii) extensions there are no amounts (including charges and fees payable to or reasonably incurred by the applicable Letter of credit to an Additional Borrower, in each case, where one or more Revolving Lenders are legally able and willing to lend Revolving Loans to, and participate in Credit Issuer) outstanding under any Letters of Credit issued for to such Borrower as of the account effective date of such termination, (iii) after giving effect to the exclusion of such Borrower’s assets that were included in the applicable Borrowing Base, no Out-of-Formula Condition would be created, (iv) to the extent such Borrower is otherwise required to be a Guarantor hereunder, such Subsidiary, but other Revolving Lenders are not so able Borrower shall continue to be a Guarantor for all purposes hereunder without any additional action by the Borrowers’ Agent upon such termination and willing, (v) the Administrative Agent Maximum Canadian Revolver Amount shall be permitted, with the consent of the Parent Borrower and the Required Lenders, to effect such changes to the provisions of this Agreement as it reasonably believes are appropriate in order for such provisions to operate in a customary and usual manner for “multiple-currency” syndicated lending agreements to a corporation and certain of its foreign subsidiaries, all with the intention of providing provisions for the Revolving Lenders who are so able and willing to extend credit to such Subsidiaries and for the other Revolving Lenders not deemed to be required to do sozero at all times when there is no Canadian Borrower. Prior to effecting The Agent will promptly notify the Lenders of any such changes, the Administrative Agent shall give all Revolving Lenders at least five Business Days’ notice thereof and an opportunity to comment thereontermination of a Borrower’s status.
Appears in 1 contract
Sources: Credit Agreement (United Rentals North America Inc)
Additional Borrowers. (a) The Notwithstanding anything in Section 13.1 to the contrary, following the Closing Date, the Parent Borrower may at any time, with request that one or more of its Subsidiaries that is a Wholly-Owned Restricted Subsidiary and that is a U.S. Subsidiary be added as an additional Borrower (the prior consent of “Additional Revolving Borrower”) under the Revolving Credit Facility by delivering to the Administrative Agent (such consent not to be unreasonably withheld or delayed), add as a party to this Agreement any Wholly Owned Subsidiary to be an Additional Borrower Agreement executed by such Subsidiary and the Parent Borrower. Upon satisfaction of the conditions specified in Section 5.3, such Such Subsidiary shall for all purposes of this Agreement be a party hereto Borrower hereunder no earlier than the latest of (i) ten (10) Business Days (or such shorter period as an the Administrative Agent may in its discretion agree) after delivery of such Additional Borrower as fully as if it had executed and delivered this Agreement, ; (ii) ten (10) Business Days after receipt by the Lenders and the Borrowers shall be jointly and severally liable for the Obligations (limited to, with respect to any Borrower that is a Foreign Subsidiary, the Obligations of Foreign Loan Parties). The Administrative Agent shall notify of such documentation and other information reasonably requested by the Lenders or the Administrative Agent for purposes of complying with all necessary “know your customer” or other similar checks under all applicable laws and regulations provided that there has been no written objection submitted by any of the Revolving Credit Lenders at least five Business Days prior to granting such consent and, if any Revolving Lender notifies or the Administrative Agent within five ten (10) Business Days that it of the date of receipt of such documentation and other information; and (iii) if the applicable Additional Revolving Borrower is not permitted by applicable Requirements of Law organized or any of its organizational policies to make Revolving Loans toincorporated in or under the laws of, or participate for applicable Tax purposes is resident of or treated as engaged in Letters a trade or business in, any jurisdiction other than a jurisdiction in or under the laws of Credit which at least one then-existing Borrower is organized or Swingline Loans for incorporated as of the account ofdate the Additional Borrower Agreement is delivered to the Administrative Agent, the relevant Subsidiarydate of the effectiveness of an amendment of this Agreement, which amendment must be as mutually agreed by the Administrative Agent, the Parent Borrower, such Additional Revolving Borrower and each affected Lender (including any amendment to applicable Tax provisions); provided that (x) each Additional Revolving Borrower shall withhold also be a Guarantor and (y) the Administrative Agent shall have received (A) all documents, updated schedules, instruments, certificates and agreements, and all other actions and information, then required by or in respect of such consent Additional Revolving Borrower by Section 9.11 or by the Security Documents (which shall not be deemed without giving effect to have been unreasonably withheldany grace periods for delivery of such items, the updating of such information or the taking of such actions) or shall give such consent only upon effecting changes and (B) documentation reasonably satisfactory to the provisions Administrative Agent pursuant to which each then-existing Borrower and Guarantor unconditionally Guarantees the Borrowings of this Agreement as are contemplated the Additional Revolving Borrower on terms substantially consistent with the Guarantors’ Guarantee of the Parent Borrower’s obligations hereunder. Any obligations in respect of borrowings by paragraph (c) of this Section 10.21 that will assure that such Revolving Lender is not required to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account of, such Subsidiary.
(b) So long as the principal of and interest on any Loans made to any Additional Borrower under this Agreement shall have been paid in full and will constitute “Obligations” for all other obligations purposes of such the Credit Documents. Promptly following receipt of any Additional Borrower under this Agreement (other than contingent indemnification obligations) shall have been fully performed, the Parent Borrower may, by not less than five Business Days’ prior notice to the Administrative Agent (which shall promptly notify the relevant Lenders thereof), terminate such Subsidiary’s status as an “Additional Borrower”.
(c) In order to accommodate (i) the addition of a Subsidiary as an Additional Borrower or (ii) extensions of credit to an Additional Borrower, in each case, where one or more Revolving Lenders are legally able and willing to lend Revolving Loans to, and participate in Letters of Credit issued for the account of, such Subsidiary, but other Revolving Lenders are not so able and willingAgreement, the Administrative Agent shall be permittedsend a copy thereof to each Lender. As set forth in Section 1.13, the foregoing procedures shall apply (mutatis mutandis) with respect to the addition of a “borrower” with respect to New Term Loans and New Term Loan Commitments, substituting such New Term Loan Lender and the Administrative Agent as the applicable consent parties for purposes of “know your customer” and similar checks. Each Credit Party hereby irrevocably appoints the Parent Borrower as the borrowing agent and the Required Lenders, to effect such changes to the provisions of this Agreement as it reasonably believes are appropriate in order for such provisions to operate in a customary and usual manner for “multipleattorney-currency” syndicated lending agreements to a corporation and certain of its foreign subsidiaries, all with the intention of providing provisions in-fact for the Revolving Lenders who are so able Credit Parties, which appointment shall remain in full force and willing to extend credit to such Subsidiaries effect unless and for the other Revolving Lenders not to be required to do so. Prior to effecting any such changes, until the Administrative Agent shall give have received prior written notice signed by all Revolving of the Credit Parties that such appointment has been revoked and that another Borrower has been appointed in such capacity. Each Credit Party hereby irrevocably appoints and authorizes the Parent Borrower (or its successor) (i) to provide to the Administrative Agent and the Lenders at least five Business Days’ notice thereof and an opportunity receive from the Administrative Agent and the Lenders all notices with respect to comment thereonLoans or Letters of Credit obtained for the benefit of any Borrower or any other Restricted Subsidiary and all other notices and instructions under this Agreement and (ii) to take such action as the Parent Borrower deems appropriate on its behalf to obtain Loans and to exercise such other powers as are reasonably incidental thereto to carry out the purposes of this Agreement.
