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. 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. (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. (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 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 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 4 contracts
Sources: Revolving Credit Agreement (Eaton Corp PLC), 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 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 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 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 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 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 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 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 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 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 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 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 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 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. (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. (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 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. (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 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 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. (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. (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 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. (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 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. 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. (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 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. 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. 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 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 So long as no Event of Default has occurred and is continuing or would result therefrom, the Borrower may at cause any time, with the prior consent direct or indirect Domestic Subsidiary or Foreign Subsidiary that is a Restricted Subsidiary of the Administrative Agent Borrower to become a Borrower (such consent not to be unreasonably withheld or delayed)provided that, add as a party to this Agreement in the case of 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 and not already a Guarantor of the Obligations (a) the Administrative Agent consents to such Foreign Subsidiary (it being understood that the Administrative Agent may decline to consent to a Foreign Subsidiary in its sole discretion including without limitation due to tax reasons applicable to itself or any Lender or any change in Guarantors and/or Collateral that may result from any such Foreign Subsidiary becoming an Additional Borrower), and (b) no Lender shall be obligated to make Loans to such Foreign Subsidiary in violation of such Lender’s internal policies or any applicable Laws applicable to such Lender) hereunder by (i) executing a joinder agreement to this Agreement, in form and substance satisfactory to the Administrative Agent (which, for the avoidance of doubt, will include the agreement that the obligations of the Borrower and the Additional Borrower will be joint and several), (ii) executing and delivering such documents described in Section 5.10 (without regard to time periods set forth therein), (iii) 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, (iv) delivering a certificate from such Domestic Subsidiary of the type described in Section 4.01(f) in form and substance reasonably satisfactory to the Administrative Agent, (v) delivering good standing certificates (or equivalent evidence) and bring-down letters or facsimiles, if any, for such Domestic Subsidiary which the Administrative Agent reasonably may have requested, or, in the case of a Foreign Subsidiary, similar documents and certificates as may be reasonably requested in the Obligations jurisdiction of Foreign organization of such Person, (vi) agreeing to any related amendments to this Agreement or any other Loan Parties). The Document, and (vii) (x) furnishing to the Administrative Agent shall notify and the Revolving Lenders all documentation and other information that they reasonably determine is required by United States regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act, at least five Business Days prior to granting the effectiveness of the joinder of such consent andSubsidiary, if any Revolving Lender notifies the Administrative Agent within and (y) delivering, at least five (5) Business Days prior to the effectiveness of the joinder of such Subsidiary, for any Subsidiary that it is qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, a Beneficial Ownership Certification in relation to such Subsidiary; provided that New Fortress Energy Inc., as a Borrower, shall not permitted by applicable Requirements of Law or be released from any of its organizational policies to make Revolving Loans toObligations hereunder or any other Loan Documents, or participate in Letters all 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 affirmed 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 confirmed after giving 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 thereondesignation.
Appears in 2 contracts
Sources: Credit Agreement (New Fortress Energy Inc.), Credit Agreement (New Fortress Energy 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 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. 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 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 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 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 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. (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. (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. (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. 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. (a) The Subsidiaries of Parent Borrower may at any timeformed or acquired after the Closing Date may, upon the request of Parent and with the prior consent of the Administrative Agent Lender (such consent not to which may be unreasonably granted or withheld or delayedin Lender's sole and absolute discretion), add as a party become Borrowers hereunder, subject to the satisfaction of the following:
(A) Borrowers and such Subsidiary shall deliver to Lender duly executed amendments to this Agreement any Wholly Owned and the Pledge Agreements and such other documents as Lender shall reasonably request, each in form and substance reasonably satisfactory to Lender, evidencing that such Subsidiary is a Borrower hereunder, that such Subsidiary has granted to be an Additional Borrower. Upon satisfaction Lender a first priority, perfected security interest in its Collateral as security for the Obligations and that all of the conditions specified in Section 5.3, issued and outstanding stock of such Subsidiary is pledged to Lender as security for the Obligations;
(B) Lender shall have received favorable lien search reports with respect to such Subsidiary;
(C) Borrowers and such Subsidiary shall for all purposes be a party hereto as an Additional Borrower as fully as if it had deliver to Lender duly executed financing statements, in form and delivered this Agreement, and the Borrowers shall be jointly and severally liable for the Obligations (limited tosubstance reasonably satisfactory to Lender, with respect to any such Subsidiary;
(D) Borrowers shall deliver to Lender duly executed notification letters, in form and substance reasonably satisfactory to Lender, with respect to each Payor on Accounts of such Subsidiary;
(E) Borrowers shall deliver to Lender certified copies of such Subsidiary's articles of incorporation, bylaws and board of director resolutions approving such Subsidiary's becoming a Borrower that is and consummating the transactions contemplated hereby, together with a Foreign certificate of existence from the Secretary of State of the jurisdiction of such Subsidiary's incorporation;
(F) Borrowers shall deliver to Lender a duly executed telephone instruction letter, the Obligations in form and substance reasonably satisfactory to Lender, with respect to such Subsidiary;
(G) No Default or Event of Foreign Loan Parties)Default shall be in existence or shall be created by such Subsidiary's becoming a Borrower hereunder; and
(H) Borrowers and such Subsidiary shall deliver to Lender such other documents as Lender shall reasonably request. 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 inclusion 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 Borrower's Accounts 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 its Borrowing Base shall be permitted, subject to Lender's audit and due diligence 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 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 thereonAccounts.
Appears in 1 contract
Sources: Loan and Security Agreement (Intensiva Healthcare Corp)
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. (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. (ai) The Parent Borrower may at Any member of the Restricted Group, or following a Hive Up (and subject to the proviso below), NewTopco or any timeIntermediate Holding Company incorporated and tax resident in the United Kingdom or in the United States or, with subject to the prior written consent of the Administrative Agent Majority Lenders (such consent not to be unreasonably withheld or delayedor, if sub-paragraph (iii) below applies, all the Lenders), add as a party to this Agreement any Wholly Owned Subsidiary to be elsewhere which Vodafone nominates may become an Additional Borrower. Upon satisfaction of , provided that on or prior to the conditions specified in Section 5.3, such Subsidiary shall for all purposes be a party hereto date on which NewTopco or any Intermediate Holding Company accedes as an Additional Borrower it also accedes as fully as if it had executed and delivered this Agreement, and an Additional Guarantor.
(ii) The relevant member of the Borrowers shall be jointly and severally liable for the Obligations Restricted Group (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 NewTopco or any of its organizational policies to make Revolving Loans toIntermediate Holding Company, or participate in Letters of Credit or Swingline Loans for as applicable) will become an Additional Borrower upon:
(A) 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 delivery to the provisions Agent of this a Borrower Accession Agreement duly executed by that member of the Restricted Group (or NewTopco or any Intermediate Holding Company, as are contemplated applicable); and
(B) delivery to the Agent of all those other documents listed in Part 3 of Schedule 2, in each case in the agreed form or in such other form and substance satisfactory to the Agent.
