Common use of Foreign Subsidiary Guarantors Clause in Contracts

Foreign Subsidiary Guarantors. In the event that (x) the aggregate book value of the assets held by all of Foreign Subsidiaries of CAL who are not Guarantors (other than a Securitization Entity) exceeds 20% of the book value of the total assets of CAL and its Foreign Subsidiaries (other than a Securitization Entity) or (y) the aggregate revenues of all of Foreign Subsidiaries of CAL who are not Guarantors (other than a Securitization Entity) exceeds 20% of the total revenues of CAL and its Foreign Subsidiaries (other than a Securitization Entity), then CAL shall cause each relevant Foreign Subsidiary (other than a Securitization Entity) required so that the aggregate book value of the assets held by all of the Foreign Subsidiaries of CAL who are not Guarantors (other than a Securitization Entity) or the aggregate revenues of all Foreign Subsidiaries of CAL who are not Guarantors (other than a Securitization Entity), in any case, no longer exceeds the applicable threshold set forth in clause (x) or (y) above, as applicable, as soon as practicable thereafter (but in no event more than fifteen (15) Business Days thereafter without the consent of the Administrative Agent), to execute and deliver to the Administrative Agent an instrument of joinder and accession, in form and substance satisfactory to the Administrative Agent, pursuant to which such Foreign Subsidiary shall join the Guaranty and the applicable Security Documents, and shall accede to all of the rights and obligations of a Guarantor hereunder and thereunder, and, pursuant thereto, shall, inter alia, guaranty the full payment and performance of the Obligations. Further, each Borrower and each such Foreign Subsidiary shall execute and deliver to the Administrative Agent such other documentation as the Administrative Agent may reasonably request in furtherance of the intent of this §8.17, including, without limitation, an updated Schedule 7.19(a), if applicable, documentation with respect to such Foreign Subsidiary of the type required to be supplied by the Borrowers and initial Guarantors as a condition precedent to the initial Revolving Credit Loans made hereunder pursuant to §11 hereof and, to the extent collateral security is granted pursuant to §8.18, favorable opinions of counsel (including local counsel) to such Foreign Subsidiary (which shall cover, among other things, the legality, validity, binding effect and enforceability of the relevant documentation and creation and perfection of liens) and documentation of the type required or reasonably requested to maintain compliance with §§6.1 and 6.2.

Foreign Subsidiary Guarantors. In Notwithstanding anything to the event that (x) contrary in the aggregate book value Credit Agreement or any of the assets held by other Loan Documents, from and after the date hereof all of the wholly-owned direct Foreign Subsidiaries of CAL who are Borrower and AMRESCO de Mexico Equities, S.A. de C.V. (collectively, "Direct Foreign Subsidiaries") shall be Guarantors; provided that any other Foreign Subsidiary, whether or not Guarantors (other than directly owned by Borrower, may be added as a Securitization Entity) exceeds 20% Guarantor at the direction of the book value of the total assets of CAL and its Foreign Subsidiaries (other than a Securitization Entity) or (y) the aggregate revenues of all of Foreign Subsidiaries of CAL who are not Guarantors (other than a Securitization Entity) exceeds 20% of the total revenues of CAL and its Foreign Subsidiaries (other than a Securitization Entity), then CAL shall cause each relevant Foreign Subsidiary (other than a Securitization Entity) required so that the aggregate book value of the assets held by all of the Foreign Subsidiaries of CAL who are not Guarantors (other than a Securitization Entity) or the aggregate revenues of all Foreign Subsidiaries of CAL who are not Guarantors (other than a Securitization Entity), in any case, no longer exceeds the applicable threshold set forth in clause (x) or (y) above, as applicable, as soon as practicable thereafter (but in no event more than fifteen (15) Business Days thereafter without the consent of the Administrative Agent), to execute and deliver to the Administrative Agent an instrument of joinder in its sole and accessionabsolute discretion. In connection therewith, in form and substance satisfactory to the Administrative Agenton or before November 15, pursuant to which such Foreign Subsidiary shall join the Guaranty and the applicable Security Documents, and shall accede to all of the rights and obligations of a Guarantor hereunder and thereunder, and, pursuant thereto, shall, inter alia, guaranty the full payment and performance of the Obligations. Further1999, each Borrower and each such Direct Foreign Subsidiary shall execute a Guaranty Agreement (or a supplement to the existing Guaranty Agreement), a contribution and indemnification agreement, a pledge agreement (or supplement to the existing pledge agreement), any applicable financing statements, and a power of attorney in favor of Borrower, together with all other agreements, instruments, certificates, and other documents requested by Administrative Agent, and shall deliver to the Administrative Agent such all corporate certificates and resolutions, officer's certificates, legal opinions and other documentation as the items reasonably requested by Administrative Agent may reasonably request in furtherance to establish and evidence such guaranty by each of the intent Direct Foreign Subsidiaries and to evidence and assure to the Lenders the proper authorization for and enforceability of this §8.17each such Guaranty Agreement and related documents. Additionally, including, and without limitation, an updated Schedule 7.19(a), if applicable, documentation with respect to such Foreign Subsidiary in any way limiting the provisions of Section 5.1 of the type required Credit Agreement, upon the request of Administrative Agent made any time and from time to time, in Administrative Agent's sole and absolute discretion, Borrower shall cause to be supplied by granted to Administrative Agent, on behalf of the Borrowers and initial Guarantors as Lenders, a condition precedent to the initial Revolving Credit Loans made hereunder pursuant to §11 hereof andfirst priority lien, security interest or "fixed charge" on all assets of any one or more Foreign Subsidiaries except to the extent collateral security is granted that they are precluded from doing so pursuant to §8.18an agreement permitted by Section 8.12, favorable opinions and in connection therewith Borrower shall cause to be delivered to Administrative Agent all agreements, documents, instruments, legal opinions, and certificates of counsel (including local counsel) any kind reasonably requested by Administrative Agent to establish and evidence such Foreign Subsidiary (which shall cover, among other things, security interest and lien and the legality, validity, binding effect authorization and enforceability of the relevant documentation and creation and perfection of liens) and documentation related thereto. Accordingly, Section 2.4 of the type Credit Agreement is hereby amended such that it shall apply for all purposes to Foreign Subsidiaries, and the words "and Foreign Subsidiaries" shall be deleted from the parenthetical in the third printed line thereof, except that the requirements for execution of a Guaranty and related documents of Foreign Subsidiaries that are not Direct Foreign Subsidiaries, and the execution of a Security Agreement and Collateral Assignment by Foreign Subsidiaries shall only apply to the extent required or reasonably requested by Administrative Agent as provided hereinabove. All parties hereto acknowledge and agree that the provisions and covenants of this Paragraph 3 are a material inducement to maintain compliance with §§6.1 the Lenders' agreement to enter into this Modification Agreement, and 6.2that Administrative Agent's execution of this Modification Agreement, and the making of advances under the Credit Agreement, directly benefits the Foreign Subsidiaries.