Common use of Credit Events Relating to Foreign Subsidiary Borrowers Clause in Contracts

Credit Events Relating to Foreign Subsidiary Borrowers. The obligations of (x) the Lenders (including the Swingline Foreign Currency Lenders) to make Loans to any Foreign Subsidiary that becomes a Foreign Subsidiary Borrower after the Closing Date, (y) any Issuing Bank to issue Letters of Credit for the account of any such Foreign Subsidiary Borrower and (z) any Ancillary Lender to make available an Ancillary Facility to such Foreign Subsidiary Borrower, in each case to the extent designated in accordance with Section 2.20, are subject to the satisfaction of the following conditions (which are in addition to the conditions contained in Section 4.01): (a) With respect to the initial Loan made to, the initial Letter of Credit issued at the request of, or the creation of an Ancillary Facility for, such Foreign Subsidiary Borrower, whichever comes first, (i) the Administrative Agent (or its counsel) shall have received a Foreign Subsidiary Borrower Agreement with respect to such Foreign Subsidiary Borrower duly executed by all parties thereto; and (ii) the Administrative Agent shall have received such documents (including legal opinions) and certificates as the Administrative Agent or its counsel may reasonably request relating to the formation, existence and good standing of such Foreign Subsidiary Borrower, the authorization of Borrowings as they relate to such Foreign Subsidiary Borrower and any other legal matters relating to such Foreign Subsidiary Borrower or its Foreign Subsidiary Borrower Agreement, all in form and substance reasonably satisfactory to the Administrative Agent and its counsel. (b) The Administrative Agent and the applicable Ancillary Lender, if any, shall be reasonably satisfied that Section 5.10(f) shall have been complied with in respect of such Foreign Subsidiary Borrower and that the Collateral and Guarantee Requirement shall have been satisfied with respect to such Foreign Subsidiary Borrower and its subsidiaries.

Credit Events Relating to Foreign Subsidiary Borrowers. The obligations of (x) the Lenders (including the Swingline Foreign Currency Lenders) to make Loans to any Foreign Subsidiary that becomes a Foreign Subsidiary Borrower after the Closing Restatement Effective Date, (y) any Issuing Bank to issue Letters of Credit for the account of any such Foreign Subsidiary Borrower and (z) any Ancillary Lender to make available an Ancillary Facility to such Foreign Subsidiary Borrower, in each case to the extent designated in accordance with Section 2.20, are subject to the satisfaction of the following conditions (which are in addition to the conditions contained in Section 4.014.02): (a) With respect to the initial Loan made to, the initial Letter of Credit issued at the request of, or the creation of an Ancillary Facility for, such Foreign Subsidiary Borrower, whichever comes first, (i) the Administrative Agent (or its counsel) shall have received a Foreign Subsidiary Borrower Agreement with respect to such Foreign Subsidiary Borrower duly executed by all parties thereto; and (ii) the Administrative Agent shall have received such documents (including legal opinions) and certificates as the Administrative Agent or its counsel may reasonably request relating to the formation, existence and good standing of such Foreign Subsidiary Borrower, the authorization of Borrowings as they relate to such Foreign Subsidiary Borrower and any other legal matters relating to such Foreign Subsidiary Borrower or its Foreign Subsidiary Borrower Agreement, all in form and substance reasonably satisfactory to the Administrative Agent and its counsel. (b) The Administrative Agent and the applicable Ancillary Lender, if any, shall be reasonably satisfied that Section 5.10(f) shall have been complied with in respect of such Foreign Subsidiary Borrower and that the Collateral and Guarantee Requirement shall have been satisfied with respect to such Foreign Subsidiary Borrower and its subsidiaries; provided that the condition set forth in this paragraph (b) need not be satisfied with respect to any Unsecured Ancillary Facility.

