Common use of Joinder of Borrowers and Guarantors Clause in Contracts

Joinder of Borrowers and Guarantors. (i) Each Domestic Material Subsidiary acquired, formed or in existence after the Closing Date shall be required to, and, each Foreign Subsidiary upon electing to do so may, become a Borrower or a Guarantor hereunder, and the Borrowers and the Guarantors shall complete all of the following steps in clauses (a) and (b) below within thirty (30) days (unless such time period is extended in writing by the Administrative Agent) after the date of organization or acquisition of (or in the case of a Foreign Subsidiary, election by) such Subsidiary: (a) cause such Person to sign and join in this Agreement or the Guarantee and Collateral Agreement by execution and delivery to the Administrative Agent of one or more counterparts of a Joinder hereto in the form attached hereto as Exhibit 10.20(A) or Exhibit 10.20(B) (each, as the case may be, a “Borrower Joinder” or “Guarantor Joinder”), appropriately dated, (b) deliver to the Administrative Agent all certificates and other documents referred to in Section 6 of this Agreement and such Borrower Joinder or Guarantor Joinder and (c) deliver to the Administrative Agent documents necessary to grant and perfect Prior Security Interests to the Administrative Agent for the benefit of the Banks in all Pledged Collateral held by the owners of such Subsidiary if it is a Foreign Subsidiary owned directly by a Domestic Subsidiary. The Borrowers covenant and agree to cause all Domestic Material Subsidiaries to comply with the terms of this Section 10.20(i).

Joinder of Borrowers and Guarantors. (i) Each Domestic Material Subsidiary acquired, formed or in existence after the Closing Date shall be required to, and, each Foreign Subsidiary upon electing to do so may, become a Borrower or a Guarantor hereunder, and the Borrowers and the Guarantors shall complete all of the following steps in clauses (a) and (b) below within thirty (30) days (unless such time period is extended in writing by the Administrative Agent) after the date of organization or acquisition of (or in the case of a Foreign Subsidiary, election by) such Subsidiary: (a) cause such Person to sign and join in this Agreement or the Guarantee and Collateral Agreement by execution and delivery to the Administrative Agent of one or more counterparts of a Joinder hereto in the form attached hereto as Exhibit 10.20(A11.20(A) or Exhibit 10.20(B11.20(B) (each, as the case may be, a “Borrower Joinder” or “Guarantor Joinder”), appropriately dated, (b) deliver to the Administrative Agent all certificates and other documents referred to in Section 6 7 of this Agreement and such Borrower Joinder or Guarantor Joinder and (c) deliver to the Administrative Agent documents necessary to grant and perfect Prior Security Interests to the Administrative Agent for the benefit of the Banks in all Pledged Collateral held by the owners of such Subsidiary if it is a Foreign Subsidiary owned directly by a Domestic SubsidiaryLoan Party. The Borrowers covenant and agree to cause all Domestic Material Subsidiaries to comply with the terms of this Section 10.20(i11.20(i). Notwithstanding the foregoing, each new Borrower shall not be permitted to borrow under this Agreement until the following number of Business Days has elapsed after a fully executed Borrower Joinder has been delivered to the Banks: (i) five (5) with respect to a Domestic Borrower and (ii) ten (10) with respect to a Foreign Borrower.

Joinder of Borrowers and Guarantors. (i) Each Domestic Material Subsidiary acquired, formed or in existence after the Closing Date shall be required to, and, each Foreign Subsidiary upon electing to do so may, become a Borrower or a Guarantor hereunder, and the Borrowers and the Guarantors shall complete all of the following steps in clauses (a) and (b) below within thirty (30) days (unless such time period is extended in writing by the Administrative Agent) after the date of organization or acquisition of (or in the case of a Foreign Subsidiary, election by) such Subsidiary: (a) cause such Person to sign and join in this Agreement or the Guarantee Guaranty and Collateral Suretyship Agreement by execution and delivery to the Administrative Agent of one or more counterparts of a Joinder hereto in the form attached hereto as Exhibit 10.20(A) or Exhibit 10.20(B) (each, as the case may be, a “Borrower Joinder” or “Guarantor Joinder”), appropriately dated, (b) deliver to the Administrative Agent all certificates and other documents referred to in Section 6 of this Agreement and such Borrower Joinder or Guarantor Joinder and (c) deliver to the Administrative Agent documents necessary to grant and perfect Prior Security Interests to the Administrative Agent for the benefit of the Banks in all Pledged Collateral held by the owners of such Subsidiary if it is a Foreign Subsidiary owned directly by a Domestic Subsidiary. The Borrowers covenant and agree to cause all Domestic Material Subsidiaries to comply with the terms of this Section 10.20(i).

