Common use of Addition of Borrowing Subsidiaries Clause in Contracts

Addition of Borrowing Subsidiaries. The Company may at any time and from time to time designate any Subsidiary as a Borrowing Subsidiary by delivery to the Administrative Agent of a Borrowing Subsidiary Agreement executed by such Subsidiary and the Company for countersignature by the Administrative Agent. As soon as practicable upon receipt thereof, the Administrative Agent shall post a copy of such Borrowing Subsidiary Agreement for review by the Lenders. Each Borrowing Subsidiary Agreement shall be countersigned by the Administrative Agent and shall become effective on the date 15 Business Days after it has been posted by the Administrative Agent (but in no event before the second Business Day after the receipt by any Lender of any information reasonably requested by it not later than the third Business Day after the posting date of such Borrowing Subsidiary Agreement under the USA Patriot Act or other “know-your-customer” laws), unless prior thereto the Administrative Agent shall have received written notice from any Lender (a) that it is unlawful under Federal or applicable state or foreign law for such Lender to make Loans or otherwise extend credit to or do business with such Subsidiary as provided herein or (b) solely with respect to such Subsidiaries that are organized under the laws of a jurisdiction outside of the United States of America, that such Lender is restricted by operational or administrative procedures or other applicable internal policies from extending credit under this Agreement to Persons in the jurisdiction in which such Subsidiary is located (a “Notice of Objection”), in which case such Borrowing Subsidiary Agreement shall not be countersigned or become effective until such time as such Lender withdraws such Notice of Objection or ceases to be a Lender hereunder. Upon the effectiveness of a Borrowing Subsidiary Agreement as provided in the preceding sentence, the applicable Subsidiary shall for all purposes of this Agreement be a Borrowing Subsidiary and a party to this Agreement. In the event that a Lender submits a Notice of Objection, the Company shall have the right, upon notice to such Lender and the Administrative Agent, to require such Lender to transfer and assign without recourse (in accordance with and subject to the restrictions contained in Section 9.04) all interests, rights and obligations contained hereunder to another financial institution which shall assume such obligations; provided that (i) no such assignment shall conflict with any law, rule or regulation or order of any Governmental Authority and (ii) the assignee or the applicable Borrowers, as the case may be, shall pay to the affected Lender in immediately available funds on the date of such assignment the principal of and interest accrued to the date of payment on the Loans made, and participations in LC Disbursements acquired, by it hereunder and all other amounts accrued for its account or owed to it hereunder. For the avoidance of doubt, the obligations of any Borrowing Subsidiary (i) shall be several in nature, and each Borrowing Subsidiary shall be liable solely for the obligations directly incurred by it as a Borrower Subsidiary hereunder, and (ii) shall be guaranteed by the Company pursuant to Article VII of this Agreement.

Addition of Borrowing Subsidiaries. The Company may at any time and from time to time designate any Subsidiary as a Borrowing Subsidiary Within two Business Days after the receipt by delivery to the Administrative Agent of a Borrowing Subsidiary Agreement executed by such a Subsidiary and the Company for countersignature by the Administrative Agent. As soon as practicable upon receipt thereofCompany, the Administrative Agent shall post deliver to each Lender a copy notice of such request to become a Borrowing Subsidiary under this Agreement. If the designation of such Borrowing Subsidiary Agreement for review by obligates the Lenders. Each Administrative Agent or a Lender to comply with “know your customer” or similar identification procedures in circumstances where the necessary information is not already available to it, the Administrative Agent or such Lender shall deliver to the Company, within four Business Days after the receipt of such Borrowing Subsidiary Agreement shall be countersigned Agreement, a request to that effect, and the Company shall, promptly upon receipt of such request, supply such documentation and other evidence as is reasonably requested by the Administrative Agent or such Lender in order for the Administrative Agent or such Lender to carry out and shall become effective on comply with the date 15 Business Days after it has been posted requirements of the USA PATRIOT Act or any other applicable laws and regulations, and, unless the results of such inquiry conflict with the requirements of such laws and regulations, or if no such request by the Administrative Agent (but in no event before the second Business Day after the receipt by or any Lender of any information reasonably requested by it not later than is made within the third Business Day after the posting date of time period set forth above, such Borrowing Subsidiary Agreement under shall become a party hereto and a Borrower hereunder with the USA Patriot Act or other “know-your-customer” laws)same effect as if it had been an original party to this Agreement. Notwithstanding the foregoing, unless prior thereto the Administrative Agent no Subsidiary shall have received written notice from any Lender (a) that become a Borrower Subsidiary if it is shall be unlawful under Federal or applicable state or foreign law for such Subsidiary to become a Borrower hereunder or for any Lender to make Loans or otherwise extend credit to or do business with such Subsidiary as provided herein or (b) solely with respect for any Issuing Bank to such Subsidiaries that are organized under issue Letters of Credit for the laws of a jurisdiction outside of the United States of America, that such Lender is restricted by operational or administrative procedures or other applicable internal policies from extending credit under this Agreement to Persons in the jurisdiction in which such Subsidiary is located (a “Notice of Objection”), in which case such Borrowing Subsidiary Agreement shall not be countersigned or become effective until such time as such Lender withdraws such Notice of Objection or ceases to be a Lender hereunder. Upon the effectiveness of a Borrowing Subsidiary Agreement as provided in the preceding sentence, the applicable Subsidiary shall for all purposes of this Agreement be a Borrowing Subsidiary and a party to this Agreement. In the event that a Lender submits a Notice of Objection, the Company shall have the right, upon notice to such Lender and the Administrative Agent, to require such Lender to transfer and assign without recourse (in accordance with and subject to the restrictions contained in Section 9.04) all interests, rights and obligations contained hereunder to another financial institution which shall assume such obligations; provided that (i) no such assignment shall conflict with any law, rule or regulation or order of any Governmental Authority and (ii) the assignee or the applicable Borrowers, as the case may be, shall pay to the affected Lender in immediately available funds on the date account of such assignment the principal of and interest accrued to the date of payment on the Loans made, and participations in LC Disbursements acquired, by it hereunder and all other amounts accrued for its account or owed to it hereunder. For the avoidance of doubt, the obligations of any Borrowing Subsidiary (i) shall be several in nature, and each Borrowing Subsidiary shall be liable solely for the obligations directly incurred by it as a Borrower Subsidiary hereunder, and (ii) shall be guaranteed by the Company pursuant to Article VII of this AgreementSubsidiary.

