Common use of Additional Loan Parties Clause in Contracts

Additional Loan Parties. Notify the Administrative Agent promptly after any Person becomes a Subsidiary (other than any Excluded Subsidiary but including any Unrestricted Subsidiary being reclassified as a Restricted Subsidiary) of the Lead Borrower, and promptly thereafter (and in any event within fifteen (15) Business Days) if requested by the Administrative Agent, (i) cause any such Person to become a Borrower or Guarantor by executing and delivering to the Administrative Agent a Joinder Agreement to this Agreement or a counterpart of the Facility Guaranty or such other document as the Administrative Agent shall deem reasonably appropriate for such purpose, (ii) subject to the requirements of Section 6.16(b), xxxxx x Xxxx to the Collateral Agent on such Person’s assets on the same types of assets which constitute Collateral under the Security Documents to secure the Obligations, and (iii) deliver to the Administrative Agent documents of the types referred to in clauses (iii) and (iv) of Section 4.01(a) and if requested by the Administrative Agent, 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)), and (b) if any Equity Interests or Indebtedness of such Person are owned by or on behalf of any Loan Party, to pledge such Equity Interests and promissory notes evidencing such Indebtedness, in each case in form, content and scope reasonably satisfactory to the Administrative Agent. In addition, for purposes of compliance with Section 6.01, any direct or indirect parent entity of the Lead Borrower may become a guarantor by executing and delivering to the Administrative Agent a guarantee agreement in a form satisfactory to the Administrative Agent which shall be executed by the Lead Borrower and such parent; provided that such parent entity shall not otherwise be deemed to be a “Borrower”, “Guarantor” or “Loan Party” for any purpose under this Agreement. In no event shall compliance with this Section 6.11 waive or be deemed a waiver or consent to any transaction giving rise to the need to comply with this Section 6.11 if such transaction was not otherwise expressly permitted by this Agreement or constitute or be deemed to constitute, with respect to any Subsidiary, an approval of such Person as a Borrower or Guarantor or permit the inclusion of any acquired assets in the computation of the Borrowing Base.

Additional Loan Parties. Notify the Administrative Agent promptly (a) Within 20 days after any Person a Material Operating Group Entity is formed or acquired or such person becomes a Subsidiary (other than any Excluded Subsidiary but including any Unrestricted Subsidiary being reclassified Material Operating Group Entity, as a Restricted Subsidiary) applicable, notify the Agent of the Lead Borrowersuch occurrence, and promptly thereafter (and in any event and, within fifteen (15) Business Days) if requested by the Administrative Agent30 days following such notification, cause such Material Operating Group Entity to (i) cause any such Person to become a Borrower or Guarantor Loan Party by executing and delivering to the Administrative Agent a Loan Party Joinder Agreement to this Agreement or a counterpart of the Facility Guaranty or executed by such other document as the Administrative Agent shall deem reasonably appropriate for such purposenew Loan Party, (ii) subject deliver to the requirements Agent a certificate of such Material Operating Group Entity, substantially in the form of the certificates delivered pursuant to Section 6.16(b), xxxxx x Xxxx to the Collateral Agent on such Person’s assets 3.1(e) through (g) on the same types of assets which constitute Collateral under the Security Documents to secure the ObligationsRestatement Effective Date, with appropriate insertions and attachments, and (iii) if reasonably requested by the Agent, deliver to the Administrative Agent documents of legal opinions relating to the types referred to matters described above, which opinions shall be in clauses (iii) form and (iv) of Section 4.01(a) and if requested by the Administrative Agent, 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))substance, and (b) if any Equity Interests from Xxxxxx & Xxxxxxx LLP or Indebtedness of such Person are owned by or on behalf of any Loan Partyother counsel, to pledge such Equity Interests and promissory notes evidencing such Indebtedness, in each case in form, content and scope reasonably satisfactory to the Administrative Agent. In addition; provided, for purposes that in the case of compliance with Section 6.01any Material Operating Group Entity that is an Immaterial Subsidiary, any direct or indirect parent entity of the Lead Borrower may become a guarantor by executing and delivering to the Administrative Agent a guarantee agreement in a form satisfactory to the Administrative Agent which shall be executed by the Lead Borrower and such parent; provided that such parent entity Immaterial Subsidiary shall not otherwise be deemed to be a “Borrower”, “Guarantor” or “Loan Party” for any purpose under this Agreement. In no event shall compliance with this Section 6.11 waive or be deemed a waiver or consent to any transaction giving rise to the need required to comply with this Section 6.11 if 5.7(a) so long as the aggregate Management Fees paid or payable directly to the Loan Parties during the four fiscal quarter period preceding such transaction was not otherwise expressly permitted by this Agreement date equals or constitute exceeds 70% of the aggregate Management Fees paid or be deemed payable to constitutethe Borrower and its Subsidiaries during such period. For purposes of the foregoing proviso, with respect Management Fees payable to any SubsidiarySubsidiary that are earned from a closed-end Ares Fund (or from any other Fee Generating Entity that is subject to a remaining lock-up period of at least two years) that was acquired or formed during such period shall be included in such calculation on a pro-forma basis for such period. Any document, an approval of such Person as agreement, or instrument executed or issued pursuant to this Section 5.7 shall be a Borrower or Guarantor or permit the inclusion of any acquired assets in the computation of the Borrowing BaseLoan Document.

