Common use of Conditions to Initial Borrowings by each Designated Borrower Clause in Contracts

Conditions to Initial Borrowings by each Designated Borrower. The obligation of each Lender to make a Loan on the occasion of any Borrowing to any Designated Borrower is subject to the satisfaction of the following conditions precedent prior to or concurrently with the making of such Loan on the Designated Borrower Closing Date applicable to such Designated Borrower: (a) The Borrower shall have given the Administrative Agent at least 15 Business Days’ prior notice of such Designated Borrower Closing Date with reasonable details with respect thereto. (b) The Administrative Agent shall have received (i) a Joinder Agreement executed and delivered by the Borrower, the applicable Subsidiary and the Administrative Agent, providing for such Subsidiary to become a Designated Borrower, and (ii) a Note executed the Designated Borrower in favor of each Lender requesting a Note at least two Business Days prior to the Designated Borrower Closing Date. (c) The Administrative Agent shall have received (i) a certificate of such Designated Borrower, dated such Designated Borrower Closing Date, substantially in the form of the certificates delivered by the Borrower on the Closing Date pursuant to Section 4.01(iii) and (vi), mutatis mutandis, with appropriate insertions and attachments, including corporate or other applicable resolutions, other corporate or other applicable documents and certificates in respect of such Designated Borrower substantially equivalent to comparable documents delivered on the Closing Date and (ii) such other documents with respect to such Designated Borrower as the Administrative Agent or the Required Lenders shall reasonably request. (d) The Administrative Agent shall have received a legal opinion from counsel to such Designated Borrower in form and substance reasonably satisfactory to the Administrative Agent as to relevant matters covered generally in the opinions previously delivered pursuant to Section 4.01(v) hereof and to such other matters as are customary for initial extensions of credit to a subsidiary borrower similar to the applicable Designated Borrower. (e) After giving effect to any actions taken as contemplated by the immediately following sentence and Section 3.01(a), no Protesting Lender (as defined below) shall be a Lender hereunder and no Notice of Objection (as defined below) shall be outstanding. Any Lender that has determined in good faith that it would be subject in making Loans to such Designated Borrower to any withholding Tax or Other Taxes, any regulatory or legal limitation or restriction applicable thereto or any other material financial disadvantage arising out of or attributable to the location or jurisdiction of organization of such Designated Borrower or the nature of its activities (a “Protesting Lender”) shall so notify the Borrower and the Administrative Agent in writing (such notice, the “Notice of Objection”) prior to the Designated Borrower Closing Date, and with respect to each Protesting Lender that has not withdrawn such Notice of Objection, the Borrower shall, effective on or before the Designated Borrower Closing Date replace such Protesting Lender in accordance with Section 11.13. (f) The Administrative Agent and the Lenders shall have received all documentation and other information reasonably requested by the Lenders or the Administrative Agent under applicable “know your customer”, beneficial ownership and anti-money laundering rules and regulations, including the Patriot Act.

Conditions to Initial Borrowings by each Designated Borrower. The obligation agreement of each Lender to make a Loan on the occasion of any Borrowing Borrowing, and of any Issuing Bank to issue, amend, renew or extend any Letter of Credit, to any Designated Borrower hereunder is subject to the satisfaction of the following conditions precedent satisfaction, prior to or concurrently with the making of such Loan extension of credit on the Designated Borrower Closing Date applicable to such Designated Borrower, of the following conditions precedent: (a) The conditions set forth in Section 4.01 shall have been satisfied prior to or concurrently with the conditions set forth in this Section 4.03 (provided that the conditions set forth in clauses (a)(iii), (iv), (v), (vi) and (vii) of Section 4.01 need only to have been satisfied as of the Closing Date) and the Borrower shall have given the Administrative Agent and to the Lenders at least 15 Business Days’ Days prior notice of such Designated Borrower Closing Date with reasonable details with respect thereto. (b) The Administrative Agent shall have received (i) a Joinder Agreement executed and delivered by the Borrower, the applicable Subsidiary and the Administrative Agent, providing for such Subsidiary to become a Designated Borrower, and (ii) a Note executed the Designated Borrower in favor of each Lender requesting a Note at least two Business Days prior to the Designated Borrower Closing Date. (c) The Administrative Agent shall have received (i) a certificate of such Designated Borrower, dated such Designated Borrower Closing Date, substantially in the form of the certificates delivered by the Borrower on the Closing Date pursuant to Section 4.01(iii) and (vi), mutatis mutandis, with appropriate insertions and attachments, including corporate or other