Common use of Designated Subsidiary Borrowers Clause in Contracts

Designated Subsidiary Borrowers. (a) The Parent Borrower may at any time, upon not less than 10 Business Days’ notice to the Administrative Agent (or such shorter notice as the Administrative Agent may, in its sole discretion, permit), request to designate any additional Subsidiary of the Parent Borrower (an “Applicant Borrower”) as a Tranche A Designated Subsidiary Borrower by delivering to the Administrative Agent (which shall promptly deliver counterparts thereof to each Tranche A Lender) a duly executed notice and agreement in substantially the form of Exhibit H (a “Designated Subsidiary Borrower Request and Assumption Agreement”). The parties hereto acknowledge and agree that prior to any Applicant Borrower becoming entitled to utilize the Tranche A Commitments, such Applicant Borrower shall have executed a joinder to the Security Agreement and a Control Agreement (or joinder thereto) and the Administrative Agent and the Tranche A Lenders shall have received such supporting resolutions, incumbency certificates, opinions of counsel and other documents or information, in form, content and scope reasonably satisfactory to the Administrative Agent, as may be required by the Administrative Agent or the Majority Tranche A Lenders in their sole discretion, including all documents and information required by regulatory authorities under applicable “know-your-customer” rules and regulations with respect to the Applicant Borrower. If the Administrative Agent and the Tranche A Lenders agree that an Applicant Borrower shall be a Tranche A Designated Subsidiary Borrower under the Tranche A Commitments, then promptly following receipt of all such Security Documents and requested resolutions, incumbency certificates, opinions of counsel and other documents or information, the Administrative Agent shall send a notice in substantially the form of Exhibit I (a “Designated Subsidiary Borrower Notice”) to the Parent Borrower and the Tranche A Lenders specifying the effective date upon which such Applicant Borrower shall constitute a Tranche A Designated Subsidiary Borrower under the Tranche A Commitments, whereupon each of the Tranche A Lenders agrees to permit such Tranche A Designated Subsidiary Borrower to obtain Tranche A Letters of Credit hereunder, on the terms and conditions set forth herein, and each of the parties agrees that such Tranche A Designated Subsidiary Borrower otherwise shall be a Borrower for all purposes of this Agreement; provided any such effective date shall not be sooner than five Business Days after the Administrative Agent and the Tranche A Lenders have received all such Security Documents and requested resolutions, incumbency certificates, opinions of counsel and other documents or information.

Designated Subsidiary Borrowers. (a) The Parent Opco Borrower may at any time, upon not less than 10 fifteen (15) Business Days’ notice from the Opco Borrower to the Administrative Agent (or such shorter notice period as may be agreed by the Administrative Agent may, in its sole discretion, permit), request to designate any additional Subsidiary of the Parent Borrower organized under the laws of the United States, the United Kingdom or any other jurisdiction approved by the Administrative Agent and the Lenders (an “Applicant Borrower”) as a Tranche A Designated Subsidiary Borrower co-borrower to receive Revolving Loans hereunder by delivering to the Administrative Agent (which shall promptly deliver counterparts thereof to each Tranche A Lender) a duly executed notice and agreement in substantially the form of Exhibit H (a “Designated Subsidiary Borrower Request and Assumption Agreement”). The parties hereto acknowledge and agree that prior to any Applicant Borrower becoming entitled to utilize the Tranche A Commitmentscredit facilities provided for herein (i) (other than in relation to any Applicant Borrower organized under the laws of the United States or England and Wales) any appropriate changes to the Loan Documents as the Administrative Agent may reasonably request and as may be required in connection with local law considerations, in each case in form and substance reasonably satisfactory to the Administrative Agent, shall have been made (provided that, in the case of any Applicant Borrower incorporated in the United Kingdom, such Applicant Borrower designation shall have executed a joinder to the Security Agreement and a Control Agreement (or joinder thereto) and be conditional upon the Administrative Agent and the Tranche A Opco Borrower entering into an amendment to this Agreement reflecting mutually and reasonably satisfactory customary United Kingdom-related tax provisions), (ii) the Administrative Agent and such Lenders shall have received such supporting resolutions, incumbency certificates, opinions of counsel and other documents or