Additional Loan Parties. Notify the Administrative Agent promptly after at the time that any Person becomes a Subsidiary (other than any Excluded Subsidiary but including any Unrestricted Subsidiary being reclassified as a Restricted Subsidiary) of the Lead Borrower, and promptly thereafter (and in any event within fifteen (15) Business Days) if requested by the Administrative Agentdays), (i) cause any such Person (a) which is not a CFC, to (i) become a Borrower or Guarantor Loan Party by executing and delivering to the Administrative Agent a Joinder Agreement to this Agreement or a counterpart of the Facility Guaranty or such other document as the Administrative Agent shall deem reasonably appropriate for such purpose, (ii) subject to the requirements of Section 6.16(b), xxxxx x Xxxx to the Collateral Administrative Agent on such Person’s assets on of the same types of assets which constitute type included in the Collateral under the Security Documents to secure the Obligations, and (iii) deliver to the Administrative Agent documents of the types referred to in clauses (iii) and (iv) of Section 4.01(a) and if requested by the Administrative Agent, 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)), and (b) if any Equity Interests or Indebtedness of such Person are owned by or on behalf of any Loan Party, to pledge such Equity Interests and promissory notes evidencing such IndebtednessIndebtedness (except that, if such Subsidiary is a CFC, the Equity Interests of such Subsidiary to be pledged may be limited to sixty-five percent (65%) of the outstanding voting Equity Interests of such Subsidiary and one hundred percent (100%) of the non-voting Equity Interests of such Subsidiary and such time period may be extended based on local law or practice), in each case in form, content and scope reasonably satisfactory to the Administrative Agent. In addition, for purposes of compliance with Section 6.01, any direct or indirect parent entity of the Lead Borrower may become a guarantor by executing and delivering to the Administrative Agent a guarantee agreement in a form satisfactory to the Administrative Agent which shall be executed by the Lead Borrower and such parent; provided that such parent entity shall not otherwise be deemed to be a “Borrower”, “Guarantor” or “Loan Party” for any purpose under this Agreement. In no event shall compliance with this Section 6.11 6.12 waive or be deemed a waiver or consent Consent to any transaction giving rise to the need to comply with this Section 6.11 6.12 if such transaction was not otherwise expressly permitted by this Agreement or constitute or be deemed to constitute, with respect to any Subsidiary, an approval of such Person as a Borrower or Guarantor or permit the inclusion of any acquired assets in the computation of the Borrowing Base. Notwithstanding the foregoing provisions of this Section 6.12, the parties hereto acknowledge and agree that Xxxxx Mart Air, Inc. shall not be required to become a Loan Party as long as Borrowers are in compliance with the requirements of Section 7.16.