applicable resolutions, other corporate or other applicable documents and certificates in respect of such Designated Borrower substantially equivalent to comparable documents delivered on the Closing Date and (ii) such other documents with respect to such Designated Borrower as the Administrative Agent or the Required Lenders shall reasonably request. (d) The Administrative Agent shall have received a legal opinion from counsel to such Designated Borrower in form and substance reasonably satisfactory to the Administrative Agent as to relevant matters covered generally in the opinions previously delivered pursuant to Section 4.01(v) hereof and to such other matters as are customary for initial extensions of credit to a subsidiary borrower similar to the applicable Designated Borrower. (e) After giving effect to any actions taken as contemplated by the immediately following sentence and Section 3.01(a), (i) payments to any Lender by any such Designated Borrower shall not be subject to any withholding Taxes or Other Taxes and (ii) no Protesting Lender (as defined below) shall be a Lender hereunder and no Notice of Objection (as defined below) shall be outstanding. Any Lender have given notice to the Administrative Agent that it has determined in good faith that it would be subject in making Loans or issuing Letters of Credit to such Designated Borrower to any withholding Tax or Other Taxes, any regulatory or legal limitation or restriction applicable thereto or any other material financial disadvantage (other than as referred to in the preceding clause (i)) arising out of or attributable to the location or jurisdiction of organization of such Designated Borrower or the nature of its activities (a “Protesting Lender”) and have given notice to such effect to the Administrative Agent. The Administrative Agent shall so notify have the right to adjust the provisions of Article II as it may reasonably determine to enable the Lenders that are able to make Loans or issue Letters of Credit to such Designated Borrower without becoming subject to any such withholding Taxes or Other Taxes, such regulatory or any legal restriction or limitation or financial disadvantage, and without causing the Borrower and or any Designated Borrower to incur any such disadvantages of its own (including any such disadvantage in the Administrative Agent form of being required to indemnify Lenders for withholding payments including Taxes) to make Loans or issue Letters of Credit available to such Designated Borrower on a non-pro rata basis with Lenders that are not so able, with such adjustments to be made in writing (such noticea manner that, the “Notice of Objection”) prior to the Designated Borrower Closing Dateextent practicable, and with respect are reasonably equitable to each Protesting Lender that has not withdrawn such Notice of Objection, all the Borrower shall, effective on or before the Designated Borrower Closing Date replace such Protesting Lender in accordance with Section 11.13Lenders. (f) The Administrative Agent and the Lenders shall have received all documentation and other information reasonably requested by the Lenders or the Administrative Agent under applicable “know your customer”, beneficial ownership ” and anti-money laundering rules and regulations, including the Patriot Act.

Conditions to Initial Borrowings by each Designated Borrower. The obligation agreement of each Lender to make a Loan on the occasion of any Borrowing to any Designated Borrower hereunder is subject to the satisfaction of the following conditions precedent satisfaction, prior to or concurrently with the making of such Loan on the Designated Borrower Closing Date applicable to such Designated Borrower, of the following conditions precedent: (a) The conditions set forth in Section 4.01 shall have been satisfied prior to or concurrently with the conditions set forth in this Section 4.03 (provided that the conditions set forth in clauses (a)(iii), (iv), (v), (vi) and (vii) of Section 4.01 need only to have been satisfied as of the Closing Date) and the Borrower shall have given the Administrative Agent and to the Lenders at least 15 Business Days’ Days prior notice of such Designated Borrower Closing Date with reasonable details with respect thereto. (b) The Administrative Agent shall have received (i) a Joinder Agreement executed and delivered by the Borrower, the applicable Subsidiary and the Administrative Agent, providing for such Subsidiary to become a Designated Borrower, and (ii) a Note executed the Designated Borrower in favor of each Lender requesting a Note at least two Business Days prior to the Designated Borrower Closing Date. (c) The Administrative Agent shall have received (i) a certificate of such Designated Borrower, dated such Designated Borrower Closing Date, substantially in the form of the certificates delivered by the Borrower on the Closing Date pursuant to Section 4.01(iii) and (vi), mutatis mutandis, with appropriate insertions and attachments, including corporate or other applicable resolutions, other corporate or other applicable documents and certificates in respect of such Designated Borrower substantially equivalent to comparable documents delivered on the Closing Date and (ii) such other documents with respect to such Designated Borrower as the Administrative Agent or the Required Lenders shall reasonably request. (d) The Administrative