Common use of Designation of Subsidiary Borrowers Clause in Contracts

Designation of Subsidiary Borrowers. Subject to the terms and conditions of this Section 2.23, the Company may, at any time and from time to time upon not less than 15 Business Days’ notice (a “Notice of Proposed Subsidiary Borrower Designation”) to the Managing Administrative Agent (or such shorter period which is reasonably acceptable to the Managing Administrative Agent), request that a Subsidiary specified in such notice become a party to this Agreement as a Borrower. Each Notice of Proposed Subsidiary Borrower Designation shall specify the name of such Subsidiary and its jurisdiction of organization, the proposed effective date of such designation and such other information relating thereto reasonably requested by the Managing Administrative Agent. The Managing Administrative Agent shall upon receipt of a Notice of Proposed Subsidiary Borrower Designation from the Company promptly notify each Lender thereof. Upon the satisfaction of the conditions specified in paragraph (b) of this Section 2.23 (but subject to the paragraph (d) of this Section 2.23), such Subsidiary shall become a party to this Agreement as a Borrower hereunder and shall be entitled to borrow Revolving Credit Loans on and subject to the terms and conditions of this Agreement, and the Managing Administrative Agent shall promptly notify the Lenders of such designation. If the designation of such Subsidiary Borrower obligates the Managing Administrative Agent or any Lender to comply with “know your customer” or other similar checks and identification requirements and procedures under any applicable laws, rules and regulations with respect to such Subsidiary Borrower in circumstances where the necessary information is not already available to it, the Company shall (or shall cause such Subsidiary Borrower to), promptly upon the request of the Managing Administrative Agent or any Lender (through the Managing Administrative Agent), supply such documentation and other evidence as is reasonably requested by the Managing Administrative Agent or any Lender in order for the Managing Administrative Agent or such Lender to comply therewith (but which in no event shall be more onerous, taken as a whole, than the equivalent documents delivered by the Company on the date hereof).

Designation of Subsidiary Borrowers. Subject to the terms and conditions of this Section 2.23Section, the Company may, at any time and or from time to time after the Closing Date upon not less than 15 10 Business Days’ notice (a “Notice of Proposed Subsidiary Borrower Designation”) to the Managing Administrative Agent (or such shorter period which is reasonably acceptable to the Managing Administrative Agent), request that designate a wholly-owned, direct or indirect Domestic Subsidiary specified in such notice of the Company to become a party to this Agreement as a Subsidiary Borrower; provided that each such designation shall be subject to the prior approval of the Administrative Agent (which approval shall not be unreasonably withheld). Each Notice of Proposed Subsidiary Borrower Designation shall specify the name Upon receipt of such Subsidiary and its jurisdiction of organizationnotice under this Section, the proposed effective date of such designation and such other information relating thereto reasonably requested by the Managing Administrative Agent. The Managing Administrative Agent shall upon receipt of a Notice of Proposed Subsidiary Borrower Designation from the Company promptly notify each Lender thereof. Upon such approval and the satisfaction of the conditions specified in paragraph (b) of this Section 2.23 (but subject to the paragraph (d) of this Section 2.23)Section, such Subsidiary shall become a party to this Agreement as a Subsidiary Borrower hereunder and shall be entitled to borrow Revolving Credit Loans on and subject to the terms and conditions of this Agreement, and the Managing Administrative Agent shall promptly notify the Lenders of the effectiveness of such designation. If Following the giving of any notice pursuant to this Section, if the designation of such Subsidiary Borrower obligates the Managing Administrative Agent or any Lender to comply with “know your customer” or other similar checks and identification requirements and procedures under any applicable laws, rules and regulations with respect to such Subsidiary Borrower in circumstances where the necessary information is not already available to it, the Company shall (or shall cause such Subsidiary Borrower to)shall, promptly upon the request of the Managing Administrative Agent or any Lender (through the Managing Administrative Agent)Lender, supply such documentation and other evidence as is reasonably requested by the Managing Administrative Agent or any Lender in order for the Managing Administrative Agent or such Lender to comply therewith (but which in no event shall carry out and be more onerous, taken as a whole, than satisfied it has complied with the equivalent documents delivered by the Company on the date hereof)results of all necessary “know your customer” or other similar checks under all applicable Laws and regulations.

