Additional Obligors. (a) The Company shall procure that any person required under Subclause 23.31 (Guarantees) to become an Additional Guarantor, or a person who wishes to become an Additional Guarantor or an Additional Borrower, must: (i) execute and deliver to the Facility Agent an Accession Deed (duly executed by the Company on behalf of all existing Borrowers and Guarantors); (ii) deliver to the Facility Agent each of the documents and evidence listed in Part III of Schedule 2 (Conditions Precedent Documents); (iii) deliver to the Facility Agent such other reports, opinions and documents (if any) as the Facility Agent may reasonably require in respect of the Additional Guarantor or Additional Borrower, each in form and substance satisfactory to the Facility Agent; (iv) accede to the Priority Agreement as an Obligor in the manner required pursuant to the Priority Agreement; and (v) comply with the other requirements of this Subclause 23.33. (b) The relevant Subsidiary will become an Additional Obligor on the date of the Accession Deed executed by it. (c) Subject to the other provisions of this Agreement, the Company must comply with its obligations under paragraph (a): (i) within fourteen days of the relevant person becoming a Material Subsidiary; or (ii) if the relevant person is an Additional Borrower, before the Additional Borrower may use any Facility. (d) The prior consent of all the Lenders (not to be unreasonably withheld) is required if an Additional Obligor is to be an Additional Borrower (except in respect of an Additional Borrower which is a limited liability company and which is a wholly-owned Subsidiary (directly or indirectly) of the Company and is incorporated and tax resident in a Pre-approved Jurisdiction, to the extent the Additional Borrower will be a Borrower under the Revolving Credit Facility or the Restructuring Loan Facility. It shall not be unreasonable for a Lender to withhold or delay its consent if the Additional Borrower is domiciled in a jurisdiction which would cause the Lender to breach any law or regulation or any internal rule or policy of such Lender. (e) The Lenders may impose such limitations on the ability of an Additional Borrower to borrow under any Facility as they deem reasonably necessary. (f) In the case of an Additional Borrower, until the Facility Agent notifies the other Finance Parties and the Company that those documents and evidence are in form and substance satisfactory to it (acting reasonably), that Additional Borrower may not use any Facility. 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).
Appears in 2 contracts
Sources: Senior Credit Facility (Smurfit Kappa Funding PLC), Senior Credit Facility (Smurfit Kappa Acquisitions)
Additional Obligors. (a) The Company Subject to compliance with the provisions of paragraphs (b) and (c) of Clause 26.6 (“Know your customer” checks), the Parent may request that any of its wholly owned Subsidiaries become a Guarantor or a Borrower (each an “Additional Obligor”).
(b) Subject always to the provisions of Clause 28.24 (Guarantor Threshold Test and Additional Guarantors), the Parent shall procure that any person required under Subclause 23.31 (Guarantees) to become an Additional Guarantor, or a person who wishes to become an Additional Guarantor or an Additional Borrower, mustthat:
(i) execute within ten (10) Business Days following completion of the Italian Reorganisation, Italian Holdco will accede to this Agreement as an Additional Borrower and deliver an Additional Guarantor;
(ii) within ten (10) Business Days following completion of the Holdco Merger, Holdco will accede to this Agreement as an Additional Borrower and an Additional Guarantor;
(iii) within ten (10) Business Days following completion of the Facility Target Merger, Target will accede to this Agreement as an Additional Borrower and an Additional Guarantor; and
(iv) from time to time thereafter, each member of the Group required to comply with Clause 28.24 (Guarantor Threshold Test and Additional Guarantors) will accede to this Agreement as an Additional Guarantor, in each case subject to delivery of the documentation referred to in paragraph (c) (iii) below
(c) A member of the Group which is a wholly owned Subsidiary of the Parent shall become an Additional Obligor if:
(i) other than with respect to those Additional Obligors set out in subparagraphs (i), (ii) and (iii) of paragraph (b) above, (A) all Lenders (in the case of a proposed Additional Borrower) have approved that member of the Group becoming an Additional Borrower or (B) the Majority Lenders (in the case of a proposed Additional Guarantor) have approved that member of the Group becoming an Additional Guarantor; provided that the approval of the Majority Lenders shall not be required, and the Agent may approve such member of the Group becoming an Accession Deed Additional Guarantor without receiving any instructions from the Majority Lenders, if any proposed Additional Guarantor (duly executed by 1) is incorporated, organised or formed under the Company on behalf laws of all existing Borrowers the United States or any state thereof (including the District of Columbia), England and Wales, a member state of the European Union or the European Economic Area or Canada or any province or territory thereof or (2) is becoming an Additional Guarantor in connection with the Parent’s compliance with Clause 28.24 (Guarantor Threshold Test and Additional Guarantors);
(ii) the Parent and the proposed Additional Obligor deliver to the Facility Agent each a duly completed and executed Accession Letter; and
(iii) the Agent has received all of the documents and other evidence listed in Part III II of Schedule 2 (Conditions Precedent Documents);
(iiiPrecedent) deliver in relation to the Facility Agent such other reports, opinions and documents (if any) as the Facility Agent may reasonably require in respect of the proposed Additional Guarantor or Additional BorrowerObligor, each in form and substance satisfactory to the Facility Agent;
(iv) accede to the Priority Agreement as an Obligor in the manner required pursuant to the Priority Agreement; and
(v) comply with the other requirements of this Subclause 23.33.
(b) The relevant Subsidiary will become an Additional Obligor on the date of the Accession Deed executed by it.
(c) Subject to the other provisions of this Agreement, the Company must comply with its obligations under paragraph (a):
(i) within fourteen days of the relevant person becoming a Material Subsidiary; or
(ii) if the relevant person is an Additional Borrower, before the Additional Borrower may use any Facility.
(d) The prior consent of all the Lenders (not to be unreasonably withheld) is required if an Additional Obligor is to be an Additional Borrower (except in respect of an Additional Borrower which is a limited liability company and which is a wholly-owned Subsidiary (directly or indirectly) of the Company and is incorporated and tax resident in a Pre-approved Jurisdiction, to the extent the Additional Borrower will be a Borrower under the Revolving Credit Facility or the Restructuring Loan Facility. It shall not be unreasonable for a Lender to withhold or delay its consent if the Additional Borrower is domiciled in a jurisdiction which would cause the Lender to breach any law or regulation or any internal rule or policy of such Lender.
(e) The Lenders may impose such limitations on the ability of an Additional Borrower to borrow under any Facility as they deem reasonably necessary.
(f) In the case of an Additional BorrowerBorrower under Revolving Facility B or an Additional Guarantor incorporated in Italy, until the Facility Parties have agreed to make an appropriate increase to the guarantee limitation set out in Clause 24.12 (Guarantee limitations applicable to GTECH as Parent) or Clause 24.14 (Italian guarantee limitations).
(e) Notwithstanding anything else in this Agreement, no Subsidiary of the Parent may become or remain a Borrower at any time unless, at that time, it is also a Guarantor.
(f) The Agent notifies shall notify the other Finance Parties Parent and the Company Lenders promptly upon being satisfied that those documents and evidence are it has received (in form and substance satisfactory to it it) all the documents and other evidence listed in Part II of Schedule 2 (acting reasonablyConditions Precedent).
(g) Notwithstanding anything to the contrary in this Agreement, a Subsidiary of the Parent that Additional Borrower is a controlled foreign corporation (as such term is defined in Section 957 of the Code) may not use any Facility. The Facility Agent must give this notification as soon as reasonably practicable after receipt (and shall not be obligated to) become a Guarantor for purposes of such documents and evidence in form and substance satisfactory to it (acting reasonably)the Finance Documents.
Appears in 2 contracts
Sources: Loan Agreement (International Game Technology PLC), Loan Agreement (International Game Technology PLC)
Additional Obligors. (a) The Company Subject to compliance with the provisions of paragraphs (b) and (c) of Clause 26.6 (“Know your customer” checks), the Parent may request that any of its wholly owned Subsidiaries become a Guarantor or a Borrower (each an “Additional Obligor”).
(b) Subject always to the provisions of Clause 28.24 (Guarantor Threshold Test and Additional Guarantors), the Parent shall procure that any person required under Subclause 23.31 (Guarantees) to become an Additional Guarantor, or a person who wishes to become an Additional Guarantor or an Additional Borrower, mustthat:
(i) execute within ten (10) Business Days following completion of the Italian Reorganisation, Italian Holdco will accede to this Agreement as an Additional Borrower and deliver to the Facility Agent an Accession Deed (duly executed by the Company on behalf of all existing Borrowers and Guarantors)Additional Guarantor;
(ii) within ten (10) Business Days following completion of the Holdco Merger, Holdco will accede to this Agreement as an Additional Borrower and an Additional Guarantor;
(iii) within ten (10) Business Days following completion of the Target Merger, Target will accede to this Agreement as an Additional Borrower and an Additional Guarantor; and
(iv) from time to time thereafter, each member of the Group required to comply with Clause 28.24 (Guarantor Threshold Test and Additional Guarantors) will accede to this Agreement as an Additional Guarantor, in each case subject to delivery of the documentation referred to in paragraph (c)(iii) below
(c) A member of the Group which is a wholly owned Subsidiary of the Parent shall become an Additional Obligor if:
(i) other than with respect to those Additional Obligors set out at paragraph (b) above, all Lenders (in the case of a proposed Additional Borrower) or the Majority Lenders (in the case of a proposed Additional Guarantor) have approved that member of the Group;
(ii) the Parent and the proposed Additional Guarantor or the proposed Additional ▇▇▇▇▇▇▇▇ deliver to the Facility Agent each a duly completed and executed Accession Letter; and
(iii) the Agent has received all of the documents and other evidence listed in Part III II of Schedule 2 (Conditions Precedent Documents);
(iiiPrecedent) deliver in relation to the Facility Agent such other reports, opinions and documents (if any) as the Facility Agent may reasonably require in respect of the that Additional Guarantor or Additional BorrowerObligor, each in form and substance satisfactory to the Facility Agent;
(iv) accede to the Priority Agreement as an Obligor in the manner required pursuant to the Priority Agreement; and
(v) comply with the other requirements of this Subclause 23.33.
(b) The relevant Subsidiary will become an Additional Obligor on the date of the Accession Deed executed by it.
(c) Subject to the other provisions of this Agreement, the Company must comply with its obligations under paragraph (a):
(i) within fourteen days of the relevant person becoming a Material Subsidiary; or
(ii) if the relevant person is an Additional Borrower, before the Additional Borrower may use any Facility.
(d) The prior consent of all the Lenders (not to be unreasonably withheld) is required if an Additional Obligor is to be an Additional Borrower (except in respect of an Additional Borrower which is a limited liability company and which is a wholly-owned Subsidiary (directly or indirectly) of the Company and is incorporated and tax resident in a Pre-approved Jurisdiction, to the extent the Additional Borrower will be a Borrower under the Revolving Credit Facility or the Restructuring Loan Facility. It shall not be unreasonable for a Lender to withhold or delay its consent if the Additional Borrower is domiciled in a jurisdiction which would cause the Lender to breach any law or regulation or any internal rule or policy of such Lender.
(e) The Lenders may impose such limitations on the ability of an Additional Borrower to borrow under any Facility as they deem reasonably necessary.
(f) In the case of an Additional BorrowerBorrower under Revolving Facility B or an Additional Guarantor incorporated in Italy, until the Facility Parties have agreed to make an appropriate increase to the guarantee limitation set out in Clause 24.12 (Guarantee limitations applicable to GTECH as Parent) or Clause 24.14 (Italian guarantee limitations).
(e) Notwithstanding anything else in this Agreement, no Subsidiary of the Parent may become or remain a Borrower at any time unless, at that time, it is also a Guarantor.
(f) The Agent notifies shall notify the other Finance Parties Parent and the Company Lenders promptly upon being satisfied that those documents and evidence are it has received (in form and substance satisfactory to it it) all the documents and other evidence listed in Part II of Schedule 2 (acting reasonablyConditions Precedent).