Appears in 1 contract
Additional Borrowers. (a) The Parent Borrower may at any timeIf after the Closing Date, with the prior consent a Subsidiary of the Administrative Agent Operating Partnership desires to become a Borrower hereunder (such consent not including pursuant to be unreasonably withheld or delayedSection 5.01(j), add as a party to this Agreement any Wholly Owned Subsidiary to be an Additional Borrower. Upon satisfaction of the conditions specified in Section 5.3), such Subsidiary shall for all purposes be a party hereto as an Additional Borrower as fully as if it had executed and delivered this Agreement, and the Borrowers shall be jointly and severally liable for the Obligations shall: (limited to, with respect to any Borrower that is a Foreign Subsidiary, the Obligations of Foreign Loan Parties). The Administrative Agent shall notify the Revolving Lenders i) provide at least five Business Days prior to granting such consent and, if any Revolving Lender notifies the Administrative Agent within five Business Days that it is not permitted by applicable Requirements of Law or any of its organizational policies to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account of, the relevant Subsidiary, shall withhold such consent (which shall not be deemed to have been unreasonably withheld) or shall give such consent only upon effecting changes to the provisions of this Agreement as are contemplated by paragraph (c) of this Section 10.21 that will assure that such Revolving Lender is not required to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account of, such Subsidiary.
(b) So long as the principal of and interest on any Loans made to any Additional Borrower under this Agreement shall have been paid in full and all other obligations of such Additional Borrower under this Agreement (other than contingent indemnification obligations) shall have been fully performed, the Parent Borrower may, by not less than five Business Days’ prior notice to the Administrative Agent, and such notice shall designate under what Tranche such Subsidiary proposes to borrow; (ii) duly execute and deliver to the Administrative Agent a Borrower Accession Agreement; (iii) satisfy all of the conditions with respect thereto set forth in this Section 5.01(p) in form and substance reasonably satisfactory to the Administrative Agent; (iv) satisfy the “know your customer” requirements of the Administrative Agent and each relevant Lender, (v) deliver a Beneficial Ownership Certification, if applicable, with respect to such Additional Borrower, and (vi) obtain the consent of each Lender, which shall promptly notify may be given or withheld in such ▇▇▇▇▇▇’s sole discretion, in the relevant Lenders thereof), terminate applicable Tranche under which such Additional Borrower proposes to become a Borrower that such Additional Borrower is acceptable as a Borrower under the Loan Documents. Each such Subsidiary’s status addition as an “Additional Borrower”.
a Borrower shall also be conditioned upon the Administrative Agent having received (cx) In order to accommodate a certificate signed by a duly authorized officer or director of such Subsidiary, dated the date of such Borrower Accession Agreement certifying that: (i1) the addition representations and warranties contained in each Loan Document are true and correct in all material respects (unless qualified as to materiality or Material Adverse Effect, in which case such representations and warranties shall be true and correct in all respects) on and as of a such date, before and immediately after giving effect to such Subsidiary as becoming an Additional Borrower and as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects or all respects, as applicable, on and as of such earlier date) and (ii2) extensions no Default or Event of credit to Default has occurred and is continuing as of such date or would occur as a result of such Subsidiary becoming an Additional Borrower, (y) all of the documents set forth in each caseSections 3.01(a)(iii), where one or more Revolving Lenders are legally able (iv), (v), (vi), (vii), (ix) with respect to such Subsidiary and willing (z) a corporate formalities legal opinion relating to lend Revolving Loans tosuch Subsidiary from counsel reasonably acceptable to the Administrative Agent, all in form and participate in Letters of Credit issued for substance reasonably satisfactory to the account ofAdministrative Agent. Upon such Subsidiary’s addition as an Additional Borrower, such SubsidiarySubsidiary shall be deemed to be a Borrower hereunder. The Administrative Agent shall promptly notify each applicable Lender upon each Additional Borrower’s addition as a Borrower hereunder and shall, but other Revolving Lenders are not so able upon request by any Lender, provide such Lender with a copy of the executed Borrower Accession Agreement. With respect to the accession of any Additional Borrower to a Tranche, such Additional Borrower shall be responsible for making a determination as to whether it is capable of making payments to each Lender under the applicable Tranche without the incurrence of withholding taxes, provided that each such Lender shall provide such properly completed and willing, executed documentation described in Section 2.12 or otherwise reasonably requested by such Additional Borrower as may be necessary for such Additional Borrower to determine the amount of any applicable withholding taxes and the Administrative Agent and such Lender shall be permitted, cooperate in all reasonable respects with the consent of the Parent Borrower Borrowers and the Required Lenders, to effect such changes to the provisions of this Agreement as it reasonably believes are appropriate their tax advisors in order connection with any analysis necessary for such provisions Additional Borrower to operate in a customary and usual manner for “multiple-currency” syndicated lending agreements to a corporation and certain of its foreign subsidiaries, all with the intention of providing provisions for the Revolving Lenders who are so able and willing to extend credit to make such Subsidiaries and for the other Revolving Lenders not to be required to do so. Prior to effecting any such changes, the Administrative Agent shall give all Revolving Lenders at least five Business Days’ notice thereof and an opportunity to comment thereondetermination.
Appears in 1 contract
Sources: Global Senior Credit Agreement (Digital Realty Trust, L.P.)
Additional Borrowers. (a) The Parent Borrower [Reserved].
(b) After the Fourth Restatement Date, the Company may at any timedesignate, with subject to the prior consent provisions of the Administrative Agent (such consent not to be unreasonably withheld or delayed)this paragraph, add as a party to this Agreement any Wholly Owned Subsidiary of the Company as a Subsidiary Borrower by delivery to be the Administrative Agent an Additional BorrowerBorrower Agreement executed by such Subsidiary and the Borrower Representative. Upon satisfaction Promptly following receipt of any Additional Borrower Agreement, the conditions specified in Section 5.3, such Administrative Agent shall make available to each Facility A Lender a copy thereof. Such Subsidiary shall for all purposes be a party hereto as an Additional Borrower as fully as if it had executed and delivered of this Agreement, and upon satisfaction of the Borrowers shall be jointly and severally liable for the Obligations (limited to, with respect to any Borrower that is a Foreign Subsidiary, the Obligations of Foreign Loan Parties). The Administrative Agent shall notify the Revolving Lenders at least five Business Days prior to granting such consent and, if any Revolving Lender notifies the Administrative Agent within five Business Days that it is not permitted by applicable Requirements of Law or any of its organizational policies to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account of, the relevant Subsidiary, shall withhold such consent (which shall not be deemed to have been unreasonably withheld) or shall give such consent only upon effecting changes to the provisions of this Agreement as are contemplated by paragraph (c) of this Section 10.21 that will assure that such Revolving Lender is not required to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account of, such Subsidiary.