Additional Loan Parties. Notify the Administrative Agent promptly after Upon (i) any Person becomes Loan Party creating or acquiring any Subsidiary that is a wholly owned Restricted Subsidiary (other than an Excluded Subsidiary) after the Closing Date (including, without limitation, upon the formation of any Subsidiary that is a Delaware Divided LLC), (ii) any Subsidiary that is a Restricted Subsidiary of a Loan Party ceasing to be an Excluded Subsidiary, or (iii) any Subsidiary but including any that is an Unrestricted Subsidiary being reclassified as becoming a wholly owned Restricted Subsidiary (other than an Excluded Subsidiary) pursuant to Section 6.10, such Loan Party shall, to the extent that it does not violate any Gaming Law or, if necessary, is approved by the Gaming Authority, (A) cause each such Subsidiary that is a Restricted Subsidiary (other than an Excluded Subsidiary) of the Lead Borrower, and to promptly thereafter (and but in any event within fifteen (15) Business Days) if requested by 180 days after the Administrative Agent, later of such event described in clause (i) cause any such Person to become a Borrower or Guarantor by executing and delivering to the Administrative Agent a Joinder Agreement to this Agreement or a counterpart of the Facility Guaranty or such other document as the Administrative Agent shall deem reasonably appropriate for such purpose), (ii) subject or (iii) above or receipt of such approval (or such longer period of time as Administrative Agent may agree to the requirements of Section 6.16(bin its reasonable discretion or as required to obtain any necessary Gaming Approval)), xxxxx x Xxxx execute and deliver a Guaranty and all such other documents and certificates as Administrative Agent may reasonably request in order to the Collateral Agent on have such Person’s assets on the same types of assets which constitute Collateral under the Security Documents to secure the ObligationsRestricted Subsidiary become a Guarantor, and (iiiB) deliver to the Administrative Agent documents an opinion of the types referred to in clauses (iii) and (iv) of Section 4.01(a) and if requested by the Administrative AgentMilbank LLP, 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))Loan Parties, and (b) if any Equity Interests or Indebtedness of such Person are owned by or on behalf of any local counsel to the Loan Party, to pledge such Equity Interests and promissory notes evidencing such Indebtedness, Parties in each case jurisdiction in formwhich the Loan Parties are formed, content and scope reasonably satisfactory to the Administrative Agent. In addition, for purposes of compliance with Section 6.01, any direct or indirect parent entity of the Lead Borrower may become a guarantor by executing and delivering addressed to the Administrative Agent and each Lender relating to the matters described above covering matters similar to those covered in the opinions delivered on the Closing Date; provided that, notwithstanding anything in this Section 6.08 to the contrary, any Excluded Subsidiary that is a guarantee agreement in guarantor of any Material Indebtedness of the Borrowers or the Restricted Subsidiaries shall only be required to be a form satisfactory to Guarantor until such time as its guaranty of such Material Indebtedness is released (at which time it shall be released by the Administrative Agent which shall be executed from the Guaranty on the request of the Company without further action by the Lead Borrower and such parent; provided that such parent entity shall not otherwise be deemed to be a “Borrower”, “Guarantor” or “Loan Party” Creditor Parties). To the extent approvals of any Gaming Authorities for any purpose under this Agreement. In no event shall compliance with actions required by this Section 6.11 waive or be deemed a waiver or consent are required by applicable Gaming Laws, the Company and/or applicable Loan Party shall, at their own expense, use commercially reasonable efforts to any transaction giving rise to the need to comply with this Section 6.11 if promptly apply for and thereafter pursue such transaction was not otherwise expressly permitted by this Agreement or constitute or be deemed to constitute, with respect to any Subsidiary, an approval of such Person as a Borrower or Guarantor or permit the inclusion of any acquired assets in the computation of the Borrowing Baseapprovals.