(g) Notwithstanding anything to the contrary in this Agreement, a Subsidiary of the Parent that Additional Borrower is a controlled foreign corporation (as such term is defined in Section 957 of the Code) may not use any Facility. The Facility Agent must give this notification as soon as reasonably practicable after receipt (and shall not be obligated to) become a Guarantor for purposes of such documents and evidence in form and substance satisfactory to it (acting reasonably)the Finance Documents.
Appears in 1 contract
Additional Obligors. (a) The Company shall procure that any person required under Subclause 23.31 (Guarantees) to become an Additional Guarantor, or a person who wishes to become an Additional Guarantor or an Additional Borrower, must:
(i) execute will cause any Subsidiary of the Company, whether now owned or hereafter formed or acquired, that becomes a borrower, guarantor or other obligor under the LC Agreement or the Existing Financing Agreements, substantially concurrently, and deliver to the Facility Agent an Accession Deed (duly executed by the Company on behalf of all existing Borrowers and Guarantors);
(ii) deliver to the Facility Agent each may cause any Subsidiary of the Company to become a Subsidiary Guarantor (an “Additional Guarantor”) under the Subsidiary Guarantee Agreement by executing a joinder agreement to this Agreement in the form set out in Part 1 of Exhibit 9.10 (the “Joinder Agreement”) and in any such event the Company will cause such Subsidiary to deliver the relevant documents and evidence listed in Part III 2 of Schedule 2 (Conditions Precedent Documents);
(iii) deliver to the Facility Agent such other reports, opinions and documents (if any) as the Facility Agent may reasonably require in respect of the Additional Guarantor or Additional Borrower, each in form and substance satisfactory to the Facility Agent;
(iv) accede to the Priority Agreement as an Obligor in the manner required pursuant to the Priority Exhibit 9.10. UTi Worldwide Inc. Note Purchase Agreement; and
(v) comply with the other requirements of this Subclause 23.33.
(b) The relevant Subsidiary will become an Additional Obligor on As from the date of the Accession Deed executed by itJoinder Agreement, the relevant Subsidiary shall become an Obligor and Subsidiary Guarantor under this Agreement.
(c) Subject to the other provisions of this Agreement, the The Company must comply with its obligations under paragraph (a):agrees that:
(i) within fourteen 10 days following execution of the relevant person becoming a Material SubsidiaryJoinder Agreement it will provide at least one original and to each holder a copy of that Joinder Agreement (with evidence as to payment of any applicable stamp duty or similar tax); orand
(ii) if immediately on execution of any such Joinder Agreement it will provide to each holder a legal opinion (from legal counsel approved by the Required Holders acting reasonably) confirming (1) the due execution and delivery of such Joinder Agreement, and the validity and enforceability of the obligations of the relevant person is an Additional BorrowerSubsidiary Guarantor under such Joinder Agreement and this Agreement subject to such exceptions, before assumptions and qualifications as are substantially similar to those delivered with respect to the Additional Borrower may use any Facility.
(d) The prior consent of all the Lenders (not to be unreasonably withheld) is required if an Additional Obligor is to be an Additional Borrower (except in respect of an Additional Borrower which is a limited liability company and which is a wholly-owned Subsidiary (directly or indirectly) obligations of the Company Subsidiary Guarantors as of the date of Closing and is incorporated and tax resident (2) such other matters as the Required Holders may reasonably request so long as such opinions are substantially similar in a Pre-approved Jurisdiction, scope to the extent opinions delivered in connection with the Additional Borrower will be a Borrower under the Revolving Credit Facility or the Restructuring Loan Facility. It shall not be unreasonable for a Lender to withhold or delay its consent if the Additional Borrower is domiciled in a jurisdiction which would cause the Lender to breach any law or regulation or any internal rule or policy Closing of such Lender.
(e) The Lenders may impose such limitations on the ability of an Additional Borrower to borrow under any Facility as they deem reasonably necessary.
(f) In the case of an Additional Borrower, until the Facility Agent notifies the other Finance Parties and the Company that those documents and evidence are in form and substance satisfactory to it (acting reasonably), that Additional Borrower may not use any Facilitythis Agreement. The Facility Agent must give this notification Company shall cause such additional Subsidiary Guarantor to deliver such other closing showings as soon as may be reasonably practicable after receipt of such documents and evidence requested by the Required Holders substantially similar in form and substance satisfactory scope to it (acting reasonably)the closing showings delivered by the original Subsidiary Guarantors at the Closing.
Appears in 1 contract
Additional Obligors. (a) The Company shall procure cause each person that any person required under Subclause 23.31 shall, after the date of this Indenture, become a Subsidiary to immediately become a party to this Indenture (Guaranteesan "Additional Obligor") to become by executing and delivering an Additional Guarantor, or a person who wishes Obligor Joinder in substantially the form of Schedule 4.6 to become an Additional Guarantor or an Additional Borrower, must:
(i) execute this Indenture and deliver complying with the provisions of this Indenture applicable to the Facility Agent an Accession Deed (duly executed by Guarantor. Concurrent with the Company on behalf of all existing Borrowers execution and Guarantors);
(ii) deliver to the Facility Agent each of the documents and evidence listed in Part III of Schedule 2 (Conditions Precedent Documents);
(iii) deliver to the Facility Agent such other reports, opinions and documents (if any) as the Facility Agent may reasonably require in respect delivery of the Additional Guarantor or Obligor Joinder, the Additional BorrowerObligor shall deliver a supplement to Schedule 1.1(pp) setting out the Liens to which the property and/or assets of the Additional Obligor are then subject, each which supplement shall modify Schedule 1.1(pp) then in form effect. The Additional Obligor shall also deliver such authorizing resolutions, good standing certificates, incumbency certificates, financing statements and substance satisfactory other information and documentation as the Trustee may reasonably request. Upon delivery of the Additional Obligor Joinder to the Facility Agent;
(iv) accede Trustee, the Additional Obligor shall be and become a party to this Agreement with the same rights and obligations as the Guarantor, for all purposes hereof as fully and to the Priority Agreement same extent as if it were an original signatory hereto and shall be deemed to have made the representations, warranties and covenants set forth in this Indenture on the part of the Guarantor as of the date of execution and delivery of such Additional Obligor in the manner required Joinder and thereafter at any time that such representations and covenants must be restated pursuant to the Priority Agreement; and
(v) comply with the other requirements terms of this Subclause 23.33.
(b) The relevant Subsidiary will become an Additional Obligor on the date of the Accession Deed executed by it.
(c) Subject Indenture, and all references herein to the other provisions of this Agreement, the Company must comply with its obligations under paragraph (a):
(i) within fourteen days of the relevant person becoming a Material Subsidiary; or
(ii) if the relevant person is an "Obligors" shall be deemed to include each Additional Borrower, before the Additional Borrower may use any FacilityObligor.
(d) The prior consent of all the Lenders (not to be unreasonably withheld) is required if an Additional Obligor is to be an Additional Borrower (except in respect of an Additional Borrower which is a limited liability company and which is a wholly-owned Subsidiary (directly or indirectly) of the Company and is incorporated and tax resident in a Pre-approved Jurisdiction, to the extent the Additional Borrower will be a Borrower under the Revolving Credit Facility or the Restructuring Loan Facility. It shall not be unreasonable for a Lender to withhold or delay its consent if the Additional Borrower is domiciled in a jurisdiction which would cause the Lender to breach any law or regulation or any internal rule or policy of such Lender.
(e) The Lenders may impose such limitations on the ability of an Additional Borrower to borrow under any Facility as they deem reasonably necessary.
(f) In the case of an Additional Borrower, until the Facility Agent notifies the other Finance Parties and the Company that those documents and evidence are in form and substance satisfactory to it (acting reasonably), that Additional Borrower may not use any Facility. 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).
Appears in 1 contract
Sources: Trust Indenture (Security Devices International Inc.)
Additional Obligors. If at any time
(a) The Company shall procure the Borrower owns, establishes or acquires a Subsidiary that any person required under Subclause 23.31 is wholly owned by the Borrower directly or indirectly, or
(b) without limiting (a) above, the outstanding principal amount of the Loan is equal to or greater than Thirteen Million Dollars ($13,000,000.00) and the Parent directly or indirectly, owns, establishes or acquires a Subsidiary (other than the Borrower and its Subsidiaries) which carries on business in North America the same as, similar to or related to the Business (the “Parent Subsidiary Guarantees) to become an Additional Guarantor”), then the Borrower, or a person who wishes the Parent as applicable, shall immediately cause such Subsidiary to become an Additional Guarantor or an Additional Borrower, must:
(i) execute become an Obligor and deliver adopt this Agreement by delivering an agreement in the form of Schedule “D” (Agreement of New Obligor Supplement to Credit Agreement) so as to be bound by all of the Facility Agent terms applicable to Obligors as if it had executed this Agreement as an Accession Deed (duly executed by the Company on behalf of all existing Borrowers Obligor and Guarantors);
(ii) deliver to the Facility Agent each of the documents a guarantee and evidence listed in Part III of Schedule 2 (Conditions Precedent Documents);
(iii) deliver to the Facility Agent such indemnity and all other reportsSecurity, supporting resolutions, certificates and opinions and documents (if any) as the Facility Agent may reasonably require in respect of the Additional Guarantor or Additional Borrowersuch Subsidiary and Security, each in form and substance satisfactory to the Facility Agent;
(iv) accede to Lender, and comply in all other respects with Section 11. For the Priority Agreement as an Obligor in the manner required pursuant to the Priority Agreement; and
(v) comply with the other requirements of this Subclause 23.33.
(b) The relevant Subsidiary will become an Additional Obligor on the date of the Accession Deed executed by it.
(c) Subject to the other provisions purposes of this Agreement, “wholly-owned” shall include any Subsidiary that is wholly owned except for Equity Interests required by Applicable Law to be held by directors of the Company must comply Subsidiary. The Borrower or the Parent, as applicable, shall also deliver or cause the delivery of a pledge of all of the Equity Interests of the new Subsidiary as part of the Security, deliver any certificates representing the Equity Interests with its obligations endorsements executed in blank and take other steps that the Lender requires to perfect the Security relating to the Equity Interests. For clarity, the Parent Subsidiary Guarantees shall not limit and shall be in addition to any guarantees required under paragraph (a):
(i) within fourteen days of above. Nothing in this Section 12 that contemplates the relevant person becoming a Material Subsidiary; or
(ii) if the relevant person is an Additional Borrower, before the Additional Borrower may use any Facility.
(d) The prior consent of all the Lenders (not to be unreasonably withheld) is required if an Additional Obligor is to be an Additional Borrower (except in respect of an Additional Borrower which is a limited liability company and which is a wholly-owned Subsidiary (directly or indirectly) of the Company and is incorporated and tax resident in a Pre-approved Jurisdiction, to the extent the Additional Borrower will be a Borrower under the Revolving Credit Facility Obligors or the Restructuring Loan Facility. It Parent owning, establishing, acquiring or transferring Property, Equity Interests or Subsidiaries shall not be unreasonable for a Lender to withhold or delay its consent if the Additional Borrower is domiciled in a jurisdiction which would cause the Lender to breach any law or regulation or way modify any internal rule or policy of such Lenderrestriction on doing so elsewhere in this Agreement.
(e) The Lenders may impose such limitations on the ability of an Additional Borrower to borrow under any Facility as they deem reasonably necessary.
(f) In the case of an Additional Borrower, until the Facility Agent notifies the other Finance Parties and the Company that those documents and evidence are in form and substance satisfactory to it (acting reasonably), that Additional Borrower may not use any Facility. 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).
