Common use of Eligibility of Foreign Subsidiaries Clause in Contracts

Eligibility of Foreign Subsidiaries. At any time, at the request of the Company, (i) a Schedule 5 Foreign Subsidiary or, (ii) with the consent of the Global Agent and the Lenders, a Foreign Subsidiary organized under the laws of any other jurisdiction, may become a Foreign Subsidiary Borrower hereunder, provided that (i) only a Foreign Subsidiary that is organized under the laws of Canada or any Province thereof may become the Canadian Borrower and no Foreign Subsidiary organized under the laws of Canada or any Province thereof may become a Foreign Revolving Facility Borrower; (ii) prior to becoming a Foreign Subsidiary Borrower, the Company has provided to the Global Agent a written request signed by the Company and such Foreign Subsidiary, that such Foreign Subsidiary be designated as a Foreign Subsidiary Borrower pursuant to the terms of this Agreement; (iii) such Foreign Subsidiary shall be a wholly-owned Subsidiary of the Company; (iv) the Company and such Foreign Subsidiary shall have satisfied the conditions precedent set forth in Section 5.02; (v) other than with respect to a Schedule 5 Foreign Subsidiary, the addition of such Foreign Subsidiary as a Foreign Subsidiary Borrower hereunder shall not result in withholding tax liability or other adverse tax consequences or adverse legal impact to the Global Agent, any LC Issuer or any Lender hereunder or would result in the Global Agent, any LC Issuer or any Lender not being a Qualifying Lender; (vi) with respect to a Schedule 5 Foreign Subsidiary, the addition of such Foreign Subsidiary as a Foreign Subsidiary Borrower hereunder shall not result in withholding tax liability or other adverse tax consequences or adverse legal impact to the Global Agent, any LC Issuer or any Lender hereunder or would result in the Global Agent, any LC Issuer or any Lender not being a Qualifying Lender, provided that any failure to satisfy the foregoing conditions in this subclause (vi) shall result solely from a change in law occurring after the Closing Date; (vii) other than with respect to a Schedule 5 Foreign Subsidiary, at the time of the request by the Company that such Foreign Subsidiary be added as Foreign Subsidiary Borrower and after giving effect to the addition of such Foreign Subsidiary as a Foreign Subsidiary Borrower, each Lender shall be a Qualifying Lender and no Event of Default shall exist or begin to exist; and (viii) with respect to a Schedule 5 Foreign Subsidiary, at the time of the request by the Company that such Foreign Subsidiary be added as Foreign Subsidiary Borrower and after giving effect to the addition of such Foreign Subsidiary as a Foreign Subsidiary Borrower, each Lender shall be a Qualifying Lender (provided that a failure of a Lender to be a Qualifying Lender shall result solely from a change in law occurring after the Closing Date) and no Event of Default shall exist or begin to exist.

Eligibility of Foreign Subsidiaries. At any timetime after the Closing Date, at the request of the Company, (i) a Schedule 5 Foreign Subsidiary or, (ii) with the consent of the Global Agent and the Lenders, a Foreign Subsidiary organized under the laws of any other jurisdiction, may become a Foreign Subsidiary Borrower hereunder, provided that (i) only a Foreign Subsidiary that is organized under the laws of Canada or any Province province or territory thereof may become the Canadian Borrower and no Foreign Subsidiary organized under the laws of Canada or any Province province or territory thereof may become a Foreign Revolving Facility Borrower; (ii) prior to becoming a Foreign Subsidiary Borrower, the Company has provided to the Global Agent a written request signed by the Company and such Foreign Subsidiary, that such Foreign Subsidiary be designated as a Foreign Subsidiary Borrower pursuant to the terms of this Agreement; (iii) such Foreign Subsidiary shall be a wholly-owned Subsidiary of the Company; (iv) the Company and such Foreign Subsidiary shall have satisfied the conditions precedent set forth in Section 5.02; (v) other than with respect to a Schedule 5 Foreign Subsidiary, the addition of such Foreign Subsidiary as a Foreign Subsidiary Borrower hereunder shall not result in withholding tax liability or other adverse tax consequences or adverse legal impact to the Global Agent, any LC Issuer or any Lender hereunder or would result in the Global Agent, any LC Issuer or any Lender not being a Qualifying Lender; (vi) with respect to a Schedule 5 Foreign Subsidiary, the addition of such Foreign Subsidiary as a Foreign Subsidiary Borrower hereunder