International Banking Facilities. (a) The Parent Borrower and the other Credit Parties acknowledge that some or all of the Lenders may, in connection with the Loan Documents, utilize an International banking facility (as defined in Regulation D).
(b) Each Credit Party which is an entity located outside the United States (i) understands that it is the policy of the Board of Governors of the Federal Reserve System that deposits received by International banking facilities may be used only to support the non-U.S. operations of a depositor (or its foreign affiliates) located outside the United States and that extensions of credit by International banking facilities may be used only to finance the non-U.S. operations of a customer (or its foreign affiliates) located outside the United States, and (ii) acknowledges that the proceeds of its borrowings hereunder from an international banking facility will be used solely to finance its operations outside the United States, or that of its foreign affiliates.
International Banking Facilities. Each Borrower acknowledges by its execution and delivery hereof (or by its execution and delivery of any applicable Joinder Agreement) that (a) it is the policy of the Board that deposits received by international banking facilities may be used only to support the non-U.S. operations of a depositor (or its foreign affiliates) located outside the United States and that extensions of credit by international banking facilities may be used only to finance the non-U.S. operations of a Borrower (or its foreign affiliates) located outside the U.S. and (b) funds deposited by any Borrower with an international banking facility of any Lender will be used solely in support of such non-U.S. operations, or that of such foreign affiliates, and that the proceeds of any Borrowings from any such international banking facility will be used solely to finance such non-U.S. operations, or that of such foreign affiliates. Any terms used in this Section 10.17 that are not otherwise defined herein, shall have the meaning assigned thereto in Regulation D of the Board (as amended from time to time). [The remaining portion of this page is intentionally left blank.]
International Banking Facilities. The Borrower understands it is the policy of the Federal Reserve Board that extensions of credit by international banking facilities (as defined in Section 204.8(a) of Regulation D) may be used only to finance the non-U.S. operations of a customer (or its foreign affiliates) located outside the United States as provided in Section 204.8(a)(3)(vi) of Regulation D. Therefore, the Borrower acknowledges that the proceeds of the A Term Loans and the C Term Loans constituting the extension of credit by the international banking facility of any of the Lenders (as defined in Section 204.8(a) of Regulation D) will be used solely to finance the Borrower’s operations outside the United States or that of the Borrower’s non-U.S. Affiliates.
International Banking Facilities. Certain Lenders intend to book extensions of credit hereunder on the books and records of their respective international banking facilities, which will constitute an extension of credit within the meaning of Section 204.8(a)(3) of Regulation D. Accordingly, pursuant to Regulation D, the Borrower, a non-bank entity located outside of the United States, acknowledges that such Lenders have notified it that it is the policy of the FRB that extensions of credit by international banking facilities may be used only to finance operations outside of the United States of the Borrower or its Affiliates which are located outside the United States. The Borrower hereby agrees to comply with such policy.
International Banking Facilities. Certain Lenders intend to book extensions of credit hereunder on the books and records of their respective international banking facilities, which will constitute an extension of credit within the meaning of Section 204.8(a)(3) of Regulation D. Accordingly, pursuant to Regulation D, the Borrower acknowledges that such Lenders have notified it that it is the policy of the Board that extensions of credit by international banking facilities may be used only to finance operations outside of the United States of borrowers or their affiliates which are located outside the United States. The Borrower hereby agrees to comply with such directives.
International Banking Facilities. 66 11.10. Governing Law ................................................ 67 11.11. Jurisdiction; Service of Process ............................. 67 11.12. WAIVER OF TRIAL BY JURY ...................................... 67 EXHIBITS Exhibit A Form of Note Exhibit B Form of Borrowing Request Exhibit C Form of Notice of Conversion Exhibit D Form of Compliance Certificate Exhibit E Form of Opinion of Counsel to the Borrower and its Subsidiaries Exhibit F Form of Intercompany Subordination Agreement Exhibit G Form of Assignment and Acceptance Agreement Exhibit H Form of Security Agreement Exhibit I Form of Subsidiary Guaranty Exhibit J List of Agent Payment Offices Exhibit K List of Borrower Payment Accounts Exhibit L Form of Intercompany Note Schedule 4.6 List of Litigation Schedule 4.7 Environmental Matters Schedule 4.13 List of Subsidiaries; Capitalization Schedule 4.16 List of Insurance Schedule 8.1 List of Existing Indebtedness Schedule 8.2 List of Existing Liens Schedule 8.4 List of Existing Investments Schedule 8.13 List of Restrictive Agreements CREDIT AGREEMENT, dated as of March 18, 1998, by and among ROBOTIC VISION SYSTEMS, INC., a Delaware corporation (the "Borrower"), the several banks and other parties from time to time parties hereto (the "Lenders") and THE BANK OF NEW YORK ("BNY"), as administrative agent for each of the other Credit Parties hereto (in such capacity, the "Administrative Agent").
International Banking Facilities
