Common use of Non-U.S. Subsidiaries Clause in Contracts

Non-U.S. Subsidiaries. Subject to the Agreed Security Principles, in the event that at any time after the Closing Date, any Credit Party acquires, creates or has any Non-U.S. Subsidiary (other than an Excluded Subsidiary (other than an Excluded Subsidiary that the U.S. Borrower elects to designate as an EMEA Borrower Guarantor by providing written notice to the Administrative Agent of its intent to designate such Subsidiary as an EMEA Borrower Guarantor; provided that if the jurisdiction of organization of such Subsidiary is not the same as the jurisdiction of organization of any existing Subsidiary Guarantor, the Administrative Agent shall have consented to the designation of such Subsidiary as an EMEA Borrower Guarantor (which consent may be withheld in its reasonable discretion))) that is not already a party to a Non-U.S. Subsidiary Guaranty, such Credit Party will promptly, but in any event within 60 days (or such later date as the Administrative Agent agrees to in its reasonable discretion), cause such Subsidiary to deliver to the Administrative Agent (i) a Non-U.S. Subsidiary Guaranty, duly executed by such Subsidiary, pursuant to which such Subsidiary becomes an EMEA Borrower Guarantor, (ii) resolutions of the Board of Directors or equivalent governing body of such Subsidiary (and, in addition, in respect of any company incorporated in Sweden (a “Swedish Party”) a board resolution of the direct parent company of the Swedish Party approving all the Loan Documents to be entered into by that Swedish Party), certified by the Secretary or an Assistant Secretary or other officer of such Subsidiary, as duly adopted and in full force and effect, authorizing the execution and delivery of such Non-U.S. Subsidiary Guaranty and the other Loan Documents to which such Subsidiary is or will be a party, together with such other corporate documentation and an opinion of counsel as the Administrative Agent shall reasonably request, in each case, in form and substance reasonably satisfactory to the Administrative Agent and (iii) all such documents, instruments, agreements, and certificates as are similar to those described in Section 6.10.

Non-U.S. Subsidiaries. Subject to the Agreed Security Principles, in the event that at any time after the Closing Date, any Credit Party acquires, creates or has any Non-U.S. Subsidiary (other than an Excluded Subsidiary (other than an Excluded Subsidiary that the U.S. Borrower elects to designate as an EMEA Borrower a Guarantor by providing written notice to the Administrative Agent of its intent to designate such Subsidiary as an EMEA Borrower a Guarantor; provided provided, that if the jurisdiction of organization of such Subsidiary is not the same as the jurisdiction of organization of any existing Subsidiary Guarantor, the Administrative Agent shall have consented to the designation of such Subsidiary as an EMEA Borrower a Guarantor (which consent may be withheld in its reasonable discretion))) that is not already a party to a Non-U.S. Subsidiary Guaranty, such Credit Party will promptly, but in any event within 60 days (or such later date as the Administrative Agent agrees to in its reasonable discretion), cause such Subsidiary to deliver to the Administrative Agent #4842-1976-9300 #4848-6974-4858 (i) a Non-U.S. Subsidiary Guaranty, duly executed by such Subsidiary, pursuant to which such Subsidiary becomes an EMEA Borrower a Guarantor, (ii) resolutions of the Board of Directors or equivalent governing body of such Subsidiary (and, in addition, in respect of any company incorporated in Sweden (a “Swedish Party”) a board resolution of the direct parent company of the Swedish Party approving all the Loan Documents to be entered into by that Swedish Party), certified by the Secretary or an Assistant Secretary or other officer of such Subsidiary, as duly adopted and in full force and effect, authorizing the execution and delivery of such Non-U.S. Subsidiary Guaranty and the other Loan Documents to which such Subsidiary is or will be a party, together with such other corporate documentation and an opinion of counsel as the Administrative Agent Required Lenders shall reasonably request, in each case, in form and substance reasonably satisfactory to the Administrative Agent Required Lenders and (iii) all such documents, instruments, agreements, and certificates as are similar to those described in Section 6.10.

Non-U.S. Subsidiaries. Subject to the Agreed Security Principles, in the event that at any time after the Closing Date, any Credit Party acquires, creates or has any Non-U.S. Subsidiary (other than an Excluded Subsidiary (other than an Excluded Subsidiary that the U.S. Borrower elects to designate as an EMEA Borrower a Guarantor by providing written notice to the Administrative Agent of its intent to designate such Subsidiary as an EMEA Borrower a Guarantor; provided provided, that if the jurisdiction of organization of such Subsidiary is not the same as the jurisdiction of organization of any existing Subsidiary Guarantor, the Administrative Agent shall have consented to the designation of such Subsidiary as an EMEA Borrower a Guarantor (which consent may be withheld in its reasonable discretion))) that is not already a party to a Non-U.S. Subsidiary Guaranty, such Credit Party will promptly, but in any event within 60 days (or such later date as the Administrative Agent agrees to in its reasonable discretion), cause such Subsidiary to deliver to the Administrative Agent (i) a Non-U.S. Subsidiary Guaranty, duly executed by such Subsidiary, pursuant to which such Subsidiary becomes an EMEA Borrower a Guarantor, (ii) resolutions of the Board of Directors or equivalent governing body of such Subsidiary (and, in addition, in respect of any company incorporated in Sweden (a “Swedish Party”) a board resolution of the direct parent company of the Swedish Party approving all the Loan Documents to be entered into by that Swedish Party), certified by the Secretary or an Assistant Secretary or other officer of such Subsidiary, as duly adopted and in full force and effect, authorizing the execution and delivery of such Non-U.S. Subsidiary Guaranty and the other Loan Documents to which such Subsidiary is or will be a party, together with such other corporate documentation and an opinion of counsel as the Administrative Agent Required Lenders shall reasonably request, in each case, in form and substance reasonably satisfactory to the Administrative Agent Required Lenders and (iii) all such documents, instruments, agreements, and certificates as are similar to those described in Section 6.10.

