Common use of Borrowing Subsidiaries Clause in Contracts

Borrowing Subsidiaries. The Company may designate any Subsidiary that is a wholly owned Domestic Subsidiary of the Company as a Borrowing Subsidiary upon 10 Business Days’ notice to the Administrative Agent and the Lenders (such notice to include the name, primary business address and tax identification number of such proposed Borrowing Subsidiary). Upon proper notice and receipt by the Administrative Agent of such agreements, documents and legal opinions as the Administrative Agent may reasonably request and subject to the Administrative Agent’s determining in consultation with the Lenders that designating such Subsidiary as a Borrowing Subsidiary would not cause any Lender to suffer any economic, legal or regulatory disadvantage, such Subsidiary shall be a Borrowing Subsidiary and a party to this Agreement and the other Loan Documents. A Subsidiary shall cease to be a Borrowing Subsidiary hereunder at such time as the Company gives notice to the Administrative Agent and the Lenders of its intention to terminate such Subsidiary as a Borrowing Subsidiary; provided that any such termination shall not be effective (other than to terminate such Borrowing Subsidiary’s right to make further Borrowings or to obtain Letters of Credit) and such Subsidiary shall remain a Borrowing Subsidiary until such time as all Loans to such Borrowing Subsidiary and accrued interest thereon and all other amounts then due from such Borrowing Subsidiary have been paid in full and no Letter of Credit issued for the account of such Borrowing Subsidiary shall be outstanding.

Borrowing Subsidiaries. The (a) On or after the Effective Date, the Company may designate any Subsidiary that is a wholly owned Domestic Subsidiary of the Company as a Borrowing Subsidiary upon 10 Business Days’ notice by delivery to the Administrative Agent and the Lenders (such notice to include the name, primary business address and tax identification number of such proposed Borrowing Subsidiary). Upon proper notice and receipt by the Administrative Agent of such agreements, documents and legal opinions as the Administrative Agent may reasonably request and subject to the Administrative Agent’s determining in consultation with the Lenders that designating such Subsidiary as a Borrowing Subsidiary would not cause any Lender to suffer any economicAgreement executed by such Subsidiary and the Company, legal or regulatory disadvantage, and upon such delivery such Subsidiary shall for all purposes of this Agreement be a Borrowing Subsidiary and a party to this Agreement until the Company shall have executed and delivered to the other Loan Documents. A Administrative Agent a Borrowing Subsidiary Termination with respect to such Subsidiary, whereupon such Subsidiary shall cease to be a Borrowing Subsidiary hereunder and a party to this Agreement. Notwithstanding the preceding sentence, no Borrowing Subsidiary Termination will become effective as to any Borrowing Subsidiary at a time when any principal of or interest on any Loan to such time as the Company gives notice to the Administrative Agent and the Lenders of its intention to terminate such Borrowing Subsidiary as a Borrowing Subsidiaryshall be outstanding hereunder; provided that any such termination Borrowing Subsidiary Termination shall not be effective (other than to terminate such Borrowing Subsidiary’s right to make further Borrowings or to obtain Letters of Creditunder this Agreement. (b) and such Subsidiary If the Company shall remain designate as a Borrowing Subsidiary until hereunder any Subsidiary not organized under the laws of the United States or any State thereof, any Lender may, with notice to the Administrative Agent and the Company, fulfill its Commitment by causing an Affiliate or a branch of such time Lender to act as all Loans to such Borrowing Subsidiary and accrued interest thereon and all other amounts then due from such Borrowing Subsidiary have been paid the Lender in full and no Letter of Credit issued for the account respect of such Borrowing Subsidiary shall be outstandingSubsidiary.

