Common use of Conditions to Designation of Designated Borrowers Clause in Contracts

Conditions to Designation of Designated Borrowers. The designation of a Designated Borrower pursuant to Section 2.12 [Designated Borrowers] is subject to the condition precedent that the Lead Borrower or such proposed Designated Borrower shall have furnished or caused to be furnished to the Administrative Agent, in each case in form and substance reasonably satisfactory to the Administrative Agent: (i) Copies, certified by the Secretary or Assistant Secretary of such Subsidiary (or if such Subsidiary has not appointed a Secretary or Assistant Secretary, any Authorized Officer of such Subsidiary), of its the board of directors’ (or other equivalent governing body) resolutions (and resolutions of other bodies, if any are deemed necessary by counsel for the Administrative Agent) approving the Designated Borrower Agreement and any other Loan Documents to which such Subsidiary is becoming a party and such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of such Subsidiary; (ii) An incumbency certificate, executed by the Secretary or Assistant Secretary of such Subsidiary (or if such Subsidiary has not appointed a Secretary or Assistant Secretary, any Authorized Officer of such Subsidiary), which shall identify by name and title and bear the signature of the officers of such Subsidiary authorized to request Revolving Credit Loans hereunder and sign the Designated Borrower Agreement and the other Loan Documents to which such Subsidiary is becoming a party, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Lead Borrower or such Subsidiary; (iii) Opinions of counsel to such Subsidiary, in form and substance reasonably satisfactory to the Administrative Agent and its counsel, with respect to the laws of its jurisdiction of organization and such other matters as are reasonably requested by counsel to the Administrative Agent and addressed to the Administrative Agent and the Lenders; (iv) (a) A replacement revolving credit Note in favor of each Lender reflecting the addition of such Subsidiary as an obligor thereunder (and the prior Note issued to such Lender shall be deemed to be terminated), (b) if requested by the Administrative Agent, an amendment or modification to this Agreement providing for additional Canadian specific representations, warranties, covenants and/or other provisions, and (c) any other instruments and documents reasonably requested by the Administrative Agent; and (v) The Administrative Agent and each Lender shall have received all documentation and other information relating to such Designated Borrower reasonably requested by the Administrative Agent or any such Lender prior to the effective date of such Designated Borrower’s Designated Borrower Agreement under applicable “know your customer” and anti-money laundering rules and regulations including, without limitation, the USA Patriot Act, the AML Legislation and, solely to the extent applicable to the Designated Borrower (without any exemption or exception therefrom being applicable to the Designated Borrower), the Beneficial Ownership Regulation.

Conditions to Designation of Designated Borrowers. The designation of a Designated Borrower pursuant to Section 2.12 [Designated Borrowers] 2.18 is subject to the condition precedent that following conditions precedent: (a) the Lead Borrower Borrowing Agent or such proposed Designated Borrower shall have furnished or caused to be furnished to the Administrative Agent, in each case in form and substance reasonably satisfactory to the Administrative Agent: : (i) Copiescopies, certified by the Secretary or Assistant Secretary of such Subsidiary (or if such Subsidiary has not appointed a Secretary or Assistant Secretary, any Authorized Responsible Officer of such Subsidiary), of its the board of directors’ ' (or other equivalent governing body) resolutions (and resolutions of other bodies, if any are deemed necessary by counsel for the Administrative Agent) approving the Designated Borrower Agreement and any other Loan Documents to which such Subsidiary is becoming a party and such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of such Subsidiary; ; (ii) An an incumbency certificate, executed by the Secretary or Assistant Secretary of such Subsidiary (or if such Subsidiary has not appointed a Secretary or Assistant Secretary, any Authorized Responsible Officer of such Subsidiary), which shall identify by name and title and bear the signature of the officers of such Subsidiary authorized to request Committed Revolving Credit Loans and L/C Extensions hereunder and sign the Designated Borrower Agreement and the other Loan Documents to which such Subsidiary is becoming a party, upon which certificate the Administrative Agent Agent, the Lenders and the Lenders L/C Issuers shall be entitled to rely until informed of any change in writing by the Lead Borrower Borrowing Agent or such Subsidiary; ci (iii) Opinions customary opinions of counsel