Designated Borrowers Clause Samples
The 'Designated Borrowers' clause defines which entities, in addition to the primary borrower, are authorized to borrow under a loan agreement. Typically, this clause lists specific subsidiaries or affiliates of the main borrower that may request advances or utilize credit facilities provided by the lender, often subject to certain conditions such as lender approval or compliance with eligibility requirements. Its core practical function is to provide flexibility for corporate groups to access financing through a single agreement while ensuring the lender maintains control over who can draw on the facility, thereby managing credit risk and administrative complexity.
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Designated Borrowers. (a) Effective as of the date hereof, each Subsidiary that has executed this Agreement shall be a “Designated Borrower” hereunder and may receive New Vehicle Swing Line Loans for its account on the terms and conditions set forth in this Agreement.
(b) If any wholly-owned Domestic Subsidiary (other than an Excluded Special Purpose Finance Subsidiary) engages in the sale or leasing of new motor vehicles, the Company shall designate such Subsidiary as a Designated Borrower in the applicable Joinder Agreement, as a Designated Borrower to receive New Vehicle Swing Line Loans hereunder, and shall deliver to the Administrative Agent pursuant to Section 6.12, a Joinder Agreement executed by such Subsidiary; provided that a Designated Borrower shall not be required to execute a Joinder Agreement if such Designated Borrower has executed and delivered this Agreement on the Closing Date. The parties hereto acknowledge and agree that prior to any such Subsidiary becoming entitled to utilize the credit facilities provided for in Section 2.05, the Administrative Agent and the Lenders shall have received the documents required by Section 6.12 and any documents requested pursuant to Section 10.18. Promptly following receipt of all such documents required by Section 6.12, the Administrative Agent shall send a notice in substantially the form of Exhibit J (a “Designated Borrower Notice”) to the Company and the Lenders specifying the effective date upon which such Subsidiary shall constitute a Designated Borrower for purposes hereof, whereupon each of the Lenders agrees to permit such Designated Borrower to receive New Vehicle Swing Line Loans hereunder, on the terms and conditions set forth herein, and each of the parties agrees that such Designated Borrower otherwise shall be a Borrower for all purposes of this Agreement; provided that no New Vehicle Swing Line Loan Notice (nor any Borrowing request by any vehicle manufacturer or distributor) may be submitted by or on behalf of such Designated Borrower until the date five Business Days after such effective date.
(c) Notwithstanding any other provision of this Agreement, each Borrower shall be jointly and severally liable as a primary obligor, and not merely as surety, for any and all Obligations now or hereafter owed to the Administrative Agent, the L/C Issuer and the Lenders, whether voluntary or involuntary and however arising, whether direct or acquired by any Lender by assignment or succession, whether due or not due, ab...
Designated Borrowers. (a) The Company may at any 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 any Domestic Subsidiary of the Company (an “Applicant Borrower”) as a Designated Borrower to receive Loans hereunder by delivering to the Administrative Agent (which shall promptly deliver counterparts thereof to each Lender) a duly executed notice and agreement in substantially the form of Exhibit G (a “Designated Borrower Request and Assumption Agreement”). The parties hereto acknowledge and agree that prior to any Applicant Borrower becoming entitled to utilize the credit facilities provided for herein the Administrative Agent shall have received (i) with respect to the first designation of a Subsidiary as a Designated Borrower, the Guaranty duly executed by the Company and opinions of counsel as to the execution, delivery and enforceability of the Guaranty and such other matters concerning the Company and the Guaranty as the Administrative Agent or the Required Lenders may reasonably request, and (ii) with respect to each designation of a Subsidiary as a Designated Borrower such supporting resolutions, incumbency certificates, opinions of counsel, including such opinions from regulatory counsel reasonably acceptable to the Administrative Agent and such other matters concerning the applicable Subsidiary as the Administrative Agent or the Required Lenders may reasonably request, and other documents or information, in form, content and scope reasonably satisfactory to the Administrative Agent, as may be required by the Administrative Agent or the Required Lenders in their sole discretion, and Notes signed by such new Borrowers to the extent any Lenders so require. If the Administrative Agent and the Required Lenders agree that an Applicant Borrower shall be entitled to receive Loans hereunder, then promptly following receipt of all such requested resolutions, incumbency certificates, opinions of counsel and other documents or information, the Administrative Agent shall send a notice in substantially the form of Exhibit H (a “Designated Borrower Notice”) to the Company and the Lenders specifying the effective date upon which the Applicant Borrower shall constitute a Designated Borrower for purposes hereof, whereupon each of the Lenders agrees to permit such Designated Borrower to receive Loans hereunder, on the terms and conditions se...
