Common use of Additional Borrowers Clause in Contracts

Additional Borrowers. Subject to any applicable limitations set forth in the other Loan Documents and notwithstanding anything to the contrary herein, upon the request of the Parent Borrower from time to time, any direct or indirect Wholly Owned Subsidiary that is a Domestic Subsidiary may become a Borrower hereunder, effective upon the execution and delivery to the Administrative Agent (a) by such Subsidiary, of (i) an instrument of accession or joinder and amendments or joinders to any outstanding Notes issued under Section 2.11 and (ii) any other Collateral Documents and other documents that such Domestic Subsidiary would be required to deliver pursuant to Section 6.13 if it were becoming a guarantor (with such modifications thereto as are reasonably necessary to accommodate such Subsidiary becoming a Borrower and not a guarantor), and (b) by Holdings and each Subsidiary Guarantor, reaffirmations from each of their respective Guaranties under the Loan Documents.

Appears in 8 contracts

Sources: Abl Credit Agreement (Steinway Musical Instruments Holdings, Inc.), Abl Credit Agreement (Steinway Musical Instruments Holdings, Inc.), Abl Credit Agreement (Steinway Musical Instruments Holdings, Inc.)

Additional Borrowers. Subject to any applicable limitations set forth in the other Loan Documents and notwithstanding anything to the contrary herein, upon the request of the Parent Borrower Company from time to time, any direct or indirect Wholly Owned Subsidiary that is a Domestic Subsidiary may become a Borrower hereunder, effective upon the execution and delivery to the Administrative Agent (a) by such Subsidiary, of (i) an instrument of accession or joinder a Borrower Accession Agreement and amendments or joinders to any outstanding Notes issued under Section 2.11 2.09(e) and (ii) any other Collateral Security Documents and other documents that such Domestic Subsidiary would be required to deliver pursuant to Section 6.13 the Collateral and Guarantee Requirement if it were becoming a guarantor (with such modifications thereto as are reasonably necessary to accommodate such Subsidiary becoming a Borrower and not a guarantor), and (b) by Holdings the Holdcos, the Company and each Subsidiary GuarantorLoan Party, reaffirmations from each of their respective Guaranties Guarantees and their grants under the Loan Documents.

Appears in 2 contracts

Sources: Abl Credit Agreement (Constellium Holdco B.V.), Abl Credit Agreement (Constellium Holdco B.V.)

Additional Borrowers. Subject to any applicable limitations set forth in the other Loan Documents and notwithstanding anything to the contrary herein, upon the request of the Parent Borrower Company from time to time, any direct or indirect Wholly Owned Subsidiary that is a Domestic Subsidiary may become a Borrower hereunder, effective upon the execution and delivery to the Administrative Agent (a) by such Subsidiary, of (i) an instrument of accession or joinder a Borrower Accession Agreement and amendments or joinders to any outstanding Notes issued under Section 2.11 2.09(e) and (ii) any other Collateral Security Documents and other documents that such Domestic Subsidiary would be required to deliver pursuant to Section 6.13 the Collateral and Guarantee Requirement if it were becoming a guarantor (with such modifications thereto as are reasonably necessary to accommodate such Subsidiary becoming a Borrower and not a guarantor), and (b) by Holdings Holdings, the Company and each Subsidiary GuarantorLoan Party, reaffirmations from each of their respective Guaranties Guarantees under the Loan Documents.

Appears in 1 contract

Sources: Abl Credit Agreement (Noranda Aluminum Holding CORP)