Additional Subsidiary Guarantors Clause Samples

Additional Subsidiary Guarantors. In the event that the Borrower shall request that certain Real Estate of a Subsidiary of Parent Company be included in the Unencumbered Asset Pool and such Real Estate is approved for inclusion in the Unencumbered Asset Pool in accordance with the terms hereof, Parent Company shall cause each such Subsidiary (and any entity having an interest in such Subsidiary of Parent Company unless not required by the Agent) that directly or indirectly owns or that provides services to the Real Estate similar to those provided by QTS Metro TRS at the Metro Property or which receives consideration from a tenant or licensee of such Real Estate, to execute and deliver to Agent a Guarantor Joinder Agreement, and such Subsidiary shall become an “Additional Subsidiary Guarantor” hereunder. In addition, in the event any Subsidiary of the Borrower shall constitute a Material Subsidiary, the Borrower shall cause such Subsidiary, as a condition to such Subsidiary’s becoming a guarantor or other obligor with respect to such other Unsecured Debt described therein, cause each such Subsidiary to execute and deliver to Agent a Joinder Agreement, and such Subsidiary shall become a Subsidiary Guarantor hereunder. Each such Additional Subsidiary Guarantor shall be specifically authorized, in accordance with its respective organizational documents, to guarantee the Obligations and the Hedge Obligations and become a party to the Contribution Agreement. Parent Company shall further cause all representations, covenants and agreements in the Loan Documents with respect to the Borrower and Guarantors to be true and correct with respect to each such Additional Subsidiary Guarantor, and the schedules to this Agreement shall be updated to reflect the addition of such Subsidiary as a Guarantor. Without limiting the foregoing, each such Subsidiary shall be in compliance with the representations contained in §6.30, which may not be waived without the written consent of each Lender. In connection with the delivery of any Guarantor Joinder Agreement, the Borrower shall deliver to the Agent such organizational agreements, resolutions, consents, opinions and other documents and instruments as the Agent may reasonably require.

Additional Subsidiary Guarantors. Pursuant to the Credit Agreement, additional Subsidiaries may be required to become Subsidiary Guarantors after the date hereof. Upon execution and delivery by the Administrative Agent and a Subsidiary of a Supplement, any such Subsidiary shall become a Subsidiary Guarantor hereunder with the same force and effect as if originally named as such herein. The execution and delivery of any such instrument shall not require the consent of any other Guarantor hereunder. The rights and obligations of each Guarantor hereunder shall remain in full force and effect notwithstanding the addition of any Subsidiary as a party to this Agreement.

Additional Subsidiary Guarantors. The Company will cause any Subsidiary which is required by the terms of the Bank Credit Agreement to become a party to, or otherwise guarantee, Indebtedness in respect of the Bank Credit Agreement, to enter into the Subsidiary Guaranty and deliver to each of the holders of the Notes (concurrently with the incurrence of any such obligation pursuant to the Bank Credit Agreement) the following items: (a) a joinder agreement in respect of the Subsidiary Guaranty; (b) a certificate signed by an authorized Responsible Officer of the Company making representations and warranties to the effect of those contained in Sections 5.4, 5.6 and 5.7, with respect to such Subsidiary and the Subsidiary Guaranty, as applicable; and (c) an opinion of counsel (who may be in-house counsel for the Company) addressed to each of the holders of the Notes satisfactory to the Required Holders, to the effect that the Subsidiary Guaranty by such Person has been duly authorized, executed and delivered and that the Subsidiary Guaranty constitutes the legal, valid and binding contract and agreement of such Person enforceable in accordance with its terms, except as an enforcement of such terms may be limited by bankruptcy, insolvency, fraudulent conveyance and similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles.

