Example ContractsClausesConsent of Loan Guarantor
Consent of Loan Guarantor
Consent of Loan Guarantor contract clause examples
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other than in connection with a merger, liquidation, dissolution or sale of such Person expressly permitted by the terms hereof or the other Loan Documents, release any Borrower or any Guarantor from any obligation for the payment of money or consent to the assignment or transfer by any Borrower or any Guarantor of any of its rights or duties under this Agreement or the other Loan Documents,

Release of Immaterial Subsidiary as Guarantor. The Borrower may send a written notice to the Administrative Agent, in substantially the form attached hereto as [Exhibit I], from time to time to remove an Immaterial Subsidiary as a Guarantor if both before and giving effect to such removal no Additional Guarantor Trigger Event shall exist and, upon receipt of such written notice by the Administrative Agent, the Immaterial Subsidiary specified in such written notice shall be released from all of its obligations as a Guarantor; provided that # immediately before and after such release, no Default or Event of Default shall have occurred and be continuing and # all outstanding Investments made by the Borrower and its Subsidiaries in such Immaterial Subsidiary as of such date of release shall be deemed to have been made under [Section 9.2(c)(iv)].

To the extent that any Loan Guarantor shall make a payment under this Loan Guaranty (a “Guarantor Payment”) which, taking into account all other Guarantor Payments then previously or concurrently made by any other Loan Guarantor, exceeds the amount which otherwise would have been paid by or attributable to such Loan Guarantor if each Loan Guarantor had paid the aggregate Guaranteed Obligations satisfied by such Guarantor Payment in the same proportion as such Loan Guarantor’s “Allocable Amount” (as defined below) (as determined immediately prior to such Guarantor Payment) bore to the aggregate Allocable Amounts of each of the Loan Guarantors as determined immediately prior to the making of such Guarantor Payment, then, following Payment in Full, such Loan Guarantor shall be entitled to receive contribution and indemnification payments from, and be reimbursed by, each other Loan Guarantor for the amount of such excess, pro rata based upon their respective Allocable Amounts in effect immediately prior to such Guarantor Payment.

Loan Documents. Any Loan Documents contemplated to be executed by the Borrowers and the Guarantors and delivered to the Agent or Lenders on the Closing Date shall be executed and delivered by such Person, including a consent and reaffirmation from Guarantors, and secretary’s and member’s certificates, as applicable.

Loan Documents. The validity or enforceability of any Loan Document shall at any time for any reason (other than solely as the result of an action or failure to act on the part of Agent) be declared to be null and void, or a proceeding shall be commenced by Parent or any of its Restricted Subsidiaries, or by any Governmental Authority having jurisdiction over Parent or any of its Restricted Subsidiaries, seeking to establish the invalidity or unenforceability thereof, or Parent or any of its Restricted Subsidiaries shall deny that Parent or any such Restricted Subsidiaries have any liability or obligation purported to be created under any Loan Document;

Loan Document. This Amendment is a Loan Document and all references to a “Loan Document” in the Credit Agreement and the other Loan Documents shall be deemed to include this Amendment.

Margin Loan. Concurrently with the execution and delivery of this Agreement, each of WRP Investco L.P., the current borrower under the Margin Loan Agreement, and WRP Investco II L.P. is entering into a margin loan agreement, each substantially on the same terms as the Margin Loan Agreement (the “2021 Margin Loan Agreements”). Each of the Parties agrees that for all purposes under the LLC Agreement and this Agreement, the term “Margin Loan Agreement” shall be deemed to mean the “2021 Margin Loan Agreements”. Each Borrower (as defined in the applicable 2021 Margin Loan Agreement) shall use its commercially reasonable efforts to cause each of the conditions precedent relating to a Funding Date (as defined in the applicable 2021 Margin Loan Agreement) that are within its control to be satisfied no later than November 19, 2021, including the delivery, no later than November 17, 2021, of a duly executed Borrowing Notice (as defined in the applicable 2021 Margin Loan Agreement) specifying a date on or before November 19, 2021 as the Funding Date, and the timely delivery of any other notices, opinions or other deliverables and the taking of any other actions required in connection with the making of any Advances (as defined in the applicable 2021 Margin Loan Agreement) pursuant to the terms of the 2021 Margin Loan Agreements and any Margin Loan Documentation (as defined in the applicable 2021 Margin Loan Agreement), such that a Funding Date shall occur under each of the 2021 Margin Loan Agreements no later than November 19, 2021, and each such Borrower shall take all actions reasonably necessary to cause the applicable 2021 Margin Loan Agreement to be drawn upon by such Borrower if available as soon as reasonably practicable on or before the Early Call Option Closing Date in an amount equal to the Maximum Aggregate Commitment Amount (as defined in the applicable 2021 Margin Loan Agreement) to provide sufficient cash to the Class B Member to repay all outstanding Indebtedness under the Credit Agreement on the Early Call Option Closing Date, and to pay all Swap Breakage Costs as of the Early Call Option Closing Date (less amounts required to be paid to the Class B Member constituting amounts owed by the counterparty as of the Early Call Option Closing Date under any such swap, cap, forward, future or other derivative transaction as termination payments and unpaid amounts under any such swap, cap, forward, future or other derivative transaction).

Incremental Loan. At any time on or after the Incremental Effective Date, but before the first anniversary of the Closing Date (on one occasion), the Borrower may, by prior written notice to the Agent in the form of a Borrowing Notice, request an additional Loan (the “Incremental Loan”) in an aggregate amount of principal and commitment not to exceed €300,000,000 (the “Incremental Commitment”). Such Borrowing Notice shall # set forth the amount of the Incremental Loan and the initial Interest Period therefor and # set forth the date on which such Incremental Loan is requested to become effective (which shall be not less than three Business Days nor more than sixty days after the date of such Incremental Loan notice (or such longer or shorter periods as the Agent shall agree in its sole discretion)).

Loan Documents. The Administrative Agent (or its counsel) and each Lender shall have received reasonably satisfactory evidence that the Contribution Agreement and Master Participation Agreement have been executed as of the Effective Date and is in full force and effect.

Loan Documentation. Administrative Agent shall have received all of the following, each dated (unless otherwise indicated or otherwise specified by Administrative Agent) the Closing Date, in form and substance satisfactory to Administrative Agent:

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