information, in form, content and scope reasonably satisfactory to the Administrative Agent, as may be required by the Administrative Agent or Agent, and promissory notes signed by such new Designated Subsidiary Borrowers to the Majority Tranche A Lenders extent any Lender so requires and (iii) upon the reasonable request of any Revolving Lender, (x) the Applicant Borrowers shall have provided to such Revolving Lender, and such Revolving Lender shall be reasonably satisfied with, the documentation and other information so requested in their sole discretion, including all documents and information required by regulatory authorities under connection with applicable “know-your-know your customer” and anti-money-laundering rules and regulations with respect regulations, including, without limitation, the Patriot Act and (y) any Applicant Borrower that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered, to each Revolving Lender that so requests, a Beneficial Ownership Certification in relation to such Applicant Borrower (the Applicant Borrowerrequirements in clauses (i), (ii) and (iii) hereof, the “Designated Subsidiary Borrower Requirements”). If the Administrative Agent and the Tranche A Lenders agree that an Applicant Borrower shall be a Tranche A Designated Subsidiary Borrower under the Tranche A Commitments, then promptly following receipt of all such Security Documents and requested resolutions, incumbency certificates, opinions of counsel and other documents or informationRequirements are met, the Administrative Agent shall send a notice in substantially the form of Exhibit I (a “Designated Subsidiary Borrower Notice”) to the Parent Opco Borrower and the Tranche A Lenders specifying the effective date upon which such the Applicant Borrower shall constitute a Tranche A Designated Subsidiary Borrower under the Tranche A Commitmentsfor purposes hereof, whereupon each of the Tranche A Lenders agrees to permit such Tranche A Designated Subsidiary Borrower to obtain Tranche A Letters of Credit receive Revolving Loans hereunder, on the terms and conditions set forth herein, and each of the parties agrees that such Tranche A Designated Subsidiary Borrower otherwise shall be a Borrower for all purposes of this Agreement; provided any that no Borrowing Request may be submitted by or on behalf of such effective Designated Subsidiary Borrower until the date shall not be sooner than five four (4) Business Days after the Administrative Agent and the Tranche A Lenders have received all such Security Documents and requested resolutions, incumbency certificates, opinions of counsel and other documents or informationeffective date.

Designated Subsidiary Borrowers. (a) The Parent Lead Borrower may at any time, upon not less than 10 fifteen (15) Business Days’ notice from the Lead Borrower to the Administrative Agent (or such shorter notice period as may be agreed by the Administrative Agent may, in its sole discretion, permit), request to designate any additional Subsidiary of the Parent Lead Borrower organized under the laws of England and Wales, Ireland, Luxembourg or the Netherlands (an “Applicant Borrower”) as a Tranche A Designated Subsidiary Borrower co-borrower to receive Revolving Loans hereunder by delivering to the Administrative Agent (which shall promptly deliver counterparts thereof to each Tranche A Lender) a duly executed notice and agreement in substantially the form of Exhibit H (a “Designated Subsidiary Borrower Request and Assumption Agreement”). The parties hereto acknowledge and agree that prior to any Applicant Borrower becoming entitled to utilize the Tranche A Commitments, credit facilities provided for herein (i) the Administrative Agent must agree (which agreement shall not be unreasonably withheld) to such Applicant Borrower shall have executed becoming a joinder to the Security Agreement and a Control Agreement Designated Subsidiary Borrower, (or joinder theretoii) and the Administrative Agent and the Tranche A such Lenders shall have received such supporting resolutions, incumbency certificates, opinions of counsel and other documents or information, in form, content and scope reasonably satisfactory to the Administrative Agent, as may be required by the Administrative Agent or Agent, and Notes signed by such new Designated Subsidiary Borrowers to the Majority Tranche A Lenders extent any Lender so requires and (iii) upon the reasonable request of any Revolving Lender, the Applicant Borrowers shall have provided to such Revolving Lender, and such Revolving Lender shall be reasonably satisfied with, the documentation and other information so requested in their sole discretion, including all documents and information required by regulatory authorities under connection with applicable “know-your-know your customer” and anti-money-laundering rules and regulations with respect regulations, including, without