Credit Events Relating to Foreign Subsidiary Borrowers. The obligations obligation of (x) the Lenders (including the Swingline Foreign Currency Lenders) each Lender to make Loans to any Foreign Subsidiary that becomes a Foreign Subsidiary Borrower after the Closing Date, (y) any Issuing Bank to issue Letters of Credit for the account of any such Foreign Subsidiary Borrower and (z) any Ancillary Lender to make available an Ancillary Facility to such Foreign Subsidiary Borrower, in each case to the extent designated in accordance with Section 2.20, are is subject to the satisfaction of the following conditions (which are in addition to the conditions contained in Section 4.01):conditions: (a) With respect to the initial Loan made to, the initial Letter of Credit issued at the request of, or the creation of an Ancillary Facility for, Event relating to such Foreign Subsidiary Borrower, whichever comes first,; (i) the Administrative Agent (or its counsel) shall have received a Foreign Subsidiary Borrower Agreement with respect to such Foreign Subsidiary Borrower Borrower's Foreign Subsidiary Borrowing Agreement duly executed by all parties thereto; and (ii) the Administrative Agent shall have received such documents (including legal opinions) and certificates as the Administrative Agent or its counsel may reasonably request relating to the formation, existence and good standing of such Foreign Subsidiary Borrower, the authorization of the Foreign Currency Borrowings as they relate to such Foreign Subsidiary Borrower and any other legal matters relating to such Foreign Subsidiary Borrower or its Foreign Subsidiary Borrower Borrowing Agreement, all in form and substance reasonably satisfactory to the Administrative Agent and its counsel. (b) The Administrative Agent and the applicable Ancillary Lender, if any, shall be reasonably satisfied that Section 5.10(fWith respect to any Credit Event following which (x) shall have been complied with in respect of such Foreign Subsidiary Borrower and will have borrowed more than the Dollar Equivalent of $5,000,000 of Foreign Currency Borrowings or (y) the aggregate amount of outstanding Foreign Currency Borrowings exceeds the Dollar Equivalent of $15,000,000, the Administrative Agent shall be satisfied that the Foreign Security Collateral and Guarantee Requirement Agreement shall have been be satisfied with respect to such Foreign Subsidiary Borrower in the case of clause (x) and its subsidiariesall Foreign Subsidiary Borrowers in the case of clause (y).

Credit Events Relating to Foreign Subsidiary Borrowers. The obligations of (x) the Lenders (including the Swingline Foreign Currency Euro Lenders) to make Loans to any Foreign Subsidiary that becomes a Foreign Subsidiary Borrower after the Closing Date, Date and (y) any Issuing Bank to issue Letters of Credit for the account of any such Foreign Subsidiary Borrower and (z) any Ancillary Lender to make available an Ancillary Facility to such Foreign Subsidiary Borrower, in each case to the extent designated in accordance with Section 2.20, are subject to the satisfaction of the following conditions (which are in addition to the conditions contained in Section 4.01): (a) With respect to the initial Loan made to, to or the initial Letter of Credit issued at the request of, or the creation of an Ancillary Facility for, such Foreign Subsidiary Borrower, whichever comes first, (i) the Administrative Agent (or its counsel) shall have received a Foreign Subsidiary Borrower Agreement with respect to such Foreign Subsidiary Borrower duly executed by all parties thereto; and (ii) the Administrative Agent shall have received such documents (including legal opinions) and certificates as the Administrative Agent or its counsel may reasonably request relating to the formation, existence and good standing of such Foreign Subsidiary Borrower, the authorization of Borrowings as they relate to such Foreign Subsidiary Borrower Borrower, creation and perfection of security and enforceability of Loan Documents and any other legal matters relating to such Foreign Subsidiary Borrower or its Foreign Subsidiary Borrower AgreementAgreement and all applicable Security Documents, all in form inform and substance reasonably satisfactory to the Administrative Agent and its counsel. (b) The Administrative Agent and the applicable Ancillary Lender, if any, shall be reasonably satisfied that Section 5.10(f) shall have been complied with in respect of such Foreign Subsidiary Borrower and that the Collateral and Guarantee Requirement shall have been satisfied with respect to such Foreign Subsidiary Borrower and its subsidiaries.

