Common use of Additional Foreign Borrowers Clause in Contracts

Additional Foreign Borrowers. The Borrower Representative may request that any of its Foreign Subsidiaries (each, an “Applicant Foreign Borrower”) be designated a Foreign Borrower under the Aggregate Revolving Committed Amount by delivery of a written request to the Administrative Agent therefor. The Administrative Agent will promptly notify the Revolving Banks of any such request. Designation of any Applicant Foreign Borrower as a Foreign Borrower under the Aggregate Revolving Committed Amount is subject to (i) delivery of an executed Note by such Applicant Foreign Borrower as may be requested by any Revolving Bank in connection therewith, (ii) delivery of supporting resolutions, articles of incorporation and bylaws (or their equivalents), incumbency certificates, opinions of counsel and such other items as the Administrative Agent or the Revolving Banks, as applicable, may request (including all documentation and other information requested in order to comply with applicable law, including without limitation “know your customer” due diligence), (iii) delivery of an executed Foreign Borrower Joinder Agreement, (iv) consent from each Revolving Bank and (v) execution of an amendment to this Credit Agreement to incorporate country specific and other items reasonably necessary to include such Applicant Foreign Borrower, such amendment to be reasonably acceptable to the Administrative Agent, the Revolving Banks and the Borrowers. Each Revolving Bank shall, by notice to the Administrative Agent given not later than the date that is fifteen (15) Business Days from the date which such Revolving Bank received notice from the Administrative Agent of the Borrower Representative’s request to designate an Applicant Foreign Borrower as a Foreign Borrower, advise the Administrative Agent whether or not such Revolving Bank consents to such designation pursuant to Section 2.12(a)(iv). Any Revolving Bank that determines not to consent to the designation of such Applicant Foreign Borrower as a Foreign Borrower shall notify the Administrative Agent of such fact promptly after such determination and any Revolving Bank not responding within such fifteen (15)-Business Day period shall be deemed to have determined not to so consent.

Additional Foreign Borrowers. (a) The US Borrower Representative may request that any of its Foreign Subsidiaries Subsidiary which is also an Authorized Foreign Entity (each, an “"Applicant Foreign Borrower”") be designated a Foreign Borrower under the Aggregate Revolving Committed Amount Foreign Borrower Sublimit by delivery of a written request to the Administrative Agent therefor. The Administrative Agent will promptly notify the Revolving Banks of any such request. Designation of any Applicant Foreign Borrower as a Foreign Borrower under the Aggregate Revolving Committed Amount Foreign Borrower Sublimit is subject to (i) for any such request made following the First Amendment Closing Date, within thirty (30) days of receipt of notice of the request to join the applicable Applicant Foreign Borrower, no Bank shall have provided notice to the Agent and the US Borrower that such Bank does not meet all necessary regulatory and licensing requirements and is not otherwise legally permitted to make loans in the jurisdiction in which such Applicant Foreign Borrower is organized (it being understood that if a Bank has not so notified the Agent and the US Borrower, in each case, within such thirty (30) day period, such Bank shall be deemed to have confirmed that it has met all such regulatory and licensing requirements and is legally permitted to make loans in such applicable jurisdiction), (ii) delivery of an executed Note Notes by such Applicant Foreign Borrower as may be requested by any Revolving Bank in connection therewith, (iiiii) delivery of supporting resolutions, articles of incorporation and bylaws (or their jurisdictional equivalents), incumbency certificates, opinions of counsel and such other items as the Administrative Agent or the Revolving Banks, as applicable, Banks may reasonably request (including including, without limitation, all documentation and other information requested necessary to evidence, in order form and substance reasonably satisfactory to comply the Agent and the Banks, compliance with applicable lawLaw (including, including without limitation “limitation, all applicable anti-corruption, anti-terrorism, beneficial ownership and other "know your customer” due diligence" regulatory requirements)), (iiiiv) delivery of an executed Foreign Borrower Joinder Agreement, (iv) consent from each Revolving Bank and (v) execution of an amendment to this Credit Agreement to incorporate country specific lending requirements determined to be reasonably necessary by the Agent, and other items determined to be reasonably necessary by the Agent and