(b) So long as the principal of and interest on any Loans made to any Additional Borrower under Conditions, become a Subsidiary Borrower and a party to this Agreement shall have been paid in full and all other obligations of such Additional Borrower under this Agreement (other than contingent indemnification obligations) shall have been fully performed, the Parent Borrower may, by not less than five Business Days’ prior notice to the Administrative Agent (which shall promptly notify the relevant Lenders thereof), terminate such Subsidiary’s status as an “Additional Borrower”Agreement.
(c) In order Upon the execution by the Borrower Representative and delivery to accommodate (i) the addition Administrative Agent of a Subsidiary as an Additional Borrower or (ii) extensions of credit Termination with respect to an Additional any Subsidiary Borrower, in each case, where one such Subsidiary shall cease to be a Subsidiary Borrower hereunder; provided that no Additional Borrower Termination will become effective as to any Subsidiary Borrower (other than to terminate such Subsidiary Borrower’s right to make further borrowings or more Revolving Lenders are legally able and willing to lend Revolving Loans to, and participate in request the issuance of Letters of Credit issued under this Agreement) at a time when any principal of or interest on any Loan to such Subsidiary Borrower or any Letter of Credit (except to the extent such Letter of Credit is cash collateralized or otherwise backstopped to the reasonable satisfaction of the applicable Issuing Lender) for which such Subsidiary Borrower is the account of, such Subsidiary, but other Revolving Lenders are not so able and willingapplicant thereof shall be outstanding hereunder. Promptly following receipt of any Additional Borrower Termination, the Administrative Agent shall be permitted, with the consent of the Parent Borrower and the Required Lenders, make available to effect such changes to the provisions of this Agreement as it reasonably believes are appropriate in order for such provisions to operate in each Facility A Lender a customary and usual manner for “multiple-currency” syndicated lending agreements to a corporation and certain of its foreign subsidiaries, all with the intention of providing provisions for the Revolving Lenders who are so able and willing to extend credit to such Subsidiaries and for the other Revolving Lenders not to be required to do so. Prior to effecting any such changes, the Administrative Agent shall give all Revolving Lenders at least five Business Days’ notice thereof and an opportunity to comment thereoncopy thereof.
Appears in 1 contract
Sources: Credit Agreement (ODP Corp)
Additional Borrowers. (a) The Parent Notwithstanding anything in Section 12.1 to the contrary, following the Closing Date, the Borrowers’ Agent may request that one or more of its Subsidiaries that is a Wholly Owned Subsidiary be added to this Agreement as an additional borrower (an “Additional Borrower”) by delivering to the Agent a written notice; provided that:
(i) the Agent shall have consented, which consent may not be unreasonably withheld, to the designation of such Additional Borrower and, in the case of an Additional Borrower that is to become a European Borrower, the European Swingline Lender shall have consented, which consent may at any timenot be unreasonably withheld, with to such designation; provided that subject to the prior consent of the Administrative Agent, the Borrowers’ Agent and the Agent may agree to designate any ROW Borrower organized under the laws of Germany, the Netherlands, Belgium, or any other jurisdiction within the European Union, as a European Borrower (each such consent not designated entity, an “Additional Designated European Borrower”) and, following (A) the Additional Designated European Borrower’s designation as such and (B) receipt by the European Swingline Lender, with respect to each Additional Designated European Borrower, of “know your customer” documentation required by Section 1.9(a)(iii) as if the Additional Designated European Borrower were an “Additional Borrower” (or as otherwise may be required), the Additional Designated European Borrower shall cease to be unreasonably withheld or delayed)a ROW Borrower; provided, add as further that the ROW Borrowings of such Additional Designated European Borrower shall automatically be deemed to be European Swingline Loans upon such Additional Designated European Borrower ceasing to be a ROW Borrower.
(ii) (A) such Additional Borrower shall become a party to this Agreement any Wholly Owned Subsidiary as a U.S. Borrower, a ROW Borrower, a Canadian Borrower, a European Borrower or an ANZ Borrower, as applicable, pursuant to be an Additional Borrower. Upon satisfaction of joinder documentation in form and substance reasonably acceptable to the conditions specified in Section 5.3Agent and the Borrowers’ Agent and (B) to the extent reasonably requested by the Agent, the Agent shall have received such Subsidiary shall for all purposes be a party hereto as an opinions, certificates, Charter Documents and other similar documents with respect to the Additional Borrower as fully are substantially consistent (as if it had executed and modified for differences in jurisdiction or as otherwise modified in a manner reasonably acceptable to the Agent) with those delivered this Agreementwith respect to the U.S. Borrowers, and the ROW Borrowers, the Canadian Borrowers, the European Borrowers or ANZ Borrowers, as applicable, on the Closing Date pursuant to Section 9.1(c);
(iii) (A) the Agent shall be jointly and severally liable for the Obligations (limited tohave first received, with respect to such Additional Borrower, all documentation and other information that is required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations including the Act (as defined in Section 14.23) to the extent reasonably requested in writing by the Agent and the Lenders and (B) any Additional Borrower that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have first delivered, to each Lender that so requested, a Beneficial Ownership Certification in relation to such Additional Borrower;
(A) in the case of an Additional Borrower that is organized under the Laws of the United States of America, any state thereof or the District of Columbia, to the extent such Additional Borrower is not already a Foreign SubsidiaryU.S. Guarantor, such Additional Borrower shall (x) execute and deliver to the Agent a Security Agreement Supplement (as defined in the U.S. Security Agreement), a Guaranty Supplement (as defined in the U.S. Guarantee Agreement) and such other amendments to the U.S. Security Documents as the Agent may reasonably deem necessary or reasonably advisable to grant to the Agent, for the benefit of the Secured Parties, a perfected security interest (as and to the extent provided in the U.S. Security Documents) in the Collateral of such Additional Borrower, (y) deliver such other documentation as the Agent may reasonably request in accordance with the U.S. Security Documents (and subject to the limitations set out therein) in order to cause the Lien created by the U.S. Security Documents in such Additional Borrower’s Collateral to be duly perfected in accordance with all applicable Requirements of Law, including the filing of financing statements in such jurisdictions as may reasonably be requested by the Agent, and such other documents with respect to such Additional Borrower as the Agent may reasonably request that are consistent with the documents in place or delivered to the Agent by the Obligors on the Closing Date, and (z) subject to Section 7.4(a)(ii), prior to including such Additional Borrower’s assets in the U.S. Borrowing Base, the Obligations of Foreign Loan Parties). The Administrative Agent shall notify conduct an Appraisal with respect to such Additional Borrower, including of (A) such Additional Borrower’s practices in the Revolving computation of its Borrowing Base and (B) the assets included in such Additional Borrower’s Borrowing Base and related financial information such as, but not limited to, sales, gross margins, payables, accruals and reserves, in each case, prepared on a basis reasonably satisfactory to the Agent and at the sole expense of the Obligors; or