(iii) All Lender consent will be required for any Additional Borrower to the extent the Additional Borrower is incorporated or established or carrying on its principal business in a country which is subject to OFAC sanctions or United Nations sanctions under Article 41 of the UN Charter or any equivalent sanctions administered or enforced by paragraph (c) of this Section 10.21 that will assure that such Revolving Lender is not required to make Revolving Loans tothe European Union, Her Majesty’s Treasury or participate in Letters of Credit or Swingline Loans for the account of, such Subsidiaryother relevant sanctions authority.
(b) So long as The execution of a Borrower Accession Agreement constitutes confirmation by the principal of and interest on any Loans made to any Additional Borrower under this concerned that the representations and warranties set out in Clauses 16.1 (Representations and warranties) to 16.6 (Authorisations) to be made by it on the date of the Borrower Accession 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 performedare correct, the Parent Borrower may, by not less than five Business Days’ prior notice as if made with reference to the Administrative Agent (which shall promptly notify the relevant Lenders thereof), terminate such Subsidiary’s status as an “Additional Borrower”facts and circumstances then existing.
(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. With the prior written consent of the Lender, an affiliate of the Borrower may become a Borrower hereunder by executing and delivering to the Lender an assumption agreement in the form of Exhibit 3 annexed hereto and, by executing and delivering to the Lender a revolving note in the maximum principal amount of the Credit Limit payable to the order of the Lender and executed by the new borrower and the then existing Borrower."
(I) The Schedules attached hereto are hereby added to the Agreement.
(J) Exhibit 1 attached to the Agreement is hereby stricken in its entirety and the Note attached hereto as Exhibit 1 is substituted therefor.
(K) Exhibit 2A attached hereto is hereby added to the Agreement.
(L) Exhibit 3 attached hereto is hereby added to the Agreement.
3. The Borrower represents and warrants that the addition of Vertex OH as a Borrower will not be in violation of Sections 6.1(c)(1)- (3) or 6.2(a) of the GS Credit Agreement.
4. Except as explicitly amended by this Amendment, all of the terms and conditions of the Agreement shall remain in full force and effect and shall apply to any advance thereunder.
5. The Borrower agrees to pay the Lender as of the date hereof a fully earned, non-refundable accommodation fee in the amount of Seven Thousand Eight Hundred Fifty ($7,850.00) Dollars in consideration of the execution by the Lender of this Amendment.
6. This Amendment shall be effective upon receipt by the Lender of an executed original hereof, together with (a) the replacement note substantially in the form of Exhibit 1 hereto, duly executed on behalf of the Borrower (the "Replacement Note"), (b) an Assumption Agreement duly executed on behalf of the Borrower, (c) Certificates of Authority executed by each Borrower, (d) a Consent Letter duly executed by ▇▇▇▇▇▇▇ ▇▇▇▇▇ Bank USA as Administrative Agent, and (d) a Counterpart Agreement duly executed by Vertex OH.
7. The Borrower hereby represents and warrants to the Lender as follows:
(a) The Parent Borrower has all requisite power and authority to execute this Amendment and the Replacement Note and to perform all of its obligations hereunder, and this Amendment and the Replacement Note have been duly executed and delivered by the Borrower and constitute the legal, valid and binding obligation of the Borrower, enforceable in accordance with their terms.
(b) The execution, delivery and performance by the Borrower of this Amendment and the Replacement Note have been duly authorized by all necessary corporate and/or company action and do not (i) require any authorization, consent or approval by any governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, (ii) violate any provision of any law, rule or regulation or of any order, writ, injunction or decree presently in effect, having applicability to the Borrower, or the Articles of Organization and/or Certificates of Formation or By-Laws and/or Operating Agreements and/or Partnership Agreements of the Borrower, or (iii) result in a material breach of or constitute a material default under any indenture or loan or Agreement or any other agreement, lease or instrument to which the Borrower is a party or by which it or its properties may at any timebe bound or affected.
(c) All of the representations and warranties contained in Article IV of the Agreement are correct on and as of the date hereof as though made on and as of such date, except to the extent that such representations and warranties relate solely to an earlier date.
(d) (i) The resolutions of the Board of Directors and/or Managers of the Borrower attached to the Borrower's General Certificates dated as of March 26, 2015, and delivered to the Lender in connection with the prior consent execution and delivery of the Administrative Agent Agreement (such consent collectively, the "Certificate") are in full force and effect, (ii) the Articles of Organization and/or Certificates of Formation and By-Laws and/or Operating Agreements and/or Partnership Agreements of the Borrower, which were certified and delivered to the Lender pursuant to the Certificate, continue in full force and effect and have not been amended or otherwise modified except as set forth in the Certificate to be unreasonably withheld or delayed)delivered, add and (iii) the officers and agents of the Borrower who have been certified to the Lender pursuant to the Certificate as a party being authorized to this Agreement any Wholly Owned Subsidiary sign and to act on behalf of the Borrower continue to be an Additional Borrowerso authorized.
8. All references in the Agreement to "this Agreement" shall be deemed to refer to the Agreement as amended hereby. Upon the satisfaction of each of the conditions specified set forth in Section 5.3Paragraph 6 hereof, such Subsidiary shall for the definition of "Note" and all purposes be a party hereto as an Additional Borrower as fully as if it had executed and delivered this Agreement, and references thereto in the Borrowers Agreement shall be jointly deemed amended to describe the Replacement Note, which Replacement Note shall be issued by the Borrower to the Lender in replacement, renewal and severally liable for amendment, but not in repayment, of the Obligations (limited to, with respect to any Borrower that is a Foreign Subsidiary, the Obligations of Foreign Loan Parties)Note.
9. The Administrative Agent shall notify execution of this Amendment and acceptance of the Revolving Lenders at least five Business Days prior to granting such consent and, if Replacement Note and 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 documents related hereto shall not be deemed to have been unreasonably withheld) be a waiver of any Defaulting Event or shall give such consent only upon effecting changes Event of Default under the Agreement or breach, default or event of default under any other document held by the Lender, whether or not known to the provisions Lender and whether or not existing on the date of this Agreement Amendment. The Lender now currently knows of no Defaulting Events or Events of Default which exist under the Agreement.
10. Excepting only the contractual obligations to be performed by the Lender for the Borrower as are contemplated expressly stated in the Agreement, the Borrower hereby absolutely and unconditionally releases and forever discharges the Lender, and any and all participants, parent corporations, subsidiary corporations, affiliated corporations, insurers, indemnitors, successors and assigns thereof, together with all of the present and former directors, officers, agents and employees of any of the foregoing, from any and all claims, demands or causes of action of any kind, nature or description, whether arising in law or equity or upon contract or tort or under any state or federal law or otherwise, which the Borrower has had, now has or has made claim to have against any such person for or by paragraph (c) reason of any act, omission, matter, cause or thing whatsoever arising from the beginning of time to and including the date of this Section 10.21 that will assure that Amendment, whether such Revolving Lender is not required to make Revolving Loans toclaims, demands and causes of action are matured or participate in Letters of Credit unmatured or Swingline Loans for the account of, such Subsidiaryknown or unknown.