Appears in 1 contract
Additional Obligors. (i) Subject to paragraphs (b) and (c) below, a Subsidiary of UPC Broadband may become an Additional Guarantor and any member of the Borrower Group may become an Additional Borrower by delivering to the Facility Agent an Obligor Accession Agreement, duly executed by that company as an Additional Guarantor or Additional Borrower (as applicable).
(ii) A person which (a) The becomes the immediate Holding Company shall procure that any person required of UPC Broadband or (b) becomes a Guarantor under Subclause 23.31 (Guarantees) the Existing Facility Agreement shall, prior to or contemporaneously with becoming such Holding Company, become an Additional Guarantor by delivering to the Facility Agent an Obligor Accession Agreement, duly executed by that company as an Additional Guarantor.
(iii) A member of the Borrower Group that becomes an Additional Borrower shall, prior to or a contemporaneously with becoming an Additional Borrower, become an Additional Guarantor by delivering to the Facility Agent an Obligor Accession Agreement (which may be the same Obligor Accession Agreement entered into by that Additional Borrower referred to in sub-paragraph (i) above) duly executed by that company as an Additional Guarantor.
(iv) Upon execution and delivery of an Obligor Accession Agreement and delivery of the documents specified in sub-paragraph (v) below, the relevant Subsidiary, member of the Borrower Group or person who wishes referred to in sub-paragraph (i), (ii) or (iii) above will become an Additional Guarantor or Additional Borrower and an Additional Borrower, must:Guarantor (as applicable).
(iv) execute and deliver UPC Broadband shall procure that, at the same time as an Obligor Accession Agreement is delivered to the Facility Agent, there is also delivered to the Facility Agent an Accession Deed (duly executed by the Company on behalf of all existing Borrowers and Guarantors);
(ii) deliver to the Facility Agent each of the those documents and evidence listed in Part III 2 of Schedule 2 (Conditions Precedent Documents);
(iii) deliver to the Facility Agent such other reports, opinions and documents (if any) as the Facility Agent may reasonably require in respect of the Additional Guarantor or Additional Borrower, each case in form and substance satisfactory to the Facility Agent;Agent (acting reasonably).
(ivvi) accede The Obligor Accession Agreement referred to the Priority Agreement as an Obligor in sub-paragraph (i) above may, in the manner required pursuant to the Priority Agreement; and
(v) comply case of an Additional Guarantor, with the other requirements prior written approval of this Subclause 23.33the Facility Agent, include a limitation of the obligations or liabilities of the relevant Additional Guarantor under Clause 14 (Guarantee) where such limitation is required by any applicable law.
(b) The UPC Broadband shall:
(i) procure that at all times the value of the aggregate EBITDA, total assets and total revenues of:
(A) the Guarantors as of the Effective Date (other than UPC Broadband, any UPC Broadband Holdco, UPC Holding and UPC Holding II) and their respective Subsidiaries (as calculated by reference to the relevant Subsidiary will financial statements most recently provided under Clause 16.2(a) or (b) (Financial information)); and
(B) any Additional Guarantors which have become Guarantors since the Effective Date and their respective Subsidiaries (as calculated by reference to the relevant financial statements most recently provided under Clause 16.2(a) or (b) (Financial information) or, if no such financial statements have been provided in respect of such Additional Guarantors, as calculated by reference to the financial statements referred to in paragraph 11 of Part 2 of Schedule 2 (Conditions Precedent Documents) provided under Clause 26.4(a)(iii) (Additional Obligors) in respect of each Additional Guarantor), is equal to or greater than 95 per cent. of the Borrower Group's consolidated EBITDA, total assets and total revenues (as calculated by reference to the relevant financial statements most recently provided under Clause 16.2(a) or (b) (Financial information)), if necessary by procuring that additional Subsidiaries of UPC Broadband become Additional Guarantors; and
(ii) consult with the Facility Agent prior to any entity becoming an Additional Obligor on Guarantor in order to ensure that no material adverse change would or be reasonably likely to occur, as a result of such entity becoming an Additional Guarantor, in the date consolidated financial position of the Accession Deed executed by itBorrower Group (taken as a whole) which would or be reasonably likely to have a Material Adverse Effect.
(c) Subject A member of the Borrower Group may only become an Additional Borrower:
(i) under an Additional Facility;
(ii) if such member of the Borrower Group executes an Obligor Accession Agreement prior to or contemporaneously with the execution by the relevant Initial Additional Facility Lenders of the relevant Additional Facility Accession Agreement and (other than in the case of UPC Financing) such Obligor Accession Agreement specifies the relevant Additional Facility under which that member of the Borrower Group is to be a Borrower; and
(iii) with the prior consent of the Majority Lenders (except in the case of UPC Financing).
(d) UPC Broadband represents and warrants to the other provisions Finance Parties that it is in compliance with paragraph (b) above as of this Agreementthe Effective Date (all relevant calculations being made by reference to the financial statements most recently provided under Clause 16.2(a) or (b) (Financial information)).
(e) After the Effective Date, the Company must comply UPC Broadband shall be in compliance with its obligations under paragraph (a):
b) above if it procures that any of its Subsidiaries which are required to become Additional Guarantors do so within 60 days after the delivery to the Facility Agent of any financial statements delivered under Clause 16.2(a) or (ib) within fourteen days (Financial information) which demonstrate that additional Subsidiaries of the relevant person becoming a Material Subsidiary; or
(ii) if the relevant person is an Additional Borrower, before the Additional Borrower may use any Facility.
(d) The prior consent of all the Lenders (not UPC Broadband are required to be unreasonably withheld) is required if an become Additional Obligor is to be an Additional Borrower Guarantors under paragraph (except in respect of an Additional Borrower which is a limited liability company and which is a wholly-owned Subsidiary (directly or indirectly) of the Company and is incorporated and tax resident in a Pre-approved Jurisdiction, to the extent the Additional Borrower will be a Borrower under the Revolving Credit Facility or the Restructuring Loan Facility. It shall not be unreasonable for a Lender to withhold or delay its consent if the Additional Borrower is domiciled in a jurisdiction which would cause the Lender to breach any law or regulation or any internal rule or policy of such Lender.
(e) The Lenders may impose such limitations on the ability of an Additional Borrower to borrow under any Facility as they deem reasonably necessaryb).
(f) In the case The execution of an Obligor Accession Agreement constitutes confirmation by the relevant Additional Borrower, until the Facility Agent notifies the other Finance Parties and the Company that those documents and evidence are in form and substance satisfactory to it (acting reasonably), that Guarantor or Additional Borrower may not use any Facility. The Facility Agent must give this notification (if applicable) that the relevant representations and warranties set out in Clause 15 (Representations and Warranties) to be made by it on the date of the Obligor Accession Agreement are correct, as soon as reasonably practicable after receipt of such documents if made with reference to the facts and evidence in form and substance satisfactory to it (acting reasonably)circumstances then existing.
Appears in 1 contract
Sources: Amendment and Restatement Agreement (Unitedglobalcom Inc)
Additional Obligors. (a) The Company shall procure that any person required under Subclause 23.31 (Guarantees) to become an Additional Guarantor, or a person who wishes to become an Additional Guarantor or an Additional Borrower, mustIf:
(i) execute and deliver to the Facility Agent an Accession Deed (duly executed by the Company on behalf requests that one of all existing Borrowers and Guarantors);its Subsidiaries becomes an Additional Obligor; or
(ii) the Company is required to make one of its Subsidiaries an Additional Obligor, it must give not less than 10 Business Days prior notice to the Coordinating Facility Agent (who must promptly notify the Lenders).
(b) If the accession of an Additional Obligor requires any Finance Party to carry out know your customer requirements in circumstances where the necessary information is not already available to it, the Company must 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, 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 results of all applicable know your customer requirements.
(c) If one of the Subsidiaries of the Company is to become an Additional Obligor, then the Company must (following consultation with the Coordinating Facility Agent) deliver to the Coordinating Facility Agent each of the relevant documents and evidence listed in Part III 2 of Schedule 2 (Conditions Precedent Documents);
(iii) deliver to the Facility Agent such other reports, opinions and documents (if any) as the Facility Agent may reasonably require in respect of the Additional Guarantor or Additional Borrower, each in form and substance satisfactory to the Facility Agent;
(iv) accede to the Priority Agreement as an Obligor in the manner required pursuant to the Priority Agreement; and
(v) comply with the other requirements of this Subclause 23.33.
(bd) Neither Pyramid Freight nor any Subsidiary of the Company incorporated in South Africa may become an Additional Obligor under the Global Facility. No Subsidiary of the Company incorporated in any jurisdiction other than South Africa may become an Additional Obligor under the South African Facility.
(e) The prior consent of all the Global Lenders is required if the Additional Obligor is an Additional Borrower and is incorporated in a jurisdiction which is not a jurisdiction in which an Original Borrower under the Global Facility is incorporated.
(f) The relevant Subsidiary will become an Additional Obligor on when the date of the Accession Deed executed by it.
(c) Subject to the other provisions of this Agreement, the Company must comply with its obligations under paragraph (a):
(i) within fourteen days of the relevant person becoming a Material Subsidiary; or
(ii) if the relevant person is an Additional Borrower, before the Additional Borrower may use any Facility.
(d) The prior consent of all the Lenders (not to be unreasonably withheld) is required if an Additional Obligor is to be an Additional Borrower (except in respect of an Additional Borrower which is a limited liability company and which is a wholly-owned Subsidiary (directly or indirectly) of the Company and is incorporated and tax resident in a Pre-approved Jurisdiction, to the extent the Additional Borrower will be a Borrower under the Revolving Credit Facility or the Restructuring Loan Facility. It shall not be unreasonable for a Lender to withhold or delay its consent if the Additional Borrower is domiciled in a jurisdiction which would cause the Lender to breach any law or regulation or any internal rule or policy of such Lender.
(e) The Lenders may impose such limitations on the ability of an Additional Borrower to borrow under any Facility as they deem reasonably necessary.
(f) In the case of an Additional Borrower, until the Coordinating Facility Agent notifies the other Finance Parties and the Company that those it has received all of the documents and evidence are referred to in paragraph (c) above in form and substance satisfactory to it (acting reasonably), that Additional Borrower may not use any Facilityit. The Coordinating 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)practicable.
Appears in 1 contract
Additional Obligors. The Borrower will cause any Subsidiary of the Borrower, whether now owned or hereafter formed or acquired, that becomes a borrower, guarantor or obligor with respect to, or otherwise provides credit support for, any Material Indebtedness, to promptly thereafter (aand in any event within 30 days) become a Subsidiary Guarantor (an “Additional Guarantor”) under this Agreement by executing and delivering to Lender a joinder agreement substantially in the form attached hereto as Exhibit C (a “Joinder Agreement”) together with appropriate items of the type described in Section 4.01(a)(iv) and 4.01(a)(v). The Company shall procure Borrower agrees that immediately on execution of any person required under Subclause 23.31 (Guarantees) to become such Joinder Agreement by an Additional Guarantor, or the Borrower will provide to the Lender a person who wishes to become an Additional Guarantor or an Additional Borrower, must:
legal opinion (from legal counsel approved by the Lender acting reasonably) confirming (i) execute the due execution and deliver delivery of such Joinder Agreement, and the validity and enforceability of the obligations of the relevant Subsidiary Guarantor under such Joinder Agreement and this Agreement subject to such exceptions, assumptions and qualifications as are substantially similar to those delivered with respect to the Facility Agent an Accession Deed (duly executed by obligations of the Company on behalf Subsidiary Guarantors as of all existing Borrowers the Closing Date and Guarantors);
(ii) deliver such other matters as the Lender may reasonably request so long as such opinions are substantially similar in scope to the Facility Agent opinions delivered on the Closing Date. The Borrower shall cause such Additional Guarantor to deliver such other documents as may be reasonably requested by the Lender substantially similar in scope to the documents delivered by the original Subsidiary Guarantors on the Closing Date. Notwithstanding the foregoing, each of the documents and evidence listed in Part III of Schedule 2 (Conditions Precedent Documents);
(iii) deliver to the Facility Agent such other reports, opinions and documents (if any) as the Facility Agent may reasonably require in respect of the Additional Guarantor or Additional Borrower, each in form and substance satisfactory to the Facility Agent;
(iv) accede to the Priority Agreement as an Obligor in the manner required pursuant to the Priority Agreement; and
(v) comply with the other requirements of this Subclause 23.33.
