Common use of Foreign Subsidiary Borrowers Clause in Contracts

Foreign Subsidiary Borrowers. (a) The Parent Borrower may at any time, with the prior consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed), add as a Revolving Borrower to this Agreement any Foreign Subsidiary upon satisfaction of the conditions specified in Section 5.3, in which case such Foreign Subsidiary shall for all purposes be a party hereto as a Revolving A Borrower or Revolving B Borrower, as the case may be, as fully as if it had executed and delivered this Agreement. Subject to Section 2.11.3, the Administrative Agent shall notify the applicable Lenders in the Class to which such Foreign Subsidiary shall be a Revolving Borrower at least five Business Days prior to granting such consent, and shall withhold such consent if the Required Revolving A Lenders and/or Required Revolving B Lenders, as the case may be, notify the Administrative Agent within five Business Days that they are not permitted by Applicable Law or any other organizational policy to make Loans to the relevant Foreign Subsidiary. If (i) any Lender shall have notified the Administrative Agent that it is not permitted by Applicable Law or any other organizational policy to make Loans to the relevant Foreign Subsidiary and (ii) the Administrative Agent is not required to withhold its consent to the addition of such Foreign Subsidiary as a Foreign Subsidiary Borrower pursuant to the immediately preceding sentence, then such Foreign Subsidiary Borrower shall be added, provided that the Administrative Agent may establish and apply such other rules and procedures as it deems reasonably necessary for the addition of such Foreign Subsidiary Borrower pursuant to, and in a manner consistent with, this Agreement.

Foreign Subsidiary Borrowers. (a) The Subject to Section 2.11.3, the Parent Borrower may at any time, with the prior consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed), add as a Revolving Borrower to this Agreement any Foreign Subsidiary upon satisfaction of the conditions specified in Section 5.3, in which case such Foreign Subsidiary shall for all purposes be a party hereto as a Revolving A Borrower or Revolving B Borrower, as the case may be, as fully as if it had executed and delivered this Agreement. Subject to Section 2.11.3, provided that the Administrative Agent shall notify the applicable Lenders in the Class to which such Foreign Subsidiary shall be a Revolving Borrower at least five Business Days prior to granting such consent, and shall withhold such consent if the Required any Revolving A Lenders Lender and/or Required Revolving B LendersLender, as the case may be, notify notifies the Administrative Agent within five Business Days that they are it is not permitted by Applicable Law or any other organizational policy to make Loans to the relevant Foreign Subsidiary. If (i) any no Lender shall have notified the Administrative Agent that it is not permitted by Applicable Law or any other organizational policy to make Loans to the relevant Foreign Subsidiary and (ii) the Administrative Agent is has not required to withhold withheld its consent to the addition of such Foreign Subsidiary as a Foreign Subsidiary Borrower pursuant to the immediately preceding sentence, then such Foreign Subsidiary Borrower shall be added, provided that the Administrative Agent may establish and apply such other rules and procedures as it deems reasonably necessary for the addition of such Foreign Subsidiary Borrower pursuant to, and in a manner consistent with, this Agreement.

Foreign Subsidiary Borrowers. (a) The Subject to Section 2.11.3, the Parent Borrower may at any time, with the prior consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed), add as a Revolving Borrower to this Agreement any Foreign Subsidiary upon satisfaction of the conditions specified in Section 5.3, in which case such Foreign Subsidiary shall for all purposes be a party hereto as a Revolving A Borrower or Revolving B Borrower, as the case may be, as fully as if it had executed and delivered this Agreement. Subject to Section 2.11.3, provided that the Administrative Agent shall notify the applicable Lenders in the Class to which such Foreign Subsidiary shall be a Revolving Borrower at least five Business Days prior to granting such consent, and shall withhold such consent if the Required any Revolving A Lenders Lender and/or Required Revolving B LendersLender, as the case may be, notify notifies the Administrative Agent within five Business Days that they are it is not permitted by Applicable Law or any other organizational policy to make Loans to the relevant Foreign Subsidiary. If (i) any no Lender shall have notified the Administrative Agent that it is not permitted by Applicable Law or any other organizational policy to make Loans to the relevant Foreign Subsidiary and (ii) the Administrative Agent is has not required to withhold withheld its consent to the addition of such Foreign Subsidiary as a Foreign Subsidiary Borrower pursuant to the immediately preceding sentence, then such Foreign Subsidiary Borrower shall be added, provided that the Administrative Agent may establish and apply such other rules and procedures procedures, and amend this Agreement accordingly, as it deems reasonably necessary for the addition of such Foreign Subsidiary Borrower pursuant to, and in a manner consistent with, this Agreement.

