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. SCP DISTRIBUTORS LLC (successor by merger to NATIONAL POOL TITLE GROUP, INC.), a Delaware limited liability company, as Subsidiary Guarantor By: /s/ Mxxxxx X. Xxxxx de la Mesa Name: Mxxxxx X. Xxxxx de la Mesa Title: President and CEO ALLIANCE TRADING, INC., a Delaware corporation, as Subsidiary Guarantor By: /s/ Mxxxxxx Xxxxxx Name: Mxxxxxx Xxxxxx Title: President and Secretary CYPRESS, INC., a Nevada corporation, as Subsidiary Guarantor By: /s/ Mxxxxxx Xxxxxx Name: Mxxxxxx Xxxxxx Title: President and Secretary SUPERIOR POOL PRODUCTS LLC, a Delaware limited liability company, as Subsidiary Guarantor By: /s/ Mxxxxx X. Xxxxx de la Mesa Name: Mxxxxx X. Xxxxx de la Mesa Title: President and CEO SCP ACQUISITION CO. LLC, a Delaware limited liability company, as Subsidiary Guarantor By: SCP Distributors LLC, its Sole Member By: /s/ Mxxxxx X. Xxxxx de la Mesa Name: Mxxxxx X. Xxxxx de la Mesa Title: President and CEO SCP INTERNATIONAL, INC, a Delaware corporation, as Subsidiary Guarantor By: /s/ Mxxxxx X. Xxxxx de la Mesa Name: Mxxxxx X. Xxxxx de la Mesa Title: President and CEO POOL DEVELOPMENT LLC, a Delaware limited liability company, as Subsidiary Guarantor By: /s/ Mxxxxx X. Xxxxx de la Mesa Name: Mxxxxx X. Xxxxx de la Mesa Title: President and CEO SPLASH HOLDINGS, INC. (successor by merger to SPLASH HOLDINGS, INC. (formerly known as FORT WXXXX POOLS, INC.), an Indiana corporation), a Delaware corporation, as Subsidiary Guarantor By: /s/ Mxxxxx X. Xxxxx de la Mesa Name: Mxxxxx X. Xxxxx de la Mesa Title: President and CEO HORIZON DISTRIBUTORS, INC., a Delaware corporation, as Subsidiary Guarantor By: /s/ Mxxxxx X. Xxxxx de la Mesa Name: Mxxxxx X. Xxxxx de la Mesa Title: Vice President [Signature pages continue] POOLCORP FINANCIAL MORTGAGE, LLC, a Delaware limited liability company, as Subsidiary Guarantor By: /s/ Mxxx X. Xxxxxx Name: Mxxx X. Xxxxxx Title: President POOLCORP FINANCIAL INC., a Delaware corporation, as Subsidiary Guarantor By: /s/ Mxxx X. Xxxxxx Name: Mxxx X. Xxxxxx Title: President [Signature pages continue] AGENTS AND LENDERS: WACHOVIA BANK, NATIONAL ASSOCIATION, as Administrative Agent, Swingline Lender, Issuing Lender and a Lender By: /s/ Gxxx Xxxxxxxx Name: Gxxx Xxxxxxxx Title: Vice President WACHOVIA CAPITAL FINANCE CORPORATION (CANADA) (formerly known as Congress Financial Corporation (Canada)), as Canadian Dollar Lender By: /s/ Rxxxxxx Xxxxxxxxxx Name: Rxxxxxx Xxxxxxxxxx Title: Vice President BANK OF AMERICA, N.A., as a Lender By: /s/ Gxxx ...
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), or that any other Person shall become a “Subsidiary” within the meaning of the definition thereof (other than a Financing Subsidiary); (2) any Structured Subsidiary shall no longer constitute a “Structured 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); or (3) 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), the Borrower will, in each case, on or before thirty (30) days following such Person becoming a Subsidiary or such Financing Subsidiary no longer qualifying as such, cause such new Subsidiary or former Financing 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 the Administrative Agent shall have reasonably requested.
