Borrowing Base Guarantor means (a) as of the Closing Date, each Canadian Guarantor and (b) in addition thereafter, any other Wholly Owned Subsidiary of Parent Borrower that (i) is organized in Canada or Switzerland or incorporated in England and Wales, (ii) is able to prepare all collateral reports in a comparable manner to the Parent Borrowers’ reporting procedures and (iii) has executed and delivered to Administrative Agent a joinder agreement hereto and such joinder agreements to guarantees, contribution and set-off agreements and other Loan Documents as Administrative Agent has reasonably requested (all of which shall be in form and substance acceptable to, and provide a level of security and guaranty acceptable to, Administrative Agent in its Permitted Discretion), so long as Administrative Agent has received and approved, in its Permitted Discretion, (A) a collateral audit conducted by an independent appraisal firm reasonably acceptable to Administrative Agent, (B) all UCC or other search results necessary to confirm Collateral Agent’s Lien on all of such Borrowing Base Guarantor’s personal property, subject to Permitted Liens, which Lien is a First Priority Lien with regard to the Revolving Credit Priority Collateral, and (C) such customary certificates (including a solvency certificate), resolutions, financial statements, legal opinions, and other documentation as the Administrative Agent may reasonably request (including as required by Sections 5.11 and 5.12).
Borrowing Base Guarantor means Holdings, Intermediate Holdings, General Cable Canada, General Cable LLC, General Cable Texas, General Cable Technologies and any other Wholly Owned Subsidiary of Borrower which may hereafter be approved by Administrative Agent and Collateral Agent which (a) is a Domestic Subsidiary or a Canadian Subsidiary, (b) is currently able to prepare all collateral reports in a comparable manner to the Borrower’s reporting procedures and (c) has executed and delivered to Collateral Agent such joinder agreements to guarantees, contribution and set-off agreements and other Security Documents as Collateral Agent has reasonably requested so long as Collateral Agent has received and approved, in its reasonable discretion, (i) a collateral audit and Inventory Appraisal conducted by an independent appraisal or audit firm designated by Collateral Agent and reasonably acceptable to Borrower and (ii) all UCC or PPSA search results necessary to confirm Collateral Agent’s first priority Lien on all of such Borrowing Base Guarantor’s personal Property, subject to Permitted Liens.
Borrowing Base Guarantor means Holdings, Intermediate Holdings, General Cable Canada, General Cable LLC, General Cable Texas, General Cable Technologies and, following consummation of the Closing Date Acquisition, upon satisfaction of conditions described in clause (c)(i) below, PD International and PD Wire & Cable, and any other Wholly Owned Subsidiary of Borrower which may hereafter be approved by Administrative Agent and Collateral Agent which (a) is a Domestic Subsidiary or a Canadian Subsidiary, (b) is currently able to prepare all collateral reports in a comparable manner to the Borrower’s reporting procedures and (c) has executed and delivered to Collateral Agent such joinder agreements to guarantees, contribution and set-off agreements and other Security Documents as Collateral Agent has reasonably requested so long as Collateral Agent has received and approved, in its reasonable discretion, (i) a collateral audit and Inventory Appraisal conducted by an independent appraisal or audit firm designated by Collateral Agent and reasonably acceptable to Borrower and (ii) all UCC or PPSA search results necessary to confirm Collateral Agent’s first priority Lien on all of such Borrowing Base Guarantor’s personal Property, subject to Permitted Liens.
Examples of Borrowing Base Guarantor in a sentence
So long as no Event of Default exists or has occurred and is continuing, Borrower and each Borrowing Base Guarantor may settle, adjust or compromise any claim, offset, counterclaim or dispute with any Account Debtor.
If an Account of any Borrower or Borrowing Base Guarantor includes a charge for any Taxes, Administrative Agent is authorized, in its discretion, upon notice to the Administrative Borrower, to pay the amount thereof to the proper Taxing Authority for the account of such Borrower or Borrowing Base Guarantor and to charge Borrowers therefor; provided, however, that neither any Agent nor any Lender shall be liable for any Taxes that may be due from any Loan Party or with respect to any Collateral.
Each Borrower and Borrowing Base Guarantor shall keep accurate and complete records of its Inventory, including costs and daily withdrawals and additions thereto, and shall submit to Administrative Agent inventory and reconciliation reports in form reasonably satisfactory to Administrative Agent, upon Administrative Agent’s reasonable request.