(B) in the case of an Additional Borrower that is organized under the Laws of Canada or any territory or province thereof, to the extent such Additional Borrower is not already a Canadian Guarantor, such Additional Borrower shall (x) execute and deliver to the Agent a Security Agreement Supplement (as defined in the Canadian Security Agreement), a Guarantee Supplement (as defined in the Canadian Guarantee Agreement) and such other amendments to the Canadian Security Documents as the Agent may reasonably deem necessary or reasonably advisable to grant to the Agent, for the benefit of the Canadian Secured Parties, a perfected security interest (as and to the extent provided in the Canadian Security Documents) in the Collateral of such Additional Borrower and in the Capital Stock of such Additional Borrower and (y) deliver such other documentation as the Agent may reasonably request in accordance with the applicable Security Documents (and subject to the limitations set out therein) in order to cause the Lien created by the applicable Security Documents in such new Canadian Subsidiary’s Collateral and in the Capital Stock of such new Canadian Subsidiary to be duly perfected in accordance with all applicable Requirements of Law, including the filing of financing statements in such jurisdictions as may reasonably be requested by the Agent, and such other documents with respect to such Additional Borrower as the Agent may reasonably request that are consistent with the documents in place or delivered to the Agent by the Obligors on the Closing Date; and
(v) (A) with respect to any Additional Borrower that would not be a U.S. Borrower (other than a European Borrower that will be an Additional Borrower solely in respect of European Swingline Loans), the Borrowers’ Agent shall have provided the Lenders with at least five 10 Business Days Days’ (or such shorter notice as may be reasonably agreed by the Agent) prior written notice of the proposed designation, and (B) no Lender (unless such Lender (with the prior written consent of such Lender, the Borrowers’ Agent and, in their sole discretion, the Agent and Bank of America) shall have become a Participating ROW Lender or a Participating Canadian Lender, as applicable, in which case this clause (B) shall not apply) with a Pro Rata Revolving Credit Commitment or an ANZ Revolving Credit Commitment, as applicable, shall have advised the Agent and the Borrowers’ Agent in writing, on or prior to granting the end of such consent and10 Business Day period, if any Revolving that (w) it is unlawful (or such Lender notifies the Administrative Agent within five Business Days cannot or has not been able to determine that it is not permitted by applicable Requirements of Law or any of its organizational policies lawful) for such Lender to make Revolving Loans and other extensions of credit under this Agreement to such Additional Borrower, (x) the making of Loans or other extensions of credit under this Agreement to such Additional Borrower might subject such Lender to adverse tax consequences for which it is not reimbursed hereunder, (y) such Lender would be required to, or participate has determined that it would be prudent to, register or file in Letters the jurisdiction of Credit formation, organization or Swingline location of such Additional Borrower in order to make Loans for the account of, the relevant Subsidiary, shall withhold such consent (which shall not be deemed to have been unreasonably withheld) or shall give such consent only upon effecting changes to the provisions other extensions of credit under this Agreement as are contemplated by paragraph to such Additional Borrower, and such Lender does not wish to do so or (cz) of this Section 10.21 that will assure that such Revolving Lender is not required restricted by operational or administrative procedures or other applicable internal policies from making Loans or other extensions of credit under this Agreement to make Revolving Loans toPersons formed, organized or participate located in Letters the jurisdiction in which such Additional Borrower is formed, organized or located. Any obligations in respect of Credit or Swingline Loans for the account of, such Subsidiary.
(b) So long as the principal of and interest on any Loans made to borrowings by any Additional Borrower under this Agreement shall have been paid in full and will constitute “Obligations” for all other obligations purposes of such the Loan Documents.
(b) Any Additional Borrower that is not organized under this Agreement (other than contingent indemnification obligations) the Laws of the United States of America or any state thereof or the District of Columbia, Canada or any province or territory thereof, France, Australia or New Zealand shall have been fully performed, the Parent Borrower may, by not less than five Business Days’ prior notice to the Administrative Agent (which shall promptly notify the relevant Lenders thereof), terminate such Subsidiary’s status as an “Additional become a ROW Borrower”.
(c) In order the case of any Additional Borrower, the Agent and the Borrowers’ Agent agree to accommodate enter into any amendment required to incorporate the addition of the Additional Borrower and such other amendments as may be necessary or appropriate in the reasonable opinion of the Agent and the Borrowers’ Agent in connection therewith. The Lenders hereby irrevocably authorize the Agent to enter into such amendments.
(d) The Borrowers’ Agent may from time to time, upon not less than three Business Days’ written notice to the Agent (or such shorter period as may be agreed by the Agent in its reasonable discretion), terminate a Borrower’s (other than the Company’s) status as such, and such Person shall thereupon cease to be considered a “Borrower” (and cease to be considered a U.S. Borrower, ROW Borrower, Canadian Borrower, European Borrower or ANZ Borrower, as applicable) for all purposes hereunder, provided that (i) there are no outstanding Loans or Agent Advances payable by such Borrower, or other amounts payable by such Borrower on account of any Loans made to it, as of the addition effective date of a Subsidiary as an Additional Borrower or such termination, (ii) extensions there are no amounts (including charges and fees payable to or reasonably incurred by the applicable Letter of credit to an Additional Borrower, in each case, where one or more Revolving Lenders are legally able and willing to lend Revolving Loans to, and participate in Credit Issuer) outstanding under any Letters of Credit issued for to such Borrower as of the account effective date of such termination, (iii) after giving effect to the exclusion of such Borrower’s assets that were included in the applicable Borrowing Base, no Out-of-Formula Condition would be created, (iv) to the extent such Borrower is otherwise required to be a Guarantor hereunder, such Subsidiary, but other Revolving Lenders are not so able Borrower shall continue to be a Guarantor for all purposes hereunder without any additional action by the Borrowers’ Agent upon such termination and willing, (v) the Administrative Agent Maximum Canadian Revolver Amount shall be permitted, with the consent of the Parent Borrower and the Required Lenders, to effect such changes to the provisions of this Agreement as it reasonably believes are appropriate in order for such provisions to operate in a customary and usual manner for “multiple-currency” syndicated lending agreements to a corporation and certain of its foreign subsidiaries, all with the intention of providing provisions for the Revolving Lenders who are so able and willing to extend credit to such Subsidiaries and for the other Revolving Lenders not deemed to be required to do sozero at all times when there is no Canadian Borrower. Prior to effecting The Agent will promptly notify the Lenders of any such changes, the Administrative Agent shall give all Revolving Lenders at least five Business Days’ notice thereof and an opportunity to comment thereontermination of a Borrower’s status.