Designation of Subsidiary Borrowers. Subject to the terms and conditions of this Section 2.23Section, the Company may, at any time and or from time to time after the Closing Date upon not less than 15 10 Business Days’ notice (a “Notice of Proposed Subsidiary Borrower Designation”) to the Managing Administrative Agent (or such shorter period which is reasonably acceptable to the Managing Administrative Agent), request that designate a wholly-owned, direct or indirect Domestic Subsidiary specified in such notice of the Company to become a party to this Agreement as a Subsidiary Borrower; provided that each such designation shall be subject to the prior approval of the Administrative Agent (which approval shall not be unreasonably withheld). Each Notice of Proposed Subsidiary Borrower Designation shall specify the name Upon receipt of such Subsidiary and its jurisdiction of organizationnotice under this Section, the proposed effective date of such designation and such other information relating thereto reasonably requested by the Managing Administrative Agent. The Managing Administrative Agent shall upon receipt of a Notice of Proposed Subsidiary Borrower Designation from the Company promptly notify each Lender thereof. Upon such approval and the satisfaction of the conditions specified in paragraph (b) of this Section 2.23 (but subject to the paragraph (d) of this Section 2.23)Section, such Subsidiary shall become a party to this Agreement as a Subsidiary Borrower hereunder and shall be entitled to borrow Revolving Credit Loans on and subject to the terms and conditions of this Agreement, and the Managing Administrative Agent shall promptly notify the Lenders of the effectiveness of such designation. If Following the giving of any notice pursuant to this Section, if the designation of such Subsidiary Borrower obligates the Managing Administrative Agent or any Lender to comply with “know your customer” or other similar checks and identification requirements and procedures under any applicable laws, rules and regulations with respect to such Subsidiary Borrower in circumstances where the necessary information is not already available to it, the Company shall (or shall cause such Subsidiary Borrower to)shall, promptly upon the request of the Managing Administrative Agent or any Lender (through the Managing Administrative Agent)Lender, supply such documentation and other evidence as is reasonably requested by the Managing Administrative Agent or any Lender in order for the Managing Administrative Agent or such Lender to comply therewith (but which in no event shall carry out and be more onerous, taken as a whole, than satisfied it has complied with the equivalent documents delivered by the Company on the date hereof).results of all necessary “know your customer” or other similar checks under all applicable Laws and regulations. Credit Agreement

Designation of Subsidiary Borrowers. Subject to the terms and conditions of this Section 2.23(including paragraph (b) of this Section 11.13), the Company may, at any time and or from time to time upon not less than 15 Business Days’ ' notice (a “Notice of Proposed Subsidiary Borrower Designation”) to the Managing Administrative Agent (or such shorter period which is reasonably acceptable to the Managing Administrative Agent), request that a Subsidiary specified in such notice become a party to this Agreement as a Borrower. Each Notice ; provided that each such designation shall be subject to the prior approval of Proposed the Administrative Agent (which approval shall not be unreasonably withheld or delayed) and, in connection with such approval for any Foreign Subsidiary, the Administrative Agent shall, in its sole discretion, determine such additional representations and warranties to be provided by such Foreign Subsidiary in its Subsidiary Borrower Designation shall specify the name of with respect to tax and related matters for such Foreign Subsidiary and its jurisdiction of organizationobligations hereunder (including with respect to stamp and similar taxes, the proposed effective date absence of any withholding or similar tax in respect of payments by such designation Foreign Subsidiary hereunder under the laws of its Relevant Jurisdiction and the absence of any notarization requirements for the validity and enforceability of the Subsidiary Borrower Loan Documents to which such other information relating thereto reasonably requested by the Managing Administrative AgentSubsidiary is to be a party). The Managing Administrative Agent shall upon receipt of a Notice of Proposed Subsidiary Borrower Designation such notice from the Company promptly notify each Lender thereofBank of the Company's designation. Upon such approval and the satisfaction of the conditions specified in paragraph (b) of this Section 2.23 (but subject to the paragraph (d) of this Section 2.23)11.13, such Subsidiary shall become a party to this Agreement as a Borrower hereunder and shall be entitled to borrow Revolving Loans or request the issuance of Letters of Credit Loans on and subject to the terms and conditions of this Agreement, and the Managing Administrative Agent shall promptly notify the Lenders Banks of such designation. If the designation of such Subsidiary Borrower obligates the Managing Administrative Agent or any Lender to comply with “know your customer” or other similar checks and identification requirements and procedures under any applicable laws, rules and regulations with respect to such Subsidiary Borrower in circumstances where the necessary information is not already available to it, the Company shall (or shall cause such Subsidiary Borrower to), promptly upon the request of the Managing Administrative Agent or any Lender (through the Managing Administrative Agent), supply such documentation and other evidence as is reasonably requested by the Managing Administrative Agent or any Lender in order for the Managing Administrative Agent or such Lender to comply therewith (but which in no event shall be more onerous, taken as a whole, than the equivalent documents delivered by the Company on the date hereof).