Joinder of Borrowers and Guarantors. (i) Each Domestic Material Subsidiary acquired, formed or in existence after the Closing Date shall be required to, and, each Foreign Subsidiary upon electing to do so may, become a Borrower or a Guarantor hereunder, and the Borrowers and the Guarantors shall complete all of the following steps in clauses (a) and (b) below within thirty (30) days (unless such time period is extended in writing by the Administrative Agent) after the date of organization or acquisition of (or in the case of a Foreign Subsidiary, election by) such Subsidiary: (a) cause such Person to sign and join in this Agreement or the Guarantee and Collateral Agreement by execution and delivery to the Administrative Agent of one or more counterparts of a Joinder hereto in the form attached hereto as Exhibit 10.20(A) or Exhibit 10.20(B) (each, as the case may be, a “Borrower Joinder” or “Guarantor Joinder”), appropriately dated, (b) deliver to the Administrative Agent all certificates and other documents referred to in Section 6 of this Agreement and such Borrower Joinder or Guarantor Joinder and (c) deliver to the Administrative Agent documents necessary to grant and perfect Prior Security Interests to the Administrative Agent for the benefit of the Banks in all Pledged Collateral held by the owners of such Subsidiary if it is a Foreign Subsidiary owned directly by a Domestic Subsidiary. The Borrowers covenant and agree to cause all Domestic Material Subsidiaries to comply with the terms of this Section 10.20(i). Notwithstanding the foregoing, each new Borrower shall not be permitted to borrow under this Agreement until the following number of Business Days has elapsed after a fully executed Borrower Joinder has been delivered to the Banks: (i) five (5) with respect to a Domestic Borrower and (ii) ten (10) with respect to a Foreign Borrower.

Joinder of Borrowers and Guarantors. (i) Each Domestic Material Subsidiary acquired, formed or in coming into existence after the Closing Date shall be required to, and, each Foreign Subsidiary upon electing to do so may, become a Borrower or a Guarantor hereunder, and the Borrowers and the Guarantors shall complete all of the following steps in clauses (a) and (b) below within thirty (30) days (unless such time period is extended in writing by the Administrative Agent) after the date of organization or acquisition of (or in the case of a Foreign Subsidiary, election by) such Subsidiary: (a) cause such Person to sign and join in this Agreement or the Guarantee and Collateral Agreement by execution and delivery to the Administrative Agent of one or more counterparts of a Joinder hereto in the form attached hereto as Exhibit 10.20(A11.20(A) or Exhibit 10.20(B11.20(B) (each, as the case may be, a “Borrower Joinder” or “Guarantor Joinder”), appropriately dated, (b) deliver to the Administrative Agent all certificates and other documents referred to in Section 6 7 of this Agreement and such Borrower Joinder or Guarantor Joinder and (c) deliver to the Administrative Agent documents necessary to grant and perfect Prior Security Interests to the Administrative Agent for the benefit of the Banks in all Pledged Collateral held by the owners of such Subsidiary if it is a Foreign Subsidiary owned directly by a Domestic SubsidiaryLoan Party. The Borrowers covenant and agree to cause all Domestic Material Subsidiaries to comply with the terms of this Section 10.20(i11.20(i). Notwithstanding the foregoing, each new Borrower shall not be permitted to borrow under this Agreement until the following number of Business Days has elapsed after a fully executed Borrower Joinder has been delivered to the Banks: (i) five (5) with respect to a Domestic Borrower and (ii) ten (10) with respect to a Foreign Borrower.