to such Subsidiary, in form and substance reasonably satisfactory to the Administrative Agent and its counsel, with respect to the laws of its jurisdiction of organization and such other matters as are reasonably requested by counsel to the Administrative Agent (including, without limitation, in the case of any Foreign Subsidiary that is to become a Designated Borrower, such customary opinions regarding choice of law, choice of forum, recognition and enforcement of foreign judgments and other customary cross border matters) and addressed to the Administrative Agent Agent, the Lenders party to this Agreement as of the date of the relevant Designated Borrower Agreement and the Lenders; L/C Issuers party to this Agreement as of the date of the relevant Designated Borrower Agreement; (iv) ) (ax) A a replacement revolving credit Revolving Note in favor of each Revolving Lender reflecting the addition of such Subsidiary as an obligor thereunder (and the prior Revolving Note issued to such Revolving Lender shall be deemed to be terminated), (by) if requested by any Revolving Lender as a condition to such Revolving Xxxxxx's consent to approve an Eligible Foreign Jurisdiction or to approve a Foreign Subsidiary as a Designated Borrower or by the Administrative Agent, an amendment or modification to this Agreement providing for any additional Canadian specific representations, warranties, covenants and/or other provisionsprovisions (including, without limitation, with respect to reimbursement or indemnification of Taxes or other expenses) required by any such Revolving Lender or reasonably requested by the Administrative Agent, and (cz) any other instruments and documents reasonably requested by the Administrative Agent; and; (vb) The the Administrative Agent and each Lender shall have received all documentation and other information relating to such Designated Borrower reasonably requested by the Administrative Agent or any such Lender prior to the effective date of such Designated Borrower’s 's Designated Borrower Agreement under applicable “"know your customer” " and anti-money laundering rules and regulations including, without limitation, the USA Patriot PATRIOT Act, and any policy or procedure implemented by the AML Legislation Administrative Agent or such Lender to comply therewith; and, solely (c) with respect to the extent applicable initial Credit Extension made to any Foreign Designated Borrower, the Administrative Agent shall have received originals and/or copies, as applicable, of all filings required to be made and such other evidence as the Administrative Agent may reasonably require establishing that each Revolving Lender, the Swing Line Lender and each L/C Issuer is entitled to receive payments under the Loan Documents without deduction or withholding of any Taxes or with such deductions and withholding of Taxes as may be reasonably acceptable to the Designated Borrower (without any exemption or exception therefrom being applicable to the Designated Borrower), the Beneficial Ownership RegulationAdministrative Agent.

Conditions to Designation of Designated Borrowers. The designation of a Designated Borrower pursuant to Section 2.12 [Designated Borrowers] 2.18 is subject to the condition precedent that following conditions precedent: (a) the Lead Borrower Borrowing Agent or such proposed Designated Borrower shall have furnished or caused to be furnished to the Administrative Agent, in each case in form and substance reasonably satisfactory to the Administrative Agent: : (i) Copiescopies, certified by the Secretary or Assistant Secretary of such Subsidiary (or if such Subsidiary has not appointed a Secretary or Assistant Secretary, any Authorized Responsible Officer of such Subsidiary), of its the board of directors’ (or other equivalent governing body) resolutions (and resolutions of other bodies, if any are deemed necessary by counsel for the Administrative Agent) approving the Designated Borrower Agreement and any other Loan Documents to which such Subsidiary is becoming a party and such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of such Subsidiary; ; (ii) An an incumbency certificate, executed by the Secretary or Assistant Secretary of such Subsidiary (or if such Subsidiary has not appointed a Secretary or Assistant Secretary, any Authorized Responsible Officer of such Subsidiary), which shall identify by name and title and bear the signature of the officers of such Subsidiary authorized to request Committed Revolving Credit Loans and L/C Extensions hereunder and sign the Designated Borrower Agreement and the other Loan Documents to which such Subsidiary is becoming a party, upon which certificate the Administrative Agent Agent, the Lenders and the Lenders L/C Issuers shall be entitled to rely until informed of any change in writing by the Lead Borrower Borrowing Agent or such Subsidiary; ; (iii) Opinions customary opinions of counsel to such Subsidiary, in form and substance reasonably satisfactory to the