(b) So long as 11. The Borrower hereby reaffirms its agreement under the principal of Agreement to pay or reimburse the Lender on demand for all costs and interest on any Loans made to any Additional Borrower under this expenses incurred by the Lender in connection with the Agreement shall have been paid in full and all other obligations documents contemplated thereby, including without limitation all reasonable fees and disbursements of legal counsel. Without limiting the generality of the foregoing, the Borrower specifically agrees to pay all fees and disbursements of counsel to the Lender for the services performed by such Additional counsel in connection with the preparation of this Amendment and the documents and instruments incidental hereto. The Borrower hereby agrees that the Lender may, at any time or from time to time in its sole discretion and without further authorization by the Borrower, make a loan to the Borrower under this Agreement (other than contingent indemnification obligations) shall have been fully performedthe Agreement, or apply the Parent Borrower mayproceeds of any loan, by not less than five Business Days’ prior notice to for the Administrative Agent (purpose of paying any such fees, disbursements, costs and expenses and the fee required under Paragraph 4 hereof.
12. This Amendment may be executed in multiple counterparts, each of which shall promptly notify be effective upon delivery and, thereafter, shall be deemed to be an original, and all of which shall be taken as one and the relevant Lenders thereof), terminate such Subsidiary’s status same instrument with the same effect as an “Additional Borrower”.
(c) In order if each party hereto had signed on the same signature page. Any signature page of this Amendment may be detached from any counterpart of this Amendment without impairing the legal effect of any signature thereto and may be attached to accommodate (i) the addition another part of a Subsidiary as an Additional Borrower or (ii) extensions of credit this Amendment identical in form hereto and having attached to an Additional Borrower, in each case, where it one or more Revolving Lenders are legally able additional signature pages. This Amendment may be transmitted by facsimile machine or by electronic mail in portable document format ("pdf") and willing to lend Revolving Loans to, and participate in Letters signatures appearing on faxed instruments and/or electronic mail instruments shall be treated as original signatures. Any party delivering an executed counterpart of Credit issued for the account of, such Subsidiarythis Amendment by telefacsimile or other electronic method of transmission also shall deliver an original executed counterpart of this Amendment, but other Revolving Lenders are the failure to deliver an original executed counterpart shall not so able and willingaffect the validity, the Administrative Agent shall be permitted, with the consent of the Parent Borrower and the Required Lenders, to enforceability or binding 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 thereonhereof.
Appears in 1 contract
Sources: Loan and Security Agreement (All Assets) (Vertex Energy Inc.)
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 165457743_4174358596_2 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 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. US-DOCS\155682452.9 US-DOCS\155682452.9
(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 such documents as the Parent Borrower may reasonably request from time to time to evidence the release of a Released Borrower provided in this Section 9.29(b). US-DOCS\155682452.9 FORM OF BORROWING REQUEST1 Citicorp North America, Inc., as Administrative Agent ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇, OPS III New Castle, DE 19720 Attention of Citi Loan Operations Phone Number: (▇▇▇) ▇▇▇-▇▇▇▇ Fax Number: (▇▇▇) ▇▇▇-▇▇▇▇ Email: ▇▇▇▇▇▇.▇▇▇▇▇.▇▇▇▇▇▇▇@▇▇▇▇.▇▇▇ H-1 Ladies and Gentlemen: The undersigned, [ ] (the “Borrower”),2 refers to the Second Amended and Restated Credit Agreement dated as of June 30, 2016 (as amended, restated, amended and restated, supplemented or otherwise modified, the “Credit Agreement”), among, among others, the Borrower, each other Borrower from time to time party thereto, the Lenders and Issuing Banks from time to time party thereto, Citicorp North America, Inc., as administrative agent (in such capacity and together with its successors, the “Administrative Agent”) and as collateral agent, and the Required Lenders, other financial institutions from time to effect such changes to time party thereto. Capitalized terms used and not otherwise defined herein shall have 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 meanings assigned to such Subsidiaries capitalized terms in the Credit Agreement. The Borrower hereby gives you notice pursuant to Section 2.03 of the Credit Agreement that it requests a Borrowing under the Credit Agreement, and for in that connection sets forth below the other Revolving Lenders not terms on which such Borrowing is requested 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.made:
(A) Applicable Borrower _______________ (B) Date of Borrowing3 ________________________
Appears in 1 contract
Sources: Thirteenth Amendment to Second Amended and Restated Credit Agreement (NRG Energy, Inc.)
Additional Borrowers. If the owner of a Substitute Mortgaged Property is a new Borrower, the owner of such Substitute Mortgaged Property must demonstrate to the satisfaction of Lender that:
(a) The Parent such new Borrower may at any time, complies with the prior consent definition of “Additional Borrower;” and
(b) the Additional Borrower is a Single-Purpose entity, unless otherwise approved by Lender. In addition, on the Closing Date of the Administrative Agent (addition of a Substitute Mortgaged Property, the owner of such consent not Substitute Mortgaged Property, if such owner is an Additional Borrower, shall become a party to a contribution agreement in a manner satisfactory to Lender, shall deliver a Certificate of Borrower in form and substance satisfactory to Lender, and execute and deliver, along with the other Borrowers, Fixed Facility Notes. Any Additional Borrower of a Substitute Mortgaged Property which becomes added to the Collateral Pool shall be unreasonably withheld or delayed), add a Borrower for purposes of this Agreement and shall execute and deliver to Lender an amendment adding such Additional Borrower as a party to this Agreement any Wholly Owned Subsidiary and revising the Exhibits hereto, as applicable, to be an Additional Borrower. Upon satisfaction of reflect 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 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 casecase satisfactory to Lender. Upon the release of a Mortgaged Property, 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 ofevent that the Borrower which owns the Release Mortgaged Property owns no other Mortgaged Property in the Collateral Pool, such Subsidiary, but Borrower shall automatically without further action be released from its obligations under this Agreement and the other Revolving Lenders are not so able Loan Documents except for (i) any liabilities or obligations other than the Indebtedness of such Borrower which arose prior to the Closing Date of such release and willing, the Administrative Agent shall be permitted, with the consent (ii) any Obligations that survive release as specifically set forth in Section 18 (Environmental Hazards) 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 Security Instrument applicable 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 Mortgaged Property.
