Common use of First Borrowing by Each Borrowing Subsidiary Clause in Contracts

First Borrowing by Each Borrowing Subsidiary. On or prior to the first date on which Loans are made to or Letters of Credit are issued for the benefit of any Borrowing Subsidiary: (a) The Credit Parties shall have received the favorable written opinion of counsel satisfactory to the Administrative Agent, addressed to the Credit Parties and satisfactory to the Credit Parties and to Cravath, Swaine & Xxxxx LLP, counsel for the Administrative Agent, addressing such legal issues as the Administrative Agent or such counsel may reasonably request. (b) The Administrative Agent shall have received a copy of the Borrowing Subsidiary Agreement executed by such Borrowing Subsidiary. (c) It shall not be unlawful for such Subsidiary to become a Borrower hereunder or for any Lender to make Loans or otherwise extend credit to such Subsidiary as provided herein or for any Issuing Bank to issue Letters of Credit for the account of such Subsidiary. (d) The Credit Parties shall have received (i) all documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act and (ii) such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of such Borrowing Subsidiary, the authorization of the Transactions insofar as they relate to such Borrowing Subsidiary and any other legal matters relating to such Borrowing Subsidiary, its Borrowing Subsidiary Agreement or such Transactions, all in form and substance reasonably satisfactory to the Administrative Agent and its counsel.

First Borrowing by Each Borrowing Subsidiary. On or prior to the first date on which Loans are made to or Letters of Credit are issued for the benefit of any Borrowing Subsidiary: (a) The Credit Parties shall have received the favorable written opinion of counsel satisfactory to the Administrative Agent, addressed to the Credit Parties and satisfactory to the Credit Parties and to Cravath, Swaine & Xxxxx LLP, counsel for the Administrative Agent, addressing such legal issues as the Administrative Agent or such counsel may reasonably request. (b) The Administrative Agent shall have received a copy of the Borrowing Subsidiary Agreement executed by such Borrowing Subsidiary. (c) It shall not be unlawful for such Subsidiary to become a Borrower hereunder or for any Lender to make Loans or otherwise extend credit to such Subsidiary as provided herein or for any Issuing Bank to issue Letters of Credit for the account of such Subsidiary. (d) The Credit Parties shall have received (i) all documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act and (ii) such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of such Borrowing Subsidiary, the authorization of the Transactions insofar as they relate to such Borrowing Subsidiary and any other legal matters relating to such Borrowing Subsidiary, its Borrowing Subsidiary Agreement or such Transactions, all in form and substance reasonably satisfactory to the Administrative Agent and its counsel.

First Borrowing by Each Borrowing Subsidiary. On or prior to In the case of the first date on which Loans are made to or Letters of Credit are issued for Borrowing after the benefit of any Effective Date by each Borrowing SubsidiarySubsidiary hereunder: (a) The Credit Parties Administrative Agent shall have received the favorable written an opinion of counsel satisfactory for such Borrowing Subsidiary acceptable to the Administrative Agent, addressed substantially in the form of Exhibit I hereto (with appropriate assumptions, exceptions and qualifications reasonably acceptable to the Credit Parties and satisfactory to the Credit Parties and to Cravath, Swaine & Xxxxx LLP, counsel for the Administrative Agent, addressing such legal issues as the Administrative Agent or reflecting the laws of the relevant jurisdiction) and covering such counsel additional matters as the Required Banks may reasonably request.; and (b) The Administrative Agent shall have received a copy for each Bank (i) certified copies of resolutions of the Board of Directors (or comparable authorizing documents) of such Borrowing Subsidiary Agreement executed by authorizing the execution, delivery and performance of this Agreement, including the execution and delivery of an Election to Participate, and the Borrowing Subsidiary's Notes, indicating the authorized signers of this Agreement, through the Election to Participate, and the Borrowing Subsidiary's Notes and all other documents relating thereto and the specimen signatures of such signers and (ii) copies of such Borrowing Subsidiary's charter and by-laws (or other comparable constituent documents) certified by the Secretary or other appropriate officer of such Borrowing Subsidiary together with (if available in the relevant jurisdiction) a certificate of good standing (or similar document) certified by the appropriate governmental officer in the jurisdiction of such Borrowing Subsidiary's incorporation. (c) It shall not be unlawful for In the case of such first Borrowing by GBC Nederland B.V., the consultation procedure with the works council (ondernemingsraad) of such Subsidiary pursuant to become a Borrower hereunder or for any Lender to make Loans or otherwise extend credit to such Subsidiary as provided herein or for any Issuing Bank to issue Letters of Credit for the account of such Subsidiary. (d) The Credit Parties shall have received (i) all documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act and (ii) such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of such Borrowing Subsidiary, the authorization section 25 of the Transactions insofar as they relate Dutch Works Councils Act (Wet op de ondernemingsraden) has been completed. The documents referred to such Borrowing Subsidiary and any other legal matters relating to such Borrowing Subsidiary, its Borrowing Subsidiary Agreement or such Transactions, all in form and substance reasonably satisfactory this Section 11.3 shall be delivered to the Administrative Agent and its counselby the Borrower no later than the date of the first Borrowing by such Borrower. The opinion referred to in clause (a) above shall be dated on or prior to the date of the first Borrowing by such Borrower hereunder.

