Common use of Additional Issuers Clause in Contracts

Additional Issuers. (i) The Company may from time to time, upon not less than 15 Business Days’ notice from the Company to the Administrative Agent (or such shorter period as may be agreed by the Administrative Agent in its sole discretion), designate a Tranche 1 Lender hereunder as an additional L/C Issuer (upon obtaining such Tranche 1 Lender’s prior consent thereto) or replace a previously designated L/C Issuer by designating another Tranche 1 Lender as L/C Issuer (provided that there are no outstanding Letters of Credit issued by, or L/C Obligations owing to, the L/C Issuer to be replaced); provided that at no time shall there be more than four L/C Issuers hereunder. Any such designation shall be subject to the approval of the Administrative Agent (such approval not to be unreasonably withheld). The Administrative Agent will promptly notify the Company and the Tranche 1 Lenders of any designation and approval of an additional L/C Issuer, and of the amount of any Issuer Sublimit of such L/C Issuer. Upon any such approval of a L/C Issuer by the Administrative Agent and delivery by such L/C Issuer to the Administrative Agent of such contact and other information regarding such L/C Issuer as the Administrative Agent shall reasonably request, such Tranche 1 Lender shall be a L/C Issuer for all purposes of this Agreement, and references to the L/C Issuers shall mean and include such Tranche 1 Lender in its capacity as L/C Issuer. (ii) Any such additional L/C Issuer, and any existing L/C Issuer (other than Bank of America), shall be entitled to specify from time to time any U.S. Dollar limit on the stated amount of Letters of Credit permitted to be outstanding from such Issuer at any time (an “Issuer Sublimit”). (iii) If any L/C Issuer shall issue any Letter of Credit, or amend any Letter of Credit (if the effect thereof is to increase the stated amount of such Letter of Credit), without obtaining prior consent from the Administrative Agent (as provided in Section 2.03(a)(ii)), or if any L/C Issuer shall permit the extension of an Auto-Extension Letter of Credit without giving timely prior notice to the Administrative Agent or when such extension is not permitted hereunder (as provided in Section 2.03(a)(iii)), such Letter of Credit (in the case of any such amendment, to the extent of the increased stated amount thereof) (A) shall for all purposes be deemed to have been issued by such L/C Issuer solely for its own account and risk, and (B) shall not be considered a Letter of Credit outstanding under this Agreement, and no Tranche 1 Lender shall be deemed to have any participation therein, effective as of the date of such issuance, amendment or extension, as the case may be, unless the Required Tranche 1 Lenders expressly consent thereto; provided, however, that to be considered a Letter of Credit outstanding under this Agreement, the consent of all Tranche 1 Lenders shall be required if any such issuance, amendment or extension is not then permitted hereunder by reason of the provisions of clauses (C) or (H) of Section 2.03(a)(ii).

Additional Issuers. (i) The Company may from time to time, upon not less than 15 Business Days’ notice from the Company to the Administrative Agent (or such shorter period as may be agreed by the Administrative Agent in its sole discretion), designate a Tranche 1 Lender hereunder as an additional L/C Issuer (upon obtaining such Tranche 1 Lender’s prior consent thereto) or replace a previously designated L/C Issuer by designating another Tranche 1 Lender as L/C Issuer (provided that there are no outstanding Letters of Credit issued by, or L/C Obligations owing to, the L/C Issuer to be replaced); provided that at no time shall there be more than four L/C Issuers hereunder. Any such designation shall be subject to the approval of the Administrative Agent (such approval not to be unreasonably withheld). The Administrative Agent will promptly notify the Company and the Tranche 1 Lenders of any designation and approval of an additional L/C Issuer, and of the amount of any Issuer Sublimit of such L/C Issuer. Upon any such approval of a L/C Issuer by the Administrative Agent and delivery by such L/C Issuer to the Administrative Agent of such contact and other information regarding such L/C Issuer as the Administrative Agent shall reasonably request, such Tranche 1 Lender shall be a L/C Issuer for all purposes of this Agreement, and references to the L/C Issuers shall mean and include such Tranche 1 Lender in its capacity as L/C Issuer. (ii) Any such additional L/C Issuer, and any existing L/C Issuer (other than Bank of America), shall be entitled to specify from time to time any U.S. Dollar limit on the stated face amount of Letters of Credit permitted to be outstanding from such Issuer at