Subsidiary Borrower. If the applicable Borrower is a Subsidiary Borrower, the conditions of Section 2.10 to the designation of such Borrower as a Subsidiary Borrower shall have been satisfied.
Subsidiary Borrower. The Company will not permit any Subsidiary Borrower to (a) cease to be a wholly-owned Subsidiary of the Company or (b) except as otherwise permitted by Section 6.03, be organized in a jurisdiction other than the United States, any state thereof or the District of Columbia, the European Union or Switzerland (or any other jurisdiction that is agreed by the Administrative Agent and each Lender).
Subsidiary Borrower. The Borrower will not cease to own, directly or indirectly, and Control 100% (other than directors' qualifying shares) of the ordinary voting power of the Subsidiary Borrower.
Subsidiary Borrower. The qualification by any Lender or the Agent for admission to do business under the laws of its Home Country does not constitute a condition to, and the failure to so qualify does not affect, the exercise by any Lender or the Agent of any right, privilege, or remedy afforded to any Lender or the Agent in connection with the Non-U.S. Subsidiary Borrower Credit Documents or the enforcement of any such right, privilege, or remedy against the Non-U.S. Subsidiary Borrower. The performance by any Lender or the Agent of any action required or permitted under the Credit Documents will not (i) violate any law or regulation of the Non-U.S. Subsidiary Borrower's Home Country or any political subdivision thereof, (ii) result in any tax (including any withholding tax) or other monetary liability to such party pursuant to the laws of the Non-U.S. Subsidiary Borrower's Home Country or political subdivision or taxing authority thereof or otherwise (provided that, should any such action result in any such tax or other monetary liability to the Lender or the Agent, the Borrower hereby agrees to indemnify such Lender or the Agent, as the case may be, against (x) any such tax or other monetary liability and (y) any increase in any tax or other monetary liability which results from such action by such Lender or the Agent and, to the extent the Borrower makes such indemnification, the incurrence of such liability by the Agent or any Lender will not constitute a Default) or (iii) violate any rule or regulation of any federation or organization or similar entity of which the Non-U.S. Subsidiary Borrower's Home Country is a member.
Subsidiary Borrower. The Company will not permit any Subsidiary Borrower to cease to be a wholly-owned Subsidiary of the Company.
Subsidiary Borrower. Notwithstanding ---------------------------------------- anything herein to the contrary, the Non-U.S. Subsidiary Borrower shall not be liable under Sections 3.1, 3.2 and 3.4 with respect to payments required ------------ --- --- in connection with Loans made to, or Obligations incurred by or on behalf of, the Borrower.
Subsidiary Borrower. The --------------------------------------------------- Lenders shall not be required to make a Revolving Credit Advance hereunder and no LC Issuer shall be required to issue a Facility LC hereunder, in each case, to or with respect to the Non-U.S. Subsidiary Borrower, which may be a party hereto or which may become a party hereto after the Closing Date, unless (a) all such documents, instruments and agreements required by the Agent granting a first priority security interest in 65% of the issued and outstanding capital stock or other ownership interests in the Non-U.S. Subsidiary Borrower in favor of the Agent on behalf of the Lenders shall have been executed and ready to be filed in the appropriate jurisdictions and (b) the Borrower or the Non-U.S. Subsidiary Borrower has furnished or caused to be furnished to the Agent with sufficient copies for the Lenders:
Subsidiary Borrower. The SEC or other Governmental Authority shall revoke or suspend the Subsidiary Borrower's license or authorization under federal or state law to conduct business as a securities broker-dealer (and such license or authorization shall not be reinstated within 5 days), or the Subsidiary Borrower shall be suspended or expelled from membership in the NASD or any other self-regulatory organization or securities exchange.
Subsidiary Borrower. The Borrower is a [entity] validly existing and in good standing1 under the laws of [jurisdiction of organization].
Subsidiary Borrower. Palm Europe Limited
