Common use of Addition of Borrowers Clause in Contracts

Addition of Borrowers. Any Foreign Subsidiary of the Company may join this Agreement as a Foreign Borrower hereunder upon (i) execution and delivery by the Company, such Foreign Subsidiary and the Administrative Agent of a Joinder Agreement providing for such Foreign Subsidiary to become a Foreign Borrower hereunder, (ii) to the extent requested by any Revolving Credit Lender, execution and delivery by such Foreign Subsidiary to the Administrative Agent of a Revolving Note, appropriately completed in favor of such Revolving Credit Lender, (iii) to the extent required under (and as described more completely in) Section 6.10, execution and delivery by the Company and any applicable Subsidiaries to the Administrative Agent of an amendment or supplement to the Pledge Agreement, together with the certificates evidencing the Capital Stock of such Foreign Subsidiary being pledged thereby and undated stock powers duly executed in blank, and (iv) to the extent not previously delivered pursuant to Section 6.10, delivery to the Administrative Agent of documents and certificates with respect to such Foreign Subsidiary of the type described in Sections 4.1(c) and 4.1(d) and such other documents, certificates and opinions (including opinions of local counsel in the jurisdiction of organization of such Foreign Subsidiary) as the Administrative Agent may reasonably request, all in form and substance reasonably satisfactory to the Administrative Agent. Any such Foreign Subsidiary may be removed and released as a Foreign Borrower upon (y) written notice from the Company to the Administrative Agent to such effect and (z) repayment in full of all outstanding Loans of such Foreign Borrower, together with all accrued and unpaid interest thereon and all other fees, expenses and other Obligations owing by such Foreign Borrower in connection therewith.

Addition of Borrowers. Any Foreign Subsidiary of the Company OCA may join this Agreement as a Foreign Borrower hereunder upon (i) execution and delivery by the CompanyOCA, such Foreign Subsidiary and the Administrative Agent of a Joinder Agreement providing for such Foreign Subsidiary to become a Foreign Borrower hereunder, (ii) to the extent requested by any Revolving Credit Lender, execution and delivery by such Foreign Subsidiary to the Administrative Agent of a Revolving Foreign Currency Note, appropriately completed as set forth in favor of such Revolving Credit LenderSECTION 2.4, (iii) to the extent required under (and as described more completely in) Section 6.10, execution and delivery by the Company OCA and any applicable Subsidiaries to the Administrative Agent of a Pledge Agreement or an amendment or supplement to the OCA Pledge Agreement, together with the certificates evidencing the Capital Stock of such Foreign Subsidiary being pledged thereby and undated stock powers duly executed in blank, all as required by, and as described more completely in, SECTION 6.10, and (iviii) to the extent not previously delivered pursuant to Section SECTION 6.10, delivery to the Administrative Agent of documents and certificates with respect to such Foreign Subsidiary of the type described in Sections 4.1(cSECTIONS 4.1(C) and 4.1(d4.1(D) and such other documents, certificates and opinions (including opinions of local counsel in the jurisdiction of organization of such Foreign Subsidiary) as the Administrative Agent may reasonably request, all in form and substance reasonably satisfactory to the Administrative Agent. Any such Foreign Subsidiary may be removed and released as a Foreign Borrower upon (ya) written notice from the Company OCA to the Administrative Agent to such effect and (zb) repayment in full of all outstanding Loans of such Foreign Borrower, together with all accrued and unpaid interest thereon and all other fees, expenses and other Obligations owing by such Foreign Borrower in connection therewith.

