Common use of Additional Guarantors; Release of Guarantors Clause in Contracts

Additional Guarantors; Release of Guarantors. Pursuant to Section 7.12 of the Term Loan Agreement, Material Subsidiaries that are not also Excluded Subsidiaries are required to become Guarantors by, among other things, executing and delivering to Administrative Agent a Joinder Agreement. Any Subsidiary which executes and delivers to the Administrative Agent a Joinder Agreement shall be a Guarantor for all purposes hereunder. Under certain circumstances described in Section 7.12(b) of the Term Loan Agreement, certain Subsidiaries may obtain from the Administrative Agent, if the Administrative Agent is authorized to do so under the Term Loan Agreement, a written release from this Guaranty pursuant to the provisions of such Section 7.12, and upon obtaining such written release, any such Subsidiary shall no longer be a Guarantor hereunder, provided, however, that the conditions to such release set forth in such Section 7.12(b) are satisfied immediately before giving effect to such release. In the event any such conditions to such release are later found to have not been satisfied, then any such release shall be deemed null and void and the Affiliate of the Borrower that was the subject of such release shall instead be deemed to have remained a Guarantor hereunder for all purposes of this Guaranty. A release of a Guarantor from the Guaranty pursuant to Section 7.12(b) shall not waive any later requirement which may arise under Section 7.12(a) pursuant to which such released Guarantor would be obliged to become party hereto as a Guarantor. Each other Guarantor consents and agrees to any such release and agrees that no such release shall affect its obligations hereunder.

Additional Guarantors; Release of Guarantors. Pursuant to Section 7.12 (a) In the event that the Borrower shall request that certain Real Estate owned (or leased under a Ground Lease) by a Wholly-Owned Subsidiary of the Term Loan AgreementBorrower be included as a Borrowing Base Property as contemplated by §5.3 and such Real Estate is included as a Borrowing Base Property in accordance with the terms hereof, Material the Borrower shall, as a condition to such Real Estate being included as a Borrowing Base Property, cause each such Wholly-Owned Subsidiary, of Borrower that owns or leases under a Ground Lease such Real Estate and any TRS Lessee that leases such Real Estate under an Operating Lease and each other Wholly-Owned Subsidiary of Borrower or TRS that owns a direct or indirect interest in any of such Subsidiaries that are not also Excluded Subsidiaries are required and/or is a pledgor of the Equity Interests in any of such Persons pursuant to become Guarantors bythe Assignment of Interests, among other things, executing to execute and delivering deliver to Administrative the Agent a Joinder Agreement, and such Subsidiary shall become a Guarantor hereunder and thereunder. Any In addition, in the event any Subsidiary which executes of the Borrower shall constitute a Material Subsidiary, the Borrower shall promptly cause such Subsidiary to execute and delivers deliver to the Administrative Agent a Joinder Agreement Agreement, and such Subsidiary shall become a Guarantor hereunder and thereunder. Each such Subsidiary shall be specifically authorized, in accordance with its respective organizational documents, to be a Guarantor for hereunder and thereunder and to execute the Contribution Agreement and such Security Documents as the Agent may require. The Borrower shall further cause all purposes hereunderrepresentations, covenants and agreements in the Loan Documents with respect to the Guarantors to be true and correct with respect to each such Subsidiary. Under certain circumstances described in Section 7.12(b) In connection with the delivery of the Term Loan such Joinder Agreement, certain Subsidiaries may obtain from the Administrative Agent, if the Administrative Agent is authorized to do so under the Term Loan Agreement, a written release from this Guaranty pursuant Borrower shall deliver to the provisions of Agent such Section 7.12organizational agreements, resolutions, consents, opinions and upon obtaining such written release, any such Subsidiary shall no longer be a Guarantor hereunder, provided, however, that other documents and instruments as the conditions to such release set forth in such Section 7.12(b) are satisfied immediately before giving effect to such release. In the event any such conditions to such release are later found to have not been satisfied, then any such release shall be deemed null and void and the Affiliate of the Borrower that was the subject of such release shall instead be deemed to have remained a Guarantor hereunder for all purposes of this Guaranty. A release of a Guarantor from the Guaranty pursuant to Section 7.12(b) shall not waive any later requirement which Agent may arise under Section 7.12(a) pursuant to which such released Guarantor would be obliged to become party hereto as a Guarantor. Each other Guarantor consents and agrees to any such release and agrees that no such release shall affect its obligations hereunderreasonably require.