Joinder of Borrowers and Guarantors. (i) Each Domestic Material Subsidiary acquired, formed or in existence after the Closing Date shall be required to, and, each Foreign Subsidiary upon electing to do so may, become a Borrower or a Guarantor hereunder, and the Borrowers and the Guarantors shall complete all of the following steps in clauses (a) and (b) below within thirty (30) days (unless such time period is extended in writing by the Administrative Agent) after the date of organization or acquisition of (or in the case of a Foreign Subsidiary, election by) such Subsidiary: (a) cause such Person to sign and join in this Agreement or the Guarantee and Collateral Agreement by execution and delivery to the Administrative Agent of one or more counterparts of a Joinder hereto in the form attached hereto as Exhibit 10.20(A) or Exhibit 10.20(B) (each, as the case may be, a “"Borrower Joinder” " or “"Guarantor Joinder”"), appropriately dated, (b) deliver to the Administrative Agent all certificates and other documents referred to in Section 6 of this Agreement and such Borrower Joinder or Guarantor Joinder and (c) deliver to the Administrative Agent documents necessary to grant and perfect Prior Security Interests to the Administrative Agent for the benefit of the Banks in all Pledged Collateral held by the owners of such Subsidiary if it is a Foreign Subsidiary owned directly by a Domestic Subsidiary. The Borrowers covenant and agree to cause all Domestic Material Subsidiaries to comply with the terms of this Section 10.20(i). Notwithstanding the foregoing, each new Borrower shall not be permitted to borrow under this Agreement until the following number of Business Days has elapsed after a fully executed Borrower Joinder has been delivered to the Banks: (i) five (5) with respect to a Domestic Borrower and (ii) ten (10) with respect to a Foreign Borrower.

Joinder of Borrowers and Guarantors. (i) Each Domestic Material Subsidiary acquired, formed or in coming into existence after the Closing Date (which, for the purposes of this Section 11.20(i), shall include (x) any Material Subsidiary that ceases to be a Foreign Subsidiary or (y) any Domestic Subsidiary that ceases to be an Immaterial Subsidiary) shall be required to, and, each Foreign Subsidiary upon electing to do so may, become a Borrower or a Guarantor hereunder, and the Borrowers and the Guarantors shall complete all of the following steps in clauses (a), (b) and (bc) below within thirty (30) days (unless such time period is extended in writing by the Administrative Agent) after the date of organization the acquisition, formation or acquisition coming into existence of (or in the case of a Foreign Subsidiary, election by) such Subsidiary: (a) cause such Person to sign and join in this Agreement or the Guarantee and Collateral Agreement by execution and delivery to the Administrative Agent of one or more counterparts of a Joinder hereto in the form attached hereto as Exhibit 10.20(A11.20(A) or Exhibit 10.20(B11.20(B) (each, as the case may be, a “Borrower Joinder” or “Guarantor Joinder”), appropriately dated, (b) deliver to the Administrative Agent all certificates and other documents referred to in Section 6 7 of this Agreement and such Borrower Joinder or Guarantor Joinder and (c) deliver to the Administrative Agent documents necessary to grant and perfect Prior Security Interests to the Administrative Agent for the benefit of the Banks in all Pledged Collateral held by the owners of such Subsidiary if it is a Foreign Subsidiary owned directly by a Domestic SubsidiaryLoan Party. The Borrowers covenant and agree to cause all Domestic Material Subsidiaries to comply with the terms of this Section 10.20(i11.20(i). Notwithstanding the foregoing, each new Borrower shall not be permitted to borrow under this Agreement until the following number of Business Days NAI-0000000000v6 has elapsed after a fully executed Borrower Joinder has been delivered to the Banks: (i) five (5) with respect to a Domestic Borrower and (ii) ten (10) with respect to a Foreign Borrower.