limitation, the PATRIOT Act and any Applicant Borrower that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered, to each Revolving Lender that so requests, a Beneficial Ownership Certification in relation to such Applicant Borrower (the Applicant Borrowerrequirements in clauses (i), (ii) and (iii) hereof, the “Designated Subsidiary Borrower Requirements”). If the Administrative Agent and the Tranche A Lenders agree that an Applicant Borrower shall be a Tranche A Designated Subsidiary Borrower under the Tranche A Commitments, then promptly following receipt of all such Security Documents and requested resolutions, incumbency certificates, opinions of counsel and other documents or informationRequirements are met, the Administrative Agent shall send a notice in substantially the form of Exhibit I (a “Designated Subsidiary Borrower Notice”) to the Parent Lead Borrower and the Tranche A Lenders specifying the effective date upon which such the Applicant Borrower shall constitute a Tranche A Designated Subsidiary Borrower under the Tranche A Commitmentsfor purposes hereof, whereupon each of the Tranche A Lenders agrees to permit such Tranche A Designated Subsidiary Borrower to obtain Tranche A Letters of Credit receive Revolving Loans hereunder, on the terms and conditions set forth herein, and each of the parties agrees that such Tranche A Designated Subsidiary Borrower otherwise shall be a Borrower for all purposes of this Agreement; provided any that no Borrowing Request may be submitted by or on behalf of such effective Designated Subsidiary Borrower until the date shall not be sooner than five (5) Business Days after the Administrative Agent and the Tranche A Lenders have received all such Security Documents and requested resolutions, incumbency certificates, opinions of counsel and other documents or informationeffective date.

Designated Subsidiary Borrowers. (a) The Parent Borrower may at any time, upon not less than 10 Business Days’ notice to the Administrative Agent (or such shorter notice as the Administrative Agent mayAgent, in its sole discretion, permit), request to designate any additional Subsidiary of the Parent Borrower (an “Applicant Borrower”) as a Tranche A Designated Subsidiary Borrower to request Tranche A Letters of Credit hereunder by delivering to the Administrative Agent (which shall promptly deliver counterparts thereof to each Tranche A Lender) a duly executed notice and agreement in substantially the form of Exhibit H (a “Designated Subsidiary Borrower Request and Assumption Agreement”). The parties hereto acknowledge and agree that prior to any Applicant Borrower becoming entitled to utilize the Tranche A Commitments, credit facilities provided for herein such Applicant Borrower shall have executed a joinder to the Security Agreement and a Control Agreement (or joinder thereto) and the Administrative Agent and the Tranche A Lenders shall have received such supporting resolutions, incumbency certificates, opinions of counsel and other documents or information, in form, content and scope reasonably satisfactory to the Administrative Agent, as may be required by the Administrative Agent or the Majority Tranche A Lenders in their sole discretion, including all documents and information required by regulatory authorities under applicable “know-your-customer” rules and regulations with respect to the Applicant Borrower. If the Administrative Agent and the Tranche A Lenders agree that an Applicant Borrower shall be a entitled to request Tranche A Designated Subsidiary Borrower under the Tranche A CommitmentsLetters of Credit hereunder, then promptly following receipt of all such Security Documents and requested resolutions, incumbency certificates, opinions of counsel and other documents or information, the Administrative Agent shall send a notice in substantially the form of Exhibit I (a “Designated Subsidiary Borrower Notice”) to the Parent Borrower and the Tranche A Lenders specifying the effective date upon which such Applicant Borrower shall constitute a Tranche A Designated Subsidiary Borrower under the Tranche A Commitmentsfor purposes hereof, whereupon each of the Tranche A Lenders agrees to permit such Tranche A Designated Subsidiary Borrower to obtain request Tranche A Letters of Credit hereunder, on the terms and conditions set forth herein, and each of the parties agrees that such Tranche A Designated Subsidiary Borrower otherwise shall be a Borrower for all purposes of this Agreement; provided any that no Letter of Credit Application may be submitted by or on behalf of such effective Designated Subsidiary Borrower until the date shall not be sooner than five Business Days after the Administrative Agent and the Tranche A Lenders have received all such Security Documents and requested resolutions, incumbency certificates, opinions of counsel and other documents or informationeffective date.