Credit Events Relating to Foreign Subsidiary Borrowers. The obligations obligation of (x) the Lenders (including the Swingline Foreign Currency Lenders) each Lender to make Loans to any Foreign Subsidiary that becomes a Foreign Subsidiary Borrower after the Closing Date, (y) any Issuing Bank to issue Letters of Credit for the account of any such Foreign Subsidiary Borrower and (z) any Ancillary Lender to make available an Ancillary Facility to such Foreign Subsidiary Borrower, in each case to the extent designated in accordance with Section 2.20, are is subject to the satisfaction of the following conditions (which are in addition to the conditions contained in Section 4.01):conditions: (a) With respect to the initial Loan made to, the initial Letter of Credit issued at the request of, or the creation of an Ancillary Facility for, Event relating to such Foreign Subsidiary Borrower, whichever comes first,; (i) the Administrative Agent (or its counsel) shall have received a Foreign Subsidiary Borrower Agreement with respect to such Foreign Subsidiary Borrower Borrower’s Foreign Subsidiary Borrowing Agreement duly executed by all parties thereto; and (ii) the Administrative Agent shall have received such documents (including legal opinions) and certificates as the Administrative Agent or its counsel may reasonably request relating to the formation, existence and good standing of such Foreign Subsidiary Borrower, the authorization of the Foreign Currency Borrowings as they relate to such Foreign Subsidiary Borrower and any other legal matters relating to such Foreign Subsidiary Borrower or its Foreign Subsidiary Borrower Borrowing Agreement, all in form and substance reasonably satisfactory to the Administrative Agent and its counsel. (b) The Administrative Agent and the applicable Ancillary Lender, if any, shall be reasonably satisfied that Section 5.10(fWith respect to any Credit Event following which (x) shall have been complied with in respect of such Foreign Subsidiary Borrower and will have borrowed more than the Dollar Equivalent of $5,000,000 of Foreign Currency Borrowings or (y) the aggregate amount of outstanding Foreign Currency Borrowings exceeds the Dollar Equivalent of $15,000,000, the Administrative Agent shall be satisfied that the Foreign Security Collateral and Guarantee Requirement Agreement shall have been be satisfied with respect to such Foreign Subsidiary Borrower in the case of clause (x) and its subsidiariesall Foreign Subsidiary Borrowers in the case of clause (y).

Credit Events Relating to Foreign Subsidiary Borrowers. The obligations obligation of (x) the Lenders (including the Swingline Foreign Currency Lenders) each Lender to make Loans to any Foreign Subsidiary that becomes a Foreign Subsidiary Borrower after the Closing Date, (y) any Issuing Bank to issue Letters of Credit for the account of any such Foreign Subsidiary Borrower and (z) any Ancillary Lender to make available an Ancillary Facility to such Foreign Subsidiary Borrower, in each case to the extent designated in accordance with Section 2.20, are is subject to the satisfaction of the following conditions (which are in addition to the conditions contained in Section 4.01):conditions: (a) With respect to the initial Loan made to, the initial Letter of Credit issued at the request of, or the creation of an Ancillary Facility for, Event relating to such Foreign Subsidiary Borrower, whichever comes first,; (i) the Administrative Agent (or its counsel) shall have received a Foreign Subsidiary Borrower Agreement with respect to such Foreign Subsidiary Borrower Borrower's Foreign Subsidiary Borrowing Agreement duly executed by all parties thereto; and (ii) the Administrative Agent shall have received such documents (including legal opinions) and certificates as the Administrative Agent or its counsel may reasonably request relating to the formation, existence and good standing of such Foreign Subsidiary Borrower, the authorization of the Foreign Currency Borrowings as they relate to such Foreign Subsidiary Borrower and any other legal matters relating to such Foreign Subsidiary Borrower or its Foreign Subsidiary Borrower Borrowing Agreement, all in form and substance reasonably satisfactory to the Administrative Agent and its counsel. (b) The Administrative Agent and the applicable Ancillary Lender, if any, shall be reasonably satisfied that Section 5.10(fWith respect to any Credit Event following which (x) shall have been complied with in respect of such Foreign Subsidiary Borrower and will have borrowed more than the Dollar Equivalent of $5,000,000 of Foreign Currency Borrowings or (y) the aggregate amount of outstanding Foreign Currency Borrowings exceeds the Dollar Equivalent of $15,000,000, the Administrative Agent shall be satisfied that the Foreign Security Collateral and Guarantee Requirement Guar- xxxxx Agreement shall have been be satisfied with respect to such Foreign Subsidiary Borrower in the case of clause (x) and its subsidiariesall Foreign Subsidiary Borrowers in the case of clause (y).

