Common use of Designation of a Borrowing Subsidiary Clause in Contracts

Designation of a Borrowing Subsidiary. The designation of a Material Domestic Subsidiary as a Borrowing Subsidiary pursuant to Section 2.23 is subject to the condition precedent that the Parent or such proposed Borrowing Subsidiary shall have furnished or caused to be furnished to the Administrative Agent: (a) Executed counterparts of each of the Borrowing Subsidiary Agreement, a joinder to the Guaranty, a joinder to the Security Agreement and each other Collateral Document that the Administrative Agent may request; (b) Copies, certified by the secretary or assistant secretary of such Material Domestic Subsidiary, of resolutions of its board of directors or other applicable governing body (and resolutions of other bodies, if any are deemed necessary by the Administrative Agent) approving the Borrowing Subsidiary Agreement and any other Loan Documents to which such Material Domestic Subsidiary is becoming a party and such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of such Material Domestic Subsidiary; (c) An incumbency certificate, executed by the secretary or assistant secretary of such Material Domestic Subsidiary, which shall identify by name and title and bear the signature of the officers of such Material Domestic Subsidiary authorized to request Advances hereunder and sign the Borrowing Subsidiary Agreement and the other Loan Documents to which such Material Domestic Subsidiary is becoming a party, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Parent or such Material Domestic Subsidiary; (d) If requested by the Administrative Agent, opinions of counsel to such Material Domestic Subsidiary, in form and substance reasonably satisfactory to the Administrative Agent and its counsel, with respect to the laws of its jurisdiction of organization, creation and perfection of security interests, and such other matters as are reasonably requested by the Administrative Agent or its counsel and addressed to the Administrative Agent and the Lenders; (e) To the extent requested by any Lender, Notes for each Lender, and any other instruments and documents reasonably requested by the Administrative Agent; and (f) All documentation and other information reasonably requested by the Lenders or the Administrative Agent under applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act.

Designation of a Borrowing Subsidiary. The designation of a Material Domestic Subsidiary as a Borrowing Subsidiary pursuant to Section 2.23 is subject to the condition precedent that the Parent or such proposed Borrowing Subsidiary shall have furnished or caused to be furnished to the Administrative Agent: (a) Executed counterparts of each of the Borrowing Subsidiary Agreement, a joinder to the Guaranty, a joinder to the Security Agreement and each other Collateral Document that the Administrative Agent may request; (b) Copies, certified by the secretary or assistant secretary of such Material Domestic Subsidiary, of resolutions of its board of directors or other applicable governing body (and resolutions of other bodies, if any are deemed necessary by the Administrative Agent) approving the Borrowing Subsidiary Agreement and any other Loan Documents to which such Material Domestic Subsidiary is becoming a party and such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of such Material Domestic Subsidiary; (c) An incumbency certificate, executed by the secretary or assistant secretary of such Material Domestic Subsidiary, which shall identify by name and title and bear the signature of the officers of such Material Domestic Subsidiary authorized to request Advances hereunder and sign the Borrowing Subsidiary Agreement and the other Loan Documents to which such Material Domestic Subsidiary is becoming a party, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Parent or such Material Domestic Subsidiary; (d) If requested by the Administrative Agent, opinions of counsel to such Material Domestic Subsidiary, in form and substance reasonably satisfactory to the Administrative Agent and its counsel, with respect to the laws of its jurisdiction of organization, creation and perfection of security interests, and such other matters as are reasonably requested by the Administrative Agent or its counsel and addressed to the Administrative Agent and the Lenders; (e) To the extent requested by any Lender, Notes for each Lender, and any other instruments and documents reasonably requested by the Administrative Agent; and (f) All documentation and other information reasonably requested by the Lenders or the Administrative Agent under required to comply with the internal policy guidelines of the applicable Lender or the Administrative Agent or applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act.

Designation of a Borrowing Subsidiary. The designation of a Material Domestic Subsidiary as a Borrowing Subsidiary pursuant to Section 2.23 2.19 is subject to the condition precedent that the Parent or such proposed Borrowing Subsidiary shall have furnished or caused to be furnished to the Administrative Agent: (a) Executed counterparts of each of the Borrowing Subsidiary Agreement, a joinder to the Guaranty, a joinder to the Security Agreement and each other Collateral Document that the Administrative Agent may request; (b) Copies, certified by the secretary or assistant secretary of such Material Domestic Subsidiary, of resolutions of its board of directors or other applicable governing body (and resolutions of other bodies, if any are deemed necessary by the Administrative Agent) approving the Borrowing Subsidiary Agreement and any other Loan Documents to which such Material Domestic Subsidiary is becoming a party and such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of such Material Domestic Subsidiary; (c) An incumbency certificate, executed by the secretary or assistant secretary of such Material Domestic Subsidiary, which shall identify by name and title and bear the signature of the officers of such Material Domestic Subsidiary authorized to request Advances hereunder and sign the Borrowing Subsidiary Agreement and the other Loan Documents to which such Material Domestic Subsidiary is becoming a party, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Parent or such Material Domestic Subsidiary; (d) If requested by the Administrative Agent, opinions of counsel to such Material Domestic Subsidiary, in form and substance reasonably satisfactory to the Administrative Agent and its counsel, with respect to the laws of its jurisdiction of organization, creation and perfection of security interests, and such other matters as are reasonably requested by the Administrative Agent or its counsel and addressed to the Administrative Agent and the Lenders; (e) To the extent requested by any Lender, Notes for each Lender, and any other instruments and documents reasonably requested by the Administrative Agent; and (f) All documentation and other information reasonably requested by the Lenders or the Administrative Agent under applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Patriot Act.