Additional Subsidiary Guarantors. (a) After the Issue Date, the Issuer will cause each Restricted Subsidiary which (i) Guarantees obligations of the Issuer or a Subsidiary Guarantor under, or (ii) is a borrower or obligor (other than as Guarantor) under, any Guarantor Obligation Debt to execute and deliver to the Trustee a supplemental indenture to this Indenture substantially in the form of Exhibit B attached hereto within 30 days after the giving of such Guarantee of, or becoming a borrower or obligor under, such Guarantor Obligation Debt pursuant to which such Restricted Subsidiary shall irrevocably and unconditionally (subject to the provisions of Section 10.06(a)) Guarantee, on a joint and several basis, the full and prompt payment of the principal of, premium, if any, and interest in respect of the Notes on a senior basis and all other obligations under this Indenture. (b) The Issuer at any time at its sole option also may cause any Non-Guarantor to become a Subsidiary Guarantor by executing and delivering to the Trustee a supplemental indenture to this Indenture substantially in the form of Exhibit B attached hereto, pursuant to which such Restricted Subsidiary irrevocably and unconditionally (subject to the provisions of Section 10.06(a)) Guarantee, on a joint and several basis, the full and prompt payment of the principal of, premium, if any, and interest in respect of the Notes on a senior basis and all other obligations under this Indenture.

Additional Subsidiary Guarantors. Pursuant to Section 6.11 of the Credit Agreement (and the requirement thereunder that all actions be taken in order to cause the Collateral and Guarantee Requirement to be satisfied at all times), certain Subsidiaries are required to enter into this Agreement as a Subsidiary Guarantor upon the occurrence of certain events. Upon execution and delivery, after the date hereof, by the Collateral Agent and such Subsidiary of an instrument in the form of Annex I, such Subsidiary shall become a Subsidiary Guarantor hereunder with the same force and effect as if originally named as a Subsidiary Guarantor hereunder. The execution and delivery of any such instrument shall not require the consent of any Subsidiary Guarantor hereunder. The rights and obligations of each Subsidiary Guarantor hereunder shall remain in full force and effect notwithstanding the addition of any new Subsidiary Guarantor as a party to this Agreement.

Additional Subsidiary Guarantors. Notify the Administrative Agent at any time that Borrower will be adding a Project to the pool of Qualified Unencumbered Properties upon which the Unencumbered Asset Value is determined. Such Project shall be included in the pool of Qualified Unencumbered Properties upon the approval by Administrative Agent of such Project in its sole but reasonable business judgment, and delivery of the following to Administrative Agent: (a) Description of such Project; (b) A certificate of a Responsible Officer that (A) includes a pro forma Compliance Certificate demonstrating the effects of including such Project and (B) certifies (1) such Project satisfies the criteria to be (x) a Qualified Unencumbered Property and (y) included in the Table of Contents calculation of Unencumbered Asset Value, (2) the cost or NOI of such Project used in the calculations in such pro forma Compliance Certificate, (3) the name of the owner of all or any portion of such Project (which must be a Wholly Owned Subsidiary as of the date on which it is added as a Qualified Unencumbered Property), (4) the date on which such Project shall become a Qualified Unencumbered Property (the “Addition Date”), which, without the express approval by Administrative Agent in its sole discretion, shall be no sooner than ten (10) days after delivery of the items described in clauses (i) through (iii) of this Section and (5) that there exists no Event of Default under this Agreement and that the addition of such Project shall not result in any such Event of Default; and (1) If required by Administrative Agent, a title report respecting such Project dated not more than fifteen (15) days prior to the date such Project will be added to such pool of Qualified Unencumbered Properties, and (2) except with respect to any Project that had been included in such pool of Qualified Unencumbered Properties within one (1) year prior to the date such Project will be added to such pool of Qualified Unencumbered Properties, a Phase I environmental report respecting such Project dated not more than six (6) months prior to the date such Project will be added to such pool of Qualified Unencumbered Properties. The effective date of the addition of such Project to the pool of Qualified Unencumbered Properties shall be the Addition Date. If the owner of all or any portion of such Project is not a Loan Party, the Borrower shall, within ten (10) days after the Addition Date, (a) cause such owner to become a Subsidiary Guarantor by exec...