Appears in 1 contract
Sources: Credit Agreement (United Rentals North America Inc)
Additional Borrowers. At any time and from time-to-time after the Restatement Effective Date, the U.S. Borrower may request that any of its Subsidiaries (other than an Exempt CFC or a direct or indirect Subsidiary of an Exempt CFC) become a borrower under this Agreement (each Subsidiary which becomes a borrower pursuant to the terms of this Section 11.19, an “Additional Borrower”). Such Subsidiary shall become an Additional Borrower with effect on and from the date on which the Administrative Agent notifies the U.S. Borrower that each of the following has been satisfied (which date shall be within ten (10) Business Days after each Lender has received the documents referred to in Section 11.19(e):
(a) The Parent the Administrative Agent receives a duly completed and executed Joinder Agreement, substantially in the form of Exhibit U;
(b) each Lender has approved of such Additional Borrower;
(c) the U.S. Borrower confirms that no Default or Event of Default is continuing or would occur as a result of that Subsidiary becoming an Additional Borrower and each of the representations and warranties relating to the Additional Borrower and the Loan Parties (other than the representations and warranties set forth in 5.1, 5.4, 5.6, 5.7, 5.17 and 5.20) is true and not misleading in any material respect (except that any representation and warranty that is qualified by “materiality” or “Material Adverse Effect” shall be true and correct in all respects as so qualified) as if made on date of accession of Additional Borrower;
(d) the Subsidiary is incorporated, organized or formed in the United States of America, Canada or another jurisdiction approved by the Supermajority Lenders;
(e) the Administrative Agent has received all of the documents and other evidence referred to in Section 6.1(b) and Sections 6.1(d) through 6.1(g) in relation to that Additional Borrower together with a legal opinion in respect of the Additional Borrower from a law firm qualified to issue legal opinions with respect to the jurisdiction of incorporation, organization or formation and (with respect to any Additional Borrower organized under the laws of any jurisdiction of Canada) the jurisdiction of the chief executive office and domicile (within the meaning of the Civil Code of Quebec) and each jurisdiction in which material tangible assets are located, each in form and substance reasonably satisfactory to the Administrative Agent;
(f) the Administrative Agent shall have received the results of a recent search by a Person reasonably satisfactory to the Administrative Agent, of the UCC and PPSA and Civil Code of Quebec (if relevant), judgment and tax Lien filings, and all customary searches for financing transactions of this nature in all applicable jurisdictions, which may at any timehave been filed with respect to personal property of such Additional Borrower, and the results of such search shall be reasonably satisfactory to the Administrative Agent;
(g) the Administrative Agent and each Lender shall have received copies of a collateral and risk management review (the “Additional Borrower Collateral Risk Review”), in form and substance satisfactory to the Administrative Agent, of all of the assets of such Additional Borrower that would comprise each asset category set forth in the definition of “U.S. Borrowing Base” or “Kildair Borrowing Base”, as applicable, prepared by Administrative Agent’s internal or external collateral and risk manager; provided, however, that (i) the Additional Borrower Collateral Risk Review shall be completed (or in the event it is not completed, be deemed completed) by a date no later than the date twenty-one (21) calendar days following the U.S. Borrower’s request that a Subsidiary become an Additional Borrower, which such request may not be made more than sixty (60) calendar days prior to the date such Subsidiary shall become an Additional Borrower and (ii) prior to the completion of the Additional Borrower Collateral Risk Review, the Administrative Agent may, in its sole discretion, count the assets of such Additional Borrower in the calculation of the U.S. Borrowing Base or Kildair Borrowing Base, as applicable;
(h) the Administrative Agent shall have received evidence in form and substance reasonably satisfactory to it that all of the requirements of Section 7.5 hereof, Section 5(q) of the U.S. Security Agreement and Section 5(p) of the Canadian Security Agreement, in each case to the extent applicable, shall have been satisfied with respect to such Additional Borrower;
(i) each Lender shall have received all of the prior documents referred to in Section 6.1(y) with respect to that Additional Borrower and has confirmed to the Administrative Agent that such documents are in form and substance reasonably satisfactory to such Lender;
(j) such Additional Borrower becomes a Grantor; and
(k) such Additional Borrower appoints the U.S. Borrower to act on its behalf as the agent for such Additional Borrower hereunder and under the other Loan Documents and authorizes the U.S. Borrower to take such actions on its behalf and to exercise such powers as are delegated to the U.S. Borrower by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto, and the U.S. Borrower accepts such appointment (which appointment shall not be terminated or revoked without the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed), add as a party to this Agreement any Wholly Owned Subsidiary to be an Additional Borrower. Upon satisfaction of the conditions specified in Section 5.3, such Subsidiary shall for all purposes be a party hereto as an Additional Borrower as fully as if it had executed and delivered this Agreement, and the Borrowers shall be jointly and severally liable for the Obligations (limited to, with respect to any Borrower that is a Foreign Subsidiary, the Obligations of Foreign Loan PartiesRequired Lenders). The Administrative Agent shall notify the Revolving Lenders at least five Business Days prior to granting such consent and, if any Revolving Lender notifies the Administrative Agent within five Business Days that it is not permitted by applicable Requirements of Law or any of its organizational policies to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account ofAgent, the relevant Subsidiary, Borrowers and any Additional Borrowers shall withhold such consent (which shall not be deemed permitted to have been unreasonably withheld) or shall give such consent only upon effecting changes to the provisions of amend this Agreement and the other Loan Documents solely as are contemplated by paragraph (c) of this Section 10.21 that will assure that such Revolving Lender is not required necessary or advisable to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for permit the account of, such Subsidiary.
(b) So long as the principal of and interest on any Loans made to any Additional Borrower under this Agreement shall have been paid to borrow hereunder and as otherwise required or advisable in full and all other obligations of such Additional Borrower under this Agreement (other than contingent indemnification obligations) shall have been fully performed, the Parent Borrower may, by not less than five Business Days’ prior notice to the Administrative Agent (which shall promptly notify the relevant Lenders thereof), terminate such Subsidiary’s status as an “Additional Borrower”connection therewith.
(c) In order to accommodate (i) the addition of a Subsidiary as an Additional Borrower or (ii) extensions of credit to an Additional Borrower, in each case, where one or more Revolving Lenders are legally able and willing to lend Revolving Loans to, and participate in Letters of Credit issued for the account of, such Subsidiary, but other Revolving Lenders are not so able and willing, the Administrative Agent shall be permitted, with the consent of the Parent Borrower and the Required Lenders, to effect such changes to the provisions of this Agreement as it reasonably believes are appropriate in order for such provisions to operate in a customary and usual manner for “multiple-currency” syndicated lending agreements to a corporation and certain of its foreign subsidiaries, all with the intention of providing provisions for the Revolving Lenders who are so able and willing to extend credit to such Subsidiaries and for the other Revolving Lenders not to be required to do so. Prior to effecting any such changes, the Administrative Agent shall give all Revolving Lenders at least five Business Days’ notice thereof and an opportunity to comment thereon.
Appears in 1 contract
Additional Borrowers. (a) The Parent Borrower may at If any time, with the prior consent Subsidiary of the Administrative Agent (such consent not Company wishes to be unreasonably withheld or delayed), add as become a party to this Agreement any Wholly Owned Subsidiary to be an Additional Borrower. Upon satisfaction of the conditions specified in Section 5.3, such Subsidiary shall for all purposes be a party hereto as an Additional Borrower as fully as if it had executed and delivered under this Agreement, it and the Borrowers shall be jointly and severally liable for the Obligations (limited to, with respect to any Borrower that is a Foreign Subsidiary, the Obligations of Foreign Loan Parties). The Administrative Obligors' Agent shall each so notify the Revolving Lenders at least five Business Days prior to granting such consent and, if any Revolving Lender notifies the Administrative Facility Agent within five Business Days that it is not permitted by applicable Requirements of Law or any of its organizational policies to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account of, the relevant Subsidiary, shall withhold such consent (which shall not be deemed to have been unreasonably withheld) or shall give such consent only upon effecting changes to in turn notify the provisions of this Agreement as are contemplated by paragraph (c) of this Section 10.21 that will assure that such Revolving Lender is not required to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for Banks and the account of, such SubsidiarySecurity Agent).