Appears in 1 contract
Sources: Master Credit Facility Agreement (Bre Properties Inc /Md/)
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 as 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 all the Banks consent, except that 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 delayed), add prior to such conversion. 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 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 1 contract
Additional Borrowers. (a) The parties hereto agree that wholly owned Domestic Subsidiary Guarantors 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 Domestic Subsidiary Guarantor of a New Borrower Agreement, such Domestic Subsidiary Guarantor 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 (but such Subsidiary shall not cease to be a Guarantor hereunder for so long as it shall remain a Subsidiary, except as otherwise provided in the Guarantee 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 Revolving 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 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 (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 Obligations applicable Lenders to such Additional Borrower may make loans and other extensions of Foreign Loan Parties)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. The Administrative Agent Such wholly-owned Subsidiary shall notify become an Additional Borrower and a party to this Agreement, and all references to the Revolving Lenders at least five Business Days prior to granting “Borrowers” and “Subsidiary Borrowers” shall also include such consent andAdditional Borrower, if any Revolving Lender notifies as applicable, upon (a) the receipt by the Administrative Agent within five Business Days that it is not permitted by applicable Requirements of Law or any documentation consistent in scope with the documentation set forth in the definition 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.
“Vion Subsidiary Borrower Joinder Date” and (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 Lenders being provided with 10 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 CREDIT AGREEMENT, Page 153 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 (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 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 and (v) obtain the consent of each Lender in the applicable Tranche under which shall promptly notify such Additional Borrower proposes to become a Borrower 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 of such Subsidiary, dated the date of such Borrower Accession Agreement certifying that: (iA) the addition representations and warranties contained in each Loan Document are true and correct in all material 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 on and as of such earlier date) and (B) no Default or (ii) extensions 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 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 thereonAccession Agreement.
Appears in 1 contract
Additional Borrowers. (a) The Parent Borrower may at designate any time, with wholly owned Subsidiary as a Borrower under the prior consent of Revolving Commitments (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 Revolving Lenders and Fronting 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 “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 Fronting 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 that is a Domestic Subsidiary being added pursuant to this Section 10.15 and (iiB) 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 10 Business Days’ prior notice thereof and an opportunity of any Additional Borrower that is a Foreign Subsidiary being added pursuant to comment thereonthis Section 10.15.
Appears in 1 contract
Sources: Credit Agreement (Allscripts Healthcare Solutions, Inc.)
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 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 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) except 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 Agent shall conduct an Appraisal and field examination with respect to such Additional Borrower, including of (A) such Additional Borrower’s practices in the 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
(A) (B) in the case of an Additional Borrower that is organized under the Laws of Canada or any of its organizational policies territory or province thereof, to make Revolving Loans tothe extent such Additional Borrower is not already a Canadian Guarantor, such Additional Borrower shall (x) execute and deliver to the Agent a Supplemental Agreement (as defined in the Canadian GCA) and such other amendments to the Canadian Security Documents as the Agent may reasonably deem necessary or participate in Letters of Credit or Swingline Loans reasonably advisable to grant to the Agent, for the account ofbenefit of the Secured Parties, the relevant Subsidiary, shall withhold such consent a perfected security interest (which shall not be deemed to have been unreasonably withheld) or shall give such consent only upon effecting changes as and to the provisions extent provided in the Canadian Security Documents) in the Collateral of this Agreement as are contemplated by paragraph such Additional Borrower and in the Capital Stock of such Additional Borrower, (cy) of this Section 10.21 that will assure that deliver 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 other documentation as the principal 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 interest 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 any Loans made to the Closing Date. Any obligations in respect of borrowings by any Additional Borrower under this Agreement shall have been paid will constitute “Obligations” for all purposes of the Loan Documents, and (z) to the extent applicable and as may otherwise be provided in full and all other obligations the definition of the term “Permitted Acquisition”, prior to including such Additional Borrower under this Agreement (other than contingent indemnification obligations) shall have been fully performedBorrower’s assets in the Canadian Borrowing Base, the Parent Borrower mayAgent shall conduct an Appraisal and field examination with respect to such Additional Borrower, by including of (A) such Additional Borrower’s practices in the 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 less than five Business Days’ prior notice limited to, sales, gross margins, payables, accruals and reserves, in each case, prepared on a basis reasonably satisfactory to the Administrative Agent and at the sole expense of the Obligors.
(which shall promptly notify b) In the relevant Lenders thereof), terminate such Subsidiary’s status as an “case of any Additional Borrower”, the Agent and the Borrowers’ Agent agree to 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.
(c) In order The Borrowers’ Agent may from time to accommodate 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 or Canadian 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 Multicurrency 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 (Herc Holdings 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 ▇▇▇▇▇▇▇▇▇▇ 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 1 contract
Additional Borrowers. (a) The Parent Borrower may at At any timetime after the Closing Date, so long as no Default or Event of Default has occurred and is continuing or would result therefrom, any Group Member that is a direct or indirect Wholly Owned Subsidiary organized under the laws of the United States or, with the prior consent of the Administrative Agent (such consent not each Lender, any other jurisdiction, may 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 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 hereunder 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 delivery to the Administrative Agent (which shall promptly notify the relevant Lenders thereof), terminate such Subsidiary’s status of a Notice of Additional Borrower as an “Additional Borrower”.follows:
(ca) In order to accommodate such Group Member shall be deemed a “Borrower” and (ix) in the addition case of any Domestic Subsidiary, a Subsidiary as an Additional Borrower or “US Borrower” and (iiy) extensions in the case of credit to an Additional Borrowerany Canadian Subsidiary, in each case, where one or more hereunder and under the Loan Documents with respect to the Revolving Lenders are legally able Credit Facility subject to the receipt by the Administrative Agent, in form and willing substance satisfactory to lend Revolving Loans tothe Administrative Agent, of joinder and participate in Letters of Credit issued for the account of, such Subsidiary, but any other Revolving Lenders are not so able and willing, documentation reasonably requested by 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 respect to such Subsidiaries and for the other Revolving Lenders not to be required to do so. Prior to effecting Additional Borrower, including any such changes, promissory notes requested by a Lender through the Administrative Agent and written opinions of the Loan Parties’ counsel;
(b) such Additional Borrower shall give 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 Additional Borrower shall deliver all Revolving Lenders at least five documentation and other information reasonably requested in writing by each Lender within ten Business Days’ notice thereof Days following receipt of such Notice of Additional Borrower to satisfy requirements under applicable “know your customer” and an opportunity to comment thereonanti-money-laundering rules and regulations, including without limitation, the PATRIOT Act and Canadian Anti-Money Laundering Laws.
Appears in 1 contract
Sources: Abl Credit Agreement (Foundation Building Materials, Inc.)