Borrowing Subsidiaries. The Company New Parent may designate any Subsidiary that is a wholly owned Domestic Subsidiary of the Company New Parent (other than D▇▇▇▇▇▇▇) as a Borrowing Subsidiary upon 10 ten Business Days’ Days notice to the Administrative Agent and the Lenders (such notice to include the name, primary business address and tax identification number of such proposed Borrowing Subsidiary). Upon proper notice and receipt by the Administrative Agent of such agreements, documents and legal opinions as the Administrative Agent may reasonably request and subject to the Administrative Agent’s determining in consultation with the Lenders that designating such Subsidiary as a Borrowing Subsidiary would not cause any Lender to suffer any economic, legal or regulatory disadvantage, such Subsidiary shall be a Borrowing Subsidiary and a party to this Agreement and the other Loan Documents. A Subsidiary shall cease to be a Borrowing Subsidiary hereunder at such time as the Company New Parent gives at least ten Business Days prior notice to the Administrative Agent and the Lenders of its intention to terminate such Subsidiary as a Borrowing Subsidiary; provided that any such termination shall not be effective (other than to terminate such Borrowing Subsidiary’s right to make further Borrowings or to obtain Letters of Credit) and such Subsidiary shall remain a Borrowing Subsidiary until such time as all Loans to such Borrowing Subsidiary and accrued interest thereon and all other amounts then due from such Borrowing Subsidiary have been paid in full and no Letter of Credit issued for the account of such Borrowing Subsidiary shall be outstandingfull.

Borrowing Subsidiaries. The Company may designate any Subsidiary that is a wholly owned Domestic Subsidiary of the Company (other than ▇▇▇▇▇▇▇▇) as a Borrowing Subsidiary upon 10 ten Business Days’ Days notice to the Administrative Agent and the Lenders (such notice to include the name, primary business address and tax identification number of such proposed Borrowing Subsidiary). Upon proper notice and receipt by the Administrative Agent of such agreements, documents and legal opinions as the Administrative Agent may reasonably request and subject to the Administrative Agent’s determining in consultation with the Lenders that designating such Subsidiary as a Borrowing Subsidiary would not cause any Lender to suffer any economic, legal or regulatory disadvantage, such Subsidiary shall be a Borrowing Subsidiary and a party to this Agreement and the other Loan Documents. A Subsidiary shall cease to be a Borrowing Subsidiary hereunder at such time as the Company gives at least ten Business Days prior notice to the Administrative Agent and the Lenders of its intention to terminate such Subsidiary as a Borrowing Subsidiary; provided that any such termination shall not be effective (other than to terminate such Borrowing Subsidiary’s right to make further Borrowings or to obtain Letters of Credit) and such Subsidiary shall remain a Borrowing Subsidiary until such time as all Loans to such Borrowing Subsidiary and accrued interest thereon and all other amounts then due from such Borrowing Subsidiary have been paid in full and no Letter of Credit issued for the account of such Borrowing Subsidiary shall be outstandingfull.

Borrowing Subsidiaries. The On or after the Effective ---------------------- Date, the Company may designate any Subsidiary that is a wholly owned Domestic Subsidiary of the Company as a Borrowing Subsidiary upon 10 Business Days’ notice by delivery to the Administrative Agent and the Lenders (such notice to include the name, primary business address and tax identification number of such proposed Borrowing Subsidiary). Upon proper notice and receipt by the Administrative Agent of such agreements, documents and legal opinions as the Administrative Agent may reasonably request and subject to the Administrative Agent’s determining in consultation with the Lenders that designating such Subsidiary as a Borrowing Subsidiary would not cause any Lender to suffer any economicAgreement executed by such Subsidiary and the Company, legal or regulatory disadvantage, and upon such delivery such Subsidiary shall for all purposes of this Agreement be a Borrowing Subsidiary and a party to this Agreement until the Company shall have executed and delivered to the other Loan Documents. A Administrative Agent a Borrowing Subsidiary Termination with respect to such Subsidiary, whereupon such Subsidiary shall cease to be a Borrowing Subsidiary hereunder and a party to this Agreement. Notwithstanding the preceding sentence, no Borrowing Subsidiary Termination will become effective as to any Borrowing Subsidiary at a time when any principal of or interest on any Loan to such time as the Company gives notice to the Administrative Agent and the Lenders of its intention to terminate such Borrowing Subsidiary as a Borrowing Subsidiary; shall be outstanding hereunder, provided that any -------- such termination Borrowing Subsidiary Termination shall not be effective (other than to terminate such Borrowing Subsidiary’s 's right to make further Borrowings or to obtain Letters under this Agreement. Promptly following receipt of Credit) and such Subsidiary shall remain a any Borrowing Subsidiary until such time as all Loans Agreement, the Administrative Agent shall send a copy thereof to such Borrowing Subsidiary and accrued interest thereon and all other amounts then due from such Borrowing Subsidiary have been paid in full and no Letter of Credit issued for the account of such Borrowing Subsidiary shall be outstandingeach Lender.