Addition of Borrowing Subsidiaries. The Company may at any time and from time to time designate any Subsidiary as a Borrowing Subsidiary by delivery to the Administrative Agent of a Borrowing Subsidiary Agreement executed by such Subsidiary and the Company for countersignature by the Administrative Agent. As soon as practicable upon receipt thereof, the Administrative Agent shall post a copy of such Borrowing Subsidiary Agreement for review by the Lenders. Each Borrowing Subsidiary Agreement shall be countersigned by the Administrative Agent and shall become effective on the date 15 Business Days after it has been posted by the Administrative Agent (but in no event before the second Business Day after the receipt by any Lender of any information reasonably requested by it not later than the third Business Day after the posting date of such Borrowing Subsidiary Agreement under the USA Patriot Act or other “know-your-customer” laws), unless prior thereto the Administrative Agent shall have received written notice from any Lender (a) that it is unlawful under Federal or applicable state or foreign law for such Lender to make Loans or otherwise extend credit to or do business with such Subsidiary as provided herein or (b) solely with respect to such Subsidiaries that are organized under the laws of a jurisdiction outside of the United States of America, that such Lender is restricted by operational or administrative procedures or other applicable internal policies from extending credit under this Agreement to Persons in the jurisdiction in which such Subsidiary is located (a “Notice of Objection”), in which case such Borrowing Subsidiary Agreement shall not be countersigned or become effective until such time as such Lender withdraws such Notice of Objection or ceases to be a Lender hereunder. Upon the effectiveness of a Borrowing Subsidiary Agreement as provided in the preceding sentence, the applicable Subsidiary shall for all purposes of this Agreement be a Borrowing Subsidiary and a party to this Agreement. In the event that a Lender submits a Notice of Objection, the Company shall have the right, upon notice to such Lender and the Administrative Agent, to require such Lender to transfer and assign without recourse (in accordance with and subject to the restrictions contained in Section 9.04) all interests, rights and obligations contained hereunder to another financial institution which shall assume such obligations; provided that (i) no such assignment shall conflict with any law, rule or regulation or order of any Governmental Authority and (ii) the assignee or the applicable Borrowers, as the case may be, shall pay to the affected Lender in immediately available funds on the date of such assignment the principal of and interest accrued to the date of payment on the Loans made, and participations in LC Disbursements acquired, by it hereunder and all other amounts accrued for its account or owed to it hereunder. For the avoidance of doubt, the obligations of any Borrowing Subsidiary (i) shall be several in nature, and each Borrowing Subsidiary shall be liable solely for the obligations directly incurred by it as a Borrower Subsidiary hereunder, and (ii) shall be guaranteed by the Company pursuant to Article VII of this Agreement.. #95460429v5