(b) The relevant Subsidiary will become an Additional Obligor on the date of the Accession Deed executed by it.
(c) Subject to the other provisions of this Agreement, the Company must comply with its obligations under paragraph (a):
(i) within fourteen days of the relevant person becoming a Material Subsidiary; or
South African Subsidiaries (ii) if other than Pyramid Freight BVI to the relevant person is an Additional Borrower, before the Additional Borrower may use any Facility.
(d) The prior consent of all the Lenders (not extent permitted pursuant to be unreasonably withheld) is required if an Additional Obligor is to be an Additional Borrower (except in respect of an Additional Borrower which is a limited liability company and which is a wholly-owned Subsidiary (directly or indirectly) of the Company and is incorporated and tax resident in a Pre-approved JurisdictionSection 9.31 hereunder), to the extent the Additional Borrower will be a Borrower that they do not become an obligor or guarantor under the Revolving any Global Credit Facility or the Restructuring Loan Facility. It Existing Financing Agreements, (ii) UTi Logistics Israel Limited (“UTi Israel”), so long as UTi Israel is not a Wholly-Owned Subsidiary of the Borrower and to the extent it does not become an obligor or guarantor under any Global Credit Facility or the Existing Financing Agreements, and (iii) any other Subsidiary to the extent it does not become an obligor or guarantor under any Global Credit Facility or Existing Financing Agreements and to the extent not permitted by applicable Law to execute and deliver a Joinder Agreement to become a Subsidiary Guarantor, shall not be unreasonable for required to deliver a Lender to withhold or delay its consent if the Additional Borrower is domiciled in a jurisdiction which would cause the Lender to breach any law or regulation or any internal rule or policy of such LenderJoinder Agreement hereunder.
(e) The Lenders may impose such limitations on the ability of an Additional Borrower to borrow under any Facility as they deem reasonably necessary.
(f) In the case of an Additional Borrower, until the Facility Agent notifies the other Finance Parties and the Company that those documents and evidence are in form and substance satisfactory to it (acting reasonably), that Additional Borrower may not use any Facility. 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).
Appears in 1 contract
Sources: Credit Agreement (UTi WORLDWIDE INC)
Additional Obligors. (a) The Company shall procure that any person required under Subclause 23.31 (Guarantees) to become an Additional Guarantor, or a person who wishes to become an Additional Guarantor or an Additional Borrower, must:
(i) execute and deliver to the Facility Agent an Accession Deed (duly executed by the Company on behalf of all existing Borrowers and Guarantors);
(ii) deliver to the Facility Agent each of the documents and evidence listed in Part III of Schedule 2 (Conditions Precedent Documents);
(iii) deliver to the Facility Agent such other reports, opinions and documents (if any) as the Facility Agent may reasonably require in respect of the Additional Guarantor or Additional Borrower, each in form and substance satisfactory to the Facility Agent;
(iv) accede to the Priority Agreement as an Obligor in the manner required pursuant to the Priority Agreement; and
(v) comply with the other requirements of this Subclause 23.33.
(b) The relevant Subsidiary will become an Additional Obligor on the date of the Accession Deed executed by it.
(c) Subject to the other provisions of this Agreement, the Company must comply with its obligations under paragraph (a):
(i) within fourteen days of the relevant person becoming a Material Subsidiary; or
(ii) if the relevant person is an Additional Borrower, before the Additional Borrower may use any Facility.
(d) The prior consent of all the Lenders (not to be unreasonably withheld) is required if an Additional Obligor is to be an Additional Borrower (except in respect of an Additional Borrower which is a limited liability company and which is a wholly-owned Subsidiary (directly or indirectly) of the Company and is incorporated and tax resident in a Pre-approved Jurisdiction, to the extent the Additional Borrower will be a Borrower under the Revolving Credit Facility or the Restructuring Loan Facility. It shall not be unreasonable for a Lender to withhold or delay its consent if the Additional Borrower is domiciled in a jurisdiction which would cause the Lender to breach any law or regulation or any internal rule or policy of such Lender.
(e) The Lenders may impose such limitations on the ability of an Additional Borrower to borrow under any Facility as they deem reasonably necessary.
(f) In the case of an Additional Borrower, until the Facility Agent notifies the other Finance Parties and the Company that those documents and evidence are in form and substance satisfactory to it (acting reasonably), that Additional Borrower may not use any Facility. 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).
(g) Delivery of an Accession Deed, executed by the relevant Subsidiary and the Company, to the Facility Agent constitutes confirmation by that Subsidiary and the Company that the Repeating Representations relating to representations and warranties made by the Company or to be made by that Subsidiary are then correct in all material respects, as if made with reference to the facts and circumstances then existing.
(h) The Company shall, and shall procure that each relevant member of the Group that is its Subsidiary shall, promptly give the Facility Agent all assistance it reasonably requires in relation to the security and guarantees to be granted pursuant to this Agreement including, without limitation, promptly answering all reasonable questions and requisitions of the Facility Agent and its advisors in relation to the assets of the Target Group.
Appears in 1 contract
Additional Obligors. (a) The Company Subject to compliance with the provisions of paragraphs (c) and (d) of Part 1.26 ("Know your customer" checks) of Schedule 7 (Agreed Affirmative and Negative Undertakings) Holdings may request that any of its Subsidiaries becomes an Obligor.
(b) Holdings shall, and shall ensure that each Subsidiary identified in clause (a) of the definition of Additional Obligor shall, become a Obligor, an Additional Obligor and shall grant the New Transaction Security identified in Part 2 of Schedule 2 (Conditions Precedent) on or prior to the Effective Date.
(c) Holdings shall procure that any person required under Subclause 23.31 other Subsidiary of Holdings formed, created or acquired by Holdings after the Effective Date shall, as soon as possible (Guaranteesbut not more than 30 days after the date of such formation, creation or acquisition) to become an Additional Guarantor, or a person who wishes to Obligor and Obligor hereunder and grant such Security Interest as the Administrative Agent may require.
(d) A Subsidiary of Holdings shall become an Obligor and Additional Guarantor or an Additional Borrower, mustObligor if:
(i) execute the Company and deliver the proposed Additional Obligor delivers to the Facility Administrative Agent an a duly completed and executed Accession Deed (duly executed by the Company on behalf of all existing Borrowers and Guarantors);Agreement; and
(ii) deliver to the Facility Administrative Agent each has received all of the documents and other evidence listed in Part III 3 (Conditions Precedent Required to be Delivered by an Additional Obligor) of Schedule 2 (Conditions Precedent Documents);
(iiiPrecedent) deliver in relation to the Facility Agent such other reports, opinions and documents (if any) as the Facility Agent may reasonably require in respect of the that Additional Guarantor or Additional BorrowerObligor, each in form and substance satisfactory to the Facility Administrative Agent;
(iv) accede to the Priority Agreement as an Obligor in the manner required pursuant to the Priority Agreement; and
(v) comply with the other requirements of this Subclause 23.33.
(b) The relevant Subsidiary will become an Additional Obligor on the date of the Accession Deed executed by it.
(c) Subject to the other provisions of this Agreement, the Company must comply with its obligations under paragraph (a):
(i) within fourteen days of the relevant person becoming a Material Subsidiary; or
(ii) if the relevant person is an Additional Borrower, before the Additional Borrower may use any Facility.
(d) The prior consent of all the Lenders (not to be unreasonably withheld) is required if an Additional Obligor is to be an Additional Borrower (except in respect of an Additional Borrower which is a limited liability company and which is a wholly-owned Subsidiary (directly or indirectly) of the Company and is incorporated and tax resident in a Pre-approved Jurisdiction, to the extent the Additional Borrower will be a Borrower under the Revolving Credit Facility or the Restructuring Loan Facility. It shall not be unreasonable for a Lender to withhold or delay its consent if the Additional Borrower is domiciled in a jurisdiction which would cause the Lender to breach any law or regulation or any internal rule or policy of such Lender.
(e) The Lenders may impose such limitations on Administrative Agent shall notify the ability of an Additional Borrower to borrow under any Facility as they deem reasonably necessary.
(f) In the case of an Additional Borrower, until the Facility Agent notifies the other Finance Parties Company and the Company Lenders promptly upon being satisfied that those documents and evidence are it has received (in form and substance satisfactory to it it) all the documents and other evidence listed in Part 3 (acting reasonablyConditions Precedent Required to be Delivered by an Additional Obligor) of Schedule 2 (Conditions Precedent).
(f) Other than to the extent that the Lenders notify the Administrative Agent in writing to the contrary before the Administrative Agent gives the notification described in paragraph (e) above, the Lenders authorize (but do not require) the Administrative Agent to give that Additional Borrower may not use any Facilitynotification. The Facility Administrative Agent must give this notification shall not be liable for any damages, costs or losses whatsoever as soon as reasonably practicable after receipt a result of giving any such documents and evidence in form and substance satisfactory to it (acting reasonably)notification.
Appears in 1 contract
Additional Obligors. (a) The Company shall procure will cause any Subsidiary of the Company, whether now owned or hereafter formed or acquired, that any person required becomes a borrower, guarantor or other obligor under Subclause 23.31 (Guarantees) the Credit Agreement, substantially concurrently, to become a Subsidiary Guarantor (an "Additional Guarantor, or ") under the Subsidiary Guarantee Agreement by executing a person who wishes joinder agreement to become an Additional Guarantor or an Additional Borrower, must:
this Agreement in the form set out in Part 1 of Exhibit 9.10 (ithe "Joinder Agreement") execute and deliver to the Facility Agent an Accession Deed (duly executed by in any such event the Company on behalf of all existing Borrowers and Guarantors);
(ii) will cause such Subsidiary to deliver to the Facility Agent each of the relevant documents and evidence listed in Part III 2 of Schedule 2 (Conditions Precedent Documents);
(iii) deliver to the Facility Agent such other reports, opinions and documents (if any) as the Facility Agent may reasonably require in respect of the Additional Guarantor or Additional Borrower, each in form and substance satisfactory to the Facility Agent;
(iv) accede to the Priority Agreement as an Obligor in the manner required pursuant to the Priority Agreement; and
(v) comply with the other requirements of this Subclause 23.33Exhibit 9.10.
(b) The relevant Subsidiary will become an Additional Obligor on As from the date of the Accession Deed executed by itJoinder Agreement, the relevant Subsidiary shall become an Obligor and Subsidiary Guarantor under this Agreement.
(c) Subject to the other provisions of this Agreement, the The Company must comply with its obligations under paragraph (a):agrees that:
(i) within fourteen 10 days following execution of the relevant person becoming a Material SubsidiaryJoinder Agreement it will provide to each holder an original of that Joinder Agreement (with evidence as to payment of any applicable stamp duty or similar tax); orand
(ii) if immediately on execution of any such Joinder Agreement it will provide to each holder a legal opinion (from legal counsel approved by the Required Holders acting reasonably) confirming (1) the due execution and delivery of such Joinder Agreement, and the validity and enforceability of the obligations of the relevant person is an Additional BorrowerSubsidiary Guarantor under such Joinder Agreement and this Agreement subject to such exceptions, before assumptions and qualifications as are substantially similar to those delivered with respect to the Additional Borrower may use any Facility.