Designated Borrowers. (a) Effective as of the date hereof ▇▇▇▇▇▇▇-▇▇▇▇▇▇ Controls, Inc., a Delaware corporation, Metal Improvement Company, LLC, a Delaware limited liability company, ▇▇▇▇▇▇▇-▇▇▇▇▇▇ Flow Control Corporation, a New York corporation, ▇▇▇▇▇▇▇-▇▇▇▇▇▇ Flow Control Service Corporation, a Delaware corporation, ▇▇▇▇▇▇▇-▇▇▇▇▇▇ ELECTRO-MECHANICAL CORPORATION, a Delaware corporation, DY 4 SYSTEMS, INC., AN ONTARIO CORPORATION, and ▇▇▇▇▇▇▇-▇▇▇▇▇▇ Antriebstechnik GmbH, a Swiss company, shall each be a “Designated Borrower” hereunder and may receive Loans for its account on the terms and conditions set forth in this Agreement.
(b) The Company may at any 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 any Material Subsidiary of the Company (an “Applicant Borrower”) as a Designated Borrower to receive Loans hereunder by delivering to the Administrative Agent (which shall promptly deliver counterparts thereof to each Lender) a duly executed notice and agreement in substantially the form of Exhibit H (a “Designated Borrower Request and Assumption Agreement”). The parties hereto acknowledge and agree that prior to any Applicant Borrower becoming entitled to utilize the credit facilities provided for herein the Administrative Agent and the Lenders shall have received such supporting resolutions, incumbency certificates, opinions of counsel and other documents or information, in form, content and scope reasonably satisfactory to the Administrative Agent, as may be required by the Administrative Agent or the Required Lenders in their sole discretion, and Notes signed by such new Borrowers to the extent any Lenders so require. If the Administrative Agent and the Required Lenders agree that an Applicant Borrower shall be entitled to receive Loans hereunder, then promptly following receipt of all such requested resolutions, incumbency certificates, opinions of counsel and other documents or information, the Administrative Agent shall send a notice in substantially the form of Exhibit I (a “Designated Borrower Notice”) to the Company and the Lenders specifying the effective date upon which the Applicant Borrower shall constitute a Designated Borrower for purposes hereof, whereupon each of the Lenders agrees to permit such Designated Borrower to receive Loans hereunder, on the terms and conditions set forth herein, and each of the parties a...
Designated Borrowers. (a) Effective as of the date hereof, each of Global Power Shanghai, Deltak China and ▇▇▇▇▇▇-Europe B.V., a Netherlands corporation, shall be a “Designated Borrower” hereunder and may receive Alternative Currency Loans for its account on the terms and conditions set forth in this Agreement.
(b) The Company may at any time, upon notice from the Company to the Administrative Agent and the Alternative Currency Lender, request that any Subsidiary of the Company (an “Applicant Borrower”) be designated as a Designated Borrower to receive Alternative Currency Loans hereunder by delivering to the Administrative Agent (which shall promptly deliver counterparts thereof to the Alternative Currency Lender) a duly executed notice and agreement in substantially the form of Exhibit L (a “Designated Borrower Request and Assumption Agreement”). The parties hereto acknowledge and agree that prior to any Applicant Borrower being designated a “Designated Borrower” entitled to utilize the credit facilities provided for herein, the Administrative Agent and the Alternative Currency Lender shall have agreed to such designation in their sole and absolute discretion and shall have received a Note (if requested) signed by such new Designated Subsidiary and such supporting resolutions, incumbency certificates, opinions of counsel and other documents or information, in form, content and scope reasonably satisfactory to the Administrative Agent, as may be required by the Administrative Agent or the Alternative Currency Lender in their sole discretion. If the Administrative Agent and the Alternative Currency Lender agree that an Applicant Borrower shall be designated a Designated Borrower hereunder, as evidenced by their acknowledgment and delivery of the applicable Designated Borrower Request and Assumption Agreement, then promptly following the effective date of the applicable Designated Borrower Request and Assumption Agreement, the Administrative Agent shall send a notice in substantially the form of Exhibit M (a “Designated Borrower Notice”) to the Company and the Lenders specifying the effective date upon which the Applicant Borrower shall constitute a Designated Borrower for purposes hereof; provided that no Alternative Currency Loan Notice or Letter of Credit Application may be submitted by or on behalf of such Designated Borrower until the date five Business Days after such effective date.
(c) The Obligations of all Designated Borrowers that are Foreign Subsidiaries shall be sev...