(b) So long If all the Banks confirm to the Facility Agent in writing that they are prepared to accept that Subsidiary as a Borrower hereunder (subject to such limitations as they may advise) and an Obligor under the principal relevant Intercreditor Agreement(s) the Facility Agent shall so notify the Banks and shall prepare and deliver to the Obligor's Agent a Borrower Accession Agreement (appropriately completed and subject to such limitations as are imposed).
(c) Upon receipt by the Facility Agent of the Borrower Accession Agreement, signed on behalf of the Obligors' Agent (for itself and interest the existing Borrowers, Guarantors and the Obligors) and by the proposed Additional Borrower, the Facility Agent shall execute the same (for itself and on behalf of the Finance Parties) and shall as promptly as practicable give notice of such execution to all of the parties to the Borrower Accession Agreement.
(d) Upon execution of any Loans made Borrower Accession Agreement as aforesaid, it shall take effect in accordance with, but subject to, the terms hereof and thereof.
(e) The obligations of each Finance Party to any each Additional Borrower under this Agreement with respect to the making of the first Utilisation by it under this Agreement are subject to the condition precedent that the Facility Agent shall have been paid received in full respect of the Additional Borrower and the Borrower Accession Agreement all of the documents listed in Schedule 5 and such other obligations of reports, opinions and documents (if any) as the Facility Agent may reasonably require, each in form and substance satisfactory to the Facility Agent and that the Facility Agent has confirmed to the Obligors' Agent that it is satisfied that such Additional Borrower under this Agreement (other than contingent indemnification obligations) shall have been fully performed, the Parent Borrower may, by not less than five Business Days’ prior notice has effectively become party to the Administrative Agent (which shall promptly notify the relevant Lenders thereof), terminate such Subsidiary’s status Intercreditor Agreement(s) as an “Additional Borrower”Obligor.
(c) In order to accommodate (i) the addition of a Subsidiary as an Additional Borrower or (ii) extensions of credit to an Additional Borrower, in each case, where one or more Revolving Lenders are legally able and willing to lend Revolving Loans to, and participate in Letters of Credit issued for the account of, such Subsidiary, but other Revolving Lenders are not so able and willing, the Administrative Agent shall be permitted, with the consent of the Parent Borrower and the Required Lenders, to effect such changes to the provisions of this Agreement as it reasonably believes are appropriate in order for such provisions to operate in a customary and usual manner for “multiple-currency” syndicated lending agreements to a corporation and certain of its foreign subsidiaries, all with the intention of providing provisions for the Revolving Lenders who are so able and willing to extend credit to such Subsidiaries and for the other Revolving Lenders not to be required to do so. Prior to effecting any such changes, the Administrative Agent shall give all Revolving Lenders at least five Business Days’ notice thereof and an opportunity to comment thereon.
Appears in 1 contract
Sources: Revolving Multicurrency Credit Facility (Derby Cycle Corp)
Additional Borrowers. (a) The Parent Borrower Subject to Section 8.14, Centuri may at any time, with the prior consent of upon not less than fifteen (15) Business Days’ notice from Centuri to the Administrative Agent and the Lenders (or such consent not to shorter period as may be unreasonably withheld or delayedagreed by the Administrative Agent in its sole discretion), add as request that a party to this Agreement any Wholly Wholly-Owned US Subsidiary to or Wholly-Owned Canadian Subsidiary (each, an “Applicant Borrower”) be an Additional Borrower. Upon satisfaction of the conditions specified in Section 5.3, such Subsidiary shall for all purposes be a party hereto designated as an Additional Borrower as fully as if it had executed to receive Loans and delivered this Agreement, and the Borrowers shall be jointly and severally liable for the Obligations (limited to, with respect to any Borrower that is a Foreign Subsidiary, the Obligations of Foreign Loan Parties). The Administrative Agent shall notify the Revolving Lenders at least five Business Days prior to granting such consent and, if any Revolving Lender notifies the Administrative Agent within five Business Days that it is not permitted by applicable Requirements of Law or any of its organizational policies to make Revolving Loans to, or participate in request Letters of Credit or Swingline Loans for the account of, the relevant Subsidiary, shall withhold such consent (which shall not be deemed to have been unreasonably withheld) or shall give such consent only upon effecting changes to the provisions of this Agreement as are contemplated hereunder by paragraph (c) of this Section 10.21 that will assure that such Revolving Lender is not required to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account of, such Subsidiary.
(b) So long as the principal of and interest on any Loans made to any Additional Borrower under this Agreement shall have been paid in full and all other obligations of such Additional Borrower under this Agreement (other than contingent indemnification obligations) shall have been fully performed, the Parent Borrower may, by not less than five Business Days’ prior notice delivering to the Administrative Agent (which shall promptly notify deliver counterparts thereof to each Lender) a duly executed notice and agreement in substantially the relevant Lenders thereof), terminate such Subsidiary’s status as form of Exhibit I (an “Additional BorrowerBorrower Request and Assumption Agreement”.
(c) In order to accommodate (i) the addition of a ); provided that no US Subsidiary or Canadian Subsidiary may be designated as an Additional Borrower without the consent of each Revolving Credit Lender unless such US Subsidiary or (ii) extensions Canadian Subsidiary is already a US Subsidiary Guarantor or Canadian Subsidiary Guarantor, as applicable. The parties hereto acknowledge and agree that prior to any Applicant Borrower becoming entitled to utilize the Credit Facilities, the Administrative Agent and the Lenders shall have received such supporting Security Documents, supplements to the Loan Documents, resolutions, incumbency certificates, opinions of credit counsel, all documentation and other information in order to an Additional Borrowercomply with requirements of any Anti-Money Laundering Laws including, without limitation, the PATRIOT Act and any applicable “know your customer” rules and regulations, Beneficial Ownership Certification and other documents or information, in each caseform, where one content and scope reasonably satisfactory to the Administrative Agent, as may be required by the Administrative Agent or more Revolving the Lenders are legally able and willing to lend Revolving Loans toin their sole discretion, and participate in Notes signed by such new Borrowers to the extent any Lenders so require. If the Administrative Agent and the Lenders agree that an Applicant Borrower shall be entitled to receive Loans and request Letters of Credit issued for the account ofhereunder, then promptly following receipt of all such Subsidiary, but other Revolving Lenders are not so able requested documents and willinginformation described above, the Administrative Agent shall be permittedsend a notice in substantially the form of Exhibit J (an “Additional Borrower Notice”) to Centuri and the Lenders specifying the effective date upon which the Applicant Borrower shall constitute an Additional Borrower for purposes hereof, with the consent whereupon each of the Parent Lenders agrees to permit such Additional Borrower to receive Loans and request Letters of Credit hereunder, on the Required Lendersterms and conditions set forth herein, to effect and each of the parties agrees that such changes to the provisions Additional Borrower otherwise shall be a Borrower for all purposes of this Agreement as it reasonably believes are appropriate in order for Agreement; provided that no Notice of Borrowing or Letter of Credit Application may be submitted by or on behalf of such provisions to operate in a customary and usual manner for “multiple-currency” syndicated lending agreements to a corporation and certain of its foreign subsidiaries, all with Additional Borrower until the intention of providing provisions for the Revolving Lenders who are so able and willing to extend credit to date five (5) Business Days after such Subsidiaries and for the other Revolving Lenders not to be required to do so. Prior to effecting any such changes, the Administrative Agent shall give all Revolving Lenders at least five Business Days’ notice thereof and an opportunity to comment thereoneffective date.