Additional Loan Parties. Notify the Administrative Agent promptly after Upon (i) any Person becomes Loan Party creating or acquiring any Subsidiary that is a wholly-owned Restricted Subsidiary (other than an Excluded Subsidiary) after the Closing Date (including, without limitation, upon the formation of any Subsidiary that is a Delaware Divided LLC), (ii) any Subsidiary that is a Restricted Subsidiary of a Loan Party ceasing to be an Excluded Subsidiary, or (iii) any Subsidiary but including any that is an Unrestricted Subsidiary being reclassified as becoming a wholly-owned Restricted Subsidiary (other than an Excluded Subsidiary) pursuant to Section 6.10, such Loan Party shall, to the extent that it does not violate any Gaming Law or, if necessary, is approved by the Gaming Authority, (A) cause each such Subsidiary that is a Restricted Subsidiary (other than an Excluded Subsidiary) of the Lead Borrower, and to promptly thereafter (and but in any event within fifteen (15) Business Days) if requested by 180 days after the Administrative Agent, later of such event described in clause (i) cause any such Person to become a Borrower or Guarantor by executing and delivering to the Administrative Agent a Joinder Agreement to this Agreement or a counterpart of the Facility Guaranty or such other document as the Administrative Agent shall deem reasonably appropriate for such purpose), (ii) subject or (iii) above or receipt of such approval (or such longer period of time as Administrative Agent may agree to the requirements of Section 6.16(bin its reasonable discretion or as required to obtain any necessary Gaming Approval)), xxxxx x Xxxx execute and deliver a Guaranty and all such other documents and certificates as Administrative Agent may reasonably request in order to the Collateral Agent on have such Person’s assets on the same types of assets which constitute Collateral under the Security Documents to secure the ObligationsRestricted Subsidiary become a Guarantor, and (iiiB) deliver to the Administrative Agent documents an opinion of the types referred to in clauses (iii) and (iv) of Section 4.01(a) and if requested by the Administrative AgentMilbank LLP, 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))Loan Parties, and (b) if any Equity Interests or Indebtedness of such Person are owned by or on behalf of any local counsel to the Loan Party, to pledge such Equity Interests and promissory notes evidencing such Indebtedness, Parties in each case jurisdiction in formwhich the Loan Parties are formed, content and scope reasonably satisfactory to the Administrative Agent. In addition, for purposes of compliance with Section 6.01, any direct or indirect parent entity of the Lead Borrower may become a guarantor by executing and delivering addressed to the Administrative Agent and each Lender relating to the matters described above covering matters similar to those covered in the opinions delivered on the Closing Date and those covered in the collateral-related opinions delivered on the First Amendment Effective Date with respect to such Guarantor; provided that, notwithstanding anything in this Section 6.08 to the contrary, any Excluded Subsidiary that is a guarantee agreement in guarantor of any Material Indebtedness of the Borrowers or the Restricted Subsidiaries shall only be required to be a form satisfactory to Guarantor until such time as its guaranty of such Material Indebtedness is released (at which time it shall be released by the Administrative Agent which shall be executed from the Guaranty on the request of the Company without further action by the Lead Borrower and such parent; provided that such parent entity shall not otherwise be deemed to be a “Borrower”, “Guarantor” or “Loan Party” Creditor Parties). To the extent approvals of any Gaming Authorities for any purpose under this Agreement. In no event shall compliance with actions required by this Section 6.11 waive or be deemed a waiver or consent are required by applicable Gaming Laws, the Company and/or applicable Loan Party shall, at their own expense, use commercially reasonable efforts to any transaction giving rise to the need to comply with this Section 6.11 if promptly apply for and thereafter pursue such transaction was not otherwise expressly permitted by this Agreement or constitute or be deemed to constitute, with respect to any Subsidiary, an approval of such Person as a Borrower or Guarantor or permit the inclusion of any acquired assets in the computation of the Borrowing Baseapprovals.

Additional Loan Parties. Notify the Administrative Agent promptly after at the time that any Person becomes a Subsidiary (other than any Excluded Subsidiary but including any Unrestricted Subsidiary being reclassified as a Restricted Subsidiary) of the Lead Borrowerand, and in each case promptly thereafter (and in any event within fifteen (15) Business Days) if requested by the Administrative Agentdays), (i) cause any such Person (a) which is not an Affected Foreign Subsidiary, to (i) become a Borrower or Guarantor Loan Party by executing and delivering to the Administrative Agent a Joinder Agreement to this Agreement or a counterpart of Joinder to the Facility Guaranty or such other document documents as the Administrative Agent shall deem reasonably appropriate for such purpose, (ii) subject to the requirements of Section 6.16(b), xxxxx x Xxxx to the Collateral Agent on such Person’s assets on (other than Excluded Assets) of the same types of assets which type that constitute Collateral under the Security Documents to secure the Obligations, and (iii) deliver to the Administrative Agent documents of the types referred to in clauses (iii) and (iv) of Section 4.01(a) and if requested by the Administrative Agent, 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 this clause (a)), and (b) if any Equity Interests or Indebtedness of such Person are owned by or on behalf of any Loan Party, to pledge such Equity Interests and promissory notes evidencing such IndebtednessIndebtedness (except that, if such Subsidiary is an Affected Foreign Subsidiary, the Equity Interests of such Subsidiary to be pledged may be limited to 66% of the outstanding voting Equity Interests of such Subsidiary and 100% of the non-voting Equity Interests of such Subsidiary and such time period may be extended based on local law or practice), in each case in form, content and scope reasonably satisfactory to the Administrative Agent. In addition, for purposes of compliance with Section 6.01, any direct or indirect parent entity of the Lead Borrower may become a guarantor by executing and delivering to the Administrative Agent a guarantee agreement in a form satisfactory to the Administrative Agent which shall be executed by the Lead Borrower and such parent; provided that such parent entity shall not otherwise be deemed to be a “Borrower”, “Guarantor” or “Loan Party” for any purpose under this Agreement. In no event shall compliance with this Section 6.11 6.12 waive or be deemed a waiver or consent Consent to any transaction giving rise to the need to comply with this Section 6.11 6.12 if such transaction was not otherwise expressly permitted by this Agreement or constitute or be deemed to constitute, with respect to any Subsidiary, an approval of such Person as a Borrower or Guarantor or permit the inclusion of any acquired assets in the computation of the Borrowing Base.

