Common use of Conditions to Subsidiaries Becoming Borrowers Clause in Contracts

Conditions to Subsidiaries Becoming Borrowers. Each Subsidiary of the Company (other than a CFC formed or acquired with the consent of the Required Lenders) shall become a Borrower under this Agreement and shall satisfy the following conditions upon the acquisition or formation of such Subsidiary: (a) The Subsidiary shall execute and deliver to the Administrative Agent an Assumption Agreement. (b) The Administrative Agent shall have received an opinion of counsel to the Subsidiary, addressed to the Administrative Agent, covering such matters as the Administrative Agent may reasonably request, in form and substance satisfactory to the Administrative Agent. (c) Financing statements in form and substance reasonably satisfactory to the Administrative Agent shall have been properly filed in each office where necessary to perfect the security interest of the Administrative Agent (held for the ratable benefit of the Lenders) in the Collateral of the Subsidiary, termination statements shall have been filed with respect to any other financing statements covering all or any portion of such Collateral (except with respect to Liens or security interests created or permitted by this Agreement or the other Loan Documents), all taxes and fees with respect to such recording and filing shall have been paid by such Subsidiary and the Administrative Agent shall have received such lien searches or reports as it shall require confirming that the foregoing filings and recordings have been completed. (d) The Subsidiary shall have delivered the following documents to the Administrative Agent, each of which shall be certified as of the date on which it is to become a Borrower, by its secretary or representative performing similar functions: (1) copies of evidence of all actions taken by the Subsidiary to authorize the execution and delivery of the Assumption Agreement and the other Loan Documents; (2) copies of the articles or certificate of incorporation and bylaws (or comparable organizational documents) of the Subsidiary; and (3) a certificate as to the incumbency and signatures of the officers executing the Loan Documents. (e) The Administrative Agent shall have received a certificate of good standing and qualification (or similar instrument) issued by the appropriate state official of the state of incorporation of the Subsidiary, dated not more than 30 days prior to the date of the applicable Loan Documents. (f) The Administrative Agent shall have received a listing and aging of Receivables of such Subsidiary, a listing of accounts payable of the Subsidiary, a report setting forth the status of all contracts relating to its Eligible Receivables and such other financial information of such Subsidiary as may be requested by the Administrative Agent from time to time, all of which shall be of a current date and shall be in form and substance satisfactory to the Administrative Agent. (g) If required by the Administrative Agent, the Administrative Agent shall have received a satisfactory field examination of the Collateral and internal control systems of the Subsidiary performed by a consultant selected by the Administrative Agent, and the Borrowers shall have reimbursed the Administrative Agent for the cost of such consultant.

Conditions to Subsidiaries Becoming Borrowers. Each Subsidiary of the Company (other than a CFC acquired or formed or acquired with after the consent of the Required Lenders) Closing Date shall become a Borrower under this Agreement and shall satisfy the following conditions upon the acquisition or formation of such Subsidiary: (a) The Subsidiary shall execute and deliver to the Administrative Agent an Assumption Agreement. (b) The Administrative Agent shall have received an opinion of counsel to the Subsidiary, addressed to the Administrative Agent, covering such matters as the Administrative Agent may reasonably request, in form and substance reasonably satisfactory to the Administrative Agent. (c) Financing statements in form and substance reasonably satisfactory to the Administrative Agent shall have been properly filed in each office where necessary to perfect the security interest of the Administrative Agent (held for the ratable benefit of the Lenders) in the Collateral of the Subsidiary, termination statements shall have been filed with respect to any other financing statements covering all or any portion of such Collateral (except with respect to Liens or security interests created or permitted by this Agreement or the other Loan Documents), all taxes and fees then due with respect to such recording and filing shall have been paid by such Subsidiary and the Administrative Agent shall have received such lien searches or reports as it shall reasonably require confirming that the foregoing filings and recordings have been completed. (d) The Subsidiary shall have delivered the following documents to the Administrative Agent, each of which shall be certified as of the date on which it is to become a Borrower, by its secretary or representative performing similar functions: (1) copies of evidence of all actions taken by the Subsidiary to authorize the execution and delivery of the Assumption Agreement and the other Loan Documents; (2) copies of the articles or certificate of incorporation and bylaws (or comparable organizational documents) of the Subsidiary; and (3) a certificate as to the incumbency and signatures of the officers executing the Loan Documents. (e) The Administrative Agent shall have received a certificate of good standing and qualification (or similar instrument) issued by the appropriate state official of the state of incorporation of the Subsidiary, dated not more than 30 days prior to the date of the applicable Loan Documents. (f) The Administrative Agent shall have received a listing and aging of Receivables of such Subsidiary, a listing of accounts payable of the Subsidiary, a report setting forth the status of all contracts relating to its Eligible Receivables and such other financial information of such Subsidiary as may be requested by the Administrative Agent from time to time, all of which shall be of a current date and shall be in form and substance satisfactory to the Administrative Agent. (g) If required by the Administrative Agent, the Administrative Agent shall have received a satisfactory field examination of the Collateral and internal control systems of the Subsidiary performed by a consultant selected by the Administrative Agent, and the Borrowers shall have reimbursed the Administrative Agent for the cost of such consultant.