Borrower, to include join such Applicant Foreign Borrower, such amendment to be reasonably acceptable to the Administrative Agent, the Revolving Majority Banks and the Borrowerseach Borrower. Each Revolving Bank shall, by notice Notwithstanding any provision to the Administrative Agent given contrary contained herein or in any other of the Loan Documents, (i) no Foreign Borrower shall be liable for any Loan Document Obligations or other Indebtedness under any Loan Document of the US Borrower or any Guarantor (it being understood and agreed that, as to the US Borrower and each Guarantor, all Loan Document Obligations or other Indebtedness under any Loan Document of any Foreign Borrower shall continue to be the joint and several obligations of the US Borrower and each such Guarantor), and all amounts required to be paid by any such Foreign Borrower under this Credit Agreement or any other Loan Document shall be applied only to Loan Document Obligations or other Indebtedness under any Loan Document of such Foreign Borrower and shall not later be applied to any Obligations of the US Borrower, any other Foreign Borrower or any Guarantor and (ii) Loan Document Obligations or other Indebtedness under any Loan Document owed by any Foreign Borrowers shall be several and not joint with the Loan Document Obligations or other Indebtedness under any Loan Document of the US Borrower and the Guarantors. A Foreign Borrower may from time to time, upon not less than the date that is fifteen (15) Business Days from Days' written notice to the date which Agent (or such shorter period as may be agreed to by the Agent), terminate such Foreign Borrower's status as such, provided that there are no outstanding Revolving Bank received notice from the Administrative Agent of the Borrower Representative’s request to designate an Applicant Foreign Borrower as a Credit Loans payable by such Foreign Borrower, advise or other amounts payable by such Foreign Borrower on account of any Revolving Credit Loans made to it, as of the Administrative Agent whether or not such Revolving Bank consents to such designation pursuant to Section 2.12(a)(iv). Any Revolving Bank that determines not to consent to the designation effective date of such Applicant Foreign Borrower as a Foreign Borrower termination. The Agent shall promptly notify the Administrative Agent Banks of any such fact promptly after such determination and any Revolving Bank not responding within such fifteen (15)-Business Day period shall be deemed to have determined not to so consent.termination 270034751 270134563

Additional Foreign Borrowers. The US Borrower Representative may request that any of its Foreign Subsidiaries Subsidiary which is also an Authorized Foreign Entity (each, an “"Applicant Foreign Borrower”") be designated a Foreign Borrower under the Aggregate Revolving Committed Amount Foreign Borrower Sublimit by delivery of a written request to the Administrative Agent therefor. The Administrative Agent will promptly notify the Revolving Banks of any such request. Designation of any Applicant Foreign Borrower as a Foreign Borrower under the Aggregate Revolving Committed Amount Foreign Borrower Sublimit is subject to (i) delivery of an executed Note Notes by such Applicant Foreign Borrower as may be requested by any Revolving Bank in connection therewith, (ii) delivery of supporting resolutions, articles of incorporation and bylaws (or their jurisdictional equivalents), incumbency certificates, opinions of counsel and such other items as the Administrative Agent or the Revolving Banks, as applicable, Banks may reasonably request (including including, without limitation, all documentation and other information requested necessary to evidence, in order form and substance reasonably satisfactory to comply the Agent and the Banks, compliance with applicable lawLaw (including, including without limitation “limitation, all applicable anti-corruption, anti-terrorism, beneficial ownership and other "know your customer” due diligence" regulatory requirements)), (iii) delivery of an executed Foreign Borrower Joinder Agreement, and (iv) consent from each Revolving Bank and (v) execution of an amendment to this Credit Agreement to incorporate country specific lending requirements determined to be reasonably necessary by the Agent, and other items determined to be reasonably necessary by the Agent and Borrower, to include join such Applicant Foreign Borrower, such amendment to be reasonably acceptable to the Administrative Agent, the Revolving Majority Banks and the Borrowerseach Borrower. Each Revolving Bank shall, by notice Notwithstanding any provision to the Administrative Agent given contrary contained herein or in any other of the Loan Documents, (i) no Foreign Borrower shall be liable for any Loan Document Obligations or other Indebtedness under any Loan Document of the US Borrower or any Guarantor (it