Additional Borrowing Subsidiaries. A. The Borrower may designate any of its wholly-owned Restricted Subsidiaries organized under the laws of the United States or any state thereof as a Borrower, on a joint and several basis with each other Borrower hereunder, under the Commitments; provided that the Administrative Agent and the Lenders shall have received, at least five Business Days prior to the date on which such Person is proposed to become a Borrower hereunder, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including to the extent applicable, the USA PATRIOT Act and the Beneficial Ownership Regulation. Upon the receipt by the Administrative Agent of a Borrowing Subsidiary Agreement in substantially the form of Exhibit IX annexed hereto executed by such Subsidiary of the Borrower such Subsidiary shall become a Borrower and a party to this Agreement. A Person shall cease to be a Borrower hereunder at such time as no Loans, fees or any other amounts due in connection therewith pursuant to the terms hereof shall be outstanding by such Person, no Letters of Credit issued for the account of such Person shall be outstanding and such Person and its parent Borrower shall have executed and delivered to the Administrative Agent a Borrowing Subsidiary Termination in substantially the form of Exhibit X annexed hereto. B. Notwithstanding the foregoing, no Person shall be added as a Borrower hereunder pursuant to this Section 10.25 unless (i) on the effective date of such addition, the conditions set forth in Section 4 shall be satisfied and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Responsible Officer of the Borrower and (ii) except as otherwise specified in the applicable Borrowing Subsidiary Agreement, the Administrative Agent shall have received legal opinions, board resolutions and other closing certificates reasonably requested by the Administrative Agent and consistent with those delivered on the Effective Date.
Appears in 1 contract
Additional Borrowing Subsidiaries. A. The Each Co-Borrower may designate any of its wholly-owned Restricted Subsidiaries organized under the laws of the United States States, Canada or any state or province thereof as a Borrower, on a joint and several basis with each other Borrower hereunder, under the Commitments; provided that the Administrative Agent and the Lenders shall have received, at least five Business Days prior to the date on which such Person is proposed to become a Borrower hereunder, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including to the extent applicable, the USA PATRIOT Act and the Beneficial Ownership RegulationProceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada). Upon the receipt by the Administrative Agent of a Borrowing Subsidiary Agreement in substantially the form of Exhibit IX XII annexed hereto executed by such Subsidiary of the a Co-Borrower such Subsidiary shall become a Borrower and a party to this Agreement. A Person shall cease to be a Borrower hereunder at such time as no Loans, fees or any other amounts due in connection therewith pursuant to the terms hereof shall be outstanding by such Person, no Letters of Credit issued for the 155 CREDIT AGREEMENT account of such Person shall be outstanding and such Person and its parent Borrower shall have executed and delivered to the Administrative Agent a Borrowing Subsidiary Termination in substantially the form of Exhibit X XIII annexed hereto.
B. Notwithstanding the foregoing, no Person shall be added as a Borrower hereunder pursuant to this Section 10.25 unless (i) on the effective date of such addition, the conditions set forth in Section 4 shall be satisfied and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Responsible Officer of the applicable potential Borrower or Borrowers and (ii) except as otherwise specified in the applicable Borrowing Subsidiary Agreement, the Administrative Agent shall have received legal opinions, board resolutions and other closing certificates reasonably requested by the Administrative Agent and consistent with those delivered on the Effective Date.
Appears in 1 contract
Additional Borrowing Subsidiaries. A. The Borrower may designate Upon the request by the Parent and approval (not to be unreasonably withheld, conditioned or delayed) by the Administrative Agent, any of its whollyWholly-owned Restricted Subsidiaries organized under the laws Owned Subsidiary of the United States or any state thereof as a BorrowerParent may, on the terms and conditions below, become a joint and several basis with each other Borrower Borrowing Subsidiary hereunder, under the Commitments; provided that the Administrative Agent such proposed Borrowing Subsidiary (each, a “New Borrower”) and the Lenders Parent shall have received, at least five Business Days prior to the date on which such Person is proposed to become a Borrower hereunder, all documentation execute and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including to the extent applicable, the USA PATRIOT Act and the Beneficial Ownership Regulation. Upon the receipt by the Administrative Agent of a Borrowing Subsidiary Agreement in substantially the form of Exhibit IX annexed hereto executed by such Subsidiary of the Borrower such Subsidiary shall become a Borrower and a party to this Agreement. A Person shall cease to be a Borrower hereunder at such time as no Loans, fees or any other amounts due in connection therewith pursuant to the terms hereof shall be outstanding by such Person, no Letters of Credit issued for the account of such Person shall be outstanding and such Person and its parent Borrower shall have executed and delivered deliver to the Administrative Agent a Borrowing Subsidiary Termination in substantially the form Joinder Agreement, together with (a) a secretary’s or Responsible Officer’s certificate of Exhibit X annexed hereto.
