Subsidiary Guarantors. (a) The Company will cause each of its Subsidiaries that guarantees or otherwise becomes liable at any time, whether as a borrower or an additional or co-borrower or otherwise, for or in respect of any Indebtedness under any Material Credit Facility to concurrently therewith:
Subsidiary Guarantors setting forth a list of all Subsidiaries that are Subsidiary Guarantors and certifying that each Subsidiary that is required to be a Subsidiary Guarantor pursuant to Section 9.7 is a Subsidiary Guarantor, in each case, as of the date of such certificate of Senior Financial Officer.
Subsidiary Guarantors. (i) In the event that (1) the Borrower or any of its Subsidiaries shall form or acquire any new Subsidiary (other than a Financing Subsidiary, a CFC or a Transparent Subsidiary), or that any other Person shall become a “Subsidiary” within the meaning of the definition thereof (other than a Financing Subsidiary, a CFC or a Transparent Subsidiary), (2) any SBIC Subsidiary shall no longer constitute a “SBIC Subsidiary” pursuant to the definition thereof (in which case such Person shall be deemed to be a “new” Subsidiary for purposes of this Section 5.08), (3) any Structured Subsidiary shall no longer constitute a “Structured Subsidiary” pursuant to the definition thereof (including, for the avoidance of doubt, if such Structured Subsidiary ceases to have, in full force and effect, financing provided by an unaffiliated third party) (in which case such Person shall be deemed to be a “new” Subsidiary for purposes of this Section 5.08), (4) any CFC shall no longer constitute a “CFC” pursuant to the definition thereof (in which case such Person shall be deemed to be a “new” Subsidiary for purposes of this Section 5.08) or (5) any Transparent Subsidiary shall no longer constitute a “Transparent Subsidiary” pursuant to the definition thereof (in which case such Person shall be deemed to be a “new” Subsidiary for purposes of this Section 5.08), the Borrower will, in each case, on or before thirty (30) days following such Person becoming a Subsidiary or such Financing Subsidiary, CFC or Transparent Subsidiary, as the case may be, no longer qualifying as such, cause such new Subsidiary or former Financing Subsidiary, former CFC or former Transparent Subsidiary, as the case may be, to become a “Subsidiary Guarantor” (and, thereby, an “Obligor”) under the Guarantee and Security Agreement pursuant to a Guarantee Assumption Agreement and to deliver such proof of corporate or other action, incumbency of officers, opinions of counsel and other documents as the Administrative Agent shall have reasonably requested.
Subsidiary Guarantors. In the event that the Borrower or any the Subsidiary Guarantors shall form or acquire any new Subsidiary (other than a Financing Subsidiary, a Foreign Subsidiary, an Immaterial Subsidiary or a Subsidiary of a Foreign Subsidiary) the Borrower will cause such new Subsidiary to become a “Subsidiary Guarantor” (and, thereby, an “Obligor”) under the Guarantee and Security Agreement pursuant to a Guarantee Assumption Agreement and to deliver such proof of corporate or other action, incumbency of officers, opinions of counsel and other documents as is consistent with those delivered by the Borrower pursuant to Section 4.01 upon the Effective Date or as the Administrative Agent shall have reasonably requested.
Subsidiary Guarantors. In the event that (1) any Obligor shall form or acquire any new Domestic Subsidiary (other than an Excluded Asset or Immaterial Subsidiary) or (2) any Excluded Asset or Immaterial Subsidiary that is a Domestic Subsidiary shall no longer constitute an “Excluded Asset” or “Immaterial Subsidiary”, as applicable, pursuant to the definition thereof (in which case such Person shall be deemed to be a “new” Domestic Subsidiary for purposes of this Section 5.08 as of such date), the Borrower will cause, within thirty (30) days (or such longer period as shall be reasonably agreed by the Administrative Agent) following such Person becoming a new Domestic Subsidiary, such new Domestic Subsidiary to become a “Subsidiary Guarantor” (and, thereby, an “Obligor”) under a Guarantee Assumption Agreement and to deliver such proof of corporate or other action, incumbency of officers, opinions of counsel (unless otherwise agreed by the Administrative Agent) and other documents as is consistent with those delivered by the Borrower pursuant to Section 4.01 upon the Effective Date or as the Administrative Agent shall have reasonably requested. For the avoidance of doubt, the Borrower may elect to cause any of its Excluded Assets or Immaterial Subsidiaries to become an Obligor by causing such Person to become a Subsidiary Guarantor and executing and delivering a Guarantee Assumption Agreement and other deliverables as required for a Subsidiary Guarantor under this Section 5.08(a) (at which point such Person shall be a Subsidiary Guarantor and shall no longer be an Excluded Asset or an Immaterial Subsidiary).
