Requirements to Become a Guarantor. Within 30 days (or such later date as agreed by the Administrative Agent) of the date on which a Subsidiary Guarantees, or otherwise becomes obligated in respect of, any Indebtedness of the Borrower or of any other Subsidiary (other than (x) Indebtedness owed by such Subsidiary to the Borrower or a Guarantor or (y) Indebtedness (other than Indebtedness described in the immediately preceding clause (x)) in an aggregate amount for any individual Subsidiary not in excess of $350,000,000 at any time outstanding (such Indebtedness “Designated Non-Guarantor Indebtedness”); provided such exception in clause (y) shall not apply to the extent that the aggregate amount of Designated Non-Guarantor Indebtedness of all Subsidiaries which are not Guarantors exceeds $350,000,000 in the aggregate), the Borrower shall deliver to the Administrative Agent each of the following in form and substance satisfactory to the Administrative Agent: (i) an Accession Agreement executed by such Subsidiary and (ii) the items that would have been delivered under subsections (iii) through (vii) of Section 6.1(a) and under Section 6.1(f) if such Subsidiary had been required to become a Guarantor on the Agreement Date; provided, that (x) the foregoing requirement to become a Guarantor shall not apply to Guaranties (A) by Excluded Subsidiaries of Indebtedness of Excluded Subsidiaries or (B) of exceptions to non-recourse liability described in the definition of “Nonrecourse Indebtedness”, (y) a Foreign Subsidiary that only Guarantees, or otherwise becomes obligated in respect of, Indebtedness for which it is the direct borrower or issuer or Indebtedness of another Foreign Subsidiary shall not be required to become a Guarantor under this Section 8.14 and (z) a Restricted JV Subsidiary that only Guarantees, or otherwise becomes obligated in respect of, Indebtedness for which it is the direct borrower or issuer or Indebtedness of another Restricted JV Subsidiary shall not be required to become a Guarantor under this Section 8.14. In addition, the Borrower shall be permitted, in its sole discretion, to cause any Subsidiary to become a Guarantor at any time by delivering to the Administrative Agent each of the following in form and substance satisfactory to the Administrative Agent: (i) an Accession Agreement executed by such Subsidiary and (ii) the items that would have been delivered under subsections (iii) through (vii) of Section 6.1(a) and under Section 6.1(f) if such Subsidiary had been requi...
Requirements to Become a Guarantor. During any time that the Borrower does not have an Investment Grade Rating, the Borrower shall cause each Material Subsidiary that has guaranteed, or otherwise become liable for, the Unsecured Indebtedness of another Person to deliver to the Administrative Agent an Accession Agreement executed by such Material Subsidiary and each of the items set forth in the immediately following subsection (b). The Borrower shall cause delivery of the Accession Agreement and the items described in the immediately following subsection (b) within 10 Business Days of any such Material Subsidiary guaranteeing, or otherwise becoming liable for, the Unsecured Indebtedness of another Person during any time that the Borrower does not have an Investment Grade Rating.
Requirements to Become a Guarantor. During any time that the Borrower does not have an Investment Grade Rating, the Borrower shall cause each Material Subsidiary that has guaranteed, or otherwise become liable for, the Unsecured Indebtedness of another Person to deliver to the Agent an Accession Agreement executed by such Material Subsidiary and each of the items that would have been delivered under Sections 5.1.(iv), (v), (viii) through (xii) and (xvii) with respect to such Material Subsidiary as if such Material Subsidiary had been a Guarantor on the Effective Date. The Borrower shall cause delivery of the items described in the immediately preceding sentence within 10 Business Days of any such Material Subsidiary guaranteeing, or otherwise becoming liable for, the Unsecured Indebtedness of another Person during any time that the Borrower does not have an Investment Grade Rating.
Requirements to Become a Guarantor. The Borrower shall cause any Subsidiary of the Company or the Borrower that is not already a Guarantor (a “NEW GUARANTOR”) that owns an Eligible Project that the Borrower would like to include as an Unencumbered Eligible Project hereunder to execute and deliver to the Administrative Agent an Accession Agreement to the Guaranty as a condition to including such Eligible Project as an Unencumbered Eligible Project in accordance with the terms hereof.