Additional Borrowers. (a) The Notwithstanding anything in Section 11.12 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 domestic Restricted Subsidiary be added as an additional Borrower under the prior consent of Revolving 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, which Additional Borrower Agreement may be accepted or rejected by the Required Lenders. 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) five (5) 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 Agreement and any other document required to be delivered this Agreement, pursuant to Section 4.03 and (ii) 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 any Revolving Lender notifies 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 the Lenders or the Administrative Agent within five (5) Business Days of the date of receipt of such documentation and other information; provided that (a) each Additional Borrower shall also be a Guarantor and (b) the Administrative Agent shall have confirmed that neither it is not permitted nor any Lender shall be materially adversely affected by applicable Requirements the addition of Law or such Additional Borrower. Any obligations in respect of borrowings by 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 Borrower under this Agreement as are contemplated by paragraph (c) will constitute “Obligations” for all purposes of this Section 10.21 that will assure that such Revolving Lender is not required the Loan Documents. Promptly following receipt of any Additional Borrower Agreement the Administrative Agent shall send a copy thereof 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 the principal of and interest on any Loans made to any Additional Each 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, hereby irrevocably appoints the Parent Borrower may, as the borrowing agent and attorney-in-fact for the Borrowers 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 Borrowers that such appointment has been revoked and that another Borrower has been appointed in such capacity. Each Borrower hereby irrevocably appoints and authorizes the Parent 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 Borrower and all other notices and instructions under this Agreement and (which shall promptly notify ii) to take such action as the relevant Lenders thereof), terminate Parent Borrower deems appropriate on its behalf to obtain Loans and to exercise such Subsidiary’s status other powers as an “Additional Borrower”are reasonably incidental thereto to carry out the purposes of this Agreement.
(c) In order Each of the Borrowers, jointly and severally, hereby irrevocably and unconditionally accepts, not merely as a surety but also as a co-debtor, joint and several liability with the other Borrowers, with respect to accommodate the prompt payment and performance in full when due of all of the Obligations (i) whether at stated maturity, as a mandatory pre-payment, by acceleration, as a mandatory Cash Collateralization or otherwise), it being the addition intention of a Subsidiary the parties hereto that all of the Obligations shall be the joint and several obligations of each of the Borrowers without preferences or distinction among them. If and to the extent that any of the Borrowers shall fail to make any payment with respect to any of the Obligations as an Additional Borrower and when due or (ii) extensions to perform any of credit to an Additional Borrowerthe Obligations in accordance with the terms thereof, then in each casesuch event, where one or more Revolving Lenders are legally able and willing to lend Revolving Loans the other Borrowers will make such payment with respect to, and participate in Letters of Credit issued for the account ofor perform, such Subsidiary, but other Revolving Lenders are not so able and willing, the Administrative Agent shall be permitted, with the consent Obligation. The Obligations of each of the Parent Borrower and the Required Lenders, to effect such changes to Borrowers under the provisions of this Agreement as it reasonably believes are appropriate in order for Section 1.08(c) constitute the absolute and unconditional, full recourse Obligations of each of the Borrowers, enforceable against each such provisions Person to operate in a customary and usual manner for “multiple-currency” syndicated lending agreements to a corporation and certain the full extent of its foreign subsidiariesproperties and assets, all with irrespective of the intention validity, regularity or enforceability of providing provisions for the Revolving Lenders who are so able and willing to extend credit to such Subsidiaries and for this Agreement, the other Revolving Lenders not to be required to do so. Prior to effecting Loan Documents or any such changes, the Administrative Agent shall give all Revolving Lenders at least five Business Days’ notice thereof and an opportunity to comment thereonother circumstances whatsoever.
Appears in 1 contract
Sources: Credit Agreement (PGT, 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 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 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 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 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”), 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, 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 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 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 and each Bank, contain language amending this Agreement to provide for a different Permitted Asset Coverage Ratio with respect to such Additional Borrower. Notwithstanding the above paragraph, the Banks hereby agree that, at any time within ninety (90) days after the Effective Date and without further consent of the Banks, each investment company (or series thereof) identified on Schedule 8.7 hereto may be added as a Borrower under this Agreement, provided that, as to such investment company (or series thereof), (i) all of the requirements (other than the further consent of the Banks) of this Section 8.7 have been met, (ii) unless consented to by the Required Banks, the final Prospectus and SAI (if applicable) of such investment company (or series thereof) shall be, (x) as to the fundamental investment objectives, policies or restrictions, identical to, and, (y) otherwise, substantially similar to, the draft or preliminary versions of the Prospectus and SAI (if applicable) delivered to the Banks prior to the Effective Date and (iii) the Joinder delivered in connection therewith identifies each Custodian for such Borrower (which identification shall be deemed to amend Schedule 5.20 hereto with such information) and designates any Borrower so identified on Schedule 8.7 as a Designated Coverage Borrower. 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 1 contract
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 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 of 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 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”), 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, 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 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 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 and each Bank, contain language amending this Agreement to provide for a different Permitted Asset Coverage Ratio with respect to such Additional Borrower. Notwithstanding the above paragraph, the Banks hereby agree that, at any time within ninety (90) 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 (i) all of the requirements (other than the further consent of the Banks) of this Section 8.7 have been met and (ii) the Joinder delivered in connection therewith identifies each Custodian for such Borrower (which identification shall be deemed to amend Schedule 5.20 hereto with such information) and designates any Borrower so identified on Schedule 8.7 as a Designated Coverage Borrower. 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 1 contract
Sources: Credit Agreement (BlackRock Variable Series Funds II, 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 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 Additionaladditional 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 iswould 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 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 “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 in respect of the Borrowers on the Restatement Effective 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 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 time, Subject to compliance with the prior consent provisions of the Administrative Agent paragraphs 23.1(b) and (such consent not to be unreasonably withheld or delayedc) (“Know your customer” checks), add as the Company may request that any of its wholly owned Subsidiaries, any Permitted Affiliate Parent or wholly owned Subsidiary of any Permitted Affiliate Parent becomes a party to this Agreement any Wholly Owned Borrower under the Facilities. That Subsidiary to be an Additional Borrower. Upon satisfaction of the conditions specified in Section 5.3, such Subsidiary or Permitted Affiliate Parent shall for all purposes be become 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 if:
(limited to, i) with respect to any a Subsidiary or Permitted Affiliate Parent incorporated, established or organised under the laws of a Specified Jurisdiction, (x) the Majority Lenders approve the addition of that Subsidiary or Permitted Affiliate Parent, acting reasonably or (y) all Additional Facility Lenders under the applicable Additional Facility approve the addition of such Subsidiary or Permitted Affiliate Parent becoming a Borrower; provided that such Subsidiary or Permitted Affiliate Parent shall only be a Borrower for the purposes of the applicable Additional Facility;
(ii) with respect to a Subsidiary or Permitted Affiliate Parent that is incorporated, established or organised under the laws of a Foreign Subsidiaryjurisdiction other than a Specified Jurisdiction, (x) all the Obligations Lenders approve the addition of Foreign Loan Parties). The Administrative Agent that Subsidiary or Permitted Affiliate Parent, acting reasonably or (y) all Additional Facility Lenders under the applicable Additional Facility approve the addition of such Subsidiary or Permitted Affiliate Parent becoming a Borrower; provided that such Subsidiary or Permitted Affiliate Parent 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 only be a Borrower for the account ofpurposes of the applicable Additional Facility;
(iii) in relation to paragraph (i) and (ii) above, to the relevant Subsidiaryextent the jurisdiction of any Additional Borrower will have the result of placing the Finance Parties in a worse position in relation to their rights under Clause 16 (Tax Gross up and Indemnities), shall withhold such consent (which shall not be deemed to have been unreasonably withheld) or shall give such consent only upon effecting changes amendments are made to the provisions of this Agreement Clause 16 (Tax Gross up and Indemnities) which are necessary to ensure that each Finance Party will be placed in the same position in relation to Obligors as are contemplated by paragraph it was before the accession of that Borrower;
(civ) the Company and that Subsidiary or Permitted Affiliate Parent deliver to the Facility Agent a duly completed and executed Obligor Accession Agreement;
(v) the Subsidiary or Permitted Affiliate Parent is (or becomes) a Guarantor prior to becoming a Borrower;
(vi) the Company confirms that no Default is continuing or would occur as a result of this Section 10.21 that will assure Subsidiary or Permitted Affiliate Parent becoming an Additional Borrower; and
(vii) the Facility Agent has received all of the documents and other evidence listed in Part 2 of Schedule 2 (Conditions Precedent—Conditions Precedent to Initial Utilisation) in relation to 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 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 Company and the Required Lenders, Lenders promptly upon being satisfied that it has received (in form and substance satisfactory to effect such changes it) all the documents and other evidence listed in Part 2 of Schedule 2 (Conditions Precedent—Conditions Precedent 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 thereonInitial Utilisation).