Credit Events Relating to Foreign Subsidiary Borrowers. The obligations obligation of (x) the Lenders (including the Swingline Foreign Currency Lenders) each Lender to make Loans to any Foreign Subsidiary that becomes a Foreign Subsidiary Borrower after Borrower, and of the Closing Date, (y) any Issuing Bank to issue Letters issue, amend, renew or extend any Letter of Credit for the account of to any such Foreign Subsidiary Borrower and (z) any Ancillary Lender to make available an Ancillary Facility to such Foreign Subsidiary Borrower, in each case to the extent designated in accordance with Section 2.20, are is subject to the satisfaction of the following conditions (which are in addition to the conditions contained in Section 4.01):conditions: (a) With respect to the earlier to occur of the initial Loan made to, to or the initial Letter of Credit issued at for the request of, or the creation account of an Ancillary Facility for, such Foreign Subsidiary Borrower, whichever comes first,: (i) the Administrative Agent (or its counsel) shall have received a Foreign Subsidiary Borrower Agreement with respect to such Foreign Subsidiary Borrower Borrower’s Foreign Subsidiary Borrowing Agreement duly executed and delivered by all parties thereto; and (ii) the Administrative Agent shall have received such documents (including legal opinions) and certificates as the Administrative Agent or its counsel may reasonably request relating to the formation, existence and good standing of such Foreign Subsidiary Borrower, the authorization of Borrowings as they relate the transactions contemplated hereby relating to such Foreign Subsidiary Borrower and any other legal matters relating to such Foreign Subsidiary Borrower or its Foreign Subsidiary Borrower Borrowing Agreement, all in form and substance reasonably satisfactory to the Administrative Agent and its counsel.; and (biii) The the Administrative Agent and the applicable Ancillary Lender, if any, shall be reasonably satisfied that Section 5.10(f) Lenders shall have been complied with in respect of such Foreign Subsidiary Borrower received all documentation and that the Collateral and Guarantee Requirement shall have been satisfied with respect other information relating to such Foreign Subsidiary Borrower required by bank regulatory authorities under applicable “know your customer” and its subsidiariesanti-money laundering rules and regulations, including the PATRIOT Act, in all cases reasonably satisfactory to the Administrative Agent and the Lenders.

Credit Events Relating to Foreign Subsidiary Borrowers. The obligations of (x) the Lenders (including the Swingline Foreign Currency Lenders) to make Loans to any Foreign Subsidiary that becomes a Foreign Subsidiary Borrower after the Closing Restatement Effective Date, (y) any Issuing Bank to issue Letters of Credit for the account of any such Foreign Subsidiary Borrower and (z) any Ancillary Lender to make available an Ancillary Facility to such Foreign Subsidiary Borrower, in each case to the extent designated in accordance with Section 2.20, are subject to the satisfaction of the following conditions (which are in addition to the conditions contained in Section 4.014.02): (a) With respect to the initial Loan made to, the initial Letter of Credit issued at the request of, or the creation of an Ancillary Facility for, such Foreign Subsidiary Borrower, whichever comes first, (i) the Administrative Agent (or its counsel) shall have received a Foreign Subsidiary Borrower Agreement with respect to such Foreign Subsidiary Borrower duly executed by all parties thereto; and (ii) the Administrative Agent shall have received such documents (including legal opinions) and certificates as the Administrative Agent or its counsel may reasonably request relating to the formation, existence and good standing of such Foreign Subsidiary Borrower, the authorization of Borrowings as they relate to such Foreign Subsidiary Borrower and any other legal matters relating to such Foreign Subsidiary Borrower or its Foreign Subsidiary Borrower Agreement, all in form and substance reasonably satisfactory to the Administrative Agent and its counsel. (b) The Administrative Agent and the applicable Ancillary Lender, if any, shall be reasonably satisfied that Section 5.10(f) shall have been complied with in respect of such Foreign Subsidiary Borrower and that the Collateral and Guarantee Requirement shall have been satisfied with respect to such Foreign Subsidiary Borrower and its subsidiaries.