(d) The prior consent of all the Lenders (not to be unreasonably withheld) is required if an Additional Obligor is to be an Additional Borrower (except in respect of an Additional Borrower which is a limited liability company and which is a wholly-owned Subsidiary (directly or indirectly) obligations of the Company Subsidiary Guarantors as of the date of Closing and is incorporated and tax resident (2) such other matters as the Required Holders may reasonably request so long as such opinions are substantially similar in a Pre-approved Jurisdiction, scope to the extent opinions delivered in connection with the Additional Borrower will be a Borrower under the Revolving Credit Facility or the Restructuring Loan Facility. It shall not be unreasonable for a Lender to withhold or delay its consent if the Additional Borrower is domiciled in a jurisdiction which would cause the Lender to breach any law or regulation or any internal rule or policy Closing of such Lender.
(e) The Lenders may impose such limitations on the ability of an Additional Borrower to borrow under any Facility as they deem reasonably necessary.
(f) In the case of an Additional Borrower, until the Facility Agent notifies the other Finance Parties and the Company that those documents and evidence are in form and substance satisfactory to it (acting reasonably), that Additional Borrower may not use any Facilitythis Agreement. The Facility Agent must give this notification Company shall cause such additional Subsidiary Guarantor to deliver such other closing showings as soon as may be reasonably practicable after receipt of such documents and evidence requested by the Required Holders substantially similar in form and substance satisfactory scope to it (acting reasonably)the closing showings delivered by the original Subsidiary Guarantors at the Closing.
Appears in 1 contract
Additional Obligors. 27.1 Procure that each of its and each other Obligor’s, direct or indirect, Subsidiaries (other than any Excluded Subsidiary) becomes an Obligor within 15 days of the formation, creation or acquisition of such Subsidiary. That Subsidiary shall become an additional Obligor if:
(a) The Company shall procure the Required Lenders approve the addition of that any person required under Subclause 23.31 (Guarantees) to become an Additional Guarantor, or a person who wishes to become an Additional Guarantor or an Additional Borrower, must:
(i) execute and deliver to the Facility Agent an Accession Deed (duly executed by the Company on behalf of all existing Borrowers and Guarantors)Subsidiary;
(iib) deliver to the Facility Agent each Company confirms that no Default is continuing or would occur as a result of the documents and evidence listed in Part III of Schedule 2 (Conditions Precedent Documents)that Subsidiary becoming an Obligor;
(iiic) deliver to the Facility Company is in compliance with the provisions of paragraph 27.3 below; and
(d) the Intercreditor Agent such other reports, opinions and documents has received (if any) as the Facility Agent may reasonably require in respect of the Additional Guarantor or Additional Borrower, each in form and substance satisfactory to the Facility Intercreditor Agent;
(iv) accede all of the documents and other evidence required by it in relation to the Priority Agreement as an Obligor in the manner required pursuant to the Priority Agreement; and
(v) comply with the other requirements of this Subclause 23.33.
(b) The relevant Subsidiary will become an Additional Obligor on the date of the Accession Deed executed by it.
including (c) Subject to the other provisions of this Agreement, the Company must comply with its obligations under paragraph (awithout limitation):
(i) within fourteen days of accession by the relevant person becoming a Material SubsidiarySubsidiary to the Sponsors’ Subordination Deed and the ▇▇▇▇ Pledgors’ Guarantee; orand
(ii) if any other documentation and evidence required by the Intercreditor Agent to ensure that the relevant person Subsidiary makes such representations and warranties and is an Additional Borrower, before subject to such obligations under the Additional Borrower may use any Facility.
(d) The prior consent terms of all the Lenders (not to be unreasonably withheld) is required if an Additional Obligor is to be an Additional Borrower (except Senior Finance Documents and grants such Liens in respect of an Additional Borrower which is a limited liability company its Property, in each case, on such terms and which is a wholly-owned Subsidiary (directly by such instrument or indirectly) combination of instruments, as the Intercreditor Agent deems necessary or desirable.
27.2 The Intercreditor Agent shall notify the Company and is incorporated and tax resident in a Pre-approved Jurisdiction, to the extent the Additional Borrower will be a Borrower under the Revolving Credit Facility or the Restructuring Loan Facility. It shall not be unreasonable for a Lender to withhold or delay its consent if the Additional Borrower is domiciled in a jurisdiction which would cause the Lender to breach any law or regulation or any internal rule or policy of such Lender.
Lenders promptly upon being satisfied that it has received (e) The Lenders may impose such limitations on the ability of an Additional Borrower to borrow under any Facility as they deem reasonably necessary.
(f) In the case of an Additional Borrower, until the Facility Agent notifies the other Finance Parties and the Company that those documents and evidence are in form and substance satisfactory to it) all the documents and other evidence referred to in paragraph 27.1(d) above.
27.3 By not less than 10 Business Days’ prior written notice to the Intercreditor Agent, notify the Intercreditor Agent (which shall promptly notify the Lenders) of its intention to request that one of its Subsidiaries becomes an additional Obligor pursuant to paragraph 27.1.
27.4 Following the giving of any notice pursuant to paragraph 27.2 above, if the accession of such additional Obligor obliges the Intercreditor Agent or any Lender to comply with “know your customer” or similar identification procedures in circumstances where the necessary information is not already available to it, promptly upon the request of the Intercreditor Agent or any Lender supply, or procure the supply of, such documentation and other evidence as is reasonably requested by the Intercreditor Agent (for itself or on behalf of any Lender) or any Lender (for itself or on behalf of any prospective new Lender) in order for the Intercreditor Agent or such Lender or any prospective new Lender to carry out and be satisfied it (acting reasonably), that Additional Borrower may not use any Facilityhas complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations pursuant to the accession of such Subsidiary to this Agreement as an additional Obligor. 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).Company shall not directly or indirectly:
Appears in 1 contract
Additional Obligors. (i) Subject to paragraphs (b) and (c) below, a Subsidiary of UPC Distribution may become an Additional Guarantor and any member of the Borrower Group may become an Additional Borrower by delivering to the Facility Agent an Obligor Accession Agreement, duly executed by that company as an Additional Guarantor or Additional Borrower (as applicable).
(ii) A person which (a) The becomes the immediate Holding Company shall procure that any person required of UPC Distribution or (b) becomes a Guarantor under Subclause 23.31 (Guarantees) the Existing Facility Agreement shall, prior to or contemporaneously with becoming such Holding Company, become an Additional Guarantor by delivering to the Facility Agent an Obligor Accession Agreement, duly executed by that company as an Additional Guarantor.
(iii) A member of the Borrower Group that becomes an Additional Borrower shall, prior to or a contemporaneously with becoming an Additional Borrower, become an Additional Guarantor by delivering to the Facility Agent an Obligor Accession Agreement (which may be the same Obligor Accession Agreement entered into by that Additional Borrower referred to in sub-paragraph (i) above) duly executed by that company as an Additional Guarantor.
(iv) Upon execution and delivery of an Obligor Accession Agreement and delivery of the documents specified in sub-paragraph (v) below, the relevant Subsidiary, member of the Borrower Group or person who wishes referred to in sub-paragraph (i), (ii) or (iii) above will become an Additional Guarantor or Additional Borrower and an Additional Borrower, must:Guarantor (as applicable).
(iv) execute and deliver UPC Distribution shall procure that, at the same time as an Obligor Accession Agreement is delivered to the Facility Agent, there is also delivered to the Facility Agent an Accession Deed (duly executed by the Company on behalf of all existing Borrowers and Guarantors);
(ii) deliver to the Facility Agent each of the those documents and evidence listed in Part III 2 of Schedule 2 (Conditions Precedent Documents);
(iii) deliver to the Facility Agent such other reports, opinions and documents (if any) as the Facility Agent may reasonably require in respect of the Additional Guarantor or Additional Borrower, each case in form and substance satisfactory to the Facility Agent;Agent (acting reasonably).
(ivvi) accede The Obligor Accession Agreement referred to the Priority Agreement as an Obligor in sub-paragraph (i) above may, in the manner required pursuant to the Priority Agreement; and
(v) comply case of an Additional Guarantor, with the other requirements prior written approval of this Subclause 23.33the Facility Agent, include a limitation of the obligations or liabilities of the relevant Additional Guarantor under Clause 14 (Guarantee) where such limitation is required by any applicable law.
(b) The UPC Distribution shall:
(i) procure that at all times the value of the aggregate EBITDA, total assets and total revenues of:
(A) the Guarantors as of the Effective Date (other than UPC Distribution, any UPC Distribution Holdco, UPC Holding and UPC Holding II) and their respective Subsidiaries (as calculated by reference to the relevant Subsidiary will financial statements most recently provided under Clause 16.2(a) or (b) (Financial information)); and
(B) any Additional Guarantors which have become Guarantors since the Effective Date and their respective Subsidiaries (as calculated by reference to the relevant financial statements most recently provided under Clause 16.2(a) or (b) (Financial information) or, if no such financial statements have been provided in respect of such Additional Guarantors, as calculated by reference to the financial statements referred to in paragraph 11 of Part 2 of Schedule 2 (Conditions Precedent Documents) provided under Clause 26.4(a)(iii) (Additional Obligors) in respect of each Additional Guarantor), is equal to or greater than 95 per cent. of the Borrower Group’s consolidated EBITDA, total assets and total revenues (as calculated by reference to the relevant financial statements most recently provided under Clause 16.2(a) or (b) (Financial information)), if necessary by procuring that additional Subsidiaries of UPC Distribution become Additional Guarantors; and
(ii) consult with the Facility Agent prior to any entity becoming an Additional Obligor on Guarantor in order to ensure that no material adverse change would or be reasonably likely to occur, as a result of such entity becoming an Additional Guarantor, in the date consolidated financial position of the Accession Deed executed by itBorrower Group (taken as a whole) which would or be reasonably likely to have a Material Adverse Effect.
(c) Subject A member of the Borrower Group may only become an Additional Borrower:
(i) under an Additional Facility;
(ii) if such member of the Borrower Group executes an Obligor Accession Agreement prior to or contemporaneously with the execution by the relevant Initial Additional Facility Lenders of the relevant Additional Facility Accession Agreement and such Obligor Accession Agreement specifies the relevant Additional Facility under which that member of the Borrower Group is to be a Borrower; and
(iii) with the prior consent of the Majority Lenders.
(d) UPC Distribution represents and warrants to the other provisions Finance Parties that it is in compliance with paragraph (b) above as of this Agreementthe Effective Date (all relevant calculations being made by reference to the financial statements most recently provided under Clause 16.2(a) or (b) (Financial information)).
(e) After the Effective Date, the Company must comply UPC Distribution shall be in compliance with its obligations under paragraph (a):
b) above if it procures that any of its Subsidiaries which are required to become Additional Guarantors do so within 60 days after the delivery to the Facility Agent of any financial statements delivered under Clause 16.2(a) or (ib) within fourteen days (Financial information) which demonstrate that additional Subsidiaries of the relevant person becoming a Material Subsidiary; or
(ii) if the relevant person is an Additional Borrower, before the Additional Borrower may use any Facility.
(d) The prior consent of all the Lenders (not UPC Distribution are required to be unreasonably withheld) is required if an become Additional Obligor is to be an Additional Borrower Guarantors under paragraph (except in respect of an Additional Borrower which is a limited liability company and which is a wholly-owned Subsidiary (directly or indirectly) of the Company and is incorporated and tax resident in a Pre-approved Jurisdiction, to the extent the Additional Borrower will be a Borrower under the Revolving Credit Facility or the Restructuring Loan Facility. It shall not be unreasonable for a Lender to withhold or delay its consent if the Additional Borrower is domiciled in a jurisdiction which would cause the Lender to breach any law or regulation or any internal rule or policy of such Lender.
(e) The Lenders may impose such limitations on the ability of an Additional Borrower to borrow under any Facility as they deem reasonably necessaryb).