Designation of Subsidiary Borrowers. Subject to the terms and conditions of this Section 2.23Section, the Company may, at any time and or from time to time after the Closing Date upon not less than 15 10 Business Days’ notice (a “Notice of Proposed Subsidiary Borrower Designation”) to the Managing Administrative Agent (or such shorter period which is reasonably acceptable to the Managing Administrative Agent), request that designate a wholly-owned, direct or indirect Domestic Subsidiary specified in such notice of the Company to become a party to this Agreement as a Subsidiary Borrower. Each Notice ; provided that each such designation shall be subject to the prior approval of Proposed the Administrative Agent and the Lenders that are to provide Loans to a Subsidiary Borrower Designation (which approval shall specify the name not be unreasonably withheld, conditioned or delayed). Upon receipt of such Subsidiary and its jurisdiction of organizationnotice under this Section, the proposed effective date of such designation and such other information relating thereto reasonably requested by the Managing Administrative Agent. The Managing Administrative Agent shall upon receipt of a Notice of Proposed Subsidiary Borrower Designation from the Company promptly notify each Lender thereof. Upon such approval and the satisfaction of the conditions specified in paragraph (b) of this Section 2.23 (but subject to the paragraph (d) of this Section 2.23)Section, such Subsidiary shall become a party to this Agreement as a Subsidiary Borrower hereunder and shall be entitled to borrow Revolving Credit Loans on and subject to the terms and conditions of this Agreement, and the Managing Administrative Agent shall promptly notify the Lenders of the effectiveness of such designation. If Following the giving of any notice pursuant to this Section, if the designation of such Subsidiary Borrower obligates the Managing Administrative Agent or any Lender to comply with “know your customer” or other similar checks and identification requirements and procedures under any applicable laws, rules and regulations with respect to such Subsidiary Borrower in circumstances where the necessary information is not already available to it, the Company shall (or shall cause such Subsidiary Borrower to)shall, promptly upon the request of the Managing Administrative Agent or any Lender (through the Managing Administrative Agent)Lender, supply such documentation and other evidence as is reasonably requested by the Managing Administrative Agent or any Lender in order for the Managing Administrative Agent or such Lender to comply therewith (but which in no event shall carry out and be more onerous, taken as a whole, than satisfied it has complied with the equivalent documents delivered by the Company on the date hereof)results of all necessary “know your customer” or other similar checks under all applicable Laws and regulations.