Conditions to Subsidiaries Becoming Borrowers. Each Subsidiary of the Company (other than a CFC acquired or formed or acquired with after the consent of the Required Lenders) Closing Date shall become a Borrower under this Agreement and shall satisfy the following conditions upon the acquisition or formation of such Subsidiary: (a) The Subsidiary shall execute and deliver to the Administrative Agent an Assumption Agreement. (b) The Administrative Agent shall have received an opinion of counsel to the Subsidiary, addressed to the Administrative Agent, covering such matters as the Administrative Agent may reasonably request, in form and substance satisfactory to the Administrative Agent. (c) Financing statements in form and substance reasonably satisfactory to the Administrative Agent shall have been properly filed in each office where necessary to perfect the security interest of the Administrative Agent (held for the ratable benefit of the Lenders) in the Collateral of the Subsidiary, termination statements shall have been filed with respect to any other financing statements covering all or any portion of such Collateral (except with respect to Liens or security interests created or permitted by this Agreement or the other Loan Documents), all taxes and fees with respect to such recording and filing shall have been paid by such Subsidiary and the Administrative Agent shall have received such lien searches or reports as it shall require confirming that the foregoing filings and recordings have been completed. (d) The Subsidiary shall have delivered the following documents to the Administrative Agent, each of which shall be certified as of the date on which it is to become a Borrower, by its secretary or representative performing similar functions: (1) copies of evidence of all actions taken by the Subsidiary to authorize the execution and delivery of the Assumption Agreement and the other Loan Documents; (2) copies of the articles or certificate of incorporation and bylaws (or comparable organizational documents) of the Subsidiary; and (3) a certificate as to the incumbency and signatures of the officers executing the Loan Documents. (e) The Administrative Agent shall have received a certificate of good standing and qualification (or similar instrument) issued by the appropriate state official of the state of incorporation of the Subsidiary, dated not more than 30 days prior to the date of the applicable Loan Documents. (f) The Administrative Agent shall have received a listing and aging of Receivables of such Subsidiary, a listing of accounts payable of the Subsidiary, a report setting forth the status of all contracts relating to its Eligible Receivables and such other financial information of such Subsidiary as may be requested by the Administrative Agent from time to time, all of which shall be of a current date and shall be in form and substance satisfactory to the Administrative Agent. (g) If required by the Administrative Agent, the Administrative Agent shall have received a satisfactory field examination of the Collateral and internal control systems of the Subsidiary performed by a consultant selected by the Administrative Agent, and the Borrowers shall have reimbursed the Administrative Agent for the cost of such consultant. (h) If required by the Administrative Agent, all Intellectual Property of such Subsidiary relating to a Material IP Receivables shall have been duly registered with the Register of Copyrights or the United States Patent and Trademark Office, as applicable, an Intellectual Property Assignment shall have been recorded in such office, and the Administrative Agent shall have received evidence that it has a first priority perfected Lien with respect thereto, for the ratable benefit of the Lenders.