No inventory of any Borrower or Borrowing Base Guarantor is subject to retention of title (including extended retention of title or broadened extension of title) on an oral basis.
Each of Borrower and each Borrowing Base Guarantor authorizes and directs each bank or other depository (during a Dominion Period) to deliver to Agent, on a daily basis, all balances in each Deposit Account maintained by Borrower and/or each such Borrowing Base Guarantor, as applicable, with such depository for application to the Obligations then outstanding.
More Definitions of Borrowing Base Guarantor
Borrowing Base Guarantor. AK Tube and each other Wholly-Owned Domestic Subsidiary of Borrower which is designated in writing by the Borrower to the Agent after the Closing Date as a Borrowing Base Guarantor and has executed and delivered a joinder agreement in accordance with Section 10.1.10. As of the Closing Date, there are no Borrowing Base Guarantors. Business Day: any day other than a Saturday, Sunday or other day on which commercial banks are authorized to close under the laws of, or are in fact closed in, North Carolina and New York, and if such day relates to a LIBOR Loan, any such day on which dealings in Dollar deposits are conducted between banks in the London interbank Eurodollar market. Capital Expenditures: all liabilities incurred, expenditures made or payments due (whether or not made) by Borrower or any Subsidiary for the acquisition of any fixed assets, or any improvements, replacements, substitutions or additions thereto with a useful life of more than one year, including the principal portion of Capital Leases. Capital Lease: any lease that is required to be capitalized for financial reporting purposes in accordance with GAAP as in effect on December 31, 2013. Cash Collateral: cash, and any interest or other income earned thereon, that is delivered to Agent to Cash Collateralize any Obligations. Cash Collateral Account: a demand deposit, money market or other account established by Agent at such financial institution as Agent may select in its reasonable discretion, which account shall be subject to Agent’s Liens for the benefit of Secured Parties.
Borrowing Base Guarantor means any Guarantor that is a wholly- owned Subsidiary of Borrower which may be approved by the ABL Administrative Agent in its Permitted Discretion and which (a) is organized in a State within the United States, (b) is currently able to prepare all collateral reports in a comparable manner to Borrower’s reporting procedures and (c) has executed and delivered to the ABL Administrative Agent such joinder agreements to guarantees, contribution and set-off agreements and other collateral documents as the ABL Administrative Agent has reasonably requested so long as the ABL Administrative Agent has received and approved, in its reasonable discretion, (i) a collateral audit and all applicable Vessel Appraisals and (ii) all UCC and other search results necessary to confirm the ABL Administrative Agent’s first priority lien on all ABL Collateral of such Borrowing Base Guarantor, subject to certain permitted liens and exceptions to be set forth in the credit agreement for the ABL Facility. The Borrowing Base Guarantors shall be mutually agreed by the Borrower and the ABL Administrative Agent.
Borrowing Base Guarantor means the guarantor under a Borrowing Base Guaranty.
Borrowing Base Guarantor means each Credit Party which is a Subsidiary of the Borrower and which owns a Borrowing Base Asset, together with each Subsidiary of the Borrower subsequently created or acquired which becomes a Borrowing Base Guarantor pursuant to Section 6.14(a) hereof. “Business” or “Businesses” means, at any time, a collective reference to the businesses operated by the respective Consolidated Parties, as applicable, at such time. “Business Day” means any day other than a Saturday, Sunday or other day on which commercial banks are authorized to close under the Laws of, or are in fact closed in, in the State of New York or the state where the Administrative Agent’s Office is located and, if such day relates to any Eurodollar Loan, means any such day that is also a London Banking Day. “Capital Lease” means a lease that would be capitalized on a balance sheet of the lessee prepared in accordance with GAAP. “Capital Stock” means (a) in the case of a corporation, capital stock (including preferred capital stock), (b) in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of capital stock, (c) in the case of a partnership, partnership interests (whether general or limited), (d) in the case of a limited liability company, membership interests and (e) any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person. “Cash Collateral” means cash or deposit account balances pursuant to documentation in form and substance reasonably satisfactory to the Administrative Agent and the L/C Issuer pledged and deposited with or delivered to the Administrative Agent, for the benefit of the L/C Issuer and the Lenders, as collateral for the L/C Obligations.