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. If any Subsidiary of the Company shall guarantee any obligation of the Company evidenced by bonds, debentures, notes or other similar instruments, including obligations incurred in connection with the acquisition of property, assets or businesses by the Company (other than the Existing Credit Facility, (each such obligation a "Debt Security") the Company shall (i) cause each of (1) such Subsidiary and (2) any Subsidiary to which the Company has transferred all or substantially all of its assets concurrently to become a Subsidiary Guarantor by executing and delivering to the Trustee a supplemental indenture pursuant to which such Subsidiary shall unconditionally guarantee (a "Subsidiary Guarantee") all of the Company's obligations under the Securities and this Indenture on a senior unsecured basis, on terms substantially consistent with guarantees of substantially similar debt obligations, to the same extent as the Subsidiary referred to above in (1) guaranteed such other Debt Securities and (ii) cause an Opinion of Counsel to be delivered to the Trustee to the effect that such supplemental indenture has been duly authorized and executed by each such Person and constitutes the valid, binding and enforceable obligation of each such Person (subject to customary exceptions concerning creditors' rights and equitable principles). Such supplemental indenture shall be executed by manual signature on behalf of each respective Subsidiary Guarantor by any one of such Subsidiary Guarantor's Chairman of the Board of Directors, Vice Chairman of the Board of Directors, Chief Executive Officer, President or Chief Financial Officer or Vice Presidents, attested by its Secretary or Assistant Secretary. Such supplemental indenture bearing the manual signatures of individuals who were at any time the proper officers of a Subsidiary Guarantor shall bind such Subsidiary Guarantor, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the execution and delivery of the supplemental indenture or did not hold such offices at the date of such supplemental indenture.
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. WAYSTAR, INC., as Guarantor By: /s/ Mxxxxxx Xxxxxx Name: Mxxxxxx Xxxxxx Title: General Counsel and Secretary MXX-XXXXXXX.XXX, INC., as Guarantor By: /s/ Mxxxxxx Xxxxxx Name: Mxxxxxx Xxxxxx Title: General Counsel and Secretary CONNANCE, INC., as Guarantor By: /s/ Mxxxxxx Xxxxxx Name: Mxxxxxx Xxxxxx Title: General Counsel and Secretary WAYSTAR FINANCIAL SOLUTIONS, INC., as Guarantor By: /s/ Mxxxxxx Xxxxxx Name: Mxxxxxx Xxxxxx Title: General Counsel and Secretary IXXXXXXXXXX.XXX, LLC, as Guarantor By: /s/ Mxxxxxx Xxxxxx Name: Mxxxxxx Xxxxxx Title: Chief Legal and Administrative Officer JPMORGAN CHASE BANK, N.A., as Administrative Agent and 2023 Revolving Lender by /s/ Nxxxxxxx X. Xxxxx Name: Nxxxxxxx X. Xxxxx Title: Authorized Officer BARCLAYS BANK PLC, as a Lender by /s/ Exxxxx Xxx Name: Exxxxx Xxx Title: Vice President GXXXXXX SXXXX BANK USA, as a Lender by /s/ Wxxxxxx X. Xxxxxx XX Name: Wxxxxxx X. Xxxxxx XX Title: Authorized Signatory ROYAL BANK OF CANADA, as a Lender by /s/ Exxxx Xxxxx Name: Exxxx Xxxxx Title: Authorized Signatory DEUTSCHE BANK AG NEW YORK BRANCH, as a Lender by /s/ Lxxxxx Xxxxxxx Name: Lxxxxx Xxxxxxx Title: Vice President by /s/ Sxxxx Xxxx Name: Sxxxx Xxxx Title: Vice President BANK OF AMERICA, N.A., as a Lender by /s/ Gxxxxxx Xxxxxxxx Name: Gxxxxxx Xxxxxxxx Title: Managing Director Exhibit A Credit Agreement EXHIBIT A CONFORMED COPY reflecting changes of the First Amendment, dated as of December 2, 2019, the Second Amendment, dated as of September 23, 2020, the Third Amendment, dated as of March 24, 2021, the Fourth Amendment, dated as of August 24, 2021, the Fifth Amendment, dated as of June 1, 2023, and the Sixth Amendment, dated as of June 23, 2023, and the Seventh Amendment, dated as of October 6, 2023 FIRST LIEN CREDIT AGREEMENT Dated as of October 22, 2019 among DERBY MERGER SUB, INC., after giving effect to the Target Merger, BNVC GROUP HOLDINGS, INC. and after giving effect to the Closing Date Borrower Assumption, WAYSTAR TECHNOLOGIES, INC. (F/K/A NAVICURE, INC.), as the Borrower DERBY PARENT, INC. and, after giving effect to the Closing Date Holdings Assumption, BNVC HOLDINGS, INC., as Holdings THE FINANCIAL INSTITUTIONS PARTY HERETO, as Lxxxxxx, JPMORGAN CHASE BANK, N.A., as Administrative Agent, JPMORGAN CHASE BANK, N.A., BARCLAYS BANK PLC and DEUTSCHE BANK AG NEW YORK BRANCH as Issuing Banks JPMORGAN CHASE BANK, N.A., BARCLAYS BANK PLC and DEUTSCHE BANK SECURITIES INC., as Joint Lead Arrangers and Joint Bookrunners Table of ...