Appears in 1 contract
Additional Borrowers. (a) The Parent Borrower may at designate any timewholly-owned Restricted Subsidiary as a Borrower under any Revolving Commitments, with any Incremental Facility or any Specified Refinancing Debt (an “Additional Borrower”); provided that unless such Borrower is incorporated or formed in a jurisdiction in which any other current Borrower is incorporated or formed, the prior consent jurisdiction of the Administrative Agent (such consent not Additional Borrower shall be reasonably acceptable to be unreasonably withheld or delayed), add as each applicable Lender. Such wholly-owned Restricted Subsidiary shall become an Additional Borrower and a party to this Agreement any Wholly Owned Subsidiary by delivering to be an Additional Borrower. Upon satisfaction of the conditions specified in Section 5.3, such Subsidiary shall for all purposes be a party hereto as Administrative Agent an Additional Borrower as fully as if it had executed and delivered this AgreementJoinder, and all references to the “Borrowers” shall also include such Additional Borrower, as applicable, upon (a) the receipt by the Administrative Agent of (x) documentation consistent in scope with the documentation delivered in respect of the Borrowers shall be jointly and severally liable on the Restatement Effective Date (including, for the Obligations (limited toavoidance of doubt, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act, with respect to any the Additional Borrower that is has been reasonably requested by the Administrative Agent) and (y) a Foreign Subsidiarycertificate from the Parent Borrower and such Additional Borrower certifying that as of the date of such joinder, the Obligations of Foreign Loan Parties). The Administrative Agent shall notify the Revolving Lenders at least five Business Days prior to granting such consent and, if any Revolving Lender notifies the Administrative Agent within five Business Days that it is not permitted by applicable Requirements of Law or any of its organizational policies to make Revolving Loans to, or participate conditions set forth in Letters of Credit or Swingline Loans for the account of, the relevant Subsidiary, shall withhold such consent (which shall not be deemed to have been unreasonably withheldSection 4.02(a) or shall give such consent only upon effecting changes to the provisions of this Agreement as are contemplated by paragraph (c) of this Section 10.21 that will assure that such Revolving Lender is not required to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account of, such Subsidiary.
and (b) So long shall be met as if a Borrowing were to occur on such date and (b) the principal of and interest on any Loans made to any Additional Borrower under this Agreement shall have been paid in full and all other obligations of such Additional Borrower under this Agreement Lenders being provided with thirty (other than contingent indemnification obligations30) shall have been fully performed, the Parent Borrower may, by not less than five Business Days’ prior notice to the Administrative Agent (which shall promptly notify the relevant Lenders thereof), terminate or such Subsidiary’s status shorter period of time as an “Additional Borrower”.
(c) In order to accommodate (i) the addition of a Subsidiary as an Additional Borrower or (ii) extensions of credit to an Additional Borrower, in each case, where one or more Revolving Lenders are legally able and willing to lend Revolving Loans to, and participate in Letters of Credit issued for the account of, such Subsidiary, but other Revolving Lenders are not so able and willing, the Administrative Agent shall reasonably agree) of any Additional Borrower being proposed to be permittedadded pursuant to this Section 10.20. This Agreement may be amended as necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Parent Borrower to effect the provisions of or be consistent with this Section 10.20. Notwithstanding any other provision of this Agreement to the contrary (including Section 10.02), any such deemed amendment may be memorialized in writing by the Administrative Agent with the Parent Borrower’s consent, but without the consent of the Parent Borrower any other Lenders (other than with respect to such ▇▇▇▇▇▇’s approval of an Additional Borrower’s jurisdiction of incorporation or formation as set forth above), and the Required Lenders, to effect such changes furnished to the provisions of this Agreement as it reasonably believes are appropriate in order for such provisions to operate in a customary and usual manner for “multiple-currency” syndicated lending agreements to a corporation and certain of its foreign subsidiaries, all with the intention of providing provisions for the Revolving Lenders who are so able and willing to extend credit to such Subsidiaries and for the other Revolving Lenders not to be required to do so. Prior to effecting any such changes, the Administrative Agent shall give all Revolving Lenders at least five Business Days’ notice thereof and an opportunity to comment thereonparties hereto.
Appears in 1 contract
Sources: Credit Agreement (Coty Inc.)
Additional Borrowers. (a) The Parent Borrower may at any timeEach Domestic Subsidiary and that is formed or acquired on or after the Effective Date, with the prior consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed), add as shall become a party to this Agreement any Wholly Owned Subsidiary to be an Additional Borrower. Upon satisfaction of the conditions specified in Section 5.3, such Subsidiary shall for all purposes be a party hereto as an Additional Borrower as fully as if it had executed and delivered this Agreement, and the Borrowers shall cause each such Subsidiary to satisfy each of the following conditions on or before the date on which such Subsidiary is formed or acquired:
(i) Such Subsidiary shall execute and deliver to the Bank a joinder agreement on the Bank’s form therefor, along with a Security Agreement and all documents and agreements reasonably required by the Security Agreement to be jointly executed and severally liable delivered.
(ii) All legal matters incident to such Subsidiary’s becoming a Borrower shall be reasonably satisfactory to counsel for the Obligations Bank and the Subsidiary shall execute and deliver to the Bank, within 10 Business Days after its acquisition or formation, such additional documents and certificates relating to the Loans as the Bank reasonably may request.
(limited toiii) The Bank shall have received an opinion of counsel to such Subsidiary, addressed to the Bank, covering such matters as the Bank may reasonably request, in form and substance reasonably satisfactory to the Bank.
(iv) Financing statements in form and substance reasonably satisfactory to the Bank shall have been properly filed in each office where necessary to perfect the security interest (consistent with the requirements hereof as of the Effective Date) of the Bank in the Collateral of such Subsidiary, and, within 30 days after said acquisition or formation, (A) termination statements shall have been filed with respect to any Borrower that is a Foreign Subsidiary, the Obligations other financing statements covering all or any material portion of Foreign Loan Parties). The Administrative Agent shall notify the Revolving Lenders at least five Business Days prior such Collateral (except with respect to granting such consent and, if any Revolving Lender notifies the Administrative Agent within five Business Days that it is not Liens permitted by applicable Requirements of Law or any of its organizational policies this Agreement), (B) all Taxes and fees with respect to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account of, the relevant Subsidiary, shall withhold such consent (which shall not be deemed to have been unreasonably withheld) or shall give such consent only upon effecting changes to the provisions of this Agreement as are contemplated by paragraph (c) of this Section 10.21 that will assure that such Revolving Lender is not required to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account of, such Subsidiary.
(b) So long as the principal of recording and interest on any Loans made to any Additional Borrower under this Agreement filing shall have been paid in full by such Subsidiary or the Borrower and all other obligations of such Additional Borrower under this Agreement (other than contingent indemnification obligationsC) the Bank shall have received such Lien searches or reports as it shall require confirming that the foregoing filings and recordings have been fully performed, the Parent Borrower may, by not less than five Business Days’ prior notice to the Administrative Agent (which shall promptly notify the relevant Lenders thereof), terminate such Subsidiary’s status as an “Additional Borrower”completed.