Agent shall have received a legal opinion from counsel to such Designated Borrower in form and substance reasonably satisfactory to the Administrative Agent as to relevant matters covered generally in the opinions previously delivered pursuant to Section 4.01(v) hereof and to such other matters as are customary for initial extensions of credit to a subsidiary borrower similar to the applicable Designated Borrower. (e) After giving effect to any actions taken as contemplated by the immediately following sentence and Section 3.01(a), (i) payments to any Lender by any such Designated Borrower shall not be subject to any withholding Taxes or Other Taxes and (ii) no Protesting Lender (as defined below) shall be a Lender hereunder and no Notice of Objection (as defined below) shall be outstanding. Any Lender have given notice to the Administrative Agent that it has determined in good faith that it would be subject in making Loans to such Designated Borrower to any withholding Tax or Other Taxes, any regulatory or legal limitation or restriction applicable thereto or any other material financial disadvantage (other than as referred to in the preceding clause (i)) arising out of or attributable to the location or jurisdiction of organization of such Designated Borrower or the nature of its activities (a “Protesting Lender”) and have given notice to such effect to the Administrative Agent. The Administrative Agent shall so notify have the right to adjust the provisions of Article II as it may reasonably determine to enable the Lenders that are able to make Loans to such Designated Borrower without becoming subject to any such withholding Taxes or Other Taxes, such regulatory or any legal restriction or limitation or financial disadvantage, and without causing the Borrower and or any Designated Borrower to incur any such disadvantages of its own (including any such disadvantage in the Administrative Agent form of being required to indemnify Lenders for withholding payments including Taxes) to make Loans available to such Designated Borrower on a non-pro rata basis with Lenders that are not so able, with such adjustments to be made in writing (such noticea manner that, the “Notice of Objection”) prior to the Designated Borrower Closing Dateextent practicable, and with respect are reasonably equitable to each Protesting Lender that has not withdrawn such Notice of Objection, all the Borrower shall, effective on or before the Designated Borrower Closing Date replace such Protesting Lender in accordance with Section 11.13Lenders. (f) The Administrative Agent and the Lenders shall have received all documentation and other information reasonably requested by the Lenders or the Administrative Agent under applicable “know your customer”, beneficial ownership ” and anti-money laundering rules and regulations, including the Patriot Act.

Conditions to Initial Borrowings by each Designated Borrower. The obligation of each Lender to make a Loan on the occasion of any Borrowing to any Designated Borrower is subject to the satisfaction of the following conditions precedent prior to or concurrently with the making of such Loan on the Designated Borrower Closing Date applicable to such Designated Borrower: (a) The Borrower shall have given the Administrative Agent at least 15 Business Days’ prior notice of such Designated Borrower Closing Date with reasonable details with respect thereto. (b) The Administrative Agent shall have received (i) a Joinder Agreement executed and delivered by the Borrower, the applicable Subsidiary and the Administrative Agent, providing for such Subsidiary to become a Designated Borrower, and (ii) a Note executed the Designated Borrower in favor of each Lender requesting a Note at least two Business Days prior to the Designated Borrower Closing Date. (c) The Administrative Agent shall have received (i) a certificate of such Designated Borrower, dated such Designated Borrower Closing Date, substantially in the form of the certificates delivered by the Borrower on the Closing Date pursuant to Section 4.01(iii) and (vi), mutatis mutandis, with appropriate insertions and attachments, including corporate or other applicable resolutions, other corporate or other applicable documents and certificates in respect of such Designated Borrower substantially equivalent to comparable documents delivered on the Closing Date and (ii) such other documents with respect to such Designated Borrower as the Administrative Agent or the Required Lenders shall reasonably request. (d) The Administrative Agent shall have received a legal opinion from counsel to such Designated Borrower in form and substance reasonably satisfactory to the Administrative Agent as to relevant matters covered generally in the opinions previously delivered pursuant to Section 4.01(v) hereof and to such other matters as are customary for initial extensions of credit to a subsidiary borrower similar to the applicable Designated Borrower. (e) After giving effect to any actions taken as contemplated by the immediately following sentence and Section 3.01(a), no Protesting Lender (as defined below) shall be a Lender hereunder and no Notice of Objection (as defined below) shall be outstanding. Any Lender that has determined in good faith that it would be subject in making Loans to such Designated Borrower to any withholding Tax or Other Taxes, any regulatory or legal limitation