Appears in 1 contract
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 botheach 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 and, 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 1 contract
Sources: Credit Agreement (ACCO BRANDS 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 an Additional 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 1 contract
Additional Borrowers. (a) The 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, the Parent 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 Administrative Agent of a Notice of Additional Borrower as fully as if it had executed and delivered this Agreement, and the Borrowers follows:
(i) such Subsidiary shall be jointly deemed a "Borrower" hereunder and severally liable for under the Obligations (limited toLoan Documents upon confirmation from the Administrative Agent of receipt of, in form and substance satisfactory to the Administrative Agent, joinder and any other documentation reasonably requested by the Administrative 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, 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 through the Administrative Agent within five Business Days that it is not permitted and written opinions of the Loan Parties' counsel;
(ii) such Additional Borrower shall deliver the documents required 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 Section 6.12 with respect thereto; and
(which shall not be deemed to have been unreasonably withheldiii) or shall give such consent only upon effecting changes as a condition to the provisions effectiveness of this Agreement as are contemplated by paragraph (c) any joinder 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 ofany Additional Borrower, such SubsidiaryAdditional Borrower shall deliver all documentation and other information reasonably requested in writing by and acceptable to the Administrative Agent and each Lender to satisfy requirements under the Administrative Agent's and such Lender's applicable "know your customer" and anti‑money laundering rules and regulations, including the Act.
(b) So long Any Additional Borrower shall continue to be a Borrower under this Agreement until the Parent Borrower delivers a Borrower Termination Notice with respect to such Subsidiary to the Administrative Agent, whereupon such Subsidiary shall cease to be a Borrower hereunder; provided that no Borrower Termination Notice will become effective as the principal of and interest on any Loans made to any Additional Borrower under this Agreement until a new Borrowing Base Certificate reflecting the removal of Additional Borrower has been delivered to the Administrative Agent, all Loans made to such Additional Borrower shall have been paid in full and repaid, 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 ofof such Additional Borrower have been drawn in full or have expired or have been Cash Collateralized and all amounts payable by such Additional Borrower in respect of L/C Borrowings, such Subsidiaryinterest and/or fees (and, but other Revolving Lenders are not so able and willing, to the extent notified by the Administrative Agent Agent, any L/C Issuer 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 permitted, with effective to terminate the consent right of such Additional Borrower to request or receive further Credit Extensions under this Agreement and (ii) no Borrower Termination Notice shall be effective if there is only one Borrower prior to delivery 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 thereonTermination Notice.
Appears in 1 contract
Sources: Asset Based Revolving Credit Agreement (Vista Outdoor Inc.)
Additional Borrowers. (a) The Parent Borrower may at any timemust, with by giving not less than 10 Business Day’s prior notice to the prior consent of Facility Agent, notify the Administrative Facility Agent (such consent not which must promptly notify the Lenders) of its intention to be unreasonably withheld request one of its wholly-owned (directly or delayed), add as a party indirectly) Subsidiaries to this Agreement any Wholly Owned Subsidiary to be become an Additional Borrower. Upon satisfaction Any Additional Borrower must be an incorporated in a member country of the conditions specified in Section 5.3, such Subsidiary shall Organisation for all purposes be a party hereto as an Additional Borrower as fully as if it had executed Economic Co-operation 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 SubsidiaryDevelopment.
(b) So long as If the principal accession of and interest on any Loans made to any an Additional Borrower under this Agreement shall have been paid requires any Finance Party to carry out know your customer requirements in full and all other obligations of such Additional Borrower under this Agreement (other than contingent indemnification obligations) shall have been fully performedcircumstances where the necessary information is not already available to it, the Parent Borrower maymust promptly on request by any Finance Party supply to that Finance Party any documentation or other evidence which is reasonably requested by that Finance Party (whether for itself, by not less than five Business Days’ prior notice on behalf of any Finance Party or any prospective new Lender) to enable a Finance Party or prospective new Lender to carry out and be satisfied with the Administrative Agent (which shall promptly notify the relevant Lenders thereof), terminate such Subsidiary’s status as an “Additional Borrower”results of all applicable know your customer requirements.
(c) In order If one of the wholly-owned Subsidiaries of the Parent is to accommodate (i) the addition of a Subsidiary as an Additional Borrower or (ii) extensions of credit to become an Additional Borrower, then the Parent must (following consultation with the Facility Agent) deliver to the Facility Agent the relevant documents and evidence listed in each casePart 2 of Schedule 2 (Conditions Precedent Documents), where one or more Revolving in form and substance satisfactory to the Facility Agent.
(d) The prior consent of all the Lenders are legally able is required unless the Additional Borrower is incorporated and willing has its main centre of interest in a jurisdiction in which an existing Borrower is incorporated.
(e) The relevant Subsidiary will, subject to lend Revolving Loans toparagraph (d) above, become an Additional Borrower when the Finance Parties have received all of the documents and evidence referred to in paragraph (b) above, and participate the Facility Agent notifies the other Finance Parties and the Parent that it has received all of the documents and evidence referred to in Letters paragraph (c) above, in form and substance satisfactory to them. The Facility Agent must give this notification as soon as reasonably practicable.