Borrowing Subsidiaries. The On or after the Effective Date, the Company may designate any Subsidiary that is a wholly owned Domestic Subsidiary of the Company as a Borrowing Subsidiary upon 10 Business Days’ notice to the Administrative Agent and the Lenders (such notice to include the name, primary business address and tax identification number of such proposed Borrowing Subsidiary). Upon proper notice and receipt by the Administrative Agent of such agreements, documents and legal opinions as the Administrative Agent may reasonably request and subject to the Administrative Agent’s determining in consultation with the Lenders that designating such Wholly-Owned Subsidiary as a Borrowing Subsidiary would not cause any Lender by delivery to suffer any economicthe Administrative Agent of a Borrowing Subsidiary Agreement executed by such Subsidiary and the Company, legal or regulatory disadvantage, and upon such delivery such Subsidiary shall for all purposes of this Agreement be a Borrowing Subsidiary and a party to this Agreement. The Company may cause any Borrowing Subsidiary to cease to be a party to this Agreement by executing and delivering to the other Loan Documents. A Administrative Agent a Borrowing Subsidiary Termination with respect to such Subsidiary, whereupon such Subsidiary shall cease to be a Borrowing Subsidiary hereunder and a party to this Agreement. Notwithstanding the foregoing, no Borrowing Subsidiary Termination will become effective as to any Borrowing Subsidiary at a time when any principal of or interest on any Loan made directly to such time as the Company gives notice to the Administrative Agent and the Lenders of its intention to terminate such Borrowing Subsidiary as a Borrowing Subsidiaryshall be outstanding hereunder; provided that any such termination Borrowing Subsidiary Termination shall not be effective (other than to terminate such Borrowing Subsidiary’s 's right to make further Borrowings or to obtain Letters under this Agreement. As soon as practicable upon receipt of Credit) and such Subsidiary shall remain a Borrowing Subsidiary until such time as all Loans Agreement, the Administrative Agent shall send a copy thereof to such Borrowing Subsidiary and accrued interest thereon and all other amounts then due from such Borrowing Subsidiary have been paid in full and no Letter of Credit issued for the account of such Borrowing Subsidiary shall be outstandingeach Lender.

Borrowing Subsidiaries. The Company may designate any Subsidiary that is a wholly owned Domestic Subsidiary of the Company as (other than Dunn▇▇▇▇) ▇▇ a Borrowing Subsidiary upon 10 ten Business Days’ Days notice to the Administrative Agent and the Lenders (such notice to include the name, primary business address and tax identification number of such proposed Borrowing Subsidiary). Upon proper notice and receipt by the Administrative Agent of such agreements, documents and legal opinions as the Administrative Agent may reasonably request and subject to the Administrative Agent’s determining in consultation with the Lenders that designating such Subsidiary as a Borrowing Subsidiary would not cause any Lender to suffer any economic, legal or regulatory disadvantage, such Subsidiary shall be a Borrowing Subsidiary and a party to this Agreement and the other Loan Documents. A Subsidiary shall cease to be a Borrowing Subsidiary hereunder at such time as the Company gives at least ten Business Days prior notice to the Administrative Agent and the Lenders of its intention to terminate such Subsidiary as a Borrowing Subsidiary; provided that any such termination shall not be effective (other than to terminate such Borrowing Subsidiary’s right to make further Borrowings or to obtain Letters of Credit) and such Subsidiary shall remain a Borrowing Subsidiary until such time as all Loans to such Borrowing Subsidiary and accrued interest thereon and all other amounts then due from such Borrowing Subsidiary have been paid in full and no Letter of Credit issued for the account of such Borrowing Subsidiary shall be outstandingfull.