Common use of Addition of Guarantors Clause in Contracts

Addition of Guarantors. As promptly as possible but in any event within thirty (30) days (or such later date as may be agreed upon by the Administrative Agent in its discretion) after any Domestic Subsidiary (other than any Excluded Domestic Subsidiary) becomes a Material Subsidiary of the Company, the Company shall cause each such Material Subsidiary to deliver to the Administrative Agent a duly executed Guaranty or supplement to an existing Guaranty pursuant to which such Material Subsidiary agrees to be bound by the terms and provisions of such Guaranty; provided, that if at any time (i) the aggregate amount of the book value of assets of all Domestic Subsidiaries that are not Supporting Subsidiaries (measured on a consolidated basis) exceeds fifteen percent (15%) of the aggregate book value of the Consolidated Total Assets of the Company and its Domestic Subsidiaries, or (ii) the Consolidated Net Worth of all Domestic Subsidiaries that are not Supporting Subsidiaries exceeds fifteen percent (15%) of the Consolidated Net Worth of the Company and its Domestic Subsidiaries, or (iii) the assets of all Domestic Subsidiaries that are not Supporting Subsidiaries contributed more than fifteen percent (15%) of the Company’s Consolidated Net Income, in each case as reported in the most recent annual audited financial statements delivered to the Lenders pursuant to Section 6.1(i) (or, prior to the delivery of the first of such annual audited financial statements under Section 6.1(i), as reported in the financial statements identified in Section 5.4), the Company shall cause additional Domestic Subsidiaries (other than any Excluded Domestic Subsidiary) to become parties to a Guaranty as Guarantors thereunder. For the avoidance of doubt, it is hereby understood and agreed that all determinations and calculations in respect of the Consolidated Total Assets of the Company and its Domestic Subsidiaries, the Consolidated Net Worth of the Company and its Domestic Subsidiaries and the Company’s Consolidated Net Income for purposes of this Section 6.10 shall exclude any assets, any Consolidated Net Worth and/or any Consolidated Net Income of any Excluded Domestic Subsidiary.

Addition of Guarantors. As promptly as possible but in any event within thirty (30) days (or such later date as may be agreed upon by the Administrative Agent in its discretion) after any Domestic Subsidiary (other than any Excluded Domestic Subsidiary) becomes a Material Subsidiary Pursuant to Section 7.3 of the CompanyCredit Agreement, the Company shall cause each such Borrower hereby requests that (a) the Eligible Properties identified on Annex B hereto (the “Specified Additional Properties”) to be added as an Eligible Properties under the Credit Agreement and (b) the Material Subsidiary to deliver Subsidiaries identified on Annex B (the “Specified Additional Guarantors”) be added as Guarantors under the Credit Agreement, which request constitutes a written request for the addition of Eligible Properties to the Administrative Agent Borrowing Base under Section 7.3 of the Credit Agreement. Subject to the satisfaction of the conditions precedent set forth in Section 3 below, the Specified Additional Properties shall be added to the Borrowing Base and the Specified Additional Guarantors shall be Guarantors under the Credit Agreement, effective as of the date hereof. Each Specified Additional Guarantor hereby elects to be a duly executed Guaranty or supplement “Guarantor” for all purposes of the Credit Agreement, effective from the date hereof. Each Specified Additional Guarantor confirms that the representations and warranties set forth in Section 6 of the Credit Agreement are true and correct as to an existing Guaranty pursuant such Specified Additional Guarantor as of the date hereof and such Specified Additional Guarantor shall comply with each of the covenants set forth in Section 8 of the Credit Agreement applicable to which such Material Subsidiary it. Without limiting the generality of the foregoing, each Specified Additional Guarantor hereby agrees to perform all the obligations of a Guarantor under, and to be bound in all respects by the terms and provisions of such Guaranty; providedof, that if at any time (i) the aggregate amount of the book value of assets of all Domestic Subsidiaries that are not Supporting Subsidiaries (measured on a consolidated basis) exceeds fifteen percent (15%) of the aggregate book value of the Consolidated Total Assets of the Company and its Domestic SubsidiariesCredit Agreement, or (ii) the Consolidated Net Worth of all Domestic Subsidiaries that are not Supporting Subsidiaries exceeds fifteen percent (15%) of the Consolidated Net Worth of the Company and its Domestic Subsidiariesincluding, or (iii) the assets of all Domestic Subsidiaries that are not Supporting Subsidiaries contributed more than fifteen percent (15%) of the Company’s Consolidated Net Incomewithout limitation, in each case as reported in the most recent annual audited financial statements delivered Section 13 thereof, to the Lenders pursuant to Section 6.1(i) (or, prior to same extent and with the delivery of the first of same force and effect as such annual audited financial statements under Section 6.1(i), as reported in the financial statements identified in Section 5.4), the Company shall cause additional Domestic Subsidiaries (other than any Excluded Domestic Subsidiary) to become parties to Specified Additional Guarantor were a Guaranty as Guarantors thereunder. For the avoidance of doubt, it is hereby understood and agreed that all determinations and calculations in respect of the Consolidated Total Assets of the Company and its Domestic Subsidiaries, the Consolidated Net Worth of the Company and its Domestic Subsidiaries and the Company’s Consolidated Net Income for purposes of this Section 6.10 shall exclude any assets, any Consolidated Net Worth and/or any Consolidated Net Income of any Excluded Domestic Subsidiarysignatory party thereto.