B. Notwithstanding the foregoing, no Person shall be added such New Borrower dated as a Borrower hereunder pursuant to this Section 10.25 unless (i) on of the effective date of the Joinder Agreement, certifying (i) the organizational and governing documents of the New Borrower in effect as of such additiondate and attaching, if available, good standing certificates (or their equivalent) of the New Borrower of a recent date, (ii) that attached thereto is a true and complete copy of resolutions duly adopted by the governing body of the New Borrower authorizing the execution and delivery of the Joinder Agreement and the Loan Documents executed in connection therewith, if any, the conditions set forth performance of the Credit Agreement and the other Loan Documents to which it is a party, and that such resolutions have not been modified, rescinded or amended and are in Section 4 shall be satisfied full force and effect, and (iii) as to the incumbency and specimen signature of each officer of the New Borrower executing the Joinder Agreement, and any Loan Document and other documents delivered in connection therewith, (b) opinions of external legal counsel of (x) such New Borrower and (y) the Parent, in each case in each applicable jurisdiction and regarding such corporate authority of such New Borrower and the Parent, respectively, and the enforceability of such Joinder Agreement, the Guaranty, and the other Loan Documents, in form and substance reasonably satisfactory to the Administrative Agent, (c) such other documents, governmental certificates and agreements as the Administrative Agent shall have received a certificate may reasonably request, each in form and substance reasonably acceptable to that effect dated such date and the Administrative Agent, (d) promissory notes, as appropriate, duly executed by a Responsible Officer of the Borrower each New Borrower, and (iie) except as otherwise specified in the applicable Borrowing Subsidiary Agreement, the Administrative Agent shall have received legal opinions, board resolutions and other closing certificates all such information reasonably requested by the Administrative Agent or any Lender, including such information that will allow the Administrative Agent or such Lender to identify such New Borrower in accordance with the PATRIOT Act or comply with any other Legal Requirement. Upon receipt of such a request from the Parent, the Administrative Agent shall promptly notify the Lenders. If, within ten (10) Business Days of delivery of such notice by the Administrative Agent to any Lender and consistent the delivery by the Parent of any information requested by such Lender pursuant to clause (e) of the first sentence in this Section 2.23, any Lender (a “Protesting Lender”) shall determine in good faith and notify the Parent and the Administrative Agent that it may not legally lend to, establish credit for the account of and/or do business with those delivered on such applicant New Borrower, then the Effective DateParent shall, within ten (10) Business Days of delivery of such notice by such Protesting Lender, either (A) notify the Administrative Agent and such Protesting Lender that it shall replace such Protesting Lender pursuant to Section 2.19 (and such applicant New Borrower shall not have the right to borrow or request Loans or Letters of Credit hereunder until such replacement is consummated) or (B) cancel its request to designate such applicant New Borrower as a Borrowing Subsidiary hereunder.
Appears in 1 contract
Additional Borrowing Subsidiaries. A. The Borrower may designate any of its wholly-owned Restricted Subsidiaries organized under the laws of the United States or any state thereof as a Borrower, on a joint and several basis with each other Borrower hereunder, under the Commitments; provided that the Administrative Agent and the Lenders shall have received, at least five Business Days prior to the date on which such Person is proposed to become a Borrower hereunder, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including to the extent applicable, the USA PATRIOT Act and the Beneficial Ownership Regulation. Upon the receipt by the Administrative Agent of a Borrowing Subsidiary Agreement in substantially the form of Exhibit IX annexed hereto executed by such Subsidiary of the Borrower such Subsidiary shall become a Borrower and a party to this Agreement. A Person shall cease to be a Borrower hereunder at such time as no Loans, fees or any other amounts due in connection therewith pursuant to the terms hereof shall be outstanding by such Person, no Letters of Credit issued for the account of such Person shall be outstanding and such Person and its parent Borrower shall have executed and delivered to the Administrative Agent a Borrowing Subsidiary Termination in substantially the form of Exhibit X annexed hereto.
