Common use of Initial Loans to a Subsidiary Borrower Clause in Contracts

Initial Loans to a Subsidiary Borrower. The Lenders shall not be required to make Revolving Loans to any Subsidiary Borrower unless (i) the conditions precedent set forth in Sections 11.1 and 11.2 have been satisfied and (ii) the Administrative Agent shall have received all of the following, each duly executed and dated a date reasonably satisfactory to the Administrative Agent, and each in form and substance reasonably satisfactory to (and in the number of counterparts reasonably requested by) the Administrative Agent: (a) Certified copies of resolutions of the Board of Directors (or equivalent governing body) of such Subsidiary Borrower authorizing or ratifying the execution, delivery and performance by such Subsidiary Borrower of each Loan Document to which it is a party and the borrowings by such Subsidiary Borrower hereunder. (b) Certified copies of all documents evidencing any necessary corporate action, consents and governmental approvals (if any) required for the execution, delivery and performance by such Subsidiary Borrower of each Loan Document to which it is a party. (c) A certificate of the Secretary or an Assistant Secretary (or other appropriate representative) of such Subsidiary Borrower certifying a copy of the organizational documents of such Subsidiary Borrower and the names of the officers or other representatives of such Subsidiary Borrower authorized to sign the Loan Documents to which such entity is a party, together with a sample of the true signature of each such officer or representative (it being understood that the Administrative Agent and each Lender may conclusively rely on each such certificate until formally advised by a like certificate of any changes therein). (d) A good standing certificate or certificate of status for such Subsidiary Borrower from the Secretary of State (or similar applicable Governmental Authority) of its jurisdiction of formation if available in such jurisdiction. (e) A customary written opinion of counsel to such Subsidiary Borrower. (f) Such other documents as the Administrative Agent or any Lender through the Administrative Agent may reasonably request (including a Note issued by such Subsidiary Borrower in favor of each Lender that has requested a Note hereunder).

Initial Loans to a Subsidiary Borrower. The Lenders Banks shall not be required to make Revolving Loans to any Subsidiary Borrower unless (ia) the conditions precedent set forth in Sections 11.1 and 11.2 have been satisfied and (iib) such Subsidiary Borrower has furnished to the Administrative Agent shall have received all of with sufficient copies for the following, each duly executed and dated a date reasonably satisfactory to the Administrative Agent, and each in form and substance reasonably satisfactory to (and in the number of counterparts reasonably requested by) the Administrative AgentBanks: (ai) Certified copies of the resolutions of the Board board of Directors directors (or equivalent similar governing body) of such Subsidiary Borrower authorizing or ratifying the executiontransactions contemplated hereby, delivery and performance by such certified as of the date of the effectiveness of the applicable Subsidiary Borrower of each Loan Document to which it is a party and the borrowings Supplement by such Subsidiary Borrower hereunder. (b) Certified copies of all documents evidencing any necessary corporate action, consents and governmental approvals (if any) required for the execution, delivery and performance by such Subsidiary Borrower of each Loan Document to which it is a party. (c) A certificate of the Secretary or an Assistant Secretary or similar officer of such Subsidiary Borrower; (ii) a certificate of the Secretary or other appropriate representative) Assistant Secretary or similar officer of such Subsidiary Borrower certifying a copy of the organizational documents of such Subsidiary Borrower and the names and true signatures of the officers or other representatives of such Subsidiary Borrower authorized to sign the execute, deliver and perform, as applicable, this Agreement, and all other Loan Documents to which be delivered by it hereunder; (iii) the articles or certificate of incorporation (or similar charter document) and the bylaws (or similar governing documents) of such entity is a party, together with a sample Subsidiary Borrower as in effect on the date of the true signature effectiveness of each the applicable Subsidiary Borrower Supplement, certified by the Secretary or Assistant Secretary (or the general partner, member or manager, if applicable) of such officer or representative (it being understood that Subsidiary Borrower as of the Administrative Agent and each Lender may conclusively rely on each such certificate until formally advised by a like certificate date of any changes therein).the effectiveness of the applicable Subsidiary Borrower Supplement; (div) A a good standing certificate or certificate of status for such Subsidiary Borrower from the Secretary of State (or similar similar, applicable Governmental Authority) of its jurisdiction of formation if available in such jurisdiction.formation; (ev) A customary a written opinion of counsel to such Subsidiary Borrower., addressed to the Administrative Agent and the Banks and in substance reasonably acceptable to the Administrative Agent; (fvi) Such a Note of such Subsidiary Borrower for each Bank that has requested a Note pursuant to Section 3.1; and (vii) such other approvals, opinions, documents or materials as the Administrative Agent or any Lender through the Administrative Agent Bank may reasonably request (including a Note issued by such Subsidiary Borrower in favor of each Lender that has requested a Note hereunder)request.