Conditions to Subsidiaries Becoming Borrowers. Each direct or indirect Subsidiary of the Company (other than a CFC formed or acquired with the consent of the Required Lenders) KAE shall become a Borrower under this Agreement on the day of formation or acquisition, as applicable, and shall satisfy all of the following conditions upon the acquisition or formation of on such Subsidiary:date: ​ (a) a. The Subsidiary shall execute and deliver to the Administrative Agent Lender an Assumption Agreement.. ​ (b) The Administrative Agent b. All legal matters incident to such Subsidiary becoming a Borrower shall be satisfactory to counsel for the Lender, and the Subsidiary shall execute and deliver to the Lender such additional documents and certificates relating to the Loans as the Lender may reasonably request. ​ c. If requested by the Lender, the Lender shall have received an opinion of counsel to the Subsidiary, addressed to the Administrative AgentLender, covering such matters as the Administrative Agent Lender may reasonably request, in form and substance satisfactory to the Administrative Agent.Lender. ​ (c) d. Financing statements in form and substance reasonably satisfactory to the Administrative Agent Lender shall have been properly filed in each office where necessary to perfect the security interest of the Administrative Agent (held for the ratable benefit of the Lenders) Lender in the Collateral of the Subsidiary, termination statements shall have been filed with respect to any other financing statements covering all or any portion of such Collateral (except with respect to Liens or security interests created or permitted by this Agreement or the other Loan DocumentsPermitted Liens), all taxes and fees with respect to such recording and filing shall have been paid by such Subsidiary and the Administrative Agent Lender shall have received such lien searches or reports as it shall require confirming that the foregoing filings and recordings have been completed.. ​ (d) e. The Subsidiary shall have delivered the following documents to the Administrative AgentLender, each of which shall be certified as of the date on which it is to become a Borrower, by its secretary or representative performing similar functions: (1) copies of evidence of all actions taken by the Subsidiary to authorize the execution and delivery of the Assumption Agreement and the other Loan Documents; (2) copies of the articles or certificate of incorporation and bylaws (or comparable organizational documents) of the Subsidiary; and (3) a certificate as to the incumbency and signatures of the officers executing the Loan Documents.. ​ (e) f. The Administrative Agent Lender shall have received a certificate of good standing and qualification (or similar instrument) issued by the appropriate state official of the state of incorporation formation of the Subsidiary, dated not more than within 30 days prior to the date of the applicable Loan Documents.such date. ​ (f) g. The Administrative Agent Lender shall have received a listing and aging of Receivables of such SubsidiaryAccounts, a listing of accounts payable of the Subsidiary, a report setting forth the status of all contracts relating to its Eligible Receivables Accounts, a copy of each of its contracts (subject to the limitations set forth in Section 6.19) and such other financial information of such Subsidiary as may be requested by the Administrative Agent Lender from time to time, all of which shall be of a current date and shall be in form and substance satisfactory to the Administrative Agent.Lender. ​ (g) h. If required by the Administrative AgentLender, the Administrative Agent Lender shall have received a satisfactory field examination of the Collateral and internal control systems of the Subsidiary performed by a consultant selected by the Administrative AgentLender, and the Borrowers shall have reimbursed the Administrative Agent Lender for the cost of such consultant.. ​

Conditions to Subsidiaries Becoming Borrowers. Each Subsidiary of the Company (other than a CFC acquired or formed or acquired with after the consent of the Required Lenders) Closing Date shall become a Borrower under this Agreement and shall satisfy the following conditions upon the acquisition or formation of such Subsidiary: (a) The Subsidiary shall execute and deliver to the Administrative Agent an Assumption Agreement. (b) The Administrative Agent shall have received an opinion of counsel to the Subsidiary, addressed to the Administrative Agent, covering such matters as the Administrative Agent may reasonably request, in form and substance satisfactory to the Administrative Agent. (c) Financing statements in form and substance reasonably satisfactory to the Administrative Agent shall have been properly filed in each office where necessary to perfect the security interest of the Administrative Agent (held for the ratable benefit of the Lenders) in the Collateral of the Subsidiary, termination statements shall have been filed with respect to any other financing statements covering all or any portion of such Collateral (except with respect to Liens or security interests created or permitted by this Agreement or the other Loan Documents), all taxes and fees with respect to such recording and filing shall have been paid by such