being understood and agreed that, as to the US Borrower and each Guarantor, all Loan Document Obligations or other Indebtedness under any Loan Document of any Foreign Borrower shall continue to be the joint and several obligations of the US Borrower and each such Guarantor), and all amounts required to be paid by any such Foreign Borrower under this Credit Agreement or any other Loan Document shall be applied only to Loan Document Obligations or other Indebtedness under any Loan Document of such Foreign Borrower and shall not later be applied to any Obligations of the US Borrower, any other Foreign Borrower or any Guarantor and (ii) Loan Document Obligations or other Indebtedness under any Loan Document owed by any Foreign Borrowers shall be several and not joint with the Loan Document Obligations or other Indebtedness under any Loan Document of the US Borrower and the Guarantors. A Foreign Borrower may from time to time, upon not less than the date that is fifteen (15) Business Days from Days' written notice to the date which Agent (or such shorter period as may be agreed to by the Agent), terminate such Foreign Borrower's status as such, provided that there are no outstanding Revolving Bank received notice from the Administrative Agent of the Borrower Representative’s request to designate an Applicant Foreign Borrower as a Credit Loans payable by such Foreign Borrower, advise or other amounts payable by such Foreign Borrower on account of any Revolving Credit Loans made to it, as of the Administrative Agent whether or not such Revolving Bank consents to such designation pursuant to Section 2.12(a)(iv). Any Revolving Bank that determines not to consent to the designation effective date of such Applicant Foreign Borrower as a Foreign Borrower termination. The Agent shall promptly notify the Administrative Agent Banks of any such fact promptly after such determination and any Revolving Bank not responding within such fifteen (15)-Business Day period shall be deemed to have determined not to so consenttermination.

Additional Foreign Borrowers. (a) The US Borrower Representative may request that any of its Foreign Subsidiaries Subsidiary which is also an Authorized Foreign Entity (each, an “"Applicant Foreign Borrower”") be designated a Foreign Borrower under the Aggregate Revolving Committed Amount Foreign Borrower Sublimit by delivery of a written request to the Administrative Agent therefor. The Administrative Agent will promptly notify the Revolving Banks of any such request. Designation of any Applicant Foreign Borrower as a Foreign Borrower under the Aggregate Revolving Committed Amount Foreign Borrower Sublimit is subject to (i) for any such request made following the First Amendment Closing Date, within thirty (30) days of receipt of notice of the request to join the applicable Applicant Foreign Borrower, no Bank shall have provided notice to the Agent and the US Borrower that such Bank does not meet all necessary regulatory and licensing requirements and is not otherwise legally permitted to make loans in the jurisdiction in which such Applicant Foreign Borrower is organized (it being understood that if a Bank has not so notified the Agent and the US Borrower, in each case, within such thirty (30) day period, such Bank shall be deemed to have confirmed that it has met all such regulatory and licensing requirements and is legally permitted to make loans in such applicable jurisdiction), (ii) delivery of an executed Note Notes by such Applicant Foreign Borrower as may be requested by any Revolving Bank in connection therewith, (iiiii) delivery of supporting resolutions, articles of incorporation and bylaws (or their jurisdictional equivalents), incumbency certificates, opinions of counsel and such other items as the Administrative Agent or the Revolving Banks, as applicable, Banks may reasonably request (including including, without limitation, all documentation and other information requested necessary to evidence, in order form and substance reasonably satisfactory to comply the Agent and the Banks, compliance with applicable lawLaw (including, including without limitation “limitation, all applicable anti-corruption, anti-terrorism, beneficial ownership and other "know your customer” due diligence" regulatory requirements)), (iiiiv) delivery of an executed Foreign Borrower Joinder Agreement, (iv) consent from each Revolving Bank and (v) execution of an amendment to this Credit Agreement to incorporate country specific lending requirements determined to be reasonably 270134563 275248976 necessary by the Agent, and other items determined to be reasonably necessary by the Agent and Xxxxxxxx, to include join such Applicant Foreign Borrower, such amendment to be reasonably acceptable to the Administrative Agent, the Revolving Majority Banks and the Borrowerseach Borrower. Each Revolving Bank shall, by notice Notwithstanding any