Addition of Guarantors. As promptly as possible but in any event within thirty (30) days (or such later date as may be agreed upon by the Administrative Agent in its discretion) after any Domestic Subsidiary (other than any Excluded Domestic SPV or a Foreign Subsidiary) becomes a Material Subsidiary of the Company, the Company shall cause each such Material Subsidiary to deliver to the Administrative Agent a duly executed Guaranty or supplement to an existing Guaranty pursuant to which such Material Subsidiary agrees to be bound by the terms and provisions of such Guaranty; provided, that if at any time (i) the aggregate amount of the book value of assets of all Domestic Subsidiaries that are not Supporting Subsidiaries (measured on a consolidated basis) exceeds fifteen percent (15%) of the aggregate book value of the Consolidated Total Assets of the Company and its Domestic Subsidiaries, or (ii) the Consolidated Net Worth of all Domestic Subsidiaries that are not Supporting Subsidiaries exceeds fifteen percent (15%) of the Consolidated Net Worth of the Company and its Domestic Subsidiaries, or (iii) the assets of all Domestic Subsidiaries that are not Supporting Subsidiaries contributed more than fifteen percent (15%) of the Company’s Consolidated Net Income, in each case as reported in the most recent annual audited financial statements delivered to the Lenders pursuant to Section 6.1(i) (or, prior to the delivery of the first of such annual audited financial statements under Section 6.1(i), as reported in the financial statements identified in Section 5.4), the Company shall cause additional Domestic Subsidiaries (other than any Excluded Domestic SubsidiarySPV) to become parties to a Guaranty as Guarantors thereunder, or to have their Capital Stock pledged pursuant to Section 6.10.2 to eliminate such excess; provided that no such pledge of the Capital Stock of a Foreign Subsidiary shall be required hereunder to the extent such pledge is prohibited by applicable law or the Administrative Agent and its counsel reasonably determine that, in light of the cost and expense associated therewith, such pledge would not provide material credit support for the benefit of the Holders of Obligations pursuant to legally binding, valid and enforceable Pledge Agreements. For the avoidance of doubt, it is hereby understood and agreed that all determinations and calculations in respect of the Consolidated Total Assets of the Company and its Domestic Subsidiaries, the Consolidated Net Worth of the Company and its Domestic Subsidiaries and the Company’s Consolidated Net Income for purposes of this Section 6.10 shall exclude any assets, any Consolidated Net Worth and/or any Consolidated Net Income of any Excluded Domestic SubsidiarySPV.

Addition of Guarantors. As promptly as possible but in any event within thirty (30) days (or such later date as may be agreed upon by the Administrative Agent in its discretion) after any Domestic Subsidiary (other than any Excluded Domestic SPV or a Foreign Subsidiary) becomes a Material Subsidiary of the Company, the Company shall cause each such Material Subsidiary to deliver to the Administrative Agent a duly executed Guaranty or supplement to an existing Guaranty pursuant to which such Material Subsidiary agrees to be bound by the terms and provisions of such Guaranty; provided, that if at any time (i) the aggregate amount of the book value of assets of all Domestic Subsidiaries that are not Supporting Subsidiaries (measured on a consolidated basis) exceeds fifteen percent (15%) of the aggregate book value of the Consolidated Total Assets of the Company and its Domestic Subsidiaries, or (ii) the Consolidated Net Worth of all Domestic Subsidiaries that are not Supporting Subsidiaries exceeds fifteen percent (15%) of the Consolidated Net Worth of the Company and its Domestic Subsidiaries, or (iii) the assets of all Domestic Subsidiaries that are not Supporting Subsidiaries contributed more than fifteen percent (15%) of the Company’s 's Consolidated Net Income, in each case as reported in the most recent annual audited financial statements delivered to the Lenders pursuant to Section 6.1(i) (or, prior to the delivery of the first of such annual audited financial statements under Section 6.1(i), as reported in the financial statements identified in Section 5.4), the Company shall cause additional Domestic Subsidiaries (other than any Excluded Domestic SubsidiarySPV) to become parties to a Guaranty as Guarantors thereunder, or to have their Capital Stock pledged pursuant to Section 6.10.2 to eliminate such excess; provided that no such pledge of the Capital Stock of a Foreign Subsidiary shall be required hereunder to the extent such pledge is prohibited by applicable law or the Administrative Agent and its counsel reasonably determine that, in light of the cost and expense associated therewith, such pledge would not provide material credit support for the benefit of the Holders of Obligations pursuant to legally binding, valid and enforceable Pledge Agreements. For the avoidance of doubt, it is hereby understood and agreed that all determinations and calculations in respect of the Consolidated Total Assets of the Company and its Domestic Subsidiaries, the Consolidated Net Worth of the Company and its Domestic Subsidiaries and the Company’s 's Consolidated Net Income for purposes of this Section 6.10 shall exclude any assets, any Consolidated Net Worth and/or any Consolidated Net Income of any Excluded Domestic SubsidiarySPV.