Additional Loan Parties. Notify the Administrative Agent promptly (a) Within 5 Business Days after any Person a Material Operating Group Entity is formed or acquired or such person becomes a Subsidiary (other than any Excluded Subsidiary but including any Unrestricted Subsidiary being reclassified Material Operating Group Entity, as a Restricted Subsidiary) applicable, notify the Agent of the Lead Borrowersuch occurrence, and promptly thereafter (and in any event and, within fifteen (15) Business Days) if requested by the Administrative Agent30 days following such notification, cause such Material Operating Group Entity to (i) cause any such Person to become a Borrower or Guarantor Loan Party by executing and delivering to the Administrative Agent a Loan Party Joinder Agreement (together with Annex 1 to this Agreement or a counterpart of the Facility Guaranty or Intercompany Subordination Agreement) executed by such other document as the Administrative Agent shall deem reasonably appropriate for such purposenew Loan Party, (ii) subject deliver to the requirements Agent a certificate of such Material Operating Group Entity, substantially in the form of the certificates delivered pursuant to Section 6.16(b), xxxxx x Xxxx to the Collateral Agent on such Person’s assets 3.1(d) through (f) on the same types of assets which constitute Collateral under the Security Documents to secure the ObligationsClosing Date, with appropriate insertions and attachments, and (iii) if reasonably requested by the Agent, deliver to the Administrative Agent documents of legal opinions relating to the types referred to matters described above, which opinions shall be in clauses (iii) form and (iv) of Section 4.01(a) and if requested by the Administrative Agent, 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))substance, and (b) if any Equity Interests from Proskauer Rose LLP or Indebtedness of such Person are owned by or on behalf of any Loan Partyother counsel, to pledge such Equity Interests and promissory notes evidencing such Indebtedness, in each case in form, content and scope reasonably satisfactory to the Administrative Agent. In addition; provided, for purposes that in the case of compliance with Section 6.01any Material Operating Group Entity that is an Immaterial Subsidiary, any direct or indirect parent entity of the Lead Borrower may become a guarantor by executing and delivering to the Administrative Agent a guarantee agreement in a form satisfactory to the Administrative Agent which shall be executed by the Lead Borrower and such parent; provided that such parent entity Immaterial Subsidiary shall not otherwise be deemed to be a “Borrower”, “Guarantor” or “Loan Party” for any purpose under this Agreement. In no event shall compliance with this Section 6.11 waive or be deemed a waiver or consent to any transaction giving rise to the need required to comply with this Section 6.11 if 5.7(a) so long as the aggregate Management Fees paid or payable directly to the Loan Parties during the four fiscal quarter period preceding such transaction was not otherwise expressly permitted by this Agreement date equals or constitute exceeds 95% of the aggregate Management Fees paid or be deemed payable to constitutethe Borrower and its Subsidiaries during such period. For purposes of the foregoing proviso, with respect Management Fees payable to any SubsidiarySubsidiary that are earned from a closed-end Fifth Street Fund (or from any other Fee Generating Entity that is subject to a remaining lock-up period of at least two years) that was acquired or formed during such period shall be included in such calculation on a pro-forma basis for such period. Any document, an approval of such Person as agreement, or instrument executed or issued pursuant to this Section 5.7 shall be a Borrower or Guarantor or permit the inclusion of any acquired assets in the computation of the Borrowing BaseLoan Document.