Additional Subsidiary Guarantors. Notify the Administrative Agent at the time that (i) any Person becomes a Domestic Subsidiary (except for Immaterial Subsidiaries) or (ii) any Domestic Subsidiary ceases to be an Immaterial Subsidiary, and, in each case, promptly thereafter (and in any event within 30 days), cause such Person to (a) become a Subsidiary Guarantor by executing and delivering to the Administrative Agent a counterpart of the Subsidiary Guaranty or such other document as the Administrative Agent shall deem appropriate for such purpose, and (b) deliver to the Administrative Agent documents of the types referred to in clauses (iii) and (iv) of Section 4.01(a) and favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (a)), all in form, content and scope reasonably satisfactory to the Administrative Agent. Notwithstanding anything to the contrary contained herein or in any other Loan Document, the Borrower shall cause any Domestic Subsidiary that Guarantees any Indebtedness in excess of $25,000,000 to become a Subsidiary Guarantor. Solely with respect to the Target Subsidiaries (as defined in Section 4.03(f)), to the extent the items described in Section 4.03(f) are not delivered on the American Railcar Acquisition Closing Date with respect to the Target Subsidiaries, the delivery of such items will not be conditions to the availability of the Term Loan but instead shall be required to be delivered not later than 30 days following the American Railcar Acquisition Closing Date (or such later date as the Administrative Agent may agree in its sole discretion).

Additional Subsidiary Guarantors. As contemplated by Section 5.08 of the Revolving Credit Agreement, new Subsidiaries (other than a Financing Subsidiary, a CFC, a Subsidiary of a CFC, an Immaterial Subsidiary, a Transparent Subsidiary or a Subsidiary of a Transparent Subsidiary) of the Borrower formed or acquired by the Borrower after the date hereof, existing Subsidiaries of the Borrower that after the date hereof cease to constitute Financing Subsidiaries, CFCs, Subsidiaries of a CFC, Immaterial Subsidiaries, Transparent Subsidiaries or Subsidiaries of a Transparent Subsidiary under the Revolving Credit Agreement, and any other Person that otherwise becomes a Subsidiary (other than a Financing Subsidiary, a CFC, a Subsidiary of a CFC, an Immaterial Subsidiary, a Transparent Subsidiary or a Subsidiary of a Transparent Subsidiary) within the meaning of the definition thereof, are required to become a “Subsidiary Guarantor” under this Agreement, by executing and delivering to the Collateral Agent a Guarantee Assumption Agreement in the form of Exhibit B hereto. Accordingly, upon the execution and delivery of any such Guarantee Assumption Agreement by any such Subsidiary, such Subsidiary shall automatically and immediately, and without any further action on the part of any Person, become a “Subsidiary Guarantor” and an “Obligor” for all purposes of this Agreement, and Annexes 2.05, 2.07, 2.08, 2.09, 2.10 and 2.11 hereto shall be deemed to be supplemented in the manner specified in such Guarantee Assumption Agreement. In addition, upon execution and delivery of any such Guarantee Assumption Agreement, the new Subsidiary Guarantor makes the representations and warranties set forth in Section 2 as of the date of such Guarantee Assumption Agreement and shall be permitted to update the Annexes with respect to such Subsidiary.

Additional Subsidiary Guarantors. The Borrower shall execute or shall cause to be executed on the date any Person becomes a Material Domestic Subsidiary of the Borrower (other than an SPV and other than any Person that is already a Guarantor under the Guaranty), a supplement to the Guaranty pursuant to which such Material Domestic Subsidiary shall become a Guarantor, and shall deliver or cause to be delivered to the Administrative Agent all appropriate corporate resolutions and other documentation (including opinions of counsel) in each case in form and substance reasonably satisfactory to the Administrative Agent. If at any time (a) the aggregate assets of all of the Borrower’s Domestic Subsidiaries that are not Guarantors under the Guaranty exceeds 20% of the consolidated total assets of the Borrower and its Subsidiaries, or (b) the aggregate Consolidated Adjusted Net Income for the four consecutive fiscal quarters most recently ended of all of the Borrower’s Domestic Subsidiaries that are not Guarantors under the Guaranty exceeds 20% of the Borrower’s Consolidated Adjusted Net Income for such period, the Borrower will, within 30 days after its senior management becomes aware (or reasonably should have become aware) of such event, cause to be executed and delivered to the Administrative Agent a supplement to the Guaranty (together with such other documents, opinions and information as the Administrative Agent may require) with respect to additional Domestic Subsidiaries to the extent necessary so that, after giving effect thereto, the threshold levels in clauses (a) and (b) above are not exceeded.