Designated Borrowers. (a) The Lead Borrower may at any time, and from time to time on or after the Effective Date, upon not less than 10 Business Days’ written notice from the Lead Borrower to the Agent (or such shorter period as may be agreed by the Agent in its sole discretion, without any requirement for Lender consent), designate any of Holdings’ Wholly Owned Subsidiaries that is a Domestic Subsidiary and a Loan Party as a “Designated Borrower” for purposes of this Agreement, and such Wholly Owned Subsidiary that is a Domestic Subsidiary and a Loan Party shall thereupon become a “Designated Borrower” for purposes of this Agreement and, as such, shall have all of the rights, privileges and obligations of a Borrower hereunder, provided (x) it has executed and delivered to the Agent a Designated Borrower Joinder Agreement and (y) it has delivered to each Lender any documentation and other information with respect to such Designated Borrower required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the USA Patriot Act, the Beneficial Ownership Regulation and the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) reasonably requested by the Agent or any Lender, and each Lender shall have confirmed satisfaction with such documentation (such confirmation not to be unreasonably withheld, conditioned or delayed). The Agent shall promptly notify each Lender, each Issuing Bank and the Swing Line Lender of each such designation by the Lead Borrower and the identity of the respective Wholly Domestic Subsidiary that is a Domestic Subsidiary and a Loan Party.
(b) Upon the payment and performance in full of all of the Obligations under this Agreement of any Designated Borrower in its capacity as such (other than any contingent indemnification obligations for which no claim has been made and the Outstanding Amount of all L/C Obligations with respect to Letters of Credit (if any) issued for the account of such Designated Borrower that have been Cash Collateralized), such Designated Borrower’s status as a “Designated Borrower” (but not its status as a Guarantor unless released in accordance with Section 3.09) shall terminate automatically upon written notice by the Lead Borrower to the Agent (which written notice the Agent shall give promptly to each Lender, each Issuing Bank and the Swing Line Lender). Thereafter, the Lenders shall be under no further obligation to make any A...
Designated Borrowers. The Company may at any time, upon not less than ten (10) 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), request to designate any additional Material Subsidiary or Eligible Foreign Subsidiary of the Company (an “Applicant Borrower”) as a Designated Borrower to receive Loans hereunder by (x) on the Closing Date, countersigning this Agreement or (y) after the Closing Date, delivering to the Administrative Agent (which shall promptly deliver counterparts thereof to each Lender) a duly executed notice and agreement in substantially the form of Exhibit O (a “Designated Borrower Request and Assumption Agreement”); provided, that, for the avoidance of doubt, it is understood and agreed that the Foreign Subsidiaries signatory hereto on the Closing Date and identified thereon as “Designated Borrowers” have each been designated as a Designated Borrower on and as of the Closing Date. The parties hereto acknowledge and agree that prior to any Applicant Borrower (other than with respect to the Designated Borrowers signatory hereto on the Closing Date, which shall instead be governed by Section 4.01) becoming entitled to utilize the credit facilities provided for herein (i) the Administrative Agent and the Lenders that are to provide Commitments and/or Loans in favor of an Applicant Borrower must each agree to such Applicant Borrower becoming a Designated Borrower and (ii) the Administrative Agent and such Lenders shall have received such supporting resolutions, incumbency certificates, opinions of counsel and other documents or information, in form, content and scope reasonably satisfactory to the Administrative Agent, as may be required by the Administrative Agent, together with other documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the PATRIOT Act, requested by the Administrative Agent or any Revolving Lender and Notes signed by such new Borrowers to the extent any Lender so requires (the requirements in clauses (i) and (ii) hereof, the “Designated Borrower Requirements”). If the Designated Borrower Requirements are met, the Administrative Agent shall send a notice in substantially the form of Exhibit P (a “Designated Borrower Notice”) to the Company and the Lenders specifying the effective date upon which the Applican...
Designated Borrowers. The Company may at any time, upon not less than fifteen (15) Business Days’ notice from the Company to the Lender (or such shorter period as may be agreed by the Lender in its sole discretion), request to designate any Subsidiary of the Company (an “Applicant Borrower”) as a Designated Borrower to receive Loans hereunder by delivering to the Lender a duly executed notice and agreement in substantially the form of Exhibit G (a “Designated Borrower Request and Assumption Agreement”). The parties hereto acknowledge and agree that prior to any Applicant Borrower becoming entitled to utilize the credit facilities provided for herein (i) the Lender must agree to such Applicant Borrower becoming a Designated Borrower and (ii) the Lender shall have received such supporting resolutions, incumbency certificates, opinions of counsel and other documents or information, in form, content and scope reasonably satisfactory to the Lender, as may be required by the Lender (the requirements in clauses (i) and (ii) hereof, the “Designated Borrower Requirements”). If the Designated Borrower Requirements are met, the Lender shall so notify the Company and shall specify the effective date upon which the Applicant Borrower shall constitute a Designated Borrower for purposes hereof, whereupon the Lender agrees to permit such Designated Borrower to receive Loans hereunder, on the terms and conditions set forth herein, and each of the parties agrees that such Designated Borrower otherwise shall be a Borrower for all purposes of this Agreement; provided that no Loan Notice or Letter of Credit Application may be submitted by or on behalf of such Designated Borrower until the date five (5) Business Days after such effective date.