Requirements to Become a Guarantor. As soon as available, and in any event within 30 days of the date on which any of the following conditions first applies to any Subsidiary that is not already a Guarantor, the Borrower shall deliver to the Administrative Agent each of the following in form and substance satisfactory to the Administrative Agent: (i) an Accession Agreement executed by such Subsidiary and (ii) the items that would have been delivered under subsections (iv) through (viii) and (xiv) of Section 6.1.(a) if such Subsidiary had been required to become a Guarantor on the Agreement Date:
Requirements to Become a Guarantor. No later than 45 days following the last day of the Parent’s fiscal quarter during which any Person becomes a Material Subsidiary after the Agreement Date, the Borrower shall deliver to the Agent an Accession Agreement executed by such Material Subsidiary, and within 30 days of delivery of such Accession Agreement, the Borrower shall deliver each of the items that would have been delivered under Sections 5.1.(iv), (v), (viii) through (xii) and (xvii) with respect to such Material Subsidiary as if such Material Subsidiary had been a Guarantor on the Effective Date. If after the Investment Grade Rating Date and release of Subsidiaries that are Guarantors pursuant to the following subsection (b), the Borrower does not continue to maintain an Investment Grade Rating, then within 5 Business Days of such occurrence, the Borrower shall cause each Material Subsidiary to deliver to the Agent an Accession Agreement executed by each Material Subsidiary and each of the items that would have been delivered under Sections 5.1.(iv), (v), (viii) through (xii) and (xvii) with respect to each Material Subsidiary as if each Material Subsidiary had been a Guarantor on the Effective Date, and the first sentence of this subsection (a) shall be effective with respect to any Subsidiary that becomes a Material Subsidiary thereafter, notwithstanding that the Investment Grade Rating Date had previously occurred.
Requirements to Become a Guarantor. The Borrower shall cause any Subsidiary of the Company or the Borrower that is not already a Guarantor that owns an Eligible Project that the Borrower would like to include as an Unencumbered Eligible Project hereunder to execute and deliver to the Administrative Agent an Accession Agreement to the Guaranty as a condition to including such Eligible Project as an Unencumbered Eligible Project in accordance with the terms hereof. In addition to, and without limiting the foregoing, the Borrower will cause any Subsidiary which becomes a party to, or otherwise guarantees, Indebtedness outstanding under the Note Purchase Agreement (as such Note Purchase Agreement may be amended, restated or modified from time to time) (or the notes relating thereto) to, concurrently with the incurrence of any such obligation pursuant to the Note Purchase Agreement, execute and deliver to the Administrative Agent an Accession Agreement to the Guaranty. Table of Contents
Requirements to Become a Guarantor. No later than 45 days following the last day of the Parent’s fiscal quarter during which any Person becomes a Material Subsidiary after the Agreement Date, the Borrower shall deliver to the Agent an Accession Agreement executed by such Material Subsidiary, and within 30 days of delivery of such Accession Agreement, the Borrower shall deliver each of the items that would have been delivered under Sections 5.1.(a)(iv), (v), (viii), as also certified as of a recent date by the Secretary of State of the State of formation of such Material Subsidiary, (ix) through (xii) and (xvi) with respect to such Material Subsidiary as if such Material Subsidiary had been a Guarantor on the Effective Date. If after the Investment Grade Rating Date and release of Subsidiaries that are Guarantors pursuant to the following subsection (b), the Borrower does not continue to maintain an Investment Grade Rating, then within 5 Business Days of such occurrence, the Borrower shall cause each Material Subsidiary to deliver to the Agent an Accession Agreement executed by each Material Subsidiary and each of the items that would have been delivered under Sections 5.1.(a)(iv), (v), (viii), as also certified as of a recent date by the Secretary of State of the State of formation of such Material Subsidiary, (ix) through (xii) and (xvi) with respect to each Material Subsidiary as if each Material Subsidiary had been a Guarantor on the Effective Date, and the first sentence of this subsection (a) shall be effective with respect to any Subsidiary that becomes a Material Subsidiary thereafter, notwithstanding that the Investment Grade Rating Date had previously occurred.
Requirements to Become a Guarantor. Whether or not the Investment Grade Rating Date has occurred, within ten (10) days of the date that any Person becomes a Subsidiary Obligor, the Borrower shall deliver to the Agent an Accession Agreement executed by such Subsidiary Obligor and each of the items that would have been delivered under clauses (iv) through (viii) of Section 5.1.(a) with respect to such Subsidiary Obligor as if such Subsidiary Obligor had been a Non-Material Subsidiary Guarantor on the Agreement Date (provided that the Borrower shall only be required to deliver the legal opinions required by Section 5.1.(a)(iv) if so requested by the Agent).
Requirements to Become a Guarantor. During any time that the Borrower does not have an Investment Grade Rating, the Borrower shall cause each Material Subsidiary that has guaranteed, or otherwise become liable for, the Unsecured Indebtedness of another Person to deliver to the Administrative Agent an Accession Agreement executed by such Material Subsidiary and each of the items set forth in the immediately following subsection (b). The Borrower shall cause delivery of the Accession Agreement and the items described in the immediately following subsection (b) within 10 Business Days (or such longer period as may be acceptable to the Administrative Agent) of any such Material Subsidiary guaranteeing, or otherwise becoming liable for, the Unsecured Indebtedness of another Person during any time that the Borrower does not have an Investment Grade Rating. 4889-7534-3155, v. 14