any time (an “Issuer Sublimit”). (iii) If any L/C Issuer shall issue any Letter of Credit, or amend any Letter of Credit (if the effect thereof is to increase the stated face amount of such Letter of Credit), without obtaining prior consent from the Administrative Agent (as provided in Section 2.03(a)(ii)), or if any L/C Issuer shall permit the extension of an Auto-Extension Letter of Credit without giving timely prior notice to the Administrative Agent or when such extension is not permitted hereunder (as provided in Section 2.03(a)(iii)), such Letter of Credit (in the case of any such amendment, to the extent of the increased stated face amount thereof) (A) shall for all purposes be deemed to have been issued by such L/C Issuer solely for its own account and risk, and (B) shall not be considered a Letter of Credit outstanding under this Agreement, and no Tranche 1 Lender shall be deemed to have any participation therein, effective as of the date of such issuance, amendment or extension, as the case may be, unless the Required Tranche 1 Lenders expressly consent thereto; provided, however, that to be considered a Letter of Credit outstanding under this Agreement, the consent of all Tranche 1 Lenders shall be required if any such issuance, amendment or extension is not then permitted hereunder by reason of the provisions of clauses (C) or (H) of Section 2.03(a)(ii).

Additional Issuers. (ia) The Company Each Issuer accepts joint and several liability hereunder in consideration of the financial accommodation to be provided by the Secured Parties under this Indenture and the other Notes Documents, for the mutual benefit, directly and indirectly, of each Issuer and in consideration of the undertakings of each Issuer to accept joint and several liability for the obligations of each Issuer. (b) Each Issuer shall be jointly and severally liable for the Secured Obligations, regardless of which Issuer actually receives the proceeds of Notes issued under this Indenture or the amount of proceeds received or the manner in which any Secured Party accounts for the Secured Obligations on its books and records. Each Issuer’s obligations with respect to Notes, and each Issuer’s obligations arising as a result of the joint and several liability of such Issuer hereunder, with respect to the Notes and the other Secured Obligations owing by the Issuers hereunder, shall be separate and distinct obligations, but all such obligations shall be primary obligations of each Issuer. (c) Each Issuer’s obligations arising as a result of the joint and several liability of such Issuer hereunder with respect to the Notes and the other Secured Obligations shall, to the fullest extent permitted by law, be unconditional irrespective of (A) the validity or enforceability, avoidance or subordination of the obligations of any other Issuer or of any promissory note or other document evidencing all or any part of the obligations of any other Issuer, (B) the absence of any attempt to collect the Secured Obligations from any other Issuer, any other guarantor, or any other security therefor, or the absence of any other action to enforce the same, (C) the waiver, consent, extension, forbearance or granting of any indulgence by any Secured Party with respect to any provision of any instrument evidencing the obligations of any other Issuer, or any part thereof, or any other agreement now or hereafter executed by any other Issuer and delivered to any Secured Party, (D) the failure by any Secured Party to take any steps to perfect and maintain its security interest in, or to preserve its rights to, any security or collateral for the obligations of any other Issuer, (E) any Secured Party’s election, in any proceeding instituted under the Bankruptcy Code of the United States, of the application of Section 1111(b)(2) of the Bankruptcy Code of the United States, (F) any borrowing or grant of a security interest by any other Issuer, as Debtor In Possession under Section 364 of the Bankruptcy Code of the United States, (G) the disallowance of all or any portion of any Secured Party’s claim(s) for the repayment of the obligations of any other Issuer under Section 502 of the Bankruptcy Code of the United States, or (H) any other circumstances which might constitute a legal or equitable discharge or defense of a guarantor or of any other Issuer. With respect to each Issuer’s obligations arising as a result of the joint and several liability of such Issuer hereunder with respect to the Notes, such Issuer waives, until the Secured Obligations shall have been paid in full and this Indenture and the other Notes Documents shall have been terminated, any right to enforce any right of subrogation or any remedy which any Secured Party now has or may hereafter have against such Issuer, any endorser or any guarantor of all or