(f) Delivery of Credit issued for an Accession Agreement, executed by the account ofrelevant Subsidiary and the Parent, such Subsidiary, but other Revolving Lenders are not so able to the Facility Agent constitutes confirmation by that Subsidiary and willing, the Administrative Agent shall be permitted, Parent that the representations set out in Clause 18 (Representations and Warranties) (with the consent exception of the Parent Borrower Clause 18.23 (Material adverse change) are then correct, and the Required Lenders, to effect that no Event of Default or potential Event of Default is continuing or would occur as a result of 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 Subsidiary becoming an opportunity to comment thereonAdditional Borrower.
Appears in 1 contract
Sources: Facilities Agreement (Autoliv Inc)
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 to any event within five Domestic Business Days of receipt of such notice from the Lead Borrower or the Administrative Agent, for an Additional Borrower that is organized under this Agreement shall have been paid the laws of a jurisdiction other than of the United States of America, or a political subdivision thereof, of Ireland 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 or with Persons in full and all other obligations the jurisdiction of such Additional Borrower under this Agreement directly or through an Affiliate of such Bank (other than contingent indemnification obligations) a “Protesting Bank”), as provided in Section 2.4(a), shall have been fully performed, so notify the Parent Lead Borrower may, by not less than five Business Days’ prior notice to and the Administrative Agent in writing. With respect to each Protesting Bank, the Lead Borrower shall, effective on or before the date that such Additional Borrower shall have the right to borrow hereunder, either (which shall promptly 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 1 contract
Additional Borrowers. (au) The 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, the Parent Borrower may at elect that any time, with the prior consent of wholly-owned Domestic Subsidiary (other than an Excluded Subsidiary) that is a Loan Party to be added as a Borrower hereunder by delivery to the Administrative Agent of a Notice of Additional Borrower as follows:
(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, i) such Subsidiary shall for all purposes be deemed a party hereto as an Additional Borrower as fully as if it had executed “Borrower” hereunder and delivered this Agreementunder the Loan Documents upon confirmation from the Administrative Agent of receipt of, in form and substance satisfactory to the Borrowers shall be jointly Administrative Agent, joinder and severally liable for any other documentation reasonably requested by the Obligations (limited to, Administrative 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, 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 through the Administrative Agent within five Business Days and written opinions of the Loan Parties’ counsel;
(ii) such additional Borrower shall deliver (x) the documents required by Section 5.12 with respect thereto and (y) to the extent applicable, a Beneficial Ownership Certification with respect to such Subsidiary that it is not permitted qualifies as a “legal entity customer” under the Beneficial Ownership Regulation to the extent requested by applicable Requirements of Law the Administrative Agent or any of its organizational policies to make Revolving Loans toLender, 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 reasonably satisfactory to the provisions Administrative Agent and any such Lender; and
(iii) as a condition to the effectiveness of this Agreement as are contemplated by paragraph (c) any joinder 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 ofany additional Borrower, such SubsidiaryBorrower shall deliver all documentation and other information reasonably requested in writing by and acceptable to the Administrative Agent and each Lender to satisfy requirements under the Administrative Agent’s and such Lender’s applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act.
(bv) So long as the principal of and interest on any Loans made Any additional Borrower shall continue to any Additional be a Borrower under this Agreement until the Parent Borrower delivers a Borrower Termination Notice with respect to such Subsidiary to the Administrative 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 (i) a new Formula Certificate, certified by a Responsible officer of the Parent Borrower, reflecting the removal of such additional Borrower has been delivered to the Administrative Agent, and (ii) all Loans made to such additional Borrower shall have been paid in full repaid and all interest and/or fees (and, to the extent notified by the Administrative Agent, any other obligations of such Additional Borrower amounts payable under this Agreement (other than contingent indemnification obligationsby such additional Borrower) shall have been fully performedPaid in Full; provided, the Parent further, that no 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 Termination Notice shall be permitted, with the consent effective if there is only one Borrower prior to delivery 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 thereonTermination Notice.
Appears in 1 contract
Additional Borrowers. (a) The Notwithstanding anything in Section 10.12 to the contrary, following the Closing Date, the Parent Borrower may at any time, with request that one or more of its Restricted Subsidiaries that is a wholly-owned Domestic Subsidiary be added as an additional Borrower under the prior consent of Revolving 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, which Additional Borrower Agreement may be accepted or rejected by the Required Lenders. 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) five (5) 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 Agreement and any other document required to be delivered this Agreement, pursuant to Section 4.03 and (ii) 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 any Revolving Lender notifies 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 the Lenders or the Administrative Agent within five (5) Business Days of the date of receipt of such documentation and other information; provided that (a) each Additional Borrower shall also be a Guarantor and (b) the Administrative Agent shall have confirmed that neither it is not permitted nor any Lender shall be materially adversely affected by applicable Requirements the addition of Law or such Additional Borrower. Any obligations in respect of borrowings by 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 Borrower under this Agreement as are contemplated by paragraph (c) will constitute “Obligations” for all purposes of this Section 10.21 that will assure that such Revolving Lender is not required the Loan Documents. Promptly following receipt of any Additional Borrower Agreement the Administrative Agent shall send a copy thereof 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 the principal of and interest on any Loans made to any Additional Each 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, hereby irrevocably appoints the Parent Borrower may, as the borrowing agent and attorney-in-fact for the Borrowers 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’ all of the Borrowers that such appointment has been revoked and that another Borrower has been appointed in such capacity. Such 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 Borrowers that such appointment has been revoked and that another Borrower has been appointed in such capacity. The Parent Borrower hereby agrees to act as the borrowing agent and attorney-in-fact for the Borrowers. Each Borrower hereby irrevocably appoints and authorizes the Parent 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 Borrower and all other notices and instructions under this Agreement and (which 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. None of the Lenders or their respective officers, directors, agents or employees shall promptly notify be liable to the relevant Parent Borrower or any Borrower for any action taken or omitted to be taken by the Parent Borrower or the Borrowers pursuant to this Section 1.11. The Borrowers hereby empower and authorize the Parent Borrower, on behalf of the Borrowers, to execute and deliver to the Lenders thereof)the Loan Documents and all related agreements, terminate certificates, documents, or instruments as shall be necessary or appropriate to effect the purposes of the Loan Documents, including any Compliance Certificate hereunder. Each Borrower agrees that any action taken by the Parent Borrower or the Borrowers in accordance with the terms of this Agreement or the other Loan Documents, and the exercise by the Parent Borrower of its powers set forth therein or herein, together with such Subsidiary’s status as an “Additional Borrower”other powers that are reasonably incidental thereto, shall be binding upon all of the Borrowers.