Subsidiary and the Administrative Agent shall have received such lien searches or reports as it shall require confirming that the foregoing filings and recordings have been completed. (d) The Subsidiary shall have delivered the following documents to the Administrative Agent, each of which shall be certified as of the date on which it is to become a Borrower, by its secretary or representative performing similar functions: (1) copies of evidence of all actions taken by the Subsidiary to authorize the execution and delivery of the Assumption Agreement and the other Loan Documents; (2) copies of the articles or certificate of incorporation and bylaws (or comparable organizational documents) of the Subsidiary; and (3) a certificate as to the incumbency and signatures of the officers executing the Loan Documents. (e) The Administrative Agent shall have received a certificate of good standing and qualification (or similar instrument) issued by the appropriate state official of the state of incorporation of the Subsidiary, dated not more than 30 days prior to the date of the applicable Loan Documents. (f) The Administrative Agent shall have received a listing and aging of Receivables of such Subsidiary, a listing of accounts payable of the Subsidiary, a report setting forth the status of all contracts relating to its Eligible Receivables and such other financial information of such Subsidiary as may be requested by the Administrative Agent from time to time, all of which shall be of a current date and shall be in form and substance satisfactory to the Administrative Agent. (g) If required by the Administrative Agent, the Administrative Agent shall have received a satisfactory field examination of the Collateral and internal control systems of the Subsidiary performed by a consultant selected by the Administrative Agent, and the Borrowers shall have reimbursed the Administrative Agent for the cost of such consultant.

Conditions to Subsidiaries Becoming Borrowers. Each Subsidiary of the Company (other than a CFC formed or acquired with the consent of the Required Lenders) shall become a Borrower under this Agreement and shall satisfy the following conditions upon the acquisition or formation of such Subsidiary: (a) The Subsidiary shall execute and deliver to the Administrative Agent an Assumption Agreement. (b) The Administrative Agent shall have received an opinion of counsel to the Subsidiary, addressed to the Administrative Agent, covering such matters as the Administrative Agent may reasonably request, in form and substance satisfactory to the Administrative Agent. (c) Financing statements in form and substance reasonably satisfactory to the Administrative Agent shall have been properly filed in each office where necessary to perfect the security interest of the Administrative Agent (held for the ratable benefit of the Lenders) in the Collateral of the Subsidiary, termination statements shall have been filed with respect to any other financing statements covering all or any portion of such Collateral (except with respect to Liens or security interests created or permitted by this Agreement or the other Loan Documents), all taxes and fees then with respect to such recording and filing shall have been paid by such Subsidiary and the Administrative Agent shall have received such lien searches or reports as it shall reasonably require confirming that the foregoing filings and recordings have been completed. (d) The Subsidiary shall have delivered the following documents to the Administrative Agent, each of which shall be certified as of the date on which it is to become a Borrower, by its secretary or representative performing similar functions: (1) copies of evidence of all actions taken by the Subsidiary to authorize the execution and delivery of the Assumption Agreement and the other Loan Documents; (2) copies of the articles or certificate of incorporation and bylaws (or comparable organizational documents) of the Subsidiary; and (3) a certificate as to the incumbency and signatures of the officers executing the Loan Documents. (e) The Administrative Agent shall have received a certificate of good standing and qualification (or similar instrument) issued by the appropriate state official of the state of incorporation of the Subsidiary, dated not more than 30 days prior to the date of the applicable Loan Documents. (f) The Administrative Agent shall have received a listing and aging of Receivables of such Subsidiary, a listing of accounts payable . Immediately after the closing of the SubsidiarySGS Acquisition, a report setting forth the status of all contracts relating to its Eligible Receivables and such other financial information of such Subsidiary as may be requested by the Administrative Agent from time to timeBorrowers shall, all of which shall be of a current date and shall be in form and substance satisfactory to cause SGS to, comply with the Administrative Agentterms of this Section 8.3. (g) If required by the Administrative Agent, the Administrative Agent shall have received a satisfactory field examination of the Collateral and internal control systems of the Subsidiary performed by a consultant selected by the Administrative Agent, and the Borrowers shall have reimbursed the Administrative Agent for the cost of such consultant.