Foreign Subsidiary Borrowers. (ai) The Subject to Section 2.11(b), the Parent Borrower may at any time, with the prior consent of the Administrative Agent (such consent not to be unreasonably withheld or delayeddelayed and which consent shall not be required for any Foreign Subsidiary identified on Schedule 2.11(a) on the Closing Date), add as a Revolving Borrower to this Agreement any Foreign Subsidiary upon satisfaction of the conditions specified in Section 5.3, in which case such Foreign Subsidiary shall for all purposes be a party hereto as a Revolving A Borrower or Revolving B Borrower, as the case may be, as fully as if it had executed and delivered this Agreement. Subject to Section 2.11.3, provided that the Administrative Agent shall notify the applicable Revolving Credit Lenders in the Class to which such Foreign Subsidiary shall be a Revolving Borrower at least five ten Business Days prior to granting such consent, and shall withhold such consent if the Required any Revolving A Lenders Lender and/or Required Revolving B LendersLender, as the case may be, notify notifies the Administrative Agent within five ten Business Days that they are it is not permitted by Applicable Law or any other organizational policy to make Loans to the relevant Foreign Subsidiary. If (i) any no Revolving Credit Lender shall have notified the Administrative Agent that it is not permitted by Applicable Law or any other organizational policy to make Revolving Credit Loans to the relevant Foreign Subsidiary and (ii) the Administrative Agent is has not required to withhold withheld its consent to the addition of such Foreign Subsidiary as a Foreign Subsidiary Borrower pursuant to the immediately preceding sentence, then such Foreign Subsidiary Borrower shall be added, provided that the Administrative Agent may establish and apply such other rules and procedures procedures, and amend this Agreement accordingly, as it deems reasonably necessary for the addition of such Foreign Subsidiary Borrower pursuant to, and in a manner consistent with, this Agreement.

Foreign Subsidiary Borrowers. (a) The Parent Borrower may at any time, with the prior consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed), add as a Revolving Borrower party to this Agreement any Foreign Subsidiary to be a Foreign Subsidiary Borrower upon satisfaction of the conditions specified in Section 5.3, in which case such Foreign Subsidiary shall for all purposes be a party hereto as a Revolving A Foreign Subsidiary Borrower or Revolving B Borrower, as the case may be, as fully as if it had executed and delivered this Agreement. Subject to Section 2.11.3, the The Administrative Agent shall notify the applicable Revolving Lenders in the Class to which such Foreign Subsidiary shall be a Revolving Borrower at least five 5 Business Days prior to granting such consent, and shall withhold such consent if the Required any such Lender (a “Specified Revolving A Lenders and/or Required Revolving B Lenders, as the case may be, notify Lender”) notifies the Administrative Agent within five 5 Business Days (or such longer time period as the Administrative Agent and the Parent Borrower may reasonably agree) that they are it is not permitted by Applicable applicable Requirements of Law (including any requirements of the Patriot Act or any similar “know your customer” or other organizational policy similar checks under all applicable laws and regulations, anti-money laundering requirements, Sanctions and local approvals) to make Loans to the relevant Foreign Subsidiary. If (i) So long as the principal of and interest on any Lender shall have notified the Administrative Agent that it is not permitted by Applicable Law or Loans made to any other organizational policy to make Loans to the relevant Foreign Subsidiary and (ii) the Administrative Agent is not required to withhold its consent to the addition of such Foreign Subsidiary as a Foreign Subsidiary Borrower pursuant to the immediately preceding sentence, then such Foreign Subsidiary Borrower under this Agreement shall be added, provided that the Administrative Agent may establish have been paid in full and apply such all other rules and procedures as it deems reasonably necessary for the addition obligations of such Foreign Subsidiary Borrower pursuant tounder this Agreement shall have been fully performed, and in the Parent Borrower may, by not less than three Business Days’ prior notice to the Administrative Agent (which shall promptly notify the relevant Lenders thereof), terminate such Subsidiary’s status as a manner consistent with, this Agreement“Foreign Subsidiary Borrower”.

Foreign Subsidiary Borrowers. In the case of the first requested borrowing by each Foreign Subsidiary Borrower, the Company shall deliver and, in the case of any Foreign Subsidiary Borrower organized under the laws of Hong Kong, the Banks shall deliver (asolely with respect to clause (iii) The Parent Borrower may at any time, with the prior consent of below) to the Administrative Agent (and, if applicable, the HK Administrative Agent) (i) on or prior to such consent not to be unreasonably withheld date a copy of the resolutions (or delayedother comparable document under applicable law), add in form and substance satisfactory to the Administrative Agent (and, if applicable, the HK Administrative Agent), of the Board of Directors (or other governing body) of such Foreign Subsidiary Borrower authorizing (1) the execution, delivery and performance of each Credit Document to which it will be party and (2) the borrowings contemplated hereunder, certified by the Secretary or an Assistant Secretary or other authorized officer of such Foreign Subsidiary Borrower as a Revolving Borrower of the Borrowing Date, which certificate shall be in form and substance satisfactory to this Agreement the Administrative Agent (and, if applicable, the HK Administrative Agent) and shall state that the resolutions (or other comparable document under applicable law) thereby certified have not been amended, modified, revoked or rescinded (ii) in the case of any Foreign Subsidiary upon satisfaction Borrower organized under the laws of the conditions specified in Section 5.3Hong Kong, in which case a Foreign Subsidiary Opinion with respect to such Foreign Subsidiary shall for all purposes be a party hereto as a Revolving A Borrower or Revolving B Borrower, as the case may be, as fully as if it had executed and delivered this Agreement. Subject to Section 2.11.3, the Administrative Agent shall notify the applicable Lenders in the Class to which such Foreign Subsidiary shall be a Revolving Borrower at least (iii) five Business Days prior to granting such consentdate all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including any additional information requested by the Banks in connection with subsection 15.17. Each request for an Extension of Credit by any Borrower shall constitute a representation and shall withhold warranty by the Company and such consent if Borrower that as of the Required Revolving A Lenders and/or Required Revolving B Lenders, as the case may be, notify the Administrative Agent within five Business Days that they are not permitted by Applicable Law or any other organizational policy to make Loans to the relevant Foreign Subsidiary. If (i) any Lender shall have notified the