Additional Guarantors; Release of Guarantors. Pursuant to Section 7.12 (a) In the event that the Borrower shall request that certain Real Estate owned by a Wholly-Owned Subsidiary of the Term Loan AgreementBorrower be included as a Borrowing Base Property as contemplated by §5.3 and such Real Estate is included as a Borrowing Base Property in accordance with the terms hereof, Material Subsidiaries the Borrower shall, as a condition to such Real Estate being included as a Borrowing Base Property, cause (i)each such Wholly-Owned Subsidiary of Borrower that are not also Excluded Subsidiaries are required owns such Real Estate and any TRS Lessee that leases such Real Estate under an Operating Lease and (ii) each other Wholly-Owned Subsidiary of Borrower or TRS Lessee that owns a direct or indirect interest in any of such Subsidiaries, to become Guarantors by, among other things, executing execute and delivering deliver to Administrative the Agent a Joinder Agreement, and such Subsidiary shall become a Guarantor hereunder and thereunder. Any In addition, in the event any Subsidiary which executes of the Borrower shall constitute a Material Subsidiary, the Borrower shall promptly cause such Subsidiary to execute and delivers deliver to the Administrative Agent a Joinder Agreement Agreement, and such Subsidiary shall become a Guarantor hereunder and thereunder. Each such Subsidiary shall be specifically authorized, in accordance with its respective organizational documents, to be a Guarantor for hereunder and thereunder and to execute the Contribution Agreement and such Security Documents as the Agent may require. The Borrower shall further cause all purposes hereunderrepresentations, covenants and agreements in the Loan Documents with respect to the Guarantors to be true and correct with respect to each such Subsidiary. Under certain circumstances described in Section 7.12(b) In connection with the delivery of the Term Loan such Joinder Agreement, certain Subsidiaries may obtain from the Administrative Agent, if the Administrative Agent is authorized to do so under the Term Loan Agreement, a written release from this Guaranty pursuant Borrower shall deliver to the provisions of Agent such Section 7.12organizational agreements, resolutions, consents, opinions and upon obtaining such written release, any such Subsidiary shall no longer be a Guarantor hereunder, provided, however, that other documents and instruments as the conditions to such release set forth in such Section 7.12(b) are satisfied immediately before giving effect to such release. In the event any such conditions to such release are later found to have not been satisfied, then any such release shall be deemed null and void and the Affiliate of the Borrower that was the subject of such release shall instead be deemed to have remained a Guarantor hereunder for all purposes of this Guaranty. A release of a Guarantor from the Guaranty pursuant to Section 7.12(b) shall not waive any later requirement which Agent may arise under Section 7.12(a) pursuant to which such released Guarantor would be obliged to become party hereto as a Guarantor. Each other Guarantor consents and agrees to any such release and agrees that no such release shall affect its obligations hereunderreasonably require.