Borrowing Base Guarantor means any Wholly-Owned Subsidiary of NewPageCo which may hereafter be approved by Administrative Agent and Collateral Agent in its Permitted Discretion and which (a) is organized in a State within the United States, (b) is currently able to prepare all collateral reports in a comparable manner to NewPageCo’s reporting procedures and (c) has executed and delivered to Collateral Agent such joinder agreements to guarantees, contribution and set-off agreements and other Collateral Documents as Collateral Agent has reasonably requested so long as Collateral Agent has received and approved, in its reasonable discretion, (i) a collateral audit and Inventory Appraisal conducted by an independent appraisal firm reasonably acceptable to Collateral Agent and (ii) all UCC search results necessary to confirm Collateral Agent’s first priority Lien on all of such Borrowing Base Guarantor’s personal Property, subject to Permitted Liens. As of the Closing Date, the Borrowing Base Guarantors shall be (after giving effect to the contemplated name changes reflected in the Perfection Certificate) Chillicothe Paper, Inc., Escanaba Paper Company, Luke Paper Company, Rumford Paper Company, and Wickliffe Paper Company.
Borrowing Base Guarantor means (a) as of the Amendment No. 4 Effective Date, none of the Loan Guarantors and (b) thereafter, any Loan Guarantor that is not a Borrower that (i) delivers a Borrowing Base Guarantor designation notice to the Administrative Agent in accordance with Section 5.13(f), (ii) is organized under the laws of any State of the United States or the District of Columbia, Canada, or England and Wales, (iii) is able to prepare all collateral reports in a comparable manner to the Company’s reporting procedures or otherwise in a manner reasonably acceptable to the Administrative Agent and (iv) has executed and delivered to the Administrative Agent such Loan Documents as the Administrative Agent has reasonably requested (all of which shall be in form and substance reasonably acceptable to, and provide a level of security acceptable to, the Administrative Agent in its Permitted Discretion), so long as the Administrative Agent has received and approved, in its Permitted Discretion, (A) a field examination and appraisal conducted by an appraiser selected and engaged by the Administrative Agent and prepared on a basis satisfactory to the Administrative Agent and each Collateral Agent, in each case at the Borrowers’ sole cost and expense (one such appraisal and one such field examination for each such set of assets shall be excluded from the limitation on such appraisals and field examinations at the expense of the Borrowers as provided in Section 5.11); provided that, solely in the case of Inventory located in the United States and Accounts, in each case owned by a Borrowing Base Guarantor organized under applicable laws of the United States, any state thereof or the District of Columbia, the Administrative Agent and the Collateral Agents may, in their Permitted Discretion, determine to include the Eligible Accounts and Eligible Inventory of such Person in the Borrowing Base prior to the Administrative Agent’s receipt of such appraisal and field examination to the extent permitted in accordance with the second proviso to the definition of Borrowing Base, (B) all UCC or other search results reasonably requested by the Administrative Agent that are necessary to confirm the Administrative Collateral Agent’s Lien on all of such Borrowing Base Guarantor’s personal property, and (C) such certificates and other documentation as the Administrative Agent may reasonably request.
Borrowing Base Guarantor means any Wholly-Owned Subsidiary of NewPageCo which may hereafter be approved by Administrative Agent and Collateral Agent in its Permitted Discretion and which (a) is organized in a State within the United States (other than Stora Enso Port Hawkesbury Limited), (b) is currently able to prepare all collateral reports in a comparable manner to NewPageCo’s reporting procedures and (c) has executed and delivered to Collateral Agent such joinder agreements to guarantees, contribution and set-off agreements and other Collateral Documents as Collateral Agent has reasonably requested so long as Collateral Agent has received and approved, in its reasonable discretion, (i) a collateral audit and Inventory Appraisal conducted by an independent appraisal firm reasonably acceptable to Collateral Agent and (ii) all UCC search results necessary to confirm Collateral Agent’s first priority Lien on all of such Borrowing Base Guarantor’s personal Property, subject to Permitted Liens. As of the Closing Date, the Borrowing Base Guarantors shall be (after giving effect to the contemplated name changes reflected in the Perfection Certificate) Chillicothe Paper, Inc., Escanaba Paper Company, Luke Paper Company, Rumford Paper Company, Wickliffe Paper Company LLC, Stora Enso North America Inc., Stora Enso North America Corp., Stora Enso North America Canadian Sales LLC and Stora Enso Port Hawkesbury Limited.