provision to the Administrative Agent given contrary contained herein or in any other of the Loan Documents, (i) no Foreign Borrower shall be liable for any Loan Document Obligations or other Indebtedness under any Loan Document of the US Borrower or any Guarantor (it being understood and agreed that, as to the US Borrower and each Guarantor, all Loan Document Obligations or other Indebtedness under any Loan Document of any Foreign Borrower shall continue to be the joint and several obligations of the US Borrower and each such Guarantor), and all amounts required to be paid by any such Foreign Borrower under this Agreement or any other Loan Document shall be applied only to Loan Document Obligations or other Indebtedness under any Loan Document of such Foreign Borrower and shall not later be applied to any Obligations of the US Borrower, any other Foreign Borrower or any Guarantor and (ii) Loan Document Obligations or other Indebtedness under any Loan Document owed by any Foreign Borrowers shall be several and not joint with the Loan Document Obligations or other Indebtedness under any Loan Document of the US Borrower and the Guarantors. A Foreign Borrower may from time to time, upon not less than the date that is fifteen (15) Business Days from Days' written notice to the date which Agent (or such shorter period as may be agreed to by the Agent), terminate such Foreign Borrower's status as such, provided that there are no outstanding Revolving Bank received notice from the Administrative Agent of the Borrower Representative’s request to designate an Applicant Foreign Borrower as a Credit Loans payable by such Foreign Borrower, advise or other amounts payable by such Foreign Borrower on account of any Revolving Credit Loans made to it, as of the Administrative Agent whether or not such Revolving Bank consents to such designation pursuant to Section 2.12(a)(iv). Any Revolving Bank that determines not to consent to the designation effective date of such Applicant Foreign Borrower as a Foreign Borrower termination. The Agent shall promptly notify the Administrative Agent Banks of any such fact promptly after such determination and any Revolving Bank not responding within such fifteen (15)-Business Day period shall be deemed to have determined not to so consent.termination

Additional Foreign Borrowers. (a) The US Borrower Representative may request that any of its Foreign Subsidiaries Subsidiary which is also an Authorized Foreign Entity (each, an “"Applicant Foreign Borrower”") be designated a Foreign Borrower under the Aggregate Revolving Committed Amount Foreign Borrower Sublimit by delivery of a written request to the Administrative Agent therefor. The Administrative Agent will promptly notify the Revolving Banks of any such request. Designation of any Applicant Foreign Borrower as a Foreign Borrower under the Aggregate Revolving Committed Amount Foreign Borrower Sublimit is subject to (i) for any such request made following the First Amendment Closing Date, within thirty (30) days of receipt of notice of the request to join the applicable Applicant Foreign Borrower, no Bank shall have provided notice to the Agent and the US Borrower that such Bank does not meet all necessary regulatory and licensing requirements and is not otherwise legally permitted to make loans in the jurisdiction in which such Applicant Foreign Borrower is organized (it being understood that if a Bank has not so notified the Agent and the US Borrower, in each case, within such thirty (30) day period, such Bank shall be deemed to have confirmed that it has met all such regulatory and licensing requirements and is legally permitted to make loans in such applicable jurisdiction), (ii) delivery of an executed Note Notes by such Applicant Foreign Borrower as may be requested by any Revolving Bank in connection therewith, (iiiii) delivery of supporting resolutions, articles of incorporation and bylaws (or their jurisdictional equivalents), incumbency certificates, opinions of counsel and such other items as the Administrative Agent or the Revolving Banks, as applicable, Banks may reasonably request (including including, without limitation, all documentation and other information requested necessary to evidence, in order form and substance reasonably satisfactory to comply the Agent and the Banks, compliance with applicable lawLaw (including, including without limitation “limitation, all applicable anti-corruption, anti-terrorism, beneficial ownership and other "know your customer” due diligence" regulatory requirements)), (iiiiv) delivery of an executed Foreign Borrower Joinder Agreement, (iv) consent from each Revolving Bank and (v) execution of an amendment to this Credit Agreement to incorporate country specific lending requirements determined to be reasonably necessary by the Agent, and other items determined to be reasonably necessary by the Agent and Borrower, to