shall not result in withholding tax liability or other adverse tax consequences or adverse legal impact to the Global Agent, any LC Issuer or any Lender hereunder or would result in the Global Agent, any LC Issuer or any Lender not being a Qualifying Lender, provided that any failure to satisfy the foregoing conditions in this subclause (vi) shall result solely from a change in law occurring after the Closing Date; (vii) other than with respect to a Schedule 5 Foreign Subsidiary, at the time of the request by the Company that such Foreign Subsidiary be added as Foreign Subsidiary Borrower and after giving effect to the addition of such Foreign Subsidiary as a Foreign Subsidiary Borrower, each Lender shall be a Qualifying Lender and no Event of Default shall exist or begin to exist; and (viii) with respect to a Schedule 5 Foreign Subsidiary, at the time of the request by the Company that such Foreign Subsidiary be added as Foreign Subsidiary Borrower and after giving effect to the addition of such Foreign Subsidiary as a Foreign Subsidiary Borrower, each Lender shall be a Qualifying Lender (provided that a failure of a Lender to be a Qualifying Lender shall result solely from a change in law occurring after the Closing Date) and no Event of Default shall exist or begin to exist.

Eligibility of Foreign Subsidiaries. At any time, at the request of the Company, (i) a Schedule 5 Foreign Subsidiary or, (ii) with the consent of the Global Agent and the Lenders, a Foreign Subsidiary organized under of the laws of any other jurisdiction, Company may become a Foreign Subsidiary Borrower hereunder, provided that (i) only a Foreign Subsidiary that is organized under the laws of Canada or any Province thereof may become the a Canadian Borrower and no Foreign Subsidiary organized under the laws of Canada or any Province thereof may become a Foreign Revolving Facility Borrower; (ii) prior to becoming a Foreign Subsidiary Borrower, the Company has provided to the Global Agent a written request signed by the Company and such Foreign Subsidiary, that such Foreign Subsidiary be designated as a Foreign Subsidiary Borrower pursuant to the terms of this Agreement, which request the Global Agent shall promptly forward to each Lender; (iii) such Foreign Subsidiary shall be a wholly-owned Subsidiary of the Company; (iv) the Company and such Foreign Subsidiary shall have satisfied the conditions precedent set forth in Section 5.024.02; (v) other than with respect to a Schedule 5 Foreign Subsidiary, the addition of such Foreign Subsidiary as a Foreign Subsidiary Borrower hereunder shall not result in withholding tax liability or other adverse tax consequences or adverse legal impact to the Global Agent, any LC Issuer or any Lender hereunder or would result in the Global Agenthereunder, any LC Issuer or including without limitation, notice by any Lender not being a Qualifying Lender; (vi) with respect to a Schedule 5 Foreign Subsidiary, the addition of such Foreign Subsidiary as a Foreign Subsidiary Borrower hereunder shall not result in withholding tax liability or other adverse tax consequences or adverse legal impact to the Global Agent, any LC Issuer or any Lender hereunder or would result in within fifteen (15) days of such Lender’s receipt from the Global AgentAgent of the Company’s request under clause (ii) above, any LC Issuer that such prospective Foreign Subsidiary Borrower is organized under the laws of a jurisdiction in which such Lender is prohibited or any Lender not being a Qualifying restricted from making Revolving Credit Loans, as determined by such Lender, provided that any failure to satisfy the foregoing conditions in this subclause ; and (vi) shall result solely from a change in law occurring after the Closing Date; (vii) other than with respect to a Schedule 5 Foreign Subsidiary, at the time of the request by the Company that such Foreign Subsidiary be added as Foreign Subsidiary Borrower and after giving effect to the addition of such Foreign Subsidiary as a Foreign Subsidiary Borrower, each Lender shall be a Qualifying Lender and no Event of Default shall exist or begin to exist; and (viii) with respect to a Schedule 5 Foreign Subsidiary, at the time of the request by the Company that such Foreign Subsidiary be added as Foreign Subsidiary Borrower and after giving effect to the addition of such Foreign Subsidiary as a Foreign Subsidiary Borrower, each Lender shall be a Qualifying Lender (provided that a failure of a Lender to be a Qualifying Lender shall result solely from a change in law occurring after the Closing Date) and no Event of Default shall exist or begin to exist.