Designated Subsidiary Borrowers. (a) The Parent Any Designated Subsidiary Borrower may shall cease to be a Wholly-Owned Subsidiary of the Company; then, and in any such event, and at any timetime thereafter, if an Event of Default shall then be continuing, the Administrative Agent shall, upon not less than 10 Business Days’ the written request of the Required Lenders, by written notice to the Company, take any or all of the following actions, without prejudice to the rights of the Administrative Agent or any Lender to enforce its claims against any Borrower, except as otherwise specifically provided for in this Agreement (provided that if an Event of Default specified in Section 8.05 shall occur with respect to the Company, the result which would occur upon the giving of written notice by the Administrative Agent as specified in clauses (i), (ii) and (iv) below shall occur automatically without the giving of any such notice): (i) declare the Total Commitment terminated, whereupon the Commitment of each Lender shall forthwith terminate immediately; (ii) declare the principal of and any accrued interest and fees in respect of all obligations owing hereunder and under the other Credit Documents to be, whereupon the same shall become, forthwith due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby waived by each Borrower; (iii) terminate any Letter of Credit which may be terminated in accordance with its terms; (iv) direct each Borrower to pay to the Collateral Account maintained by the Collateral Agent such additional amounts of cash, to be held as security for such Borrower's reimbursement obligations in respect of Letters of Credit then outstanding, equal to the aggregate Letter of Credit Outstandings attributable to such Borrower; and/or (v) enforce, as Collateral Agent (or direct the Collateral Agent to enforce), any or all of the Liens and security interests created pursuant to the Security Documents and/or exercise any of the rights and remedies provided therein. In addition, upon the occurrence and during the continuation of an Event of Default, each Borrower hereby appoints the Administrative Agent (or such shorter notice acting on the instructions of the Required Lenders) as the Administrative Agent mayattorney-in-fact of such Borrower, with full power of substitution, and in the name of such Borrower, to disburse and directly apply the proceeds of its sole discretion, permit), request to designate any additional Subsidiary of the Parent Borrower (an “Applicant Borrower”) as a Tranche A Designated Subsidiary Borrower by delivering Collateral Accounts to the Administrative Agent (which shall promptly deliver counterparts thereof to each Tranche A Lender) a duly executed notice and agreement in substantially the form satisfaction of Exhibit H (a “Designated Subsidiary Borrower Request and Assumption Agreement”)any of such Borrower's obligations hereunder or under any other Credit Document. The parties hereto acknowledge power-of-attorney granted hereby is a power coupled with an interest and agree that prior is irrevocable. Unless directed to any Applicant Borrower becoming entitled to utilize do so by the Tranche A Commitments, such Applicant Borrower shall have executed a joinder to Required Lenders in accordance with the Security terms of this Agreement and a Control Agreement (or joinder thereto) and the Administrative Agent and the Tranche A Lenders shall have received such supporting resolutions, incumbency certificates, opinions of counsel and other documents or information, in form, content and scope reasonably satisfactory to the Administrative Agent, as may be required by the Administrative Agent or the Majority Tranche A Lenders in their sole discretion, including all documents and information required by regulatory authorities under applicable “know-your-customer” rules and regulations with respect to the Applicant Borrower. If the Administrative Agent and the Tranche A Lenders agree that an Applicant Borrower shall be a Tranche A Designated Subsidiary Borrower under the Tranche A Commitments, then promptly following receipt of all such Security