or restriction applicable thereto or any other material financial disadvantage arising out of or attributable to the location or jurisdiction of organization of such Designated Borrower or the nature of its activities (a “Protesting Lender”) shall so notify the Borrower and the Administrative Agent in writing (such notice, the “Notice of Objection”) prior to the Designated Borrower Closing Date, and with respect to each Protesting Lender that has not withdrawn such Notice of Objection, the Borrower shall, effective on or before the Designated Borrower Closing Date replace such Protesting Lender in accordance with Section 11.13. (f) The Administrative Agent and the Lenders shall have received all documentation and other information reasonably requested by the Lenders or the Administrative Agent under applicable “know your customer”, beneficial ownership ” and anti-money laundering rules and regulations, including the Patriot Act.

Conditions to Initial Borrowings by each Designated Borrower. The obligation agreement of each Lender to make a Loan on the occasion of any Borrowing to, and of any Issuing Bank to issue, amend, renew or extend any Letter of Credit for the account of, any Designated Borrower hereunder is subject to the satisfaction of the following conditions precedent satisfaction, prior to or concurrently with the making of such Loan extension of credit on the Designated Borrower Closing Date applicable to such Designated Borrower, of the following conditions precedent: (a) The conditions set forth in Section 4.01 shall have been satisfied prior to or concurrently with the conditions set forth in this Section 4.03 (provided that the conditions set forth in clauses (a)(iii), (iv), (v), (vi) and (vii) of Section 4.01 need only to have been satisfied as of the Closing Date) and the Borrower shall have given the Administrative Agent and to the Lenders at least 15 Business Days’ Days prior notice of such Designated Borrower Closing Date with reasonable details with respect theretothereto (including, without limitation, the jurisdiction of organization of such Designated Borrower). (b) The Administrative Agent shall have received (i) a Joinder Agreement executed and delivered by the Borrower, the applicable Subsidiary and the Administrative Agent, providing for such Subsidiary to become a Designated Borrower, and (ii) a Note executed the Designated Borrower in favor of each Lender requesting a Note at least two Business Days prior to the Designated Borrower Closing Date. (c) The Administrative Agent shall have received (i) a certificate of such Designated Borrower, dated such Designated Borrower Closing Date, substantially in the form of the certificates delivered by the Borrower on the Closing Date pursuant to Section 4.01(iii4.01(a)(iii) and (vi), mutatis mutandis, with appropriate insertions and attachments, including corporate or other applicable resolutions, other corporate or other applicable documents and certificates in respect of such Designated Borrower substantially equivalent to comparable documents delivered on the Closing Date and (ii) such other documents with respect to such Designated Borrower as the Administrative Agent or the Required Lenders shall reasonably request. (d) The Administrative Agent shall have received a legal opinion from counsel to such Designated Borrower in form and substance reasonably satisfactory to the Administrative Agent as to relevant matters covered generally in the opinions previously delivered pursuant to Section 4.01(v4.01(a)(v) hereof and to such other matters as are customary for initial extensions of credit to a subsidiary borrower similar to the applicable Designated Borrower. (e) After giving effect to any actions taken as contemplated by the immediately following sentence and Section 3.01(a)3.01, (i) if any such Designated Borrower is not a United States person for U.S. federal income tax purposes, payments to any Lender by such Designated Borrower shall not be subject to any withholding Taxes or Other Taxes and (ii) no Protesting Lender (as defined below) shall be a Lender hereunder and no Notice of Objection (as defined below) shall be outstanding. Any Lender have given notice to the Administrative Agent that it has determined in good faith that it would be subject in making Loans or issuing Letters of Credit to such Designated Borrower to any withholding Tax or Other Taxes, any regulatory or legal limitation or restriction applicable thereto or any other material financial disadvantage (other than as referred to in the preceding clause (i)) arising out of or attributable to the location or jurisdiction of organization of such Designated Borrower or the nature of its activities (a “Protesting Lender”) and have given notice to such effect to the Administrative Agent. The Administrative Agent shall so notify have the right to adjust the provisions of Article II as it may reasonably determine to enable the Lenders that are able to make Loans or issue Letters of Credit to such Designated Borrower without becoming subject to any such withholding Taxes or Other Taxes, such regulatory or any legal restriction or limitation or financial disadvantage, and without causing the Borrower and or any Designated Borrower to incur any such disadvantages of its own (including any such disadvantage in the Administrative Agent form of being required to indemnify Lenders for withholding