Additional Guarantors; Release of Guarantors. Pursuant to Section 7.12 (a) In the event that the Borrower shall request that certain Real Estate owned (or leased under a Ground Lease) by a Wholly-Owned Subsidiary of the Term Loan AgreementBorrower be included as a Borrowing Base Property as contemplated by §5.3 and such Real Estate is included as a Borrowing Base Property in accordance with the terms hereof, Material Subsidiaries the Borrower shall, as a condition to such Real Estate being included as a Borrowing Base Property, cause each such Wholly-Owned Subsidiary of Borrower that are not also Excluded Subsidiaries are required owns or leases under a Ground Lease such Real Estate and any TRS Lessee that leases such Real Estate under an Operating Lease and each other Wholly-Owned Subsidiary of Borrower or TRS that owns a direct or indirect interest in any of such Subsidiaries, to become Guarantors by, among other things, executing execute and delivering deliver to Administrative the Agent a Joinder Agreement, and such Subsidiary shall become a Guarantor hereunder and thereunder. Any In addition, in the event any Subsidiary which executes of the Borrower shall constitute a Material Subsidiary, the Borrower shall promptly cause such Subsidiary to execute and delivers deliver to the Administrative Agent a Joinder Agreement Agreement, and such Subsidiary shall become a Guarantor hereunder and thereunder. Each such Subsidiary shall be specifically authorized, in accordance with its respective organizational documents, to be a Guarantor for hereunder and thereunder and to execute the Contribution Agreement and such Security Documents as the Agent may require. The Borrower shall further cause all purposes hereunderrepresentations, covenants and agreements in the Loan Documents with respect to the Guarantors to be true and correct with respect to each such Subsidiary. Under certain circumstances described in Section 7.12(b) In connection with the delivery of the Term Loan such Joinder Agreement, certain Subsidiaries may obtain from the Administrative Agent, if the Administrative Agent is authorized to do so under the Term Loan Agreement, a written release from this Guaranty pursuant Borrower shall deliver to the provisions of Agent such Section 7.12organizational agreements, resolutions, consents, opinions and upon obtaining such written release, any such Subsidiary shall no longer be a Guarantor hereunder, provided, however, that other documents and instruments as the conditions to such release set forth in such Section 7.12(b) are satisfied immediately before giving effect to such release. In the event any such conditions to such release are later found to have not been satisfied, then any such release shall be deemed null and void and the Affiliate of the Borrower that was the subject of such release shall instead be deemed to have remained a Guarantor hereunder for all purposes of this Guaranty. A release of a Guarantor from the Guaranty pursuant to Section 7.12(b) shall not waive any later requirement which Agent may arise under Section 7.12(a) pursuant to which such released Guarantor would be obliged to become party hereto as a Guarantor. Each other Guarantor consents and agrees to any such release and agrees that no such release shall affect its obligations hereunderreasonably require.

Additional Guarantors; Release of Guarantors. Pursuant to Section 7.12 Upon delivery of the Term Loan Agreementannual financial statements for the Fiscal Year ending September 30, Material Subsidiaries that are 2011 and upon delivery of the annual financial statements for each subsequent Fiscal Year ending thereafter as required under Section 6.01(a), the Borrower shall cause any new or existing subsidiary of the Borrower which is a Significant Subsidiary (other than any Foreign Holding Company ) as of the end of such Fiscal Year and which is not also Excluded Subsidiaries are required already a Guarantor to (a) become Guarantors bya Guarantor by executing and delivering to the Administrative Agent a counterpart of the Guaranty or such other document as the Administrative Agent shall deem appropriate for such purpose, and (b) upon the request of the Administrative Agent, 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 in-house counsel to such Person (which shall cover, among other things, executing the legality, validity, binding effect and delivering enforceability of the documentation referred to Administrative Agent a Joinder Agreement. Any Subsidiary which executes in clause (a)), all in form, content and delivers scope reasonably satisfactory to the Administrative Agent Agent. Any Guarantor that is either (i) no longer a Joinder Significant Subsidiary as of the end of such Fiscal Year or (ii) released from its obligations as a guarantor with respect to both the Indebtedness under the Note Purchase Agreement and the Indebtedness under the Revolving Credit Agreement shall be a Guarantor for all purposes hereunder. Under certain circumstances described be, notwithstanding any other provision in Section 7.12(b) of the Term Loan AgreementGuaranty to the contrary, certain Subsidiaries may obtain automatically released from the Administrative AgentGuaranty. Upon release of any Guarantor pursuant to the preceding clause (ii), if the Administrative Agent shall execute such other documentation as is authorized reasonably requested by the Borrower to do so under the Term Loan Agreement, a written release from this Guaranty pursuant to the provisions of such Section 7.12, and upon obtaining such written release, any such Subsidiary shall no longer be a Guarantor hereunder, provided, however, that the conditions to such release set forth in such Section 7.12(b) are satisfied immediately before giving effect to evidence such release. In the event any such conditions to such release are later found to have not been satisfied, then any such release shall be deemed null and void The Lenders and the Affiliate Administrative Agent specifically acknowledge and agree that (i) AECOM Global, Inc. shall be, and hereby is, released from all of the Borrower that was the subject of such release shall instead be deemed to have remained a Guarantor hereunder for all purposes of this Guaranty. A release of a Guarantor from its obligations under the Guaranty pursuant to Section 7.12(bexecuted in connection with the Existing Credit Agreement and (ii) shall not waive any later requirement which may arise AECOM Global, Inc. has no obligations under Section 7.12(a) pursuant to which such released Guarantor would be obliged to become party hereto as a Guarantor. Each the Guaranty being executed in connection herewith or otherwise in connection with this Agreement and the other Guarantor consents and agrees to any such release and agrees that no such release shall affect its obligations hereunderLoan Documents.