(c) In order Each of the Borrowers, jointly and severally, hereby irrevocably and unconditionally accepts, not merely as a surety but also as a co-debtor, joint and several liability with the other Borrowers, with respect to accommodate the prompt payment and performance in full when due of all of the Obligations (i) whether at stated maturity, as a mandatory pre-payment, by acceleration, as a mandatory Cash Collateralization or otherwise), it being the addition intention of a Subsidiary the parties hereto that all of the Obligations shall be the joint and several obligations of each of the Borrowers without preferences or distinction among them. If and to the extent that any of the Borrowers shall fail to make any payment with respect to any of the Obligations as an Additional Borrower and when due or (ii) extensions to perform any of credit to an Additional Borrowerthe Obligations in accordance with the terms thereof, then in each casesuch event, where one or more Revolving Lenders are legally able and willing to lend Revolving Loans the other Borrowers will make such payment with respect to, and participate in Letters of Credit issued for the account ofor perform, such Subsidiary, but other Revolving Lenders are not so able and willing, the Administrative Agent shall be permitted, with the consent Obligation. The Obligations of each of the Parent Borrower and the Required Lenders, to effect such changes to Borrowers under the provisions of this Agreement as it reasonably believes are appropriate in order for Section 1.11(c) constitute the absolute and unconditional, full recourse Obligations of each of the Borrowers, enforceable against each such provisions Person to operate in a customary and usual manner for “multiple-currency” syndicated lending agreements to a corporation and certain the full extent of its foreign subsidiariesproperties and assets, all with irrespective of the intention validity, regularity or enforceability of providing provisions for the Revolving Lenders who are so able and willing to extend credit to such Subsidiaries and for this Agreement, the other Revolving Lenders not to be required to do so. Prior to effecting Loan Documents or any such changes, the Administrative Agent shall give all Revolving Lenders at least five Business Days’ notice thereof and an opportunity to comment thereonother circumstances whatsoever.
Appears in 1 contract
Sources: Credit Agreement (PGT, 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 or a French 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 or the French 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) 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 or France 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 or French 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 Parent Borrower may at any time, Subject to compliance with the prior consent provisions of the Administrative Agent Clauses 23.1(b) and (such consent not to be unreasonably withheld or delayedc) (“Know your customer” checks), add as the Company may request that any of its wholly owned Subsidiaries, any Permitted Affiliate Parent or any wholly owned Subsidiary of any Permitted Affiliate Parent becomes a party to this Agreement any Wholly Owned Borrower under a Facility. That Subsidiary to be an Additional Borrower. Upon satisfaction of the conditions specified in Section 5.3, such Subsidiary or Permitted Affiliate Parent shall for all purposes be become 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 if:
(limited to, i) with respect to any a Subsidiary or Permitted Affiliate Parent incorporated, established or organised under the laws of a Specified Jurisdiction, (x) the Majority Lenders approve the addition of that Subsidiary or Permitted Affiliate Parent, acting reasonably or (y) all Additional Facility Lenders under the applicable Additional Facility approve the addition of such Subsidiary or Permitted Affiliate Parent becoming a Borrower; provided that such Subsidiary or Permitted Affiliate Parent shall only be a Borrower for the purposes of the applicable Additional Facility;
(ii) with respect to a Subsidiary or Permitted Affiliate Parent that is incorporated, established or organised under the laws of a Foreign Subsidiaryjurisdiction other than a Specified Jurisdiction, (x) all the Obligations Lenders approve the addition of Foreign Loan Parties). The Administrative Agent that Subsidiary or Permitted Affiliate Parent, acting reasonably or (y) all Additional Facility Lenders under the applicable Additional Facility approve the addition of such Subsidiary or Permitted Affiliate Parent becoming a Borrower; provided that such Subsidiary or Permitted Affiliate Parent 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 only be a Borrower for the account ofpurposes of the applicable Additional Facility;
(iii) in relation to paragraph (i) and (ii) above, to the relevant Subsidiaryextent the jurisdiction of any Additional Borrower will have the result of placing the Finance Parties in a worse position in relation to their rights under Clause 16 (Tax Gross up and Indemnities), shall withhold such consent (which shall not be deemed to have been unreasonably withheld) or shall give such consent only upon effecting changes amendments are made to the provisions of this Agreement Clause 16 (Tax Gross up and Indemnities) which are necessary to ensure that each Finance Party will be placed in the same position in relation to Obligors as are contemplated by paragraph it was before the accession of that Borrower;
(civ) the Company and that Subsidiary or Permitted Affiliate Parent deliver to the Facility Agent a duly completed and executed Obligor Accession Agreement;
(v) the Subsidiary or Permitted Affiliate Parent is (or becomes) a Guarantor prior to (or at the same time as) becoming a Borrower; and
(vi) the Facility Agent has received all of this Section 10.21 the documents and other evidence listed in Part 2 of Schedule 2 (Conditions Precedent – Conditions Precedent to Initial Utilisation) 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 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 Company and the Required Lenders, Lenders promptly upon being satisfied that it has received (in form and substance satisfactory to effect such changes it) all the documents and other evidence listed in Part 2 of Schedule 2 (Conditions Precedent - Conditions Precedent 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 thereonInitial Utilisation).
Appears in 1 contract
Sources: Amendment and Restatement Agreement (Liberty Global PLC)
Additional Borrowers. (a) The Parent Borrower Company may at any time, with upon not less than 15 Business Days’ notice from the prior consent of Company 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 1 contract
Additional Borrowers. (a) The Parent Notwithstanding anything in Section 11.07 to the contrary, following the Closing 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.
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Additional Borrowers. ▇▇▇▇▇▇▇ may at any time after the Fifth A&R Effective 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 the Revolving Credit Commitments, any Incremental Term Loans, any Revolving Commitment Increase, Extended Term Loans, Extended Revolving Credit Commitment, New Revolving Credit Commitment, Revolver Replacement Term Loans, Replacement Revolving Credit Facility 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 Borrower may at any time, with the prior consent of 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) ▇▇▇▇▇▇▇ shall have delivered to each Lender which requests the same information with respect to such consent not 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 be unreasonably withheld or delayedthe limitations and exclusions set forth in Section 6.11, which shall apply to any such pledge), add as such Supplemental Subsidiary Borrower shall be a Borrower and a party to this Agreement 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 Wholly Owned 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 an Additional Borrower. Upon satisfaction of a Borrower hereunder at such time as no Loans, fees or any other amounts due in connection therewith pursuant to 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 terms hereof 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 outstanding 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 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 Supplemental 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 no Letters of Credit issued for the account of, of such Subsidiary, but Supplemental Subsidiary Borrower shall be outstanding and such Supplemental Subsidiary Borrower and ▇▇▇▇▇▇▇ 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 Revolving Lenders are not so able and willingAgents or Lenders, the Administrative Agent shall and ▇▇▇▇▇▇▇ may effect such amendments to this Agreement and the other Loan Documents as may be permittednecessary or appropriate, with in the consent reasonable opinion of the Parent Borrower Administrative Agent and the Required Lenders▇▇▇▇▇▇▇, to effect such changes to the provisions of this Agreement as Section 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 reasonably believes are appropriate in order for such provisions to operate in is not 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.
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