Administrative Agent and its counsel, with respect to the laws of its jurisdiction of organization and such other matters as are reasonably requested by counsel to the Administrative Agent (including, without limitation, in the case of any Foreign Subsidiary that is to become a Designated Borrower, such customary opinions regarding choice of law, choice of forum, recognition and enforcement of foreign judgments and other customary cross border matters) and addressed to the Administrative Agent Agent, the Lenders party to this Agreement as of the date of the relevant Designated Borrower Agreement and the Lenders; L/C Issuers party to this Agreement as of the date of the relevant Designated Borrower Agreement; (iv) ) (ax) A a replacement revolving credit Revolving Note in favor of each Revolving Lender reflecting the addition of such Subsidiary as an obligor thereunder (and the prior Revolving Note issued to such Revolving Lender shall be deemed to be terminated), (by) if requested by any Revolving Lender as a condition to such Revolving Lender’s consent to approve an Eligible Foreign Jurisdiction or to approve a Foreign Subsidiary as a Designated Borrower or by the Administrative Agent, an amendment or modification to this Agreement providing for any additional Canadian specific representations, warranties, covenants and/or other provisionsprovisions (including, without limitation, with respect to reimbursement or indemnification of Taxes or other expenses) required by any such Revolving Lender or reasonably requested by the Administrative Agent, and (cz) any other instruments and documents reasonably requested by the Administrative Agent; and; (vb) The the Administrative Agent and each Lender shall have received all documentation and other information relating to such Designated Borrower reasonably requested by the Administrative Agent or any such Lender prior to the effective date of such Designated Borrower’s Designated Borrower Agreement under applicable “know your customer” and anti-money laundering rules and regulations including, without limitation, the USA Patriot PATRIOT Act, and any policy or procedure implemented by the AML Legislation Administrative Agent or such Lender to comply therewith; and, solely (c) with respect to the extent applicable initial Credit Extension made to any Foreign Designated Borrower, the Administrative Agent shall have received originals and/or copies, as applicable, of all filings required to be made and such other evidence as the Administrative Agent may reasonably require establishing that each Revolving Lender, the Swing Line Lender and each L/C Issuer is entitled to receive payments under the Loan Documents without deduction or withholding of any Taxes or with such deductions and withholding of Taxes as may be reasonably acceptable to the Designated Borrower (without any exemption or exception therefrom being applicable to the Designated Borrower), the Beneficial Ownership RegulationAdministrative Agent.

Conditions to Designation of Designated Borrowers. The designation of a Designated Borrower pursuant to Section 2.12 2.13 [Designated Borrowers] is subject to the condition precedent that the Lead Borrower Borrowing Agent or such proposed Designated Borrower shall have furnished or caused to be furnished to the Administrative Agent, in each case in form and substance reasonably satisfactory to the Administrative Agent: : (i) Copies, certified by the Secretary or Assistant Secretary of such Subsidiary (or if such Subsidiary has not appointed a Secretary or Assistant Secretary, any Authorized Officer of such Subsidiary), of its the board of directors’ (or other equivalent governing body) resolutions (and resolutions of other bodies, if any are deemed necessary by counsel for the Administrative Agent) approving the Designated Borrower Agreement and any other Loan Documents to which such Subsidiary is becoming a party and such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of such Subsidiary; ; (ii) An incumbency certificate, executed by the Secretary or Assistant Secretary of such Subsidiary (or if such Subsidiary has not appointed a Secretary or Assistant Secretary, any Authorized Officer of such Subsidiary), which shall identify by name and title and bear the signature of the officers of such Subsidiary authorized to request Revolving Credit Loans hereunder and sign the Designated Borrower Agreement and the other Loan Documents to which such Subsidiary is becoming a party, upon which certificate the Administrative Agent and the Lenders Banks shall be entitled to rely until informed of any change in writing by the Lead Borrower Borrowing Agent or such Subsidiary; ; (iii) Opinions Customary opinions of counsel to such Subsidiary, in form and substance reasonably satisfactory to the Administrative Agent and its counsel, with respect to the laws of its jurisdiction of organization and such other matters as are reasonably requested by counsel to the Administrative Agent and addressed to the