Non-U.S. Subsidiaries. Subject to the Agreed Security Principles, in In the event that at any time after the Closing Date, any Credit Party acquires, creates or has any Non-U.S. Subsidiary that (other than an Excluded x) is not already a party to the Non-U.S. Subsidiary Guaranty and (other than an Excluded Subsidiary that y) is not a CFC or a CFC Holdco, the U.S. Borrower elects may, in its sole discretion, elect to designate such Subsidiary as an EMEA Borrower a Subsidiary Guarantor (any such Subsidiary, a “Designated Non-U.S. Subsidiary Guarantor”) by (i) providing written notice to the Administrative Agent of its intent to designate such Subsidiary as an EMEA Borrower Guarantor; a Subsidiary Guarantor (provided that if the jurisdiction of organization of such Subsidiary is not the same as the jurisdiction of organization of any existing Subsidiary Guarantor, the Administrative Agent shall have consented to the designation of such Subsidiary as an EMEA Borrower a Subsidiary Guarantor (which consent may be withheld in its reasonable discretion))) that is not already a party to a Non-U.S. Subsidiary Guaranty, such Credit Party will promptly, but in any event within 60 days and (or such later date as the Administrative Agent agrees to in its reasonable discretion), cause ii) causing such Subsidiary to deliver to the Administrative Agent (iA) a Guaranty Supplement (as defined in the Non-U.S. Subsidiary Guaranty), duly executed by such Subsidiary, pursuant to which such Subsidiary becomes an EMEA Borrower a Subsidiary Guarantor, (iiB) resolutions of the Board of Directors or equivalent governing body of such Subsidiary (and, in addition, in respect of any company incorporated in Sweden (a “Swedish Party”) a board resolution of the direct parent company of the Swedish Party approving all the Loan Documents to be entered into by that Swedish Party)Subsidiary, certified by the Secretary or an Assistant Secretary or other officer of such Subsidiary, as duly adopted and in full force and effect, authorizing the execution and delivery of such Non-U.S. Subsidiary Guaranty joinder supplement and the other Loan Documents to which such Subsidiary is or will be a party, together with such other corporate documentation and an opinion of counsel as the Administrative Agent shall reasonably request, in each case, in form and substance reasonably satisfactory to the Administrative Agent and (iiiC) all such documents, instruments, agreements, and certificates as are similar to those described in Section 6.10. In the event that any Person becomes a Non-U.S. Subsidiary of the Borrower (whether or not such Non-U.S. Subsidiary is a Designated Non-U.S. Subsidiary Guarantor) and the ownership interests of such Non-U.S. Subsidiary are owned by the Borrower or by any Subsidiary Guarantor, the Borrower shall, or shall cause such Subsidiary Guarantor to, deliver, all such documents, instruments, agreements, and certificates as are similar to those described in Section 6.10, and the Borrower shall take, or shall cause such Subsidiary Guarantor to take, all of the actions required under Section 6.10.

Non-U.S. Subsidiaries. Subject to the Agreed Security Principles, in the event that at any time after the Closing Date, any Credit Party acquires, creates or has any Non-U.S. Subsidiary (other than an Excluded Subsidiary (other than an Excluded Subsidiary that the U.S. Borrower elects to designate as an EMEA Borrower a Guarantor by providing written notice to the Administrative Agent of its intent to designate such Subsidiary as an EMEA Borrower a Guarantor; provided provided, that if the jurisdiction of organization of such Subsidiary is not the same as the jurisdiction of organization of any existing Subsidiary Guarantor, the Administrative Agent shall have consented to the designation of such Subsidiary as an EMEA Borrower a Guarantor (which consent may be #4848-6974-4858 withheld in its reasonable discretion))) that is not already a party to a Non-U.S. Subsidiary Guaranty, such Credit Party will promptly, but in any event within 60 days (or such later date as the Administrative Agent agrees to in its reasonable discretion), cause such Subsidiary to deliver to the Administrative Agent (i) a Non-U.S. Subsidiary Guaranty, duly executed by such Subsidiary, pursuant to which such Subsidiary becomes an EMEA Borrower a Guarantor, (ii) resolutions of the Board of Directors or equivalent governing body of such Subsidiary (and, in addition, in respect of any company incorporated in Sweden (a “Swedish Party”) a board resolution of the direct parent company of the Swedish Party approving all the Loan Documents to be entered into by that Swedish Party), certified by the Secretary or an Assistant Secretary or other officer of such Subsidiary, as duly adopted and in full force and effect, authorizing the execution and delivery of such Non-U.S. Subsidiary Guaranty and the other Loan Documents to which such Subsidiary is or will be a party, together with such other corporate documentation and an opinion of counsel as the Administrative Agent Required Lenders shall reasonably request, in each case, in form and substance reasonably satisfactory to the Administrative Agent Required Lenders and (iii) all such documents, instruments, agreements, and certificates as are similar to those described in Section 6.10.