(f) In the case The execution of an Obligor Accession Agreement constitutes confirmation by the relevant Additional Borrower, until the Facility Agent notifies the other Finance Parties and the Company that those documents and evidence are in form and substance satisfactory to it (acting reasonably), that Guarantor or Additional Borrower may not use any Facility. The Facility Agent must give this notification (if applicable) that the relevant representations and warranties set out in Clause 15 (Representations and Warranties) to be made by it on the date of the Obligor Accession Agreement are correct, as soon as reasonably practicable after receipt of such documents if made with reference to the facts and evidence in form and substance satisfactory to it (acting reasonably)circumstances then existing.
Appears in 1 contract
Additional Obligors. (a) The Company Borrower shall procure that provide the Lenders with ten (10) Business Days’ (or such shorter time as the Lead Lenders may agree in their sole discretion) notice prior to forming or acquiring any person required under Subclause 23.31 new Subsidiary.
(Guaranteesb) Prior to become an Additional Guarantor, or any Person becoming a person who wishes to become an Additional Guarantor or an Additional Subsidiary of the Borrower, must:
(i) execute the structure and deliver to the Facility Agent an Accession Deed (duly executed by the Company on behalf governance of all existing Borrowers and Guarantors);
(ii) deliver to the Facility Agent each of the documents and evidence listed in Part III of Schedule 2 (Conditions Precedent Documents);
(iii) deliver to the Facility Agent such other reports, opinions and documents (if any) as the Facility Agent may reasonably require in respect of the Additional Guarantor or Additional Borrower, each Subsidiary shall be in form and substance satisfactory to the Facility Agent;
(iv) accede Lead Lenders. No Person shall become a Subsidiary or an Obligor to the Priority Agreement as an Obligor extent the Lead Lenders determine that the grant of security or Guarantee therefrom would result in the manner required pursuant any adverse tax consequences to the Priority Agreement; and
(v) comply with the other requirements of this Subclause 23.33.
(b) The relevant Subsidiary will become an Additional Obligor on the date of the Accession Deed executed by itLenders.
(c) Subject to If any Person shall have become a Subsidiary of the other provisions of this AgreementBorrower, then the Company must comply with its obligations under paragraph Borrower shall, within sixty (a):60) days thereafter (or such later date as the Lead Lenders may agree), cause such Subsidiary to:
(i) within fourteen days of the relevant person becoming a Material Subsidiary; or
(ii) if the relevant person is an Additional Borrowerenter into, before the Additional Borrower may use any Facility.
(d) The prior consent of all the Lenders (not to be unreasonably withheld) is required if an Additional Obligor is to be an Additional Borrower (except in respect of an Additional Borrower which is a limited liability company execute and which is a wholly-owned Subsidiary (directly or indirectly) of the Company and is incorporated and tax resident in a Pre-approved Jurisdiction, deliver to the extent Collateral Agent such Security Documents as are requested by the Additional Borrower will be a Borrower under the Revolving Credit Facility or the Restructuring Loan Facility. It shall not be unreasonable for a Lender to withhold or delay its consent if the Additional Borrower is domiciled in a jurisdiction which would cause the Lender to breach any law or regulation or any internal rule or policy of such Lender.
(e) The Lead Lenders may impose such limitations on the ability of an Additional Borrower to borrow under any Facility as they deem reasonably necessary.
(f) In the case of an Additional Borrower, until the Facility Agent notifies the other Finance Parties and the Company that those documents and evidence are in form and substance satisfactory to it the Lead Lenders,
(acting reasonably)ii) (if not already so delivered) deliver certificates (or the foreign equivalent thereof, as applicable) representing the Ppledged Iinterests of each such Subsidiary (if any) held by the Borrower or Obligor, as applicable, accompanied by undated stock powers or other appropriate instruments of transfer executed in blank and instruments evidencing the Pledged Debt owing by such Subsidiary to the Borrower or any Obligor indorsed in blank to the Collateral Agent, together with, if applicable, supplements to the Collateral Agreement; provided that Additional Borrower may any Excluded Property shall not use any Facility. The Facility be required to be pledged as Collateral and
(iii) take all such actions and execute and deliver, or cause to be executed and delivered, all such documents, instruments, agreements and certificates requested by the Lead Lenders or the Collateral Agent must give this notification as soon as reasonably practicable after receipt or required under the Loan Documents, including, but not limited to, copies of such documents organizational documents, resolutions and evidence a signed copy of one or more customary legal opinions of counsel addressed to the Collateral Agent and the other Secured Parties, in each case, in form and substance satisfactory to it the Lead Lenders.
(acting reasonablyd) As of the Fifth Amendment Effective Date, the GPU Servers and GPU Clusters owned by each such GPU Obligor are set forth on Schedule 5.23(d), which may be amended from time to time with the Lead Lenders consent.
Appears in 1 contract
Sources: Credit Agreement (CoreWeave, Inc.)
Additional Obligors. The Company will cause each of its Subsidiaries that guarantees or otherwise becomes liable at any time, whether as a borrower or an additional or co-borrower or otherwise (each, an “Additional Obligor”), for or in respect of any Indebtedness under any Material Credit Facility to concurrently therewith:
(a) The Company enter into a joinder agreement in substantially the form attached hereto as Schedule 9.7 or enter into an amendment to this Agreement with the other parties hereto and thereto, in form and substance reasonably satisfactory to the Required Holders, providing that such Additional Obligor shall procure that any person required under Subclause 23.31 (Guarantees) to become an Additional GuarantorObligor hereunder, or and
(b) deliver the following to each of holder of a person who wishes to become an Additional Guarantor or an Additional Borrower, mustNote:
(i) execute an executed counterpart of such joinder agreement or such amendment to this Agreement and deliver to the Facility Agent an Accession Deed (duly executed by the Company on behalf of all existing Borrowers and Guarantors)Notes;
(ii) deliver a certificate signed by an authorized responsible officer of such Additional Obligor containing representations and warranties on behalf of such Additional Obligor to the Facility Agent each same effect, mutatis mutandis, as those contained in Section 5 of the documents and evidence listed in Part III of Schedule 2 this Agreement (Conditions Precedent Documentsbut with respect to such Additional Obligor);
(iii) deliver all documents as may be reasonably requested by the Required Holders to evidence the Facility Agent due organization, continuing existence and good standing of such other reports, opinions Additional Obligor and documents (if any) as the Facility Agent may reasonably require in respect due authorization by all requisite action on the part of such Additional Obligor of the execution and delivery of such joinder agreement or such amendment to this Agreement and the performance by such Additional Guarantor or Additional Borrower, each in form Obligor of its obligations thereunder and substance satisfactory to under the Facility Agent;Notes; and
(iv) accede an opinion of counsel (which may be from internal counsel) reasonably satisfactory to the Priority Required Holders covering such matters relating to such Additional Obligor and such joinder agreement or such amendment to this Agreement as an Obligor in the manner required pursuant to the Priority Agreement; and
(v) comply with the other requirements of this Subclause 23.33.
(b) The relevant Subsidiary will become an Additional Obligor on the date of the Accession Deed executed by itRequired Holders may reasonably request.
(c) Subject The holders of the Notes agree to discharge and release any Obligor (other than the Company) from its obligations hereunder and under the Notes upon the written request of the Company, including, but not limited to, if the Company sells, leases or otherwise disposes of all or substantially all of the assets or all of the capital stock of such Obligor to any Person (other than an Affiliate), provided that (i) such Obligor has been released and discharged (or will be released and discharged concurrently with the release of such Obligor hereunder and under the Notes), whether as a borrower, obligor Lincoln Electric Holdings, Inc. Note Purchase Agreement and/or guarantor, from all obligations under all Material Credit Facilities and the Company so certifies to the other provisions holders of this Agreementthe Notes in a certificate of a Responsible Officer, (ii) at the time of such release and discharge, the Company must comply with its obligations under paragraph (a):
(i) within fourteen days shall deliver a certificate of a Responsible Officer to the holders of the relevant person becoming a Material Subsidiary; or
Notes stating that no Default or Event of Default exists or results therefrom, and (iiiii) if the relevant person any fee or other form of consideration is an Additional Borrower, before the Additional Borrower may use given to any Facility.
(d) The prior consent holder of all the Lenders (not to be unreasonably withheld) is required if an Additional Obligor is to be an Additional Borrower (except in respect of an Additional Borrower which is a limited liability company and which is a wholly-owned Subsidiary (directly or indirectly) Indebtedness of the Company and is incorporated and tax resident in a Pre-approved Jurisdiction, to for the extent the Additional Borrower will be a Borrower under the Revolving Credit Facility or the Restructuring Loan Facility. It shall not be unreasonable for a Lender to withhold or delay its consent if the Additional Borrower is domiciled in a jurisdiction which would cause the Lender to breach any law or regulation or any internal rule or policy purpose of such Lenderrelease, holders of the Notes shall receive equivalent consideration.
(e) The Lenders may impose such limitations on the ability of an Additional Borrower to borrow under any Facility as they deem reasonably necessary.
(f) In the case of an Additional Borrower, until the Facility Agent notifies the other Finance Parties and the Company that those documents and evidence are in form and substance satisfactory to it (acting reasonably), that Additional Borrower may not use any Facility. 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).
Appears in 1 contract
Sources: Note Purchase Agreement (Lincoln Electric Holdings Inc)
Additional Obligors. (ai) The Subject to sub-paragraph (ii) below and compliance with Subclause 18.5 (“Know Your Customer” checks), the Company shall procure that may elect for any person required under Subclause 23.31 (Guarantees) of its wholly owned Subsidiaries to become an Additional GuarantorObligor.
(ii) If the Additional Obligor is incorporated in a jurisdiction other than the U.K. the prior consent of all the Lenders is required, or a person who wishes which shall be conditional upon, but not limited to, the agreement of appropriate amendments to Clause 12 (Taxes) to take into account the jurisdiction of incorporation of that Additional Obligor.
(b) If one of the Subsidiaries of the Company is to become an Additional Guarantor or an Additional BorrowerObligor, must:
then the Company must (i) execute and deliver to following consultation with the Facility Agent an Accession Deed (duly executed by the Company on behalf of all existing Borrowers and Guarantors);
(iiAgent) deliver to the Facility Agent each of the relevant documents and evidence listed in Part III B of Schedule 2 (Conditions Precedent Documentsprecedent documents);
(iii) deliver to the Facility Agent such other reports, opinions and documents (if any) as the Facility Agent may reasonably require in respect of the Additional Guarantor or Additional Borrower, each in form and substance satisfactory to the Facility Agent;
(iv) accede to the Priority Agreement as an Obligor in the manner required pursuant to the Priority Agreement; and
(v) comply with the other requirements of this Subclause 23.33.
(bc) The relevant Subsidiary will become an Additional Obligor on the date of the Accession Deed executed by it.
(c) Subject to the other provisions of this Agreement, the Company must comply with its obligations under paragraph (a):
(i) within fourteen days of the relevant person becoming a Material Subsidiary; or
(ii) if the relevant person is an Additional Borrower, before the Additional Borrower may use any Facility.
(d) The prior consent of all the Lenders (not to be unreasonably withheld) is required if an Additional Obligor is to be an Additional Borrower (except in respect of an Additional Borrower which is a limited liability company and which is a wholly-owned Subsidiary (directly or indirectly) of the Company and is incorporated and tax resident in a Pre-approved Jurisdiction, to the extent the Additional Borrower will be a Borrower under the Revolving Credit Facility or the Restructuring Loan Facility. It shall not be unreasonable for a Lender to withhold or delay its consent if the Additional Borrower is domiciled in a jurisdiction which would cause the Lender to breach any law or regulation or any internal rule or policy of such Lender.
(e) The Lenders may impose such limitations on the ability of an Additional Borrower to borrow under any Facility as they deem reasonably necessary.
(f) In the case of an Additional Borrower, until when the Facility Agent notifies the other Finance Parties and the Company that those it has received (or waived receipt of) all of the documents and evidence are referred to in paragraph (b) above in form and substance satisfactory to it (acting reasonably), that Additional Borrower may not use any Facilityit. The Facility Agent must give this notification as soon as reasonably practicable after receipt practicable.