Documents and requested resolutions, incumbency certificates, opinions of counsel and other documents or informationCredit Documents, the Administrative Agent shall send a notice in substantially have no obligation to undertake any of the form foregoing actions, and, if it takes any such action it shall have no liability to any Borrower to continue the same or for the sufficiency or adequacy thereof. At the request of Exhibit I (a “Designated Subsidiary Borrower Notice”) to the Parent Borrower and the Tranche A Lenders specifying the effective date upon which such Applicant Administrative Agent, each Borrower shall constitute a Tranche A Designated Subsidiary Borrower under the Tranche A Commitments, whereupon each of the Tranche A Lenders agrees to permit such Tranche A Designated Subsidiary Borrower to obtain Tranche A Letters of Credit hereunder, on the terms and conditions set forth herein, and each of the parties agrees that such Tranche A Designated Subsidiary Borrower otherwise shall be a Borrower for ratify all purposes of this Agreement; provided any such effective date shall not be sooner than five Business Days after actions taken by the Administrative Agent and the Tranche A Lenders have received all such Security Documents and requested resolutions, incumbency certificates, opinions of counsel and other documents or informationhereunder.

Designated Subsidiary Borrowers. (a) The Parent Borrower may at any time, upon not less than 10 Business Days’ notice to the Administrative Agent (or such shorter notice as the Administrative Agent may, in its sole discretion, permit), request to designate any additional Subsidiary of the Parent Borrower (an “Applicant Borrower”) as a Tranche A Designated Subsidiary Borrower by delivering to the Administrative Agent (which shall promptly deliver counterparts thereof to each Tranche A Lender) a duly executed notice and agreement in substantially the form of Exhibit H (a “Designated Subsidiary Borrower Request and Assumption Agreement”). The parties hereto DB1/ 115371409.4 acknowledge and agree that prior to any Applicant Borrower becoming entitled to utilize the Tranche A Commitments, such Applicant Borrower shall have executed a joinder to the Security Agreement and a Control Agreement (or joinder thereto) and the Administrative Agent and the Tranche A Lenders shall have received such supporting resolutions, incumbency certificates, opinions of counsel and other documents or information, in form, content and scope reasonably satisfactory to the Administrative Agent, as may be required by the Administrative Agent or the Majority Tranche A Lenders in their sole discretion, including all documents and information required by regulatory authorities under applicable “know-your-customer” rules and regulations with respect to the Applicant Borrower. If the Administrative Agent and the Tranche A Lenders agree that an Applicant Borrower shall be a Tranche A Designated Subsidiary Borrower under the Tranche A Commitments, then promptly following receipt of all such Security Documents and requested resolutions, incumbency certificates, opinions of counsel and other documents or information, the Administrative Agent shall send a notice in substantially the form of Exhibit I (a “Designated Subsidiary Borrower Notice”) to the Parent Borrower and the Tranche A Lenders specifying the effective date upon which such Applicant Borrower shall constitute a Tranche A Designated Subsidiary Borrower under the Tranche A Commitments, whereupon each of the Tranche A Lenders agrees to permit such Tranche A Designated Subsidiary Borrower to obtain Tranche A Letters of Credit hereunder, on the terms and conditions set forth herein, and each of the parties agrees that such Tranche A Designated Subsidiary Borrower otherwise shall be a Borrower for all purposes of this Agreement; provided any such effective date shall not be sooner than five Business Days after the Administrative Agent and the Tranche A Lenders have received all such Security Documents and requested resolutions, incumbency certificates, opinions of counsel and other documents or information.