Initial Loans to a Subsidiary Borrower. The Lenders shall not be required to make Revolving Loans to any Subsidiary Borrower unless (ia) the conditions precedent set forth in Sections 11.1 and 11.2 have been satisfied and (iib) the Administrative Agent shall have received all of the following, each duly executed and dated a date reasonably satisfactory such Subsidiary Borrower has furnished to the Administrative Agent, and each in form and substance reasonably satisfactory to (and in the number of counterparts reasonably requested by) the Administrative Agent: (ai) Certified copies of the resolutions of the Board board of Directors directors (or equivalent similar governing body) of such Subsidiary Borrower authorizing or ratifying the executiontransactions contemplated hereby, delivery and performance by such certified as of the date of the effectiveness of the applicable Subsidiary Borrower of each Loan Document to which it is a party and the borrowings Supplement by such Subsidiary Borrower hereunder. (b) Certified copies of all documents evidencing any necessary corporate action, consents and governmental approvals (if any) required for the execution, delivery and performance by such Subsidiary Borrower of each Loan Document to which it is a party. (c) A certificate of the Secretary or an Assistant Secretary or similar officer of such Subsidiary Borrower; (ii) a certificate of the Secretary or other appropriate representative) Assistant Secretary or similar officer of such Subsidiary Borrower certifying a copy of the organizational documents of such Subsidiary Borrower and the names and true signatures of the officers or other representatives of such Subsidiary Borrower authorized to sign the execute, deliver and perform, as applicable, this Agreement, and all other Loan Documents to which be delivered by it hereunder; (iii) the articles or certificate of incorporation (or similar charter document) and the bylaws (or similar governing documents) of such entity is a party, together with a sample Subsidiary Borrower as in effect on the date of the true signature effectiveness of each the applicable Subsidiary Borrower Supplement, certified by the Secretary or Assistant Secretary (or the general partner, member or manager, if applicable) of such officer or representative (it being understood that Subsidiary Borrower as of the Administrative Agent and each Lender may conclusively rely on each such certificate until formally advised by a like certificate date of any changes therein).the effectiveness of the applicable Subsidiary Borrower Supplement; (div) A a good standing certificate or certificate of status for such Subsidiary Borrower from the Secretary of State (or similar similar, applicable Governmental Authority) of its jurisdiction of formation if available formation, to the extent such concept exists in such jurisdiction.; (ev) A customary a written opinion of counsel to such Subsidiary Borrower. (f) Such other documents as , addressed to the Administrative Agent or any Lender through and the Lenders and in substance reasonably acceptable to the Administrative Agent may reasonably request Agent; (including vi) a Note issued by fully executed Subsidiary Borrower Supplement with respect to such Subsidiary Borrower in favor and a Note of such Subsidiary Borrower for each Lender that has requested a Note hereunder)pursuant to Section 3.1; (vii) satisfactory documentation and other information about the new Subsidiary Borrower requested prior to the initial Revolving Loans to such Subsidiary Borrower by the Administrative Agent (on behalf of itself or the Lenders) that is required (as reasonably determined by the Administrative Agent) by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the USA PATRIOT Act; and (viii) with respect to any Subsidiary Borrower that is a Foreign Subsidiary, at least five days prior to making any initial Loan to such Subsidiary Borrower, any such Subsidiary Borrower that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall deliver, to each Lender that so requests, a Beneficial Ownership Certification in relation to such Subsidiary Borrower.

Initial Loans to a Subsidiary Borrower. The Lenders shall not be required to make Revolving Loans to any Subsidiary Borrower unless (ia) the conditions precedent set forth in Sections 11.1 and 11.2 have been satisfied and (iib) the Administrative Agent shall have received all of the following, each duly executed and dated a date reasonably satisfactory such Subsidiary Borrower has furnished to the Administrative Agent, and each in form and substance reasonably satisfactory to (and in the number of counterparts reasonably requested by) the Administrative Agent: (ai) Certified copies of the resolutions of the Board board of Directors directors (or equivalent similar governing body) of such Subsidiary Borrower authorizing or ratifying the executiontransactions contemplated hereby, delivery and performance by such certified as of the date of the effectiveness of the applicable Subsidiary Borrower of each Loan Document to which it is a party and the borrowings Supplement by such Subsidiary Borrower hereunder. (b) Certified copies of all documents evidencing any necessary corporate action, consents and governmental approvals (if any) required for the execution, delivery and performance by such Subsidiary Borrower of each Loan Document to which it is a party. (c) A certificate of the Secretary or an Assistant Secretary or similar officer of such Subsidiary Borrower; (ii) a certificate of the Secretary or other appropriate representative) Assistant Secretary or similar officer of such Subsidiary Borrower certifying a copy of the organizational documents of such Subsidiary Borrower and the names and true signatures of the officers or other representatives of such Subsidiary Borrower authorized to sign the execute, deliver and perform, as applicable, this Agreement, and all other Loan Documents to which be delivered by it hereunder; (iii) the articles or certificate of incorporation (or similar charter document) and the bylaws (or similar governing documents) of such entity is a party, together with a sample Subsidiary Borrower as in effect on the date of the true signature effectiveness of each the applicable Subsidiary Borrower Supplement, certified by the Secretary or Assistant Secretary (or the general partner, member or manager, if applicable) of such officer or representative (it being understood that Subsidiary Borrower as of the Administrative Agent and each Lender may conclusively rely on each such certificate until formally advised by a like certificate date of any changes therein).the effectiveness of the applicable Subsidiary Borrower Supplement; (div) A a good standing certificate or certificate of status for such Subsidiary Borrower from the Secretary of State (or similar similar, applicable Governmental Authority) of its jurisdiction of formation if available formation, to the extent such concept exists in such jurisdiction.; (ev) A customary a written opinion of counsel to such Subsidiary Borrower. (f) Such other documents as , addressed to the Administrative Agent or any Lender through and the Lenders and in substance reasonably acceptable to the Administrative Agent may reasonably request Agent; (including vi) a Note issued by fully executed Subsidiary Borrower Supplement with respect to such Subsidiary Borrower in favor and a Note of such Subsidiary Borrower for each Lender that has requested a Note hereunder)pursuant to Section 3.1; and (vii) satisfactory documentation and other information about the new Subsidiary Borrower requested prior to the initial Revolving Loans to such Subsidiary Borrower by the Administrative Agent (on behalf of itself or the Lenders) that is required (as reasonably determined by the Administrative Agent) by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the USA PATRIOT Act.

