Common use of Subsidiary Borrowers Clause in Contracts

Subsidiary Borrowers. On or after the Second Restatement Date, with the consent of the Agent, the Company may designate any Subsidiary (other than any Securitization Subsidiary and any captive insurance company Subsidiary) as a Subsidiary Borrower by delivery to the Agent of a Subsidiary Borrower Supplement executed by such Subsidiary and the Company, together with Notes in favor of each Revolving Lender and, if applicable, a Fronted Offshore Currency Note in favor of the Offshore Currency Fronting Lender, and upon such delivery such Subsidiary shall for all purposes of this Agreement be a Subsidiary Borrower and party to this Agreement. As soon as practicable upon receipt of a Subsidiary Borrower Supplement, the Agent will deliver a copy thereof to each Lender. So long as the principal of and interest on all Loans made to any Subsidiary Borrowers under this Agreement shall have been paid in full and all other obligations of such Subsidiary Borrower shall have been fully performed, such Subsidiary Borrower may, upon not less than five Business Days' prior written notice to the Agent (which shall promptly notify the Lenders thereof), terminate its status as a "Subsidiary Borrower".

Appears in 1 contract

Sources: Credit Agreement (Oshkosh Truck Corp)

Subsidiary Borrowers. On or after the Second Restatement Effective Date, with the consent of the Agent, the Company may designate any Wholly-Owned Subsidiary (other than any Securitization Subsidiary and any captive insurance company Subsidiary) as a Subsidiary Borrower by delivery to the Agent of a Subsidiary Borrower Supplement executed by such Subsidiary and the Company, together with Notes in favor of each Revolving Lender and, if applicable, a Fronted Offshore Currency Note in favor of the Offshore Currency Fronting requesting Lender, and upon such delivery such Subsidiary shall for all purposes of this Agreement be a Subsidiary Borrower and party to this Agreement. As soon as practicable upon receipt of a Subsidiary Borrower Supplement, the Agent will deliver a copy thereof to each Lender. So long as the principal of and interest on all Loans made to any Subsidiary Borrowers under this Agreement shall have been paid in full and all other obligations of such Subsidiary Borrower in such capacity (other than any contingent indemnification or similar obligation not yet due and payable) shall have been fully performed, such Subsidiary Borrower may, upon not less than five Business Days' prior Days’prior written notice to the Agent (which shall promptly notify the Lenders thereof), terminate its status as a "Subsidiary Borrower".

Appears in 1 contract

Sources: Credit Agreement (Oshkosh Truck Corp)

Subsidiary Borrowers. On or after the Second Restatement Date, with the consent of the Agent, the (a) The Company may from time to time designate any wholly-owned Domestic Subsidiary (other than any Securitization Subsidiary and any captive insurance company Subsidiary) as a Subsidiary Borrower by delivery to the Administrative Agent of a Subsidiary Borrower Supplement executed by such Subsidiary and the Company, together with Notes in favor of each Revolving Lender and, if applicable, a Fronted Offshore Currency Note in favor of ; provided that (i) the Offshore Currency Fronting Lender, and upon such delivery such Subsidiary Company shall for all purposes of this Agreement be have delivered a Subsidiary Borrower and party Supplement to this Agreement. As soon as practicable upon receipt of a Subsidiary Borrower Supplement, the Administrative Agent will (which shall promptly deliver a copy thereof to each Lender. ) not later than 5 Business Days prior to the proposed effective date of such designation; and (ii) the Administrative Agent shall have consented to such designation, which consent shall not be unreasonably withheld or delayed; and (iii) prior to the making of any Loans to such Subsidiary Borrower, such Subsidiary Borrower shall have satisfied the conditions precedent set forth in Section 11.3. (b) So long as the principal of and interest on all Loans made to any Subsidiary Borrowers Borrower under this Agreement shall have been paid in full and all other obligations of such Subsidiary Borrower in such capacity (other than contingent indemnification obligations) shall have been fully performed, such Subsidiary Borrower the Company may, upon not less than five two Business Days' prior written notice to the Administrative Agent (which shall promptly notify the Lenders thereof), terminate its such Subsidiary’s status as a "Subsidiary Borrower".

Appears in 1 contract

Sources: Credit Agreement (Middleby Corp)

Subsidiary Borrowers. On or after the Second Restatement Date, with the consent of the Agent, the Company may designate any Subsidiary (other than any Securitization Subsidiary and any captive insurance company Subsidiary) as a Subsidiary Borrower by delivery to the Agent of a Subsidiary Borrower Supplement executed by such Subsidiary and the Company, together with Notes in favor of each Revolving Lender and, if applicable, a Fronted Offshore Currency Note in favor of the Offshore Currency Fronting Lender, and upon such delivery such Subsidiary shall for all purposes of this Agreement be a Subsidiary Borrower and party to this Agreement. As soon as practicable upon receipt of a Subsidiary Borrower Supplement, the Agent will deliver a copy thereof to each Lender. So long as the principal of and interest on all Loans made to any Subsidiary Borrowers under this Agreement shall have been paid in full and all other obligations of such Subsidiary Borrower shall have been fully performed, such Subsidiary Borrower may, upon not less than five Business Days' prior written notice to the Agent (which shall promptly notify the Lenders thereof), terminate its status as a "Subsidiary Borrower".

Appears in 1 contract

Sources: Credit Agreement (Oshkosh Truck Corp)