Joinder of Borrowers and Guarantors. (i) Each Domestic Material Subsidiary acquired, formed or in existence after the Closing Date shall be required to, and, each Foreign Subsidiary upon electing to do so may, become a Borrower or a Guarantor hereunder, and the Borrowers and the Guarantors shall complete all of the following steps in clauses (a) and (b) below within thirty (30) days (unless such time period is extended in writing by the Administrative Agent) after the date of organization or acquisition of (or in the case of a Foreign Subsidiary, election by) such Subsidiary: (a) cause such Person to sign and join in this Agreement or the Guarantee and Collateral Agreement by execution and delivery to the Administrative Agent of one or more counterparts of a Joinder hereto in the form attached hereto as Exhibit 10.20(A11.20(A) or Exhibit 10.20(B11.20(B) (each, as the case may be, a “"Borrower Joinder” " or “"Guarantor Joinder”"), appropriately dated, (b) deliver to the Administrative Agent all certificates and other documents referred to in Section 6 7 of this Agreement and such Borrower Joinder or Guarantor Joinder and (c) deliver to the Administrative Agent documents necessary to grant and perfect Prior Security Interests to the Administrative Agent for the benefit of the Banks in all Pledged Collateral held by the owners of such Subsidiary if it is a Foreign Subsidiary owned directly by a Domestic SubsidiaryLoan Party. The Borrowers covenant and agree to cause all Domestic Material Subsidiaries to comply with the terms of this Section 10.20(i11.20(i). Notwithstanding the foregoing, each new Borrower shall not be permitted to borrow under this Agreement until the following number of Business Days has elapsed after a fully executed Borrower Joinder 141 has been delivered to the Banks: (i) five (5) with respect to a Domestic Borrower and (ii) ten (10) with respect to a Foreign Borrower.

Joinder of Borrowers and Guarantors. 5.17.1Any Person (ia) Each Domestic Material Subsidiary acquiredowning Real Property the value of which is directly advanced against under the Mortgage Facility, formed the Delayed Draw Facility, any Mortgage Loan Increase or in existence after the Closing Date any Additional Mortgage Loans shall be required to, and, each Foreign to be a Borrower hereunder with respect to the applicable Class and (b) that is a Subsidiary upon electing to do so and is not a Borrower in respect of any Class under this Agreement may, but shall not be required to (except as provided in clause (a) above), in its sole discretion from time to time become a Borrower or hereunder with respect to a Guarantor hereunderparticular Class, and in the Borrowers and the Guarantors shall complete all case of the following steps in clauses each of clause (a) and (b) below within thirty (30) days (unless such time period is extended in writing ), by the Administrative Agent) after the date of organization or acquisition of (or in the case of a Foreign Subsidiary, election by) such Subsidiary: (a) cause such Person to sign executing and join in this Agreement or the Guarantee and Collateral Agreement by execution and delivery delivering to the Administrative Agent of one or more counterparts of a Joinder hereto in Agreement (together with all schedules thereto); provided that such Joinder Agreement shall specify the form attached hereto applicable Credit Facilities under which such Subsidiary shall join this Agreement as Exhibit 10.20(A) or Exhibit 10.20(B) (each, as the case may be, a “Borrower Joinder” or “Guarantor Joinder”), appropriately dated, (b) Borrower. Any Person that executes and delivers a Joinder Agreement shall deliver to the Administrative Agent all such items as are required pursuant to Sections 4.01.1(d), 4.01.1(e), 4.01.1(n) (which items required by Section 4.01.1(n) shall be in form and substance reasonably acceptable to the Administrative Agent; provided, however, if such Person executes such Joinder Agreement in connection with a Permitted Acquisition or in contemplation of a potential Permitted Acquisition, then such items required by Section 4.01.1(n) shall not be required to be delivered until the date that is 30 days (or such later date as the Administrative Agent may agree in its sole discretion) after such Permitted Acquisition is consummated; provided, further, that, in connection with such Person’s compliance with Section 4.01.1(n), (x) for the avoidance of doubt, such grace period shall not apply to any of the obligations to maintain any insurance (including flood insurance) and deliver insurance certificates and other documents referred to in Section 6 of this Agreement and such Borrower Joinder or Guarantor Joinder (including flood insurance), and (cy) deliver on or before the date of such Permitted Acquisition, such Person shall have delivered or caused to be delivered to the Administrative Agent documents necessary written confirmation from the insurance agent for such Person that such insurance agent is unable to grant deliver such endorsements by the ​ 94 ​ ​ date of such Permitted Acquisition), 5.15.1(ii), 5.15.1(iii), 5.15.1(v), 5.15.1(vi), 5.15.1(vii), and perfect Prior Security Interests to the Administrative Agent for the benefit 5.15.1(viii). Such Subsidiary shall thereafter have all of the Banks in all Pledged Collateral held by the owners rights, benefits and obligations of a Borrower party to this Agreement with respect to such Subsidiary if it is a Foreign Subsidiary owned directly by a Domestic Subsidiary. The Borrowers covenant and agree to cause all Domestic Material Subsidiaries to comply with the terms of this Section 10.20(i)Class.