Additional Guarantors; Release of Guarantors. Pursuant to Section 7.12 In the event of any Bond Issuance occurring after the Closing Date or the issuance after the Closing Date of any guaranty or other credit support for any Bonds, in each case by any Wholly‑Owned Subsidiary or any wholly‑owned Subsidiary of the Term Parent Guarantor (other than the Operating Partnership, an existing Guarantor or an Immaterial Subsidiary) (any such Bond Issuances, guaranties and credit support being referred to as “Bond Debt”), such Subsidiary issuer or such guarantor or provider of credit support shall, at the cost of the Loan AgreementParties, Material Subsidiaries that are not also Excluded Subsidiaries are required to become Guarantors bya Guarantor hereunder (each, among other things, an “Additional Guarantor”) within 15 days after such Bond Issuance by executing and delivering to Administrative Agent a Joinder Agreement. Any Subsidiary which executes and delivers to the Administrative Agent a Joinder Agreement shall be a Guarantor for all purposes hereunder. Under certain circumstances described in Section 7.12(b) Guaranty Supplement guaranteeing the Obligations of the Term other Loan Agreement, certain Subsidiaries may obtain from the Administrative Agent, if the Administrative Agent is authorized to do so Parties under the Term Loan Agreement, a written release from this Guaranty pursuant to the provisions of such Section 7.12, and upon obtaining such written release, any such Subsidiary shall no longer be a Guarantor hereunder, Documents; provided, however, that Wholly‑Owned Foreign Subsidiaries that are not Immaterial Subsidiaries shall be permitted to incur and/or have outstanding (i) Bond Debt in a principal amount not to exceed 10% of Total Asset Value, (ii) Debt under the conditions Facility, and (iii) Secured Debt, in each case without being required to become a Guarantor pursuant to this Section 5.01(j). Each Additional Guarantor shall, within such release 15 day period, deliver to the Administrative Agent (A) all of the documents set forth in such Section 7.12(bSections 3.01(a)(iii), (iv), (v), (vi) are satisfied immediately before giving effect and (vii) with respect to such release. In Additional Guarantor, (B) all of the event any such conditions “know your client” information relating to such release are later found Additional Guarantor that is reasonably requested by the Administrative Agent or any Lender Party and (C) a corporate formalities legal opinion relating to have not been satisfiedsuch Additional Guarantor from counsel reasonably acceptable to the Administrative Agent, all in form and substance reasonably satisfactory to the Administrative Agent. If any Additional Guarantor is no longer a guarantor or credit support provider with respect to any Bonds, then any such release shall be deemed null and void and the Affiliate Administrative Agent shall, upon the request of the Borrower that was the subject of Operating Partnership, release such release shall instead be deemed to have remained a Guarantor hereunder for all purposes of this Guaranty. A release of a Additional Guarantor from the Guaranty pursuant Guaranty, provided that no Event of Default shall have occurred and be continuing. For the avoidance of doubt, the Borrowers shall cause the Guarantors hereunder to Section 7.12(b) shall not waive be the same as the “Guarantors” as defined in and under the Global Loan Documents at all times. The Administrative Agent shall, upon Digital Realty – Yen Credit Agreement the request of the Operating Partnership, release any later requirement which may arise under Section 7.12(a) pursuant to which such Guarantor that is released Guarantor would be obliged to become party hereto from the Global Loan Documents in accordance with their terms as a “Guarantor. Each other Guarantor consents and agrees to any such release and agrees ” (as defined thereunder) from the Guaranty, provided that no such release Event of Default shall affect its obligations hereunderhave occurred and be continuing.