Subsidiary Guarantors. FP AIRPARK AB, LLC By: FPR Holdings Limited Partnership Its Sole Member By: FPR General Partner, LLC Its General Partner By: First Potomac Realty Investment Limited Partnership Its Sole Member By: First Potomac Realty Trust Its General Partner By: /s/ Xxxxx X. Xxxx Name: Xxxxx X. Xxxx Title: Executive Vice President and Chief Financial Officer 0000 XXXXXXXXX XXXXXXXXX I, LLC By: First Potomac Realty Investment Limited Partnership Its Sole Member By: First Potomac Realty Trust Its General Partner By: /s/ Xxxxx X. Xxxx Name: Xxxxx X. Xxxx Title: Executive Vice President and Chief Financial Officer 0000 XXXXXXXXX XXXXXXXXX II, LLC By: First Potomac Realty Investment Limited Partnership Its Sole Member By: First Potomac Realty Trust Its General Partner By: /s/ Xxxxx X. Xxxx Name: Xxxxx X. Xxxx Title: Executive Vice President and Chief Financial Officer FP CHESTERFIELD ABEF, LLC By: FPR Holdings Limited Partnership Its Sole Member By: FPR General Partner, LLC Its General Partner By: First Potomac Realty Investment Limited Partnership Its Sole Member By: First Potomac Realty Trust Its General Partner By: /s/ Xxxxx X. Xxxx Name: Xxxxx X. Xxxx Title: Executive Vice President and Chief Financial Officer FP CHESTERFIELD CDGH, LLC By: FPR Holdings Limited Partnership Its Sole Member By: FPR General Partner, LLC Its General Partner By: First Potomac Realty Investment Limited Partnership Its Sole Member By: First Potomac Realty Trust Its General Partner By: /s/ Xxxxx X. Xxxx Name: Xxxxx X. Xxxx Title: Executive Vice President and Chief Financial Officer (Signatures continued on next page) 403 & 000 XXXXX XXXXX, LLC By: 403 & 000 Xxxxx Xxxxx Manager, LLC Its Managing Member By: First Potomac Realty Investment Limited Partnership Its Sole Member By: First Potomac Realty Trust Its General Partner By: /s/ Xxxxx X. Xxxx Name: Xxxxx X. Xxxx Title: Executive Vice President and Chief Financial Officer FP HANOVER C, LLC By: FPR Holdings Limited Partnership Its Sole Member By: FPR General Partner, LLC Its General Partner By: First Potomac Realty Investment Limited Partnership Its Sole Member By: First Potomac Realty Trust Its General Partner By: /s/ Xxxxx X. Xxxx Name: Xxxxx X. Xxxx Title: Executive Vice President and Chief Financial Officer FP HANOVER D, LLC By: FPR Holdings Limited Partnership Its Sole Member By: FPR General Partner, LLC Its General Partner By: First Potomac Realty Investment Limited Partnership Its Sole Member By: First Potomac Realty Trust Its General Partne...