Designation of Subsidiary Borrowers. Subject to the terms and conditions of this Section 2.2311.13 (including paragraph (b) of this Section 11.13), the Company may, at any time and or from time to time upon not less than 15 Business Days’ notice (a “Notice of Proposed Subsidiary Borrower Designation”) to the Managing Administrative Agent and each Bank (or such shorter period which is reasonably acceptable to the Managing Administrative Agent), request that a Subsidiary specified in such notice become a party to this Agreement as a Subsidiary Borrower. Each Notice ; provided that each such designation shall be subject to the prior approval of Proposed the Administrative Agent (which approval shall not be unreasonably withheld or delayed) and, in connection with such approval for any Foreign Subsidiary, the Administrative Agent shall, in its sole discretion, determine such additional representations and warranties to be provided by such Foreign Subsidiary in its Subsidiary Borrower Designation shall specify the name of with respect to Tax and related matters for such Foreign Subsidiary and its jurisdiction of organizationobligations hereunder (including with respect to stamp and similar Taxes, the proposed effective date absence of any withholding or similar Tax in respect of payments by such designation Foreign Subsidiary hereunder under the laws of its Relevant Jurisdiction and the absence of any notarization requirements for the validity and enforceability of the Subsidiary Borrower Loan Documents to which such other information relating thereto reasonably requested by the Managing Administrative AgentSubsidiary is to be a party). The Managing Administrative Agent shall upon receipt of a Notice of Proposed Subsidiary Borrower Designation such notice from the Company promptly notify each Lender thereofBank of the Company’s designation. Upon such approval and the satisfaction of the conditions specified in paragraph (b) of this Section 2.23 (but subject to the paragraph (d) of this Section 2.23)11.13, such Subsidiary shall become a party to this Agreement as a Subsidiary Borrower hereunder and shall be entitled to borrow Revolving Loans or request the issuance of Letters of Credit Loans on and subject to the terms and conditions of this Agreement, and the Managing Administrative Agent shall promptly notify the Lenders Banks of such designation. If Following the giving of any notice pursuant to this Section 11.13(a) if the designation of such Subsidiary Borrower obligates the Managing Administrative Agent or any Lender Bank to comply with “know your customer” or other similar checks and identification requirements and procedures under any applicable laws, rules and regulations with respect to such Subsidiary Borrower in circumstances where the necessary information is not already available to it, the Company shall (or shall cause such Subsidiary Borrower to)shall, promptly upon the request of the Managing Administrative Agent or any Lender (through the Managing Administrative Agent)Bank, supply such documentation and other evidence as is reasonably requested by the Managing Administrative Agent or any Lender Bank in order for the Managing Administrative Agent or such Lender to comply therewith (but which in no event shall be more onerous, taken as a whole, than the equivalent documents delivered by the Company on the date hereof).the

Designation of Subsidiary Borrowers. Subject to the terms and conditions of this Section 2.23Section, the Company may, at any time and or from time to time after the Closing Date upon not less than 15 10 Business Days’ notice (a “Notice of Proposed Subsidiary Borrower Designation”) to the Managing Administrative Agent (or such shorter period which is reasonably acceptable to the Managing Administrative Agent), request that designate a wholly-owned, direct or indirect Domestic Subsidiary specified in such notice of the Company to become a party to this Agreement as a Subsidiary Borrower; provided that each such designation shall be subject to the prior approval of the Administrative Agent (which approval shall not be unreasonably withheld). Each Notice of Proposed Subsidiary Borrower Designation shall specify the name Upon receipt of such Subsidiary and its jurisdiction of organizationnotice under this Section, the proposed effective date of such designation and such other information relating thereto reasonably requested by the Managing Administrative Agent. The Managing Administrative Agent shall upon receipt of a Notice of Proposed Subsidiary Borrower Designation from the Company promptly notify each Lender thereof. Upon such approval and the satisfaction of the conditions specified in paragraph (b) of this Section 2.23 (but subject to the paragraph (d) of this Section 2.23)Section, such Subsidiary shall become a party to this Agreement as a Subsidiary Borrower hereunder and shall be entitled to borrow Revolving Credit Loans on and subject to the terms and conditions of this Agreement, and the Managing Administrative Agent shall 364-Day Credit Agreement promptly notify the Lenders of the effectiveness of such designation. If Following the giving of any notice pursuant to this Section, if the designation of such Subsidiary Borrower obligates the Managing Administrative Agent or any Lender to comply with “know your customer” or other similar checks and identification requirements and procedures under any applicable laws, rules and regulations with respect to such Subsidiary Borrower in circumstances where the necessary information is not already available to it, the Company shall (or shall cause such Subsidiary Borrower to)shall, promptly upon the request of the Managing Administrative Agent or any Lender (through the Managing Administrative Agent)Lender, supply such documentation and other evidence as is reasonably requested by the Managing Administrative Agent or any Lender in order for the Managing Administrative Agent or such Lender to comply therewith (but which in no event shall carry out and be more onerous, taken as a whole, than satisfied it has complied with the equivalent documents delivered by the Company on the date hereof)results of all necessary “know your customer” or other similar checks under all applicable Laws and regulations.

