Co-Borrower Arrangements Clause Samples

Co-Borrower Arrangements. Section 11.01 Addition of Co-Borrowers. From time to time on or after the Amendment No. 3 Effective Date, the Borrower may, upon ten (10) Business Days’ prior notice to the applicable Administrative Agent, designate one or more Restricted Subsidiaries that are Wholly Owned Subsidiaries as a “Co-Borrower” with respect to any designated tranche of Term Loans and/or Revolving Credit Loans; provided that such Restricted Subsidiary designated on or after the Amendment No. 3 Effective Date shall not become a Co-Borrower hereunder unless and until each of the following has occurred or is satisfied, as applicable: (a) the applicable Administrative Agent, the Collateral Agent and the Lenders shall have received a Beneficial Ownership Certification and all other documentation and other information about such Co-Borrower as has been reasonably requested in writing by the applicable Administrative Agent, the Collateral Agent and such Lenders that they reasonably determine is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the PATRIOT Act and Beneficial Ownership Regulation; (b) such Co-Borrower shall (i) be organized in the United States (or any State thereof or the District of Columbia), and (ii) be treated as a corporation for U.S. federal income tax purposes and (iii) not, by its designation as a Co-Borrower, cause an adverse tax consequence for the Lenders in the aggregate (as compared to the position of the Lenders in the aggregate before the designation of such Co-Borrower); (c) no Default or Event of Default shall exist, or would result from such proposed Restricted Subsidiary being designated as a Co-Borrower; (d) the representations and warranties of each Borrower and each other Loan Party contained in Article V or any other Loan Document shall be true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality) on and as of the date of designation of any Co-Borrower, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality); (e) such Co-Borrower shall have delivered to the applicable Administrative Agent duly authorized and executed documentation joining such Co-Borrower to this ...