Administrative Agent and the Lenders; (iv)Banks; (a) A replacement revolving credit Note in favor of each Lender Bank reflecting the addition of such Subsidiary as an obligor thereunder (and the prior Note issued to such Lender Bank shall be deemed to be terminated), (b) if requested by the Administrative Agent, an amendment or modification to this Agreement providing for any additional Canadian specific representations, warranties, covenants and/or other provisionsprovisions reasonably requested by the Administrative Agent, and (c) any other instruments and documents reasonably requested by the Administrative Agent; and; (v) The Administrative Agent and each Lender Bank shall have received all documentation and other information relating to such Designated Borrower reasonably requested by the Administrative Agent or any such Lender Bank prior to the effective date of such Designated Borrower’s Designated Borrower Agreement under applicable “know your customer” and anti-money laundering rules and regulations including, without limitation, the USA Patriot Act, and any policy or procedure implemented by the AML Legislation and, solely Administrative Agent or such Bank to comply therewith; and 219962390 (vi) With respect to the extent applicable initial Loans made to any Foreign Designated Borrower, the Administrative Agent shall have received originals and/or copies, as applicable, of all filings required to be made and such other evidence as the Administrative Agent may reasonably require establishing that each Bank, Swing Line Bank and each Issuing Bank is entitled to receive payments under the Loan Documents without deduction or withholding of any taxes or with such deductions and withholding of taxes as may be reasonably acceptable to the Designated Borrower (without any exemption or exception therefrom being applicable to the Designated Borrower), the Beneficial Ownership RegulationAdministrative Agent.

Conditions to Designation of Designated Borrowers. The designation of a Designated Borrower pursuant to Section 2.12 [Designated Borrowers] is subject to the condition precedent that the Lead Borrower or such proposed Designated Borrower shall have furnished or caused to be furnished to the Administrative Agent, in each case in form and substance reasonably satisfactory to the Administrative Agent: : (i) Copies, certified by the Secretary or Assistant Secretary of such Subsidiary (or if such Subsidiary has not appointed a Secretary or Assistant Secretary, any Authorized Officer of such Subsidiary), of its the board of directors’ (or other equivalent governing body) resolutions (and resolutions of other bodies, if any are deemed necessary by counsel for the Administrative Agent) approving the Designated Borrower Agreement and any other Loan Documents to which such Subsidiary is becoming a party and such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of such Subsidiary; ; (ii) An incumbency certificate, executed by the Secretary or Assistant Secretary of such Subsidiary (or if such Subsidiary has not appointed a Secretary or Assistant Secretary, any Authorized Officer of such Subsidiary), which shall identify by name and title and bear the signature of the officers of such Subsidiary authorized to request Revolving Credit Loans hereunder and sign the Designated Borrower Agreement and the other Loan Documents to which such Subsidiary is becoming a party, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Lead Borrower or such Subsidiary; ; (iii) Opinions of counsel to such Subsidiary, in form and substance reasonably satisfactory to the Administrative Agent and its counsel, with respect to the laws of its jurisdiction of organization and such other matters as are reasonably requested by counsel to the Administrative Agent and addressed to the Administrative Agent and the Lenders; (iv); (a) A replacement revolving credit Note in favor of each Lender reflecting the addition of such Subsidiary as an obligor thereunder (and the prior Note issued to such Lender shall be deemed to be terminated), (b) if requested by the Administrative Agent, an amendment or modification to this Agreement providing for additional Canadian specific representations, warranties, covenants and/or other provisions, and (c) any other instruments and documents reasonably requested by the Administrative Agent; and (v) The Administrative Agent and each Lender shall have received all documentation and other information relating to such Designated Borrower reasonably requested by the Administrative Agent or any such Lender prior to the effective date of such Designated Borrower’s Designated Borrower Agreement under applicable “know your customer” and anti-money laundering rules and regulations including, without limitation, the USA Patriot Act, the AML Legislation and, solely to the extent applicable to the Designated Borrower (without any exemption or exception therefrom being applicable to the Designated Borrower), the Beneficial Ownership Regulation.216004669