any part of the Secured Obligations, and any benefit of, and any right to participate in, any security or collateral given to any Secured Party to secure payment of the Secured Obligations or any other liability of any Issuers to the Trustee or any Holder. (d) Upon the occurrence and during the continuation of any Event of Default, the Trustee and the Holders may proceed directly and at once, without notice, against any Issuer to collect and recover the full amount, or any portion of the Secured Obligations, without first proceeding against any other Issuer or any other Person, or against any security or collateral for the Secured Obligations. Each Issuer consents and agrees that the Trustee and the Holders shall be under no obligation to marshal any assets in favor of any Issuer or against or in payment of any or all of the Secured Obligations. (e) After the Closing Date, the Parent Issuer may, at any time and from time to time, upon not less than 15 Business Days’ notice from the Company designate any Restricted Subsidiary that is a wholly-owned Domestic Subsidiary that is treated as a corporation for U.S. federal income tax purposes as an Issuer by delivery to the Administrative Agent (or Trustee of an Issuer Supplemental Indenture executed by such shorter period as may be agreed by the Administrative Agent in its sole discretion), designate a Tranche 1 Lender hereunder as an additional L/C Issuer (upon obtaining such Tranche 1 Lender’s prior consent thereto) or replace a previously designated L/C Issuer by designating another Tranche 1 Lender as L/C Issuer (provided that there are no outstanding Letters of Credit issued by, or L/C Obligations owing to, the L/C Issuer to be replaced); provided that at no time shall there be more than four L/C Issuers hereunder. Any such designation shall be subject to the approval of the Administrative Agent (such approval not to be unreasonably withheld). The Administrative Agent will promptly notify the Company Subsidiary and the Tranche 1 Lenders of any designation and approval of an additional L/C Parent Issuer, and of the amount of together with any Issuer Sublimit of such L/C Issuer. Upon any such approval of a L/C Issuer by the Administrative Agent and delivery by such L/C Issuer to the Administrative Agent of such contact documentation and other information regarding with respect to such L/C additional Issuer required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the USA Patriot Act requested by the Trustee (and to the extent not theretofore delivered on the Closing Date or otherwise), and satisfying the Collateral and Guarantee Requirement (including without limitation the actions as the Administrative Agent shall reasonably requestspecified in Section 3.13 with respect to newly formed Subsidiaries), and upon such delivery and satisfaction, such Tranche 1 Lender Subsidiary shall be a L/C Issuer for all purposes of this Agreement, Indenture and references the other Notes Documents be an Issuer and a party to the L/C Issuers shall mean and include such Tranche 1 Lender in its capacity this Issuer. As soon as L/C Issuer. (ii) Any such additional L/C Issuer, and any existing L/C Issuer (other than Bank of America), shall be entitled to specify from time to time any U.S. Dollar limit on the stated amount of Letters of Credit permitted to be outstanding from such Issuer at any time (an “Issuer Sublimit”). (iii) If any L/C Issuer shall issue any Letter of Credit, or amend any Letter of Credit (if the effect thereof is to increase the stated amount of such Letter of Credit), without obtaining prior consent from the Administrative Agent (as provided in Section 2.03(a)(ii)), or if any L/C Issuer shall permit the extension practicable upon receipt of an Auto-Extension Letter of Credit without giving timely prior notice to the Administrative Agent or when such extension is not permitted hereunder (as provided in Section 2.03(a)(iii)), such Letter of Credit (in the case of any such amendment, to the extent of the increased stated amount thereof) (A) shall for all purposes be deemed to have been issued by such L/C Issuer solely for its own account and risk, and (B) shall not be considered a Letter of Credit outstanding under this Agreement, and no Tranche 1 Lender shall be deemed to have any participation therein, effective as of the date of such issuance, amendment or extension, as the case may be, unless the Required Tranche 1 Lenders expressly consent thereto; provided, however, that to be considered a Letter of Credit outstanding under this AgreementSupplemental Indenture, the consent of all Tranche 1 Lenders Trustee shall be required if any such issuance, amendment or extension is not then permitted hereunder by reason of the provisions of clauses (C) or (H) of Section 2.03(a)(ii)furnish a copy thereof to each Holder.