Designation of a Borrowing Subsidiary. The designation of a Material Domestic Subsidiary as a Borrowing Subsidiary pursuant to Section 2.23 is after the Effective Date is, except to the extent waived in writing by the Administrative Agent in its reasonable discretion (provided that, the Administrative Agent may not waive the condition precedent set forth in Section 4.03(i)), subject to the condition precedent that the Parent Borrower Representative or such proposed Borrowing Subsidiary shall have furnished or caused to be furnished to the Administrative Agent: (a) Executed counterparts (i) a certificate of each such Subsidiary, executed by its Secretary or Assistant Secretary, which shall (A) certify the resolutions of its Board of Directors, members or other body authorizing the execution, delivery and performance of the Borrowing Subsidiary Agreement, a joinder to the Guaranty, a joinder to the Security this Agreement and each other Collateral Document that the Administrative Agent may request; (b) Copies, certified by the secretary or assistant secretary of such Material Domestic Subsidiary, of resolutions of its board of directors or other applicable governing body (and resolutions of other bodies, if any are deemed necessary by the Administrative Agent) approving the Borrowing Subsidiary Agreement and any other Loan Documents to which such Material Domestic Subsidiary it is becoming a party and such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organizationparty, existence and good standing of such Material Domestic Subsidiary; (cB) An incumbency certificate, executed by the secretary or assistant secretary of such Material Domestic Subsidiary, which shall identify by name and title and bear the signature signatures of the officers Financial Officers and any other Responsible Officers of such Material Domestic Subsidiary authorized to request Advances hereunder and sign the Borrowing Subsidiary Agreement, this Agreement and the other Loan Documents to which such Material Domestic Subsidiary it is becoming a party, upon which and (C) contain appropriate attachments, including the certificate the Administrative Agent and the Lenders shall be entitled to rely until informed or articles of any change in writing incorporation or organization (or similar governing document) of such Subsidiary certified by the Parent relevant authority of the jurisdiction of organization of such Subsidiary and a true and correct copy of its by-laws or operating, management or partnership agreement (or similar governing document), and (ii) a good standing certificate for such Material Domestic SubsidiarySubsidiary from its jurisdiction of organization; (db) If requested by the Administrative Agent, opinions Opinions of counsel to such Material Domestic Subsidiary, in form and substance reasonably satisfactory to the Administrative Agent and its counsel, with respect to the laws of its jurisdiction of organization, creation and perfection of security interests, organization and such other matters as are substantially consistent with the legal opinions delivered on the Effective Date pursuant to Section 4.01(e) or as otherwise reasonably requested by acceptable to the Administrative Agent or its counsel and addressed to the Administrative Agent Agent, the Issuing Bank and the LendersLenders as of the date thereof; (ec) To the extent Any promissory notes requested by any Lender, Notes for each Lender, and any other instruments and documents substantially consistent with the documents delivered on the Effective Date pursuant to Section 4.01 and reasonably requested by the Administrative Agent; ; (d) A certificate, signed by the chief financial officer of such Subsidiary and dated the applicable Borrowing Subsidiary Effective Date, (i) stating that no Default has occurred and is continuing, (ii) stating that the representations and warranties contained in Article III are true and correct in all material respects as of such date (or, with respect to any representation or warranty which by its terms is made as of a specified date, true and correct in all material respects only as of such specified date, and, with respect to any representation or warranty which is subject to any materiality qualifier, true and correct in all respects) and (iii) certifying any other factual matters as may be reasonably requested by the Administrative Agent (including solvency); (e) A notice from the Borrower Representative setting forth the Funding Accounts of such Subsidiary to which the Lenders are authorized to transfer the proceeds of any Borrowings requested or authorized pursuant to this Agreement; (f) Copies of such Collateral Documents (and notices of security relating to such documents) as the Administrative Agent may reasonably request, duly executed by such Subsidiary, and other evidence reasonably satisfactory to the Administrative Agent that all filings and other actions have been taken for the Administrative Agent to have a perfected security interest in the Collateral of such Subsidiary to the extent such perfection is required by the Loan Documents; (g) To the extent requested by the Administrative Agent, a true and complete wholesale customer list of such Subsidiary as of the applicable Borrowing Subsidiary Effective Date, which list shall state each customer’s name, mailing address and phone number and shall be certified as true by a Financial Officer of the Borrower Representative; (h) A Borrowing Base Certificate as of a date reasonably near but on or prior to the Borrowing Subsidiary Effective Date; (i) All documentation and other information reasonably requested by the Lenders or regarding such Subsidiary that the Administrative Agent or any of the Lenders have reasonably determined is required by bank regulatory authorities under applicable “know your know-your-customer” and anti-money laundering rules and regulations, including the PATRIOT ActPatriot Act and Canadian Anti-Money Laundering and Anti-Terrorism Legislation; (j) To the extent reasonably requested by the Administrative Agent, reasonably satisfactory appraisals of Inventory and field exams from appraisers reasonably satisfactory to the Administrative Agent; and (k) Payment of all fees required to be paid and all expenses for which invoices have been presented (including, without limitation, the reasonable fees and expenses of legal counsel payable pursuant to this Agreement), in each case, in connection with the designation of such Subsidiary as a Borrowing Subsidiary; and (l) Such other documents and the Loan Parties shall have taken such other actions, including entering into any amendments to this Agreement or any other Loan Document, in each case, in relation to the designation of a Borrowing Subsidiary that is or will be an Approved Foreign Subsidiary, to the extent required by any Lender as a condition to its approval of such Approved Foreign Subsidiary.