First Borrowing by Each Borrowing Subsidiary. On or prior to In the case of the first date on Borrowing after the Effective Date by each Borrowing Subsidiary which Loans are made to or Letters of Credit are issued for becomes a party hereto after the benefit of any Borrowing SubsidiaryEffective Date: (a) The Credit Parties Administrative Agent shall have received the favorable written an opinion of counsel satisfactory for such Borrowing Subsidiary acceptable to the Administrative Agent, addressed substantially in the form of Exhibit I hereto (with appropriate assumptions, exceptions and qualifications reasonably acceptable to the Credit Parties and satisfactory to the Credit Parties and to Cravath, Swaine & Xxxxx LLP, counsel for the Administrative Agent, addressing such legal issues as the Administrative Agent or reflecting the laws of the relevant jurisdiction) and covering such counsel additional matters as the Required Banks may reasonably request.; and (b) The Administrative Agent shall have received a copy of the Borrowing Subsidiary Agreement executed by such Borrowing Subsidiary. (c) It shall not be unlawful for such Subsidiary to become a Borrower hereunder or for any Lender to make Loans or otherwise extend credit to such Subsidiary as provided herein or for any Issuing each Bank to issue Letters of Credit for the account of such Subsidiary. (d) The Credit Parties shall have received (i) all documentation certified copies of resolutions of the board of directors (or comparable authorizing documents) of such Borrowing Subsidiary authorizing the execution, delivery and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulationsperformance of this Agreement, including the USA PATRIOT Act execution and delivery of an Election to Participate, and the Borrowing Subsidiary's Notes, indicating the authorized signers of this Agreement, through the Election to Participate, and the Borrowing Subsidiary's Notes and all other documents relating thereto and the specimen signatures of such signers and (ii) such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing copies of such Borrowing Subsidiary, 's charter and by-laws (or other comparable constituent documents) certified by the authorization Secretary or other appropriate officer of the Transactions insofar as they relate to such Borrowing Subsidiary and any other legal matters relating to together with (if available in the relevant jurisdiction) a certificate of good standing (or similar document) certified by the appropriate governmental officer in the jurisdiction of such Borrowing Subsidiary, its Borrowing Subsidiary Agreement or such Transactions, all 's incorporation. The documents referred to in form and substance reasonably satisfactory this Section 11.3 shall be delivered to the Administrative Agent and its counselby the Borrower no later than the date of the first Borrowing by such Borrower. The opinion referred to in clause (a) above shall be dated on or prior to the date of the first Borrowing by such Borrower hereunder.