include join such Applicant Foreign Borrower, such amendment to be reasonably acceptable to the Administrative Agent, the Revolving Majority Banks and the Borrowerseach Borrower. Each Revolving Bank shall, by notice Notwithstanding any provision to the Administrative Agent given contrary contained herein or in any other of the Loan Documents, (i) no Foreign Borrower shall be liable for any Loan Document Obligations or other Indebtedness under any Loan Document of the US Borrower or any Guarantor (it being understood and agreed that, as to the US Borrower and each Guarantor, all Loan Document Obligations or other Indebtedness under any Loan Document of any Foreign Borrower shall continue to be the joint and several obligations of the US Borrower and each such Guarantor), and all amounts required to be paid by any such Foreign Borrower under this Credit Agreement or any other Loan Document shall be applied only to Loan Document Obligations or other Indebtedness under any Loan Document of such Foreign Borrower and shall not later be applied to any Obligations of the US Borrower, any other Foreign Borrower or any Guarantor and (ii) Loan Document Obligations or other Indebtedness under any Loan Document owed by any Foreign Borrowers shall be several and not joint with the Loan Document Obligations or other Indebtedness under any Loan Document of the US Borrower and the Guarantors. A Foreign Borrower may from time to time, upon not less than the date that is fifteen (15) Business Days from Days' written notice to the date which Agent (or such shorter period as may be agreed to by the Agent), terminate such Foreign Borrower's status as such, provided that there are no outstanding Revolving Bank received notice from the Administrative Agent of the Borrower Representative’s request to designate an Applicant Foreign Borrower as a Credit Loans payable by such Foreign Borrower, advise or other amounts payable by such Foreign Borrower on account of any Revolving Credit Loans made to it, as of the Administrative Agent whether or not such Revolving Bank consents to such designation pursuant to Section 2.12(a)(iv). Any Revolving Bank that determines not to consent to the designation effective date of such Applicant Foreign Borrower as a Foreign Borrower termination. The Agent shall promptly notify the Administrative Agent Banks of any such fact promptly after such determination and any Revolving Bank not responding within such fifteen (15)-Business Day period shall be deemed to have determined not to so consent.termination

Additional Foreign Borrowers. The Borrower Representative Borrowers may request that any of its Foreign Subsidiaries (each, an “Applicant Foreign Borrower”) be designated a Foreign Borrower under the Aggregate Revolving Committed Amount by delivery of a written request to the Administrative Agent therefor. The Administrative Agent will promptly notify the Revolving Banks of any such request. Designation of any Applicant Foreign Borrower as a Foreign Borrower under the Aggregate Revolving Committed Amount is subject to (ia) delivery of an each executed Note by such Applicant Foreign Borrower promissory note as may be requested by any Revolving Bank in connection therewith, (iib) delivery of supporting resolutions, articles of incorporation and bylaws (or their equivalents), incumbency certificates, opinions of counsel and such other items as the Administrative Agent or the Revolving Required Banks, as applicable, may request (including all documentation and other information requested in order to comply with applicable law, including without limitation “know your customer” due diligence)request, (iiic) delivery of an executed Foreign Borrower Joinder Agreement, (ivd) consent from each Revolving Bank and (ve) execution of an amendment to this Credit Agreement to incorporate country specific and other items reasonably necessary to include such the Applicant Foreign Borrower, such amendment Borrower to be reasonably acceptable to the Administrative Agent, the Revolving Banks and the Borrowers. Each Revolving Bank shall, by notice to the Administrative Agent given not later than the date that is fifteen (15) 15 Business Days from the date which such Revolving Bank received notice from the Administrative Agent of the Borrower Representative’s Borrowers’ request to designate an Applicant Foreign Borrower as a Foreign Borrower, advise the Administrative Agent whether or not such Revolving Bank consents to such designation pursuant to clause (d) of this Section 2.12(a)(iv)2.12. Any Revolving Bank that determines not to consent to the designation of such Applicant Foreign Borrower as a Foreign Borrower shall notify the Administrative Agent of such fact promptly after such determination and any Revolving Bank not responding within such fifteen (15)-Business 15-Business Day period shall be deemed to have determined not to so consent.