payments including Taxes) to make Loans or issue Letters of Credit available to such Designated Borrower on a non-pro rata basis with Lenders that are not so able, with such adjustments to be made in writing (such noticea manner that, the “Notice of Objection”) prior to the Designated Borrower Closing Dateextent practicable, and with respect are reasonably equitable to each Protesting Lender that has not withdrawn such Notice of Objection, all the Borrower shall, effective on or before the Designated Borrower Closing Date replace such Protesting Lender in accordance with Section 11.13Lenders. (f) The Administrative Agent and the Lenders shall have received all documentation and other information reasonably requested by the Lenders or the Administrative Agent under applicable “know your customer”, beneficial ownership ” and anti-money laundering rules and regulations, including the Patriot Act, at least three Business Days prior to the Designated Borrower Closing Date, to the extent requested at least ten Business Days prior to the Designated Borrower Closing Date.

Conditions to Initial Borrowings by each Designated Borrower. The obligation agreement of each Lender to make a Loan on the occasion of any Borrowing to any Designated Borrower hereunder is subject to the satisfaction of the following conditions precedent satisfaction, prior to or concurrently with the making of such Loan on the Designated Borrower Closing Date applicable to such Designated Borrower, of the following conditions precedent: (a) The conditions set forth in Section 4.01 shall have been satisfied prior to or concurrently with the conditions set forth in this Section 4.03 (provided that the conditions set forth in Section 4.01(a) need only to have been satisfied as of the Closing Date) and the Borrower shall have given the Administrative Agent (for distribution to the Lenders) at least 15 Business Days’ prior notice of such Designated Borrower Closing Date with reasonable details with respect thereto. (b) The Administrative Agent shall have received a (i) a Joinder Agreement executed and delivered by the Borrower, the applicable Subsidiary and the Administrative Agent, providing for such Subsidiary to become a Designated Borrower, Borrower and (ii) a Note executed by the Designated Borrower in favor of each Lender requesting a Note at least two Business Days prior to the applicable Designated Borrower Closing Date. (c) The Administrative Agent shall have received (i) a certificate of such Designated Borrower, dated such Designated Borrower Closing Date, substantially in the form of the certificates delivered by the Borrower on the Closing Date pursuant to Section 4.01(iii4.01(a)(iii) and (viiv), mutatis mutandis, mutandis with appropriate insertions and attachments, including corporate or other applicable resolutions, other corporate or other applicable documents and certificates in respect of such Designated Borrower substantially equivalent to comparable documents delivered on the Closing Date and (ii) such other documents with respect to such Designated Borrower as the Administrative Agent or the Required Lenders shall reasonably request. (d) The Administrative Agent shall have received a legal opinion from counsel to such Designated Borrower (or, where applicable and customary, counsel to the Administrative Agent) in form and substance reasonably satisfactory to the Administrative Agent as to relevant matters covered generally in the opinions previously delivered pursuant to Section 4.01(v4.01(a)(v) hereof and to such other matters as are customary for initial extensions of credit to a subsidiary borrower similar to the applicable Designated Borrower. (e) After giving effect to any actions taken as contemplated by the immediately following sentence and Section 3.01(a), no Protesting Lender (as defined below) shall be a Lender hereunder and no Notice of Objection (as defined below) shall be outstanding. Any Lender that has determined in good faith that it would be subject in making Loans to such Designated Borrower to any withholding Tax or Other Taxes, any regulatory or legal limitation or restriction applicable thereto or any other material financial disadvantage arising out of or attributable to the location or jurisdiction of organization of such Designated Borrower or the nature of its activities (a “Protesting Lender”) shall so notify the Borrower and the Administrative Agent in writing (such notice, the “Notice of Objection”) prior to the Designated Borrower Closing Date, and with respect to each Protesting Lender that has not withdrawn such Notice of Objection, the Borrower shall, effective on or before the Designated Borrower Closing Date replace such Protesting Lender in accordance with Section 11.13. (fi) The Administrative Agent and the Lenders shall have received all documentation and other information reasonably requested by the Lenders or the Administrative Agent under applicable “know your customer”, beneficial ownership ” and anti-money laundering rules and regulations, including the Patriot ActAct and (ii) to the extent any such Designated Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five Business Days prior to the applicable Designated Borrower Closing Date, any Lender that has requested Beneficial Ownership Certifications in relation to such Designated Borrower shall have received such Beneficial Ownership Certifications.