Designated Borrowers. (a) Effective as of the date hereof each of FLIR Systems, B.V., a Dutch company under company registration No. 34216690, FLIR Systems Holding AB, a company incorporated in Sweden under company registration No. 556631-6013, FLIR Systems Aktiebolag, a company incorporated in Sweden under company registration No. 556256-6579, and FLIR Systems, Limited, a private limited liability company incorporated and existing under the laws of England and Wales registered under company number 01320288, shall be a “Designated Borrower” hereunder and may receive Revolving Loans for its account on the terms and conditions set forth in this Agreement.
(b) The Company may at any 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), request the designation of any Wholly Owned Subsidiary of the Company that is not an Immaterial Subsidiary (an “Applicant Borrower”) as a Designated Borrower to receive Revolving Loans hereunder by delivering to the Administrative Agent (which shall promptly deliver copies thereof to each Lender) a duly executed notice in substantially the form of Exhibit 2.14(a) (a “Designated Borrower Request”). If (i) in the case of a Foreign Subsidiary, the Administrative Agent and the Revolving Lenders, and (ii) in the case of a Domestic Subsidiary, the Administrative Agent and the Required Revolving Lenders, agree that an Applicant Borrower shall be entitled to receive Revolving Loans hereunder, then the Administrative Agent and the Revolving Lenders, or the Required Revolving Lenders, as applicable, shall send an agreement in substantially the form of Exhibit 2.14(b) (a “Designated Borrower Joinder Agreement”) to the Company specifying (x) if such Applicant Borrower is a Foreign Subsidiary, the additional terms and conditions applicable to extensions of credit to such Applicant Borrower and (y) the effective date upon which the Applicant Borrower shall constitute a Designated Borrower for purposes hereof. Upon the execution of such Designated Borrower Joinder Agreement by the Company and such Applicant Borrower, such Applicant Borrower shall be a Designated Borrower and permitted to receive Loans hereunder, on the terms and conditions set forth herein and therein, and such Applicant Borrower otherwise shall be a Borrower for all purposes of this Agreement; provided that no Loan Notice or Letter of Credit Application may be sub...
Designated Borrowers. Notwithstanding anything to the contrary in this Article X, permit any Designated Borrower to cease to be a wholly-owned direct or indirect Subsidiary of the Company.
Designated Borrowers. The Parent Borrower may at any time, upon not less than twenty (20) days’ revocable notice from the Parent Borrower to the Lender Parties and the FRBNY, designate any SPC that is a Subsidiary of Holdings as a Designated Borrower hereunder by delivering to the Lender Parties and the FRBNY) a duly executed notice and agreement in substantially the form of Exhibit F (a “Designated Borrower/Intermediate Lessee Request and Assumption Agreement”); provided that:
(i) such Designated Borrower has been established pursuant to Organizational Documents and Operational Documents in form and substance satisfactory to the Required Persons;
(ii) such Designated Borrower shall have executed and delivered to the Required Persons (A) a supplement to the Borrower Party Guarantee and the Third Lien Guarantee, (B) a Grantor Supplement, (C) where such Designated Borrower is incorporated under the laws of Ireland, an Irish Mortgage in respect of each Aircraft owned by such Designated Borrower and (D) such certificates, opinions and documents (including UCC Financing Statements, charge documents and registrations and recordings with the FAA (if applicable) and the International Registry) as the Required Persons may reasonably request to grant to the Security Trustees, for the benefit of the Secured Parties (as defined in the Mortgage), a perfected security interest in, and Lien on, all of the Designated Borrower’s assets (it being understood and agreed that, with respect to each Aircraft Asset, only the Express Perfection Requirements shall be required to be satisfied);
(iii) if such Designated Borrower shall have established a Collection Account in its own name, the Security Trustee shall, subject to the Mortgage, have control of such Collection Account pursuant to a Deposit Account Control Agreement;
(iv) such Designated Borrower shall have instructed any applicable Lessee to make Collections payments in respect of any applicable Lease by wire transfer directly to a Collection Account;
(v) Holdings shall have delivered to the Lender and the Security Trustees a Collateral Supplement and, if applicable, an Additional Charge Over Shares sufficient to grant the Security Trustees, for the benefit of the Secured Parties (as defined in the Mortgage), a security interest in, and Lien on, all of the Equity Interests of such Designated Borrower;
(vi) the Required Persons shall have received with respect to such Designated Borrower such supporting resolutions, incumbency certificates, opi...