Eligibility of Foreign Subsidiaries. At any time, at time after the request of the Company, (i) a Schedule 5 Foreign Subsidiary or, (ii) with the consent of the Global Agent and the LendersClosing Date, a Foreign Subsidiary organized under of the laws of any other jurisdiction, Company may become a Foreign Subsidiary Borrower hereunder, provided that (i) only a Foreign Subsidiary that is organized under the laws of Canada or any Province thereof may become the a Canadian Borrower and no Foreign Subsidiary organized under the laws of Canada or any Province thereof may become a Foreign Revolving Facility Borrower; (ii) prior to becoming a Foreign Subsidiary Borrower, the Company has provided to the Global Administrative Agent and each Lender 10 days prior to the proposed borrowing date for such Foreign Subsidiary a written request signed by the Company and such Foreign Subsidiary, that such Foreign Subsidiary be designated as a Foreign Subsidiary Borrower pursuant to the terms of this Agreement; (iii) such Foreign Subsidiary shall be a wholly-owned direct or indirect Subsidiary of the CompanyCompany (except for directors’ qualifying shares or nominal equity interests required to be held by someone other than the Company or a Subsidiary under applicable law); (iv) the Company and such Foreign Subsidiary shall have satisfied the conditions precedent set forth in Section 5.027.03; (v) other than with respect to a Schedule 5 Foreign Subsidiary, the addition of such Foreign Subsidiary as a Foreign Subsidiary Borrower hereunder shall not result in withholding tax liability or other adverse tax consequences or adverse legal impact to the Global Administrative Agent, any LC Issuer or any Lender hereunder or would result in the Global Agent, any LC Issuer or any Lender not being a Qualifying Lenderhereunder; (vi) with respect to a Schedule 5 Foreign Subsidiary, the addition of such Foreign Subsidiary as a Foreign Subsidiary Borrower hereunder shall not result in withholding tax liability or other adverse tax consequences or adverse legal impact to the Global Agent, any LC Issuer or any Lender hereunder or would result in the Global Agent, any LC Issuer or any Lender not being a Qualifying Lender, provided that any failure to satisfy the foregoing conditions in this subclause (vi) shall result solely from a change in law occurring after the Closing Date; (vii) other than with respect to a Schedule 5 Foreign Subsidiary, at the time of the request by the Company that such Foreign Subsidiary be added as Foreign Subsidiary Borrower and after giving effect to the addition of such Foreign Subsidiary as a Foreign Subsidiary Borrower, each Lender shall be a Qualifying Lender and no Default or Event of Default shall exist or begin to exist; and (viiivii) with respect after the giving of any notice pursuant to a Schedule 5 Foreign Subsidiarythis Section 2.09(b), at if the time of the request by the Company that such Foreign Subsidiary be added as Foreign Subsidiary Borrower and after giving effect to the addition designation of such Foreign Subsidiary as a Foreign Subsidiary Borrower, each Lender shall be a Qualifying Lender (provided that a failure of a Borrower obligates the Administrative Agent or any Lender to comply with “know your customer” or similar identification procedures in circumstances where the necessary information is not already available to it, the Company shall, promptly upon the request of the Administrative Agent or any Lender, supply such documentation and other evidence as is reasonably requested by the Administrative Agent or any Lender in order for the Administrative Agent or such Lender to carry out and be a Qualifying Lender shall result solely from a change in law occurring after satisfied it has complied with the Closing Date) results of all necessary “know your customer” or other similar checks under all applicable laws and no Event of Default shall exist or begin to existregulations.