(d) Delivery of such documents an Accession Agreement, executed by the relevant Subsidiary and evidence in form the Company, to the Facility Agent constitutes confirmation by that Subsidiary and substance satisfactory the Company that the Repeating Representations are then correct.
(e) Clause 16 (Guarantee and Indemnity) will be amended to it the extent the Facility Agent (acting reasonably)reasonably and after consultation with the Company) determines is necessary to reflect any requirement under the law of the jurisdiction of any Additional Guarantor to limit the guarantee to be provided by that Additional Guarantor.
Appears in 1 contract
Sources: Loan Agreement (Smith & Nephew PLC)
Additional Obligors. (ai) The Subject to sub-paragraph (ii) below and compliance with Clause 18.5 (“Know Your Customer” checks), the Company shall procure that may elect for any person required under Subclause 23.31 (Guarantees) of its wholly owned Subsidiaries to become an Additional GuarantorObligor.
(ii) If the Additional Obligor is an Additional Borrower and is incorporated in a jurisdiction other than the U.K., Germany, Switzerland or a person who wishes the United States of America, the prior consent of all the Lenders is required.
(iii) If the Additional Obligor is an Additional Borrower incorporated in Switzerland, the prior consent of the Facility Agent is required which consent may not be withheld by the Facility Agent if the Facility Agent, acting reasonably, is satisfied that the Ten Non-Bank Regulations and the Twenty Non-Bank Rule are complied with.
(b) If one of the Subsidiaries of the Company is to become an Additional Guarantor or an Additional BorrowerObligor, must:
then the Company must (i) execute and deliver to following consultation with the Facility Agent an Accession Deed (duly executed by the Company on behalf of all existing Borrowers and Guarantors);
(iiAgent) deliver to the Facility Agent each of the relevant documents and evidence listed in Part III B of Schedule 2 (Conditions Precedent Documentsprecedent documents);
(iii) deliver to the Facility Agent such other reports, opinions and documents (if any) as the Facility Agent may reasonably require in respect of the Additional Guarantor or Additional Borrower, each in form and substance satisfactory to the Facility Agent;
(iv) accede to the Priority Agreement as an Obligor in the manner required pursuant to the Priority Agreement; and
(v) comply with the other requirements of this Subclause 23.33.
(bc) The relevant Subsidiary will become an Additional Obligor on the date of the Accession Deed executed by it.
(c) Subject to the other provisions of this Agreement, the Company must comply with its obligations under paragraph (a):
(i) within fourteen days of the relevant person becoming a Material Subsidiary; or
(ii) if the relevant person is an Additional Borrower, before the Additional Borrower may use any Facility.
(d) The prior consent of all the Lenders (not to be unreasonably withheld) is required if an Additional Obligor is to be an Additional Borrower (except in respect of an Additional Borrower which is a limited liability company and which is a wholly-owned Subsidiary (directly or indirectly) of the Company and is incorporated and tax resident in a Pre-approved Jurisdiction, to the extent the Additional Borrower will be a Borrower under the Revolving Credit Facility or the Restructuring Loan Facility. It shall not be unreasonable for a Lender to withhold or delay its consent if the Additional Borrower is domiciled in a jurisdiction which would cause the Lender to breach any law or regulation or any internal rule or policy of such Lender.
(e) The Lenders may impose such limitations on the ability of an Additional Borrower to borrow under any Facility as they deem reasonably necessary.
(f) In the case of an Additional Borrower, until when the Facility Agent notifies the other Finance Parties and the Company that those it has received (or waived receipt of) all of the documents and evidence are referred to in paragraph (b) above in form and substance satisfactory to it (acting reasonably), that Additional Borrower may not use any Facilityit. The Facility Agent must give this notification as soon as reasonably practicable practicable.
(d) Delivery of an Accession Agreement, executed by the relevant Subsidiary and the Company, to the Facility Agent constitutes confirmation by that Subsidiary and the Company that the Repeating Representations are then correct.
(e) Clause 16 (Guarantee and Indemnity) will be amended to the extent the Facility Agent (acting reasonably and after receipt consultation with the Company) determines is necessary to reflect any requirement under the law of the jurisdiction of any Additional Guarantor to limit the guarantee to be provided by that Additional Guarantor.
(f) Prior to a Subsidiary organised under the laws of the United States of America or any state of the United States of America (including the District of Colombia) becoming an Additional Obligor, such documents and evidence in form and substance satisfactory Subsidiary shall provide any additional representations relating to it US laws binding on such Additional Obligor as may be requested by the Facility Agent (acting reasonably).
Appears in 1 contract
Additional Obligors. The Company will cause each of its Subsidiaries that guarantees or otherwise becomes liable at any time, whether as a borrower or an additional or co-borrower or otherwise (each, an “Additional Obligor”), for or in respect of any Indebtedness under any Material Credit Facility to concurrently therewith:
(a) The Company enter into a joinder agreement in substantially the form attached hereto as Schedule 9.7 or enter into an amendment to this Agreement with the other parties hereto and thereto, in form and substance reasonably satisfactory to the Required Holders, providing that such Additional Obligor shall procure that any person required under Subclause 23.31 (Guarantees) to become an Additional GuarantorObligor hereunder, or and Lincoln Electric Holdings, Inc. Uncommitted Master Shelf Facility
(b) deliver the following to AIG and each of holder of a person who wishes to become an Additional Guarantor or an Additional Borrower, mustNote:
(i) execute an executed counterpart of such joinder agreement or such amendment to this Agreement and deliver to the Facility Agent an Accession Deed (duly executed by the Company on behalf of all existing Borrowers and Guarantors)Notes;
(ii) deliver a certificate signed by an authorized responsible officer of such Additional Obligor containing representations and warranties on behalf of such Additional Obligor to the Facility Agent each same effect, mutatis mutandis, as those contained in Section 5 of the documents and evidence listed in Part III of Schedule 2 this Agreement (Conditions Precedent Documentsbut with respect to such Additional Obligor);
(iii) deliver all documents as may be reasonably requested by the Required Holders to evidence the Facility Agent due organization, continuing existence and good standing of such other reports, opinions Additional Obligor and documents (if any) as the Facility Agent may reasonably require in respect due authorization by all requisite action on the part of such Additional Obligor of the execution and delivery of such joinder agreement or such amendment to this Agreement and the performance by such Additional Guarantor or Additional Borrower, each in form Obligor of its obligations thereunder and substance satisfactory to under the Facility Agent;Notes; and
(iv) accede an opinion of counsel (which may be from internal counsel) reasonably satisfactory to the Priority Required Holders covering such matters relating to such Additional Obligor and such joinder agreement or such amendment to this Agreement as an Obligor in the manner required pursuant to the Priority Agreement; and
(v) comply with the other requirements of this Subclause 23.33Required Holders may reasonably request.
(b) The relevant Subsidiary will become an Additional Obligor on the date of the Accession Deed executed by it.
(c) Subject to the other provisions of this Agreement, the Company must comply with its obligations under paragraph (a):
(i) within fourteen days of the relevant person becoming a Material Subsidiary; or
(ii) if the relevant person is an Additional Borrower, before the Additional Borrower may use any Facility.
(d) The prior consent of all the Lenders (not to be unreasonably withheld) is required if an Additional Obligor is to be an Additional Borrower (except in respect of an Additional Borrower which is a limited liability company and which is a wholly-owned Subsidiary (directly or indirectly) of the Company and is incorporated and tax resident in a Pre-approved Jurisdiction, to the extent the Additional Borrower will be a Borrower under the Revolving Credit Facility or the Restructuring Loan Facility. It shall not be unreasonable for a Lender to withhold or delay its consent if the Additional Borrower is domiciled in a jurisdiction which would cause the Lender to breach any law or regulation or any internal rule or policy of such Lender.
(e) The Lenders may impose such limitations on the ability of an Additional Borrower to borrow under any Facility as they deem reasonably necessary.
(f) In the case of an Additional Borrower, until the Facility Agent notifies the other Finance Parties and the Company that those documents and evidence are in form and substance satisfactory to it (acting reasonably), that Additional Borrower may not use any Facility. 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).
Appears in 1 contract
Sources: Uncommitted Master Note Facility (Lincoln Electric Holdings Inc)
Additional Obligors. (ai) The Company shall procure that any person required under Subclause 23.31 Subject to paragraphs (Guaranteesb) to and (c) below, a Subsidiary of UPC Broadband may become an Additional Guarantor and any member of the Borrower Group may become an Additional Borrower by delivering to the Facility Agent an Obligor Accession Agreement, duly executed by that company as an Additional Guarantor or Additional Borrower (as applicable).
(ii) A person which (A) becomes the immediate Holding Company of UPC Broadband or (B) becomes a Guarantor under the Existing Facility Agreement shall, prior to or contemporaneously with becoming such Holding Company, become an Additional Guarantor by delivering to the Facility Agent an Obligor Accession Agreement, duly executed by that company as an Additional Guarantor.
(iii) A member of the Borrower Group that becomes an Additional Borrower shall, prior to or a contemporaneously with becoming an Additional Borrower, become an Additional Guarantor by delivering to the Facility Agent an Obligor Accession Agreement (which may be the same Obligor Accession Agreement entered into by that Additional Borrower referred to in subparagraph (i) above) duly executed by that company as an Additional Guarantor.
(iv) Upon execution and delivery of an Obligor Accession Agreement and delivery of the documents specified in subparagraph (v) below, the relevant Subsidiary, member of the Borrower Group or person who wishes referred to in subparagraph (i), (ii) or (iii) above will become an Additional Guarantor or Additional Borrower and an Additional Borrower, must:Guarantor (as applicable).
(iv) execute and deliver UPC Broadband shall procure that, at the same time as an Obligor Accession Agreement is delivered to the Facility Agent, there is also delivered to the Facility Agent an Accession Deed (duly executed by the Company on behalf of all existing Borrowers and Guarantors);
(ii) deliver to the Facility Agent each of the those documents and evidence listed in Part III 2 of Schedule 2 (Conditions Precedent Documents);
(iii) deliver to the Facility Agent such other reports, opinions and documents (if any) as the Facility Agent may reasonably require in respect of the Additional Guarantor or Additional Borrower, each case in form and substance satisfactory to the Facility Agent;Agent (acting reasonably).
(ivvi) accede The Obligor Accession Agreement referred to the Priority Agreement as an Obligor in subparagraph (i) above may, in the manner required pursuant to the Priority Agreement; and
(v) comply case of an Additional Guarantor, with the other requirements prior written approval of this Subclause 23.33the Facility Agent, include a limitation of the obligations or liabilities of the relevant Additional Guarantor under Clause 14 (Guarantee) where such limitation is required by any applicable law.
(b) The UPC Broadband shall:
(i) procure that at all times the value of the aggregate EBITDA of:
(A) the Guarantors as of the Effective Date (other than UPC Broadband, any UPC Broadband Holdco, UPC Holding and UPC Holding II) and their respective Subsidiaries (as calculated by reference to the relevant Subsidiary will financial statements most recently provided under Clause 16.2(a) or (b) (Financial information)); and
(B) any Additional Guarantors which have become Guarantors since the Effective Date and their respective Subsidiaries (as calculated by reference to the relevant financial statements most recently provided under Clause 16.2(a) or (b) (Financial information) or, if no such financial statements have been provided in respect of such Additional Guarantors, as calculated by reference to the financial statements referred to in paragraph 11 of Part 2 of Schedule 2 (Conditions Precedent Documents) provided under Clause 26.4(a)(iii) (Additional Obligors) in respect of each Additional Guarantor), is equal to or greater than 95 per cent. of the Borrower Group’s consolidated EBITDA (as calculated by reference to the relevant financial statements most recently provided under Clause 16.2(a) or (b) (Financial information) but, for the avoidance of doubt, deducting any corporate costs or allocations paid or payable by a member of the Borrower Group to one of its Affiliates pursuant to any general services arrangement), if necessary by procuring that additional Subsidiaries of UPC Broadband become Additional Guarantors; and
(ii) consult with the Facility Agent prior to any entity becoming an Additional Obligor on Guarantor in order to ensure that no material adverse change would or be reasonably likely to occur, as a result of such entity becoming an Additional Guarantor, in the date consolidated financial position of the Accession Deed executed by itBorrower Group (taken as a whole) which would or be reasonably likely to have a Material Adverse Effect.