Initial Loans to a Subsidiary Borrower. The Lenders shall not be required to make Revolving Loans to any Subsidiary Borrower unless (ia) the conditions precedent set forth in Sections 11.1 and 11.2 have been satisfied and (iib) the Administrative Agent shall have received all of the following, each duly executed and dated a date reasonably satisfactory to the Administrative Agent, and each in form and substance reasonably satisfactory to (and in the number of counterparts reasonably requested by) the Administrative Agent: (ai) Certified copies of resolutions of the Board of Directors (or equivalent governing body) of such Subsidiary Borrower authorizing or ratifying the execution, delivery and performance by such Subsidiary Borrower of each Loan Document to which it is a party and the borrowings by such Subsidiary Borrower hereunder. (bii) Certified copies of all documents evidencing any necessary corporate action, consents and governmental approvals (if any) required for the execution, delivery and performance by such Subsidiary Borrower of each Loan Document to which it is a party. (ciii) A certificate of the Secretary or an Assistant Secretary (or other appropriate representative) of such Subsidiary Borrower certifying a copy of the organizational documents of such Subsidiary Borrower and the names of the officers or other representatives of such Subsidiary Borrower authorized to sign the Loan Documents to which such entity is a party, together with a sample of the true signature of each such officer or representative (it being understood that the Administrative Agent and each Lender may conclusively rely on each such certificate until formally advised by a like certificate of any changes therein). (div) A good standing certificate or certificate of status for such Subsidiary Borrower from the Secretary of State (or similar similar, applicable Governmental Authority) of its jurisdiction of formation if available in such jurisdiction. (ev) A customary written opinion of counsel to such Subsidiary Borrower. (fvi) Such other documents as the Administrative Agent or any Lender through the Administrative Agent may reasonably request (including a Note note issued by such Subsidiary Borrower in favor of each Lender that has requested a Note note hereunder).

Initial Loans to a Subsidiary Borrower. The Lenders shall not be required to make Revolving Loans to any Subsidiary Borrower unless (ia) the conditions precedent set forth in Sections 11.1 and 11.2 have been satisfied and (iib) the Administrative Agent shall have received all of the following, each duly executed and dated a date reasonably satisfactory to the Administrative Agent, and each in form and substance reasonably satisfactory to (and in the number of counterparts reasonably requested by) the Administrative Agent: (ai) Certified copies of resolutions of the Board of Directors (or equivalent governing body) of such Subsidiary Borrower authorizing or ratifying the execution, delivery and performance by such Subsidiary Borrower of each Loan Document to which it is a party and the borrowings by such Subsidiary Borrower hereunder. (bii) Certified copies of all documents evidencing any necessary corporate action, consents and governmental approvals (if any) required for the execution, delivery and performance by such Subsidiary Borrower of each Loan Document to which it is a party. (ciii) A certificate of the Secretary or an Assistant Secretary (or other appropriate representative) of such Subsidiary Borrower certifying a copy of the organizational documents of such Subsidiary Borrower and the names of the officers or other representatives of such Subsidiary Borrower authorized to sign the Loan Documents to which such entity is a party, together with a sample of the true signature of each such officer or representative (it being understood that the Administrative Agent and each Lender may conclusively rely on each such certificate until formally advised by a like certificate of any changes therein). (div) A good standing certificate or certificate of status for such Subsidiary Borrower from the Secretary of State (or similar similar, applicable Governmental Authority) of its jurisdiction of formation if available in such jurisdictionformation. (ev) A customary written opinion of counsel to such Subsidiary Borrower. (fvi) Such other documents as the Administrative Agent or any Lender through the Administrative Agent may reasonably request (including a Note note issued by such Subsidiary Borrower in favor of each Lender that has requested a Note note hereunder).