Designation of Subsidiary Borrowers. Subject to the terms and conditions of this Section 2.23Section, the Company may, at any time and or from time to time after the Closing Date upon not less than 15 10 Business Days’ notice (a “Notice of Proposed Subsidiary Borrower Designation”) to the Managing Administrative Agent (or such shorter period which is reasonably acceptable to the Managing Administrative Agent), request that designate a wholly-owned, direct or indirect Domestic Subsidiary specified in such notice of the Company to become a party to this Agreement as a Subsidiary Borrower; provided that each such designation shall be subject to the prior approval of the Administrative Agent (which approval shall not be unreasonably withheld). Each Notice of Proposed Subsidiary Borrower Designation shall specify the name Upon receipt of such Subsidiary and its jurisdiction of organizationnotice under this Section, the proposed effective date of such designation and such other information relating thereto reasonably requested by the Managing Administrative Agent. The Managing Administrative Agent shall upon receipt of a Notice of Proposed Subsidiary Borrower Designation from the Company promptly notify each Lender thereof. Upon such approval and the satisfaction of the conditions specified in paragraph (b) of this Section 2.23 (but subject to the paragraph (d) of this Section 2.23)Section, such Subsidiary shall become a party to this Agreement as a Subsidiary Borrower hereunder and shall be entitled to borrow Revolving Credit Loans on and subject to the terms and conditions of this Agreement, and the Managing Administrative Agent shall promptly notify the Lenders of the effectiveness of such designation. If Following the giving of any notice pursuant to this Section, if the designation of such Subsidiary Borrower obligates the Managing Administrative Agent or any Lender to comply with “know your customer” or other similar checks and identification requirements and procedures under any applicable laws, rules and regulations with respect to such Subsidiary Borrower in circumstances where the necessary information is not already available to it, the Company shall (or shall cause such Subsidiary Borrower to)shall, promptly upon the request of the Managing Administrative Agent or any Lender (through the Managing Administrative Agent)Credit Agreement Lender, supply such documentation and other evidence as is reasonably requested by the Managing Administrative Agent or any Lender in order for the Managing Administrative Agent or such Lender to comply therewith (but which in no event shall carry out and be more onerous, taken as a whole, than satisfied it has complied with the equivalent documents delivered by the Company on the date hereof)results of all necessary “know your customer” or other similar checks under all applicable Laws and regulations.

Designation of Subsidiary Borrowers. Subject to the terms and conditions of this Section 2.23Section, the Company may, at any time and or from time to time after the Closing Date upon not less than 15 10 Business Days’ notice (a “Notice of Proposed Subsidiary Borrower Designation”) to the Managing Administrative Agent (or such shorter period which is reasonably acceptable to the Managing Administrative Agent), request that designate a wholly-owned, direct or indirect Domestic Subsidiary specified in such notice of the Company to become a party to this Agreement as a Subsidiary Borrower; provided that each such designation shall be subject to the prior approval of the Administrative Agent (which approval shall not be unreasonably withheld). Each Notice of Proposed Subsidiary Borrower Designation shall specify the name Upon receipt of such Subsidiary and its jurisdiction of organizationnotice under this Section, the proposed effective date of such designation and such other information relating thereto reasonably requested by the Managing Administrative Agent. The Managing Administrative Agent shall upon receipt of a Notice of Proposed Subsidiary Borrower Designation from the Company promptly notify each Lender thereof. Upon such approval and the satisfaction of the conditions specified in paragraph (b) of this Section 2.23 (but subject to the paragraph (d) of this Section 2.23)Section, such Subsidiary shall become a party to this Agreement as a Subsidiary Borrower hereunder and shall be entitled to borrow Revolving Credit Loans on and subject to the terms and conditions of this Agreement, and the Managing Administrative Agent shall Three-Year Credit Agreement promptly notify the Lenders of the effectiveness of such designation. If Following the giving of any notice pursuant to this Section, if the designation of such Subsidiary Borrower obligates the Managing Administrative Agent or any Lender to comply with “know your customer” or other similar checks and identification requirements and procedures under any applicable laws, rules and regulations with respect to such Subsidiary Borrower in circumstances where the necessary information is not already available to it, the Company shall (or shall cause such Subsidiary Borrower to)shall, promptly upon the request of the Managing Administrative Agent or any Lender (through the Managing Administrative Agent)Lender, supply such documentation and other evidence as is reasonably requested by the Managing Administrative Agent or any Lender in order for the Managing Administrative Agent or such Lender to comply therewith (but which in no event shall carry out and be more onerous, taken as a whole, than satisfied it has complied with the equivalent documents delivered by the Company on the date hereof)results of all necessary “know your customer” or other similar checks under all applicable Laws and regulations.