(cv) In order Such Subsidiary shall have delivered the following documents to accommodate (i) the addition Bank, each of which shall be certified as of the date on which such Subsidiary is to become a Subsidiary as an Additional Borrower or (ii) extensions of credit to an Additional Borrower, by its secretary or representative performing similar functions: (A) copies of evidence of all actions taken by such Subsidiary to authorize the execution and delivery of the applicable Loan documents; (B) copies of the articles or certificate of incorporation and bylaws (or the organizational documents for a Borrower that is not a corporation) of such Subsidiary; and (C) a certificate as to the incumbency and signatures of the officers of such Subsidiary executing the Loan documents.
(vi) The Bank shall have received current certificates of good standing and qualification issued by the appropriate state official of the state of formation of such Subsidiary and in each casejurisdiction in which it is qualified to do business.
(vii) The Bank shall have received, where one within 10 days after the acquisition or more Revolving Lenders are legally able and willing to lend Revolving Loans to, and participate in Letters of Credit issued for the account offormation, such Subsidiary, but other Revolving Lenders are not so able information and willing, documents the Administrative Agent shall be permitted, Bank may reasonably request with the consent of the Parent Borrower and the Required Lenders, to effect such changes respect to the provisions Collateral of this Agreement as it reasonably believes are appropriate in order for such provisions to operate in a customary and usual manner for “multiple-currency” syndicated lending agreements to a corporation and certain of its foreign subsidiaries, all with the intention of providing provisions for the Revolving Lenders who are so able and willing to extend credit to such Subsidiaries and for the other Revolving Lenders not to be required to do so. Prior to effecting any such changes, the Administrative Agent shall give all Revolving Lenders at least five Business Days’ notice thereof and an opportunity to comment thereonSubsidiary.
Appears in 1 contract
Additional Borrowers. (a) The Parent Borrower may at any timeIf after the Closing Date, with the prior consent a Subsidiary of the Administrative Agent (such consent not Operating Partnership desires to be unreasonably withheld or delayed), add as become a party to this Agreement any Wholly Owned Subsidiary to be an Additional Borrower. Upon satisfaction of the conditions specified in Section 5.3Borrower hereunder, such Subsidiary shall for all purposes be a party hereto as an Additional Borrower as fully as if it had executed and delivered this Agreement, and the Borrowers shall be jointly and severally liable for the Obligations shall: (limited to, with respect to any Borrower that is a Foreign Subsidiary, the Obligations of Foreign Loan Parties). The Administrative Agent shall notify the Revolving Lenders i) provide at least five Business Days prior to granting such consent and, if any Revolving Lender notifies the Administrative Agent within five Business Days that it is not permitted by applicable Requirements of Law or any of its organizational policies to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account of, the relevant Subsidiary, shall withhold such consent (which shall not be deemed to have been unreasonably withheld) or shall give such consent only upon effecting changes to the provisions of this Agreement as are contemplated by paragraph (c) of this Section 10.21 that will assure that such Revolving Lender is not required to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account of, such Subsidiary.
(b) So long as the principal of and interest on any Loans made to any Additional Borrower under this Agreement shall have been paid in full and all other obligations of such Additional Borrower under this Agreement (other than contingent indemnification obligations) shall have been fully performed, the Parent Borrower may, by not less than five Business Days’ prior notice to the Administrative Agent, and such notice shall designate under what Tranche such Subsidiary proposes to borrow; (ii) duly execute and deliver to the Administrative 117 Agent a Borrower Accession Agreement; (iii) satisfy all of the conditions with respect thereto set forth in this Section 5.01(p) in form and substance reasonably satisfactory to the Administrative Agent; (iv) satisfy the “know your customer” requirements of the Administrative Agent and each relevant Lender, (v) deliver a Beneficial Ownership Certification, if applicable, with respect to such Additional Borrower, and (vi) obtain the consent of each Lender, which shall promptly notify may be given or withheld in such Lender’s sole discretion, in the relevant Lenders thereof), terminate applicable Tranche under which such Additional Borrower proposes to become a Borrower that such Additional Borrower is acceptable as a Borrower under the Loan Documents. Each such Subsidiary’s status addition as an “Additional Borrower”.
a Borrower shall also be conditioned upon the Administrative Agent having received (cx) In order to accommodate a certificate signed by a duly authorized officer of such Subsidiary, dated the date of such Borrower Accession Agreement certifying that: (i1) the addition representations and warranties contained in each Loan Document are true and correct in all material respects (unless qualified as to materiality or Material Adverse Effect, in which case such representations and warranties shall be true and correct in all respects) on and as of a such date, before and after giving effect to such Subsidiary as becoming an Additional Borrower and as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects or all respects, as applicable, on and as of such earlier date) and (ii2) extensions no Default or Event of credit to Default has occurred and is continuing as of such date or would occur as a result of such Subsidiary becoming an Additional Borrower, (y) all of the documents set forth in each caseSections 3.01(a)(iii), where one or more Revolving Lenders are legally able (iv), (v), (vi), (vii), (ix) with respect to such Subsidiary and willing (z) a corporate formalities legal opinion relating to lend Revolving Loans tosuch Subsidiary from counsel reasonably acceptable to the Administrative Agent, all in form and participate in Letters of Credit issued for substance reasonably satisfactory to the account ofAdministrative Agent. Upon such Subsidiary’s addition as an Additional Borrower, such SubsidiarySubsidiary shall be deemed to be a Borrower hereunder. The Administrative Agent shall promptly notify each applicable Lender upon each Additional Borrower’s addition as a Borrower hereunder and shall, but other Revolving Lenders are not so able upon request by any Lender, provide such Lender with a copy of the executed Borrower Accession Agreement. With respect to the accession of any Additional Borrower to a Tranche, such Additional Borrower shall be responsible for making a determination as to whether it is capable of making payments to each Lender under the applicable Tranche without the incurrence of withholding taxes, provided that each such Lender shall provide such properly completed and willing, executed documentation described in Section 2.12 or otherwise reasonably requested by such Additional Borrower as may be necessary for such Additional Borrower to determine the amount of any applicable withholding taxes and the Administrative Agent and such Lender shall be permitted, cooperate in all reasonable respects with the consent of the Parent Borrower Borrowers and the Required Lenders, to effect such changes to the provisions of this Agreement as it reasonably believes are appropriate their tax advisors in order connection with any analysis necessary for such provisions Additional Borrower to operate in a customary and usual manner for “multiple-currency” syndicated lending agreements to a corporation and certain of its foreign subsidiaries, all with the intention of providing provisions for the Revolving Lenders who are so able and willing to extend credit to make such Subsidiaries and for the other Revolving Lenders not to be required to do so. Prior to effecting any such changes, the Administrative Agent shall give all Revolving Lenders at least five Business Days’ notice thereof and an opportunity to comment thereondetermination.
Appears in 1 contract
Sources: Global Senior Credit Agreement (Digital Realty Trust, L.P.)