Addition of Borrowers. Any Foreign Subsidiary of the Company Matria may join this Agreement as a Foreign Borrower hereunder upon (i) execution and delivery by the CompanyMatria, such Foreign Subsidiary and the Administrative Agent of a Joinder Agreement providing for such Foreign Subsidiary to become a Foreign Borrower hereunder, (ii) to the extent requested by any Revolving Credit Lender, execution and delivery by such Foreign Subsidiary to the Administrative Agent of (x) a Revolving Foreign Currency Note, appropriately completed as set forth in favor SECTION 2.4, (y) a guaranty of the obligations to the Administrative Agent and the Lenders of any other Foreign Subsidiaries that are Borrowers and that are organized under the laws of the same jurisdiction as such Revolving Foreign Subsidiary, and (z) a joinder to the Security Agreement or a separate security agreement in form and substance satisfactory to the Administrative Agent, pursuant to which such Foreign Subsidiary shall grant to the Administrative Agent a first priority Lien upon and security interest in its accounts receivable, inventory, equipment, general intangibles and other personal property as Collateral for Loans made to such Foreign Subsidiary under the Credit LenderAgreement, all accrued interest thereon and such Foreign Subsidiary's ratable share of all fees, expenses and other amounts due or payable at any time under the Credit Agreement and the other Credit Documents, subject only to Permitted Liens, (iii) to the extent required under (and as described more completely in) Section 6.10, execution and delivery by the Company Matria and any applicable Subsidiaries to the Administrative Agent of a Pledge Agreement or an amendment or supplement to the Matria Pledge Agreement, together with the certificates evidencing the Capital Stock of such Foreign Subsidiary being pledged thereby and undated stock powers duly executed in blank, all as required by, and as described more completely in, SECTION 6.10, and (iviii) to the extent not previously delivered pursuant to Section SECTION 6.10, delivery to the Administrative Agent of documents and certificates with respect to such Foreign Subsidiary of the type described in Sections 4.1(cSECTIONS 4.1(C) and 4.1(d4.1(D) and such other documents, certificates and opinions (including opinions of local counsel in the jurisdiction of organization of such Foreign Subsidiary) as the Administrative Agent may reasonably request, all in form and substance reasonably satisfactory to the Administrative Agent. Any such Foreign Subsidiary may be removed and released as a Foreign Borrower upon (ya) written notice from the Company Matria to the Administrative Agent to such effect and (z) repayment in full of all outstanding Loans of such Foreign Borrower, together with all accrued and unpaid interest thereon and all other fees, expenses and other Obligations owing by such Foreign Borrower in connection therewith.121 129

Addition of Borrowers. Any Foreign Subsidiary of the Company Matria may join this Agreement as a Foreign Borrower hereunder upon (i) execution and delivery by the CompanyMatria, such Foreign Subsidiary and the Administrative Agent of a Joinder Agreement providing for such Foreign Subsidiary to become a Foreign Borrower hereunder, (ii) to the extent requested by any Revolving Credit Lender, execution and delivery by such Foreign Subsidiary to the Administrative Agent of (x) a Revolving Foreign Currency Note, appropriately completed as set forth in favor SECTION 2.4, (y) a guaranty of the obligations to the Administrative Agent and the Lenders of any other Foreign Subsidiaries that are Borrowers and that are organized under the laws of the same jurisdiction as such Revolving Foreign Subsidiary, and (z) a joinder to the Security Agreement or a separate security agreement in form and substance satisfactory to the Administrative Agent, pursuant to which such Foreign Subsidiary shall grant to the Administrative Agent a first priority Lien upon and security interest in its accounts receivable, inventory, equipment, general intangibles and other personal property as Collateral for Loans made to such Foreign Subsidiary under the Credit LenderAgreement, all accrued interest thereon and such Foreign Subsidiary's ratable share of all fees, expenses and other amounts due or payable at any time under the Credit Agreement and the other Credit Documents, subject only to Permitted Liens, (iii) to the extent required under (and as described more completely in) Section 6.10, execution and delivery by the Company Matria and any applicable Subsidiaries to the Administrative Agent of a Pledge Agreement or an amendment or supplement to the Matria Pledge Agreement, together with the certificates evidencing the Capital Stock of such Foreign Subsidiary being pledged thereby and undated stock powers duly executed in blank, all as required by, and as described more completely in, SECTION 6.10, and (iviii) to the extent not previously delivered pursuant to Section SECTION 6.10, delivery to the Administrative Agent of documents and certificates with respect to such Foreign Subsidiary of the type described in Sections 4.1(cSECTIONS 4.1(C) and 4.1(d4.1(D) and such other documents, certificates and opinions (including opinions of local counsel in the jurisdiction of organization of such Foreign Subsidiary) as the Administrative Agent may reasonably request, all in form and substance reasonably satisfactory to the Administrative Agent. Any such Foreign Subsidiary may be removed and released as a Foreign Borrower upon (ya) written notice from the Company Matria to the Administrative Agent to such effect and (zb) repayment in full of all outstanding Loans of such Foreign Borrower, together with all accrued and 109 116 unpaid interest thereon and all other fees, expenses and other Obligations owing by such Foreign Borrower in connection therewith.