Addition of Borrowing Subsidiaries. The Company may at any time and from time to time designate any Subsidiary as a Borrowing Subsidiary by delivery to the Administrative Agent of a Borrowing Subsidiary Agreement executed by such Subsidiary and the Company for countersignature by the Administrative Agent. As soon as practicable upon receipt thereof, the Administrative Agent shall post a copy of such Borrowing Subsidiary Agreement for review by the Lenders. Each Borrowing Subsidiary Agreement shall be countersigned by the Administrative Agent and shall become effective on the date 15 Business Days after it has been posted by the Administrative Agent (but in no event before the second fifth Business Day after the receipt by any Lender of any information reasonably requested by it not later than the third Business Day after the posting date of such Borrowing Subsidiary Agreement under the USA Patriot Act or other “know-your-customer” laws), unless prior thereto the Administrative Agent shall have received written notice from any Lender (a) that it is unlawful under Federal or applicable state or foreign law for such Lender to make Loans or otherwise extend credit to or do business with such Subsidiary as provided herein or (b) solely with respect to such Subsidiaries that are organized under the laws of a jurisdiction outside of the United States of America, that such Lender is restricted by operational or administrative procedures or other applicable internal policies from extending credit under this Agreement to Persons in the jurisdiction in which such Subsidiary is located (a “Notice of Objection”), in which case such Borrowing Subsidiary Agreement shall not be countersigned or become effective until such time as such Lender withdraws such Notice of Objection or ceases to be a Lender hereunder. Upon the effectiveness of a Borrowing Subsidiary Agreement as provided in the preceding sentence, the applicable Subsidiary shall for all purposes of this Agreement be a Borrowing Subsidiary and a party to this Agreement. In the event that a Lender submits a Notice of Objection, the Company shall have the right, upon notice to such Lender and the Administrative Agent, to require such Lender to transfer and assign without recourse (in accordance with and subject to the restrictions contained in Section 9.04) all interests, rights and obligations contained hereunder to another financial institution which shall assume such obligations; provided that (i) no such assignment shall conflict with any law, rule or regulation or order of any Governmental Authority and (ii) the assignee or the applicable Borrowers, as the case may be, shall pay to the affected Lender in immediately available funds on the date of such assignment the principal of and interest accrued to the date of payment on the Loans made, and participations in LC Disbursements acquired, by it hereunder and all other amounts accrued for its account or owed to it hereunder. For the avoidance of doubt, the obligations of any Borrowing Subsidiary (i) shall be several in nature, and each Borrowing Subsidiary shall be liable solely for the obligations directly incurred by it as a Borrower Subsidiary hereunder, and (ii) shall be guaranteed by the Company pursuant to Article VII of this Agreement.

Addition of Borrowing Subsidiaries. The Company may at any time and from time to time designate any Subsidiary as a Borrowing Subsidiary by delivery to the Administrative Agent of a Borrowing Subsidiary Agreement executed by such Subsidiary and the Company for countersignature by the Administrative Agent. As soon as practicable upon receipt thereof, the Administrative Agent shall post a copy of such Borrowing Subsidiary Agreement for review by the Lenders. Each Borrowing Subsidiary Agreement shall be countersigned by the Administrative Agent and shall become effective on the date 15 Business Days after it has been posted by the Administrative Agent (but in no event before the second Business Day after the receipt by any Lender of any information reasonably requested by it not later than the third Business Day after the posting date of such Borrowing Subsidiary Agreement under the USA Patriot Act or other “know-your-customer” laws), unless prior thereto the Administrative Agent shall have received written notice from any Lender (a) that it is unlawful under Federal or applicable state or foreign law for such Lender to make Loans or otherwise extend credit to or do business with such Subsidiary as provided herein or (b) solely with respect to such Subsidiaries that are organized under the laws of a jurisdiction outside of the United States of America, that such Lender is restricted by operational or administrative procedures or other applicable internal policies from extending credit under this Agreement to Persons in the jurisdiction in which such Subsidiary is located (a “Notice of Objection”), in which case such Borrowing Subsidiary Agreement shall not be countersigned or become effective until such time as such Lender withdraws such Notice of Objection or ceases to be a Lender hereunder. Upon the effectiveness of a Borrowing Subsidiary Agreement as provided in the preceding sentence, the applicable Subsidiary shall for all purposes of this Agreement be a Borrowing Subsidiary and a party to this Agreement. In the event that a Lender submits a Notice of Objection, the Company shall have the right, upon notice to such Lender and the Administrative Agent, to require such Lender to transfer and assign without recourse (in accordance with and subject to the restrictions contained in Section 9.04) all interests, rights and obligations contained hereunder to another financial institution which shall assume such obligations; provided that (i) no such assignment shall conflict with any law, rule or regulation or order of any Governmental Authority and (ii) the assignee or the applicable Borrowers, as the case may be, shall pay to the affected Lender in immediately available funds on the date of such assignment the principal of and interest accrued to the date of payment on the Loans made, and participations in LC Disbursements acquired, by it hereunder and all other amounts accrued for its account or owed to it hereunder. For the avoidance of doubt, the obligations of any Borrowing Subsidiary (i) shall be several in nature, and each Borrowing Subsidiary shall be liable solely for the obligations directly incurred by it as a Borrower Borrowing Subsidiary hereunder, and (ii) shall be guaranteed by the Company pursuant to Article VII of this Agreement.