(c) Subject A member of the Borrower Group may only become an Additional Borrower:
(i) if such member of the Borrower Group executes an Obligor Accession Agreement prior to or contemporaneously with the execution by the relevant Initial Additional Facility Lenders of the relevant Additional Facility Accession Agreement and (other than in the case of UPC Financing) such Obligor Accession Agreement specifies the relevant Additional Facility under which that member of the Borrower Group is to be a Borrower; and
(ii) with the prior consent of the Majority Lenders (except in the case of UPC Financing).
(d) UPC Broadband represents and warrants to the other provisions Finance Parties that it is in compliance with paragraph (b) above as of this Agreementthe Effective Date (all relevant calculations being made by reference to the financial statements most recently provided under Clause 16.2(a) or (b) (Financial information)).
(e) After the Effective Date, the Company must comply UPC Broadband shall be in compliance with its obligations under paragraph (a):
b) above if it procures that any of its Subsidiaries which are required to become Additional Guarantors do so within 60 days after the delivery to the Facility Agent of any financial statements delivered under Clause 16.2(a) or (ib) within fourteen days (Financial information) which demonstrate that additional Subsidiaries of the relevant person becoming a Material Subsidiary; or
(ii) if the relevant person is an Additional Borrower, before the Additional Borrower may use any Facility.
(d) The prior consent of all the Lenders (not UPC Broadband are required to be unreasonably withheld) is required if an become Additional Obligor is to be an Additional Borrower Guarantors under paragraph (except in respect of an Additional Borrower which is a limited liability company and which is a wholly-owned Subsidiary (directly or indirectly) of the Company and is incorporated and tax resident in a Pre-approved Jurisdiction, to the extent the Additional Borrower will be a Borrower under the Revolving Credit Facility or the Restructuring Loan Facility. It shall not be unreasonable for a Lender to withhold or delay its consent if the Additional Borrower is domiciled in a jurisdiction which would cause the Lender to breach any law or regulation or any internal rule or policy of such Lender.
(e) The Lenders may impose such limitations on the ability of an Additional Borrower to borrow under any Facility as they deem reasonably necessaryb).
(f) In the case The execution of an Obligor Accession Agreement constitutes confirmation by the relevant Additional Borrower, until the Facility Agent notifies the other Finance Parties and the Company that those documents and evidence are in form and substance satisfactory to it (acting reasonably), that Guarantor or Additional Borrower may not use any Facility. The Facility Agent must give this notification (if applicable) that the relevant representations and warranties set out in Clause 15 (Representations and Warranties) to be made by it on the date of the Obligor Accession Agreement are correct, as soon as reasonably practicable after receipt of such documents if made with reference to the facts and evidence in form and substance satisfactory to it (acting reasonably)circumstances then existing.
Appears in 1 contract
Additional Obligors. (a) The Company Subject to compliance with the provisions of paragraphs (b) and (c) of Clause 26.6 (“Know your customer” checks), the Parent may request that any of its wholly owned Subsidiaries become a Guarantor or a Borrower (each an “Additional Obligor”).
(b) Subject always to the provisions of Clause 28.24 (Guarantor Threshold Test and Additional Guarantors), the Parent shall procure that any person required under Subclause 23.31 (Guarantees) to become an Additional Guarantor, or a person who wishes to become an Additional Guarantor or an Additional Borrower, mustthat:
(i) execute within ten (10) Business Days following completion of the Italian Reorganisation, Italian Holdco will accede to this Agreement as an Additional Borrower and deliver to the Facility Agent an Accession Deed (duly executed by the Company on behalf of all existing Borrowers and Guarantors)Additional Guarantor;
(ii) deliver within ten (10) Business Days following completion of the Holdco Merger, Holdco will accede to this Agreement as an Additional Borrower and an Additional Guarantor;
(iii) within ten (10) Business Days following completion of the Target Merger, Target will accede to this Agreement as an Additional Borrower and an Additional Guarantor; and
(iv) from time to time thereafter, each member of the Group required to comply with Clause 28.24 (Guarantor Threshold Test and Additional Guarantors) will accede to this Agreement as an Additional Guarantor, in each case subject to delivery of the documentation referred to in paragraph (c)(iii) below
(c) A member of the Group which is a wholly owned Subsidiary of the Parent shall become an Additional Obligor if:
(i) other than with respect to those Additional Obligors set out at paragraph (b) above, all Lenders (in the case of a proposed Additional Borrower) or the Majority Lenders (in the case of a proposed Additional Guarantor) have approved that member of the Group;
(ii) the Parent and the proposed Additional Guarantor or the proposed Additional Bo▇▇▇▇▇▇ ▇eliver to the Facility Agent each a duly completed and executed Accession Letter; and
(iii) the Agent has received all of the documents and other evidence listed in Part III II of Schedule 2 (Conditions Precedent Documents);
(iiiPrecedent) deliver in relation to the Facility Agent such other reports, opinions and documents (if any) as the Facility Agent may reasonably require in respect of the that Additional Guarantor or Additional BorrowerObligor, each in form and substance satisfactory to the Facility Agent;
(iv) accede to the Priority Agreement as an Obligor in the manner required pursuant to the Priority Agreement; and
(v) comply with the other requirements of this Subclause 23.33.
(b) The relevant Subsidiary will become an Additional Obligor on the date of the Accession Deed executed by it.
(c) Subject to the other provisions of this Agreement, the Company must comply with its obligations under paragraph (a):
(i) within fourteen days of the relevant person becoming a Material Subsidiary; or
(ii) if the relevant person is an Additional Borrower, before the Additional Borrower may use any Facility.
(d) The prior consent of all the Lenders (not to be unreasonably withheld) is required if an Additional Obligor is to be an Additional Borrower (except in respect of an Additional Borrower which is a limited liability company and which is a wholly-owned Subsidiary (directly or indirectly) of the Company and is incorporated and tax resident in a Pre-approved Jurisdiction, to the extent the Additional Borrower will be a Borrower under the Revolving Credit Facility or the Restructuring Loan Facility. It shall not be unreasonable for a Lender to withhold or delay its consent if the Additional Borrower is domiciled in a jurisdiction which would cause the Lender to breach any law or regulation or any internal rule or policy of such Lender.
(e) The Lenders may impose such limitations on the ability of an Additional Borrower to borrow under any Facility as they deem reasonably necessary.
(f) In the case of an Additional BorrowerBorrower under Revolving Facility B or an Additional Guarantor incorporated in Italy, until the Facility Parties have agreed to make an appropriate increase to the guarantee limitation set out in Clause 24.12 (Guarantee limitations applicable to GTECH as Parent) or Clause 24.14 (Italian guarantee limitations).
(e) Notwithstanding anything else in this Agreement, no Subsidiary of the Parent may become or remain a Borrower at any time unless, at that time, it is also a Guarantor.
(f) The Agent notifies shall notify the other Finance Parties Parent and the Company Lenders promptly upon being satisfied that those documents and evidence are it has received (in form and substance satisfactory to it it) all the documents and other evidence listed in Part II of Schedule 2 (acting reasonablyConditions Precedent).
(g) Notwithstanding anything to the contrary in this Agreement, a Subsidiary of the Parent that Additional Borrower is a controlled foreign corporation (as such term is defined in Section 957 of the Code) may not use any Facility. The Facility Agent must give this notification as soon as reasonably practicable after receipt (and shall not be obligated to) become a Guarantor for purposes of such documents and evidence in form and substance satisfactory to it (acting reasonably)the Finance Documents.
Appears in 1 contract
Additional Obligors. (a) The Company shall procure that any person required under Subclause 23.31 (Guarantees) Each Obligor will promptly cause each Subsidiary of such Obligor to become an Additional Guarantor, or a person who wishes party to this Agreement by a joinder agreement reasonably satisfactory to the holders and to become an Additional a Guarantor hereunder and, in addition, each Obligor shall cause each Subsidiary of such Obligor to grant liens on all the property and assets of such Subsidiary to secure the obligations of such Subsidiary hereunder and under the other Financing Agreements, in each case, as promptly as practicable after such Subsidiary has been acquired or an Additional Borrowerformed by such Obligor. Notwithstanding the foregoing, must:
no such Subsidiary shall be obligated to become a Guarantor hereunder nor to pledge or secure any of its assets or properties to secure Obligations under the Financing Agreements if such guarantee and/or granting of liens, as the case may be, (i) execute and deliver to the Facility Agent an Accession Deed (duly executed is prohibited by the Company on behalf of all existing Borrowers and Guarantors);
applicable law, rule, regulation or ruling, or (ii) deliver with respect to any Subsidiary acquired in connection with a Permitted Acquisition, is prohibited by any existing Acquired Subsidiary Indebtedness Agreement of such Subsidiary, notwithstanding the Facility Agent each of Obligors’ and Subsidiaries’ commercially reasonable efforts to obtain consent from such Subsidiary’s existing lenders to provide such guaranty and grant such liens. In such event, the documents and evidence listed in Part III of Schedule 2 (Conditions Precedent Documents);
(iii) deliver holder shall be entitled to promptly receive from independent counsel for the Facility Agent such other reportsObligors a legal opinion, opinions and documents (if any) as the Facility Agent may reasonably require in respect of the Additional Guarantor or Additional Borrower, each satisfactory in form and substance satisfactory to the Facility Agent;
(iv) accede holders, to the Priority effect that such Subsidiary is so prohibited with a description, in reasonable detail, of the legal or regulatory prohibition applicable thereto, or the prohibition in such existing Acquired Subsidiary Indebtedness Agreement. If such legal or regulatory prohibition or the prohibition in such existing Acquired Subsidiary Indebtedness Agreement as an Obligor in ever ceases to exist, the manner required pursuant Obligors shall remain obligated to effectuate the Priority Agreement; and
(v) comply with transactions contemplated by the other requirements first sentence of this Subclause 23.33.
(b) The relevant Subsidiary will become an Additional Obligor on Section 9.8. Notwithstanding the date of the Accession Deed executed by it.
(c) Subject to the other provisions of this AgreementSection 9.8, it is agreed that the Company must comply with its obligations under paragraph (a):
(i) within fourteen days Subsidiaries of the relevant person becoming a Material Subsidiary; or
(ii) if the relevant person is an Additional Borrower, before the Additional Borrower may use any Facility.
(d) The prior consent of all the Lenders (not to be unreasonably withheld) is required if an Additional Obligor is to be an Additional Borrower (except in respect of an Additional Borrower which is a limited liability company and which is a wholly-owned Subsidiary (directly or indirectly) of the Company and is incorporated and tax resident in a Pre-approved Jurisdiction, to the extent the Additional Borrower Parent listed on Schedule 9.8 will be a Borrower under the Revolving Credit Facility or the Restructuring Loan Facility. It shall not be unreasonable for a Lender to withhold or delay its consent if the Additional Borrower is domiciled in a jurisdiction which would cause the Lender to breach any law or regulation or any internal rule or policy of such LenderObligors.
(e) The Lenders may impose such limitations on the ability of an Additional Borrower to borrow under any Facility as they deem reasonably necessary.
(f) In the case of an Additional Borrower, until the Facility Agent notifies the other Finance Parties and the Company that those documents and evidence are in form and substance satisfactory to it (acting reasonably), that Additional Borrower may not use any Facility. 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).
Appears in 1 contract