First Borrowing by Each Borrowing Subsidiary. On or prior to the first date on which Loans are made to or Letters of Credit are issued for the benefit of any Borrowing Subsidiary: (a) The Credit Parties shall have received the favorable written opinion of counsel satisfactory to the Administrative Agent, addressed to the Credit Parties and satisfactory to the Credit Parties and to Cravath, Swaine & Xxxxx LLP, counsel for the Administrative Agent, addressing such legal issues as the Administrative Agent or such counsel may reasonably request. (b) The Administrative Agent shall have received a copy of the Borrowing Subsidiary Agreement executed by such Borrowing Subsidiary. (c) It shall not be unlawful for such Subsidiary to become a Borrower hereunder or for any Lender to make Loans or otherwise extend credit to such Subsidiary as provided herein or for any Issuing Bank to issue Letters of Credit for the account of such Subsidiary. (d) The Credit Parties shall have received (i) all documentation and other information required by bank regulatory authorities under applicable “know your 70 customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act and (ii) such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of such Borrowing Subsidiary, the authorization of the Transactions insofar as they relate to such Borrowing Subsidiary and any other legal matters relating to such Borrowing Subsidiary, its Borrowing Subsidiary Agreement or such Transactions, all in form and substance reasonably satisfactory to the Administrative Agent and its counsel.

First Borrowing by Each Borrowing Subsidiary. On or prior to In the case of the first date on Borrowing after the Effective Date by each Borrowing Subsidiary which Loans are made to or Letters of Credit are issued for becomes a party hereto after the benefit of any Borrowing SubsidiaryEffective Date: (a) The Credit Parties Administrative Agent shall have received the favorable written an opinion of counsel satisfactory for such Borrowing Subsidiary acceptable to the Administrative Agent, addressed substantially in the form of Exhibit I hereto (with appropriate assumptions, exceptions and qualifications reasonably acceptable to the Credit Parties and satisfactory to the Credit Parties and to Cravath, Swaine & Xxxxx LLP, counsel for the Administrative Agent, addressing such legal issues as the Administrative Agent or reflecting the laws of the relevant jurisdiction) and covering such counsel additional matters as the Required Banks may reasonably request.; and (b) The Administrative Agent shall have received a copy of the Borrowing Subsidiary Agreement executed by such Borrowing Subsidiary. (c) It shall not be unlawful for such Subsidiary to become a Borrower hereunder or for any Lender to make Loans or otherwise extend credit to such Subsidiary as provided herein or for any Issuing each Bank to issue Letters of Credit for the account of such Subsidiary. (d) The Credit Parties shall have received (i) all documentation certified copies of resolutions of the Board of Directors (or comparable authorizing documents) of such Borrowing Subsidiary authorizing the execution, delivery and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulationsperformance of this Agreement, including the USA PATRIOT Act execution and delivery of an Election to Participate, and the Borrowing Subsidiary's Notes, indicating the authorized signers of this Agreement, through the Election to Participate, and the Borrowing Subsidiary's Notes and all other documents relating thereto and the specimen signatures of such signers and (ii) such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing copies of such Borrowing Subsidiary, 's charter and by-laws (or other comparable constituent documents) certified by the authorization Secretary or other appropriate officer of the Transactions insofar as they relate to such Borrowing Subsidiary and any other legal matters relating to together with (if available in the relevant jurisdiction) a certificate of good standing (or similar document) certified by the appropriate governmental officer in the jurisdiction of such Borrowing Subsidiary, its Borrowing Subsidiary Agreement or such Transactions, all 's incorporation. The documents referred to in form and substance reasonably satisfactory this Section 11.3 shall be delivered to the Administrative Agent and its counselby the Borrower no later than the date of the first Borrowing by such Borrower. The opinion referred to in clause (a) above shall be dated on or prior to the date of the first Borrowing by such Borrower hereunder.