Conditions to Initial Borrowings by each Designated Borrower. The obligation agreement of each Lender to make a Loan on the occasion of any Borrowing Borrowing, and of any Issuing Bank to issue, amend, renew or extend any Letter of Credit, to any Designated Borrower hereunder is subject to the satisfaction of the following conditions precedent satisfaction, prior to or concurrently with the making of such Loan extension of credit on the Designated Borrower Closing Date applicable to such Designated Borrower, of the following conditions precedent: (a) The conditions set forth in Section 4.01 shall have been satisfied prior to or concurrently with the conditions set forth in this Section 4.03 (provided that the conditions set forth in clauses (a)(iii), (iv), (v), (vi) and (vii) of Section 4.01 need only to have been satisfied as of the Closing Date) and the Borrower shall have given the Administrative Agent and to the Lenders at least 15 Business Days’ Days prior notice of such Designated Borrower Closing Date with reasonable details with respect thereto. (b) The Administrative Agent shall have received (i) a Joinder Agreement executed and delivered by the Borrower, the applicable Subsidiary and the Administrative Agent, providing for such Subsidiary to become a Designated Borrower, and (ii) a Note executed the Designated Borrower in favor of each Lender requesting a Note at least two Business Days prior to the Designated Borrower Closing Date. (c) The Administrative Agent shall have received (i) a certificate of such Designated Borrower, dated such Designated Borrower Closing Date, substantially in the form of the certificates delivered by the Borrower on the Closing Date pursuant to Section 4.01(iii) and (vi), mutatis mutandis, with appropriate insertions and attachments, including corporate or other applicable resolutions, other corporate or other applicable documents and certificates in respect of such Designated Borrower substantially equivalent to comparable documents delivered on the Closing Date and (ii) such other documents with respect to such Designated Borrower as the Administrative Agent or the Required Lenders shall reasonably request. (d) The Administrative Agent shall have received a legal opinion from counsel to such Designated Borrower in form and substance reasonably satisfactory to the Administrative Agent as to relevant matters covered generally in the opinions previously delivered pursuant to Section 4.01(v) hereof and to such other matters as are customary for initial extensions of credit to a subsidiary borrower similar to the applicable Designated Borrower. (e) After giving effect to any actions taken as contemplated by the immediately following sentence and Section 3.01(a), no Protesting Lender (as defined below) shall be a Lender hereunder and no Notice of Objection (as defined below) shall be outstanding. Any Lender that has determined in good faith that it would be subject in making Loans or issuing Letters of Credit to such Designated Borrower to any withholding Tax or Other Taxes, any regulatory or legal limitation or restriction applicable thereto or any other material financial disadvantage arising out of or attributable to the location or jurisdiction of organization of such Designated Borrower or the nature of its activities (a “Protesting Lender”) shall so notify the Borrower and the Administrative Agent in writing (such notice, the “Notice of Objection”) prior to the Designated Borrower Closing Date, and with respect to each Protesting Lender that has not withdrawn such Notice of Objection, the Borrower shall, effective on or before the Designated Borrower Closing Date replace such Protesting Lender in accordance with Section 11.13. (f) The Administrative Agent and the Lenders shall have received all documentation and other information reasonably requested by the Lenders or the Administrative Agent under applicable “know your customer”, beneficial ownership ” and anti-money laundering rules and regulations, including the Patriot Act.