Subsidiary Guarantors. The Company will take, and will cause each of its Subsidiaries to take, such actions from time to time as shall be necessary to ensure that Qualified Domestic Assets at all times from and after the Existing Credit Agreement Effective Date have a book value at least equal to the Minimum Qualified Domestic Asset Amount. Accordingly, and without limiting the generality of the foregoing, if the Company or any of its direct or indirect Subsidiaries shall form or acquire any Subsidiary after the Restatement Effective Date, the Company, as soon as practicable and in any event within 30 days after such formation or acquisition, will provide the Collateral Agent with notice of such formation or acquisition setting forth in reasonable detail a description of all of the assets of such new Subsidiary and identifying which of such assets comprise a portion of Consolidated Total Domestic Assets. If such new Subsidiary (alone or together with other Subsidiaries which are not Wholly-Owned Domestic Subsidiary Guarantors) owns, or at any time after the Existing Credit Agreement Effective Date one or more Subsidiaries (including any such new Subsidiary) which are not at the time Wholly-Owned Domestic Subsidiary Guarantors (excluding (x) ATS, ALC and Macrolink only so long as they do not collectively own assets having a book value in excess of the Allowed Exclusion Amount, and (y) Interturbine, Inc., a Domestic Subsidiary of Interturbine Projekt Management GmbH, a German limited liability company, only until April 1, 2013) individually or collectively own, assets having a book value exceeding the product of (i) 10.0% (expressed as a decimal) multiplied by (ii) the aggregate book value of Consolidated Total Domestic Assets (a “Qualified Domestic Asset Trigger Event”), the Company will, to the extent necessary to ensure that Qualified Domestic Assets at the time have a book value at least equal to the Minimum Qualified Domestic Asset Amount, cause one or more Domestic Subsidiaries which are not Wholly-Owned Domestic Subsidiary Guarantors at the time (each an “Affected Subsidiary”; provided that in no event shall any member of the TSI/Xxxxxxxxx Group be required to become an “Affected Subsidiary”) to become Credit Parties (and their assets to become Qualified Domestic Assets), and cause each Affected Subsidiary:
Subsidiary Guarantors. The Borrower will cause each Subsidiary of the Borrower that now or hereafter Guarantees any Material Debt of the Borrower for or in respect of borrowed money (other than Debt of the Borrower to any other Subsidiary) to promptly thereafter (and in any event within 30 days of executing such Guarantee) cause such Subsidiary to (a) become a Subsidiary Guarantor by executing and delivering to the Administrative Agent a Subsidiary Guaranty, and (b) deliver to the Administrative Agent documents of the types referred to in Section 4.01(d) and favorable opinions of counsel to such Subsidiary (which shall cover, among other things, the legality, validity, binding effect and enforceability of the Subsidiary Guaranty of such Subsidiary), all in form, content and scope reasonably satisfactory to the Administrative Agent.
Subsidiary Guarantors. (a) The Company will cause any Subsidiary which becomes a co-obligor or guarantor in respect of Indebtedness under the Bank Credit Agreement to deliver to each holder of Notes (concurrently with it becoming a co-obligor or guarantor in respect of such Indebtedness) the following items:
Subsidiary Guarantors. Each of the Subsidiary Guarantors further represents that it has knowledge of the Borrower’s and the other Amendment Parties’ financial condition and affairs and that it has adequate means to obtain from the Borrower and the other Amendment Parties on an ongoing basis information relating thereto and to the Borrower’s and the other Amendment Parties’ ability to pay and perform their respective obligations under the Credit Documents, and agrees to assume the responsibility for keeping, and to keep, so informed for so long as the guaranty of each such Subsidiary Guarantor remains in effect. Each Subsidiary Guarantor agrees that the Administrative Agent and the Lenders shall have no obligation to investigate the financial condition or affairs of the Borrower or any of the Amendment Parties for the benefit of any Subsidiary Guarantor nor to advise any Subsidiary Guarantor of any fact respecting, or any change in, the financial condition or affairs of the Borrower or any of the Amendment Parties that might become known to the Administrative Agent or any Lender at any time, whether or not the Administrative Agent or any such Lender knows or believes or has reason to know or believe that any such fact or change is unknown to any Subsidiary Guarantor, or might (or does) materially increase the risk of any Subsidiary Guarantor as guarantor, or might (or would) affect the willingness of any Subsidiary Guarantor to continue as a guarantor of the obligations of the Borrower under the Credit Documents. These representations and agreements by each of the Subsidiary Guarantors are made and delivered to induce the Administrative Agent and the Lenders to enter into this Amendment and continue to extend credit to the Borrower and the other Amendment Parties under the Credit Documents, and each of the Subsidiary Guarantors acknowledges that the Administrative Agent and the Lenders would not enter into this Amendment and continue to extend such credit in the absence of the representations and agreements contained herein.