First Borrowing by Each Borrowing Subsidiary. On or prior to the first date on which Loans are made to or Letters of Credit are issued for the benefit of any Borrowing Subsidiary: (a) The Credit Parties shall have received the favorable written opinion of counsel satisfactory to the Administrative Agent, addressed to the Credit Parties and satisfactory to the Credit Parties and to Cravath, Swaine Shearman & Xxxxx Sterling LLP, counsel for the Administrative Agent, addressing such legal issues as the Administrative Agent or such counsel may reasonably request. (b) The Administrative Agent shall have received a copy of the Borrowing Subsidiary Agreement executed by such Borrowing Subsidiary. (c) It shall not be unlawful for such Subsidiary to become a Borrower hereunder or for any Lender to make Loans or otherwise extend credit to such Subsidiary as provided herein or for any Issuing Bank to issue Letters of Credit for the account of such Subsidiary. (d) (i) The Credit Parties shall have received (i) all documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act and (ii) such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of such Borrowing Subsidiary, the authorization of the Transactions insofar as they relate to such Borrowing Subsidiary and any other legal matters relating to such Borrowing Subsidiary, its Borrowing Subsidiary Agreement or such Transactions, all in form and substance reasonably satisfactory to the Administrative Agent and its counsel, (ii) the Credit Parties shall have received all documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act, in respect of such Borrowing Subsidiary and (iii) if such Borrowing Subsidiary qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, each Lender that so requests at least ten Business Days prior to the first date on which Loans are made to or Letters of Credit are issued for the benefit of such Borrowing Subsidiary, shall have received a Beneficial Ownership Certification in relation to such Borrowing Subsidiary no later than three Business Days prior to the first date on which Loans are made to or Letters of Credit are issued for the benefit of such Borrowing Subsidiary.

First Borrowing by Each Borrowing Subsidiary. On or prior to the first date on which Loans are made to or Letters of Credit are issued for the benefit of any Borrowing Subsidiary: (a) The Credit Parties shall have received the favorable written opinion of counsel satisfactory to the Administrative Agent, addressed to the Credit Parties and satisfactory to the Credit Parties and to Cravath, Swaine Xxxxxxxx & Xxxxx Sterling LLP, counsel for the Administrative Agent, addressing such legal issues as the Administrative Agent or such counsel may reasonably request. (b) The Administrative Agent shall have received a copy of the Borrowing Subsidiary Agreement executed by such Borrowing Subsidiary. (c) It shall not be unlawful for such Subsidiary to become a Borrower hereunder or for any Lender to make Loans or otherwise extend credit to such Subsidiary as provided herein or for any Issuing Bank to issue Letters of Credit for the account of such Subsidiary. (d) (i) The Credit Parties shall have received (i) all documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act and (ii) such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of such Borrowing Subsidiary, the authorization of the Transactions insofar as they relate to such Borrowing Subsidiary and any other legal matters relating to such Borrowing Subsidiary, its Borrowing Subsidiary Agreement or such Transactions, all in form and substance reasonably satisfactory to the Administrative Agent and its counsel, (ii) the Credit Parties shall have received all documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act, in respect of such Borrowing Subsidiary and (iii) if such Borrowing Subsidiary qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, each Lender that so requests at least ten Business Days prior to the first date on which Loans are made to or Letters of Credit are issued for the benefit of such Borrowing Subsidiary, shall have received a Beneficial Ownership Certification in relation to such Borrowing Subsidiary no later than three Business Days prior to the first date on which Loans are made to or Letters of Credit are issued for the benefit of such Borrowing Subsidiary.

First Borrowing by Each Borrowing Subsidiary. On or prior to the first date on which Loans are made to or Letters of Credit are issued for the benefit of any Borrowing Subsidiary: (a) The Credit Parties Lenders and any Issuing Banks shall have received the favorable written opinion of counsel satisfactory to the Administrative Agent, addressed to the Credit Parties Lenders and satisfactory to the Credit Parties Lenders, the Administrative Agent and to Cravath, Swaine & Xxxxx LLP, counsel for the Administrative Agent, addressing such legal issues as to the Administrative Agent or such counsel may reasonably requesteffect set forth in Exhibit C hereto. (b) The Administrative Agent Each Lender and any Issuing Banks shall have received a copy of the Borrowing Subsidiary Agreement executed by such Borrowing Subsidiary. (c) It shall not be unlawful for such Subsidiary to become a Borrower hereunder or for any Lender to make Loans or otherwise extend credit to such Subsidiary as provided herein or for any Issuing Bank to issue Letters of Credit for the account of such Subsidiary. (d) The Credit Parties Lenders and any Issuing Bank shall have received (i) all documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act and (ii) such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of such Borrowing Subsidiary, the authorization of the Transactions insofar as they relate to such Borrowing Subsidiary and any other legal matters relating to such Borrowing Subsidiary, its Borrowing Subsidiary Agreement or such Transactions, all in form and substance reasonably satisfactory to the Administrative Agent and its counsel.