B. Notwithstanding the foregoing, no Person shall be added as a Borrower hereunder pursuant to this Section 10.25 unless (i) on the effective date of such addition, the conditions set forth in Section 4 shall be satisfied and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Responsible Officer of the Borrower and (ii) except as otherwise specified in the applicable Borrowing Subsidiary Agreement, the Administrative Agent shall have received legal opinions, board resolutions and other closing certificates reasonably requested by the Administrative Agent and consistent with those delivered on the Effective Date.. 131 CREDIT AGREEMENT
Appears in 1 contract
Additional Borrowing Subsidiaries. A. The Each Co-Borrower may designate any of its wholly-owned Restricted Subsidiaries organized under the laws of the United States States, Canada or any state or province thereof as a Borrower, on a joint and several basis with each other Borrower hereunder, under the Commitments; provided that the Administrative Agent and the Lenders shall have received, at least five Business Days prior to the date on which such Person is proposed to become a Borrower hereunder, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including to the extent applicable, the USA PATRIOT Act and the Beneficial Ownership RegulationProceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada). Upon the receipt by the Administrative Agent of a Borrowing Subsidiary Agreement in substantially the form of Exhibit IX XII annexed hereto executed by such Subsidiary of the a Co-Borrower such Subsidiary shall become a Borrower and a party to this Agreement. A Person shall cease to be a Borrower hereunder at such time as no Loans, fees or any other amounts due in connection therewith pursuant to the terms hereof shall be outstanding by such Person, no Letters of Credit issued for the account of such Person shall be outstanding and such Person and its parent Borrower shall have executed and delivered to the Administrative Agent a Borrowing Subsidiary Termination in substantially the form of Exhibit X XIII annexed hereto.
B. Notwithstanding the foregoing, no Person shall be added as a Borrower hereunder pursuant to this Section 10.25 unless (i) on the effective date of such addition, the conditions set forth in Section 4 shall be satisfied and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Responsible Officer of the applicable potential Borrower or Borrowers and (ii) except as otherwise specified in the applicable Borrowing Subsidiary Agreement, the Administrative Agent shall have received legal opinions, board resolutions and other closing certificates reasonably requested by the Administrative Agent and consistent with those delivered on the Effective Date.
Appears in 1 contract
Additional Borrowing Subsidiaries. A. The Each Co-Borrower may designate any of its wholly-owned Restricted Subsidiaries organized under the laws of the United States States, Canada or any state or province thereof as a Borrower, on a joint and several basis with each other Borrower hereunder, under the Commitments; provided that the Administrative Agent and the Lenders shall have received, at least five Business Days prior to the date on which such Person is proposed to become a Borrower hereunder, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including to the extent applicable, the USA PATRIOT Act and the Beneficial Ownership RegulationProceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada). Upon the receipt by the Administrative Agent of a Borrowing Subsidiary Agreement in substantially the form of Exhibit IX annexed hereto executed by such Subsidiary of the a Co-Borrower such Subsidiary shall become a Borrower and a party to this Agreement. A Person shall cease to be a Borrower hereunder at such time as no Loans, fees or any other amounts due in connection therewith pursuant to the terms hereof shall be outstanding by such Person, no Letters of Credit issued for the account of such Person shall be outstanding and such Person and its parent Borrower shall have executed and delivered to the Administrative Agent a Borrowing Subsidiary Termination in substantially the form of Exhibit X annexed hereto.
B. Notwithstanding the foregoing, no Person shall be added as a Borrower hereunder pursuant to this Section 10.25 unless (i) on the effective date of such addition, the conditions set forth in Section 4 shall be satisfied and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Responsible Officer of the applicable potential Borrower or Borrowers and (ii) except as otherwise specified in the applicable Borrowing Subsidiary Agreement, the Administrative Agent shall have received legal opinions, board resolutions and other closing certificates reasonably requested by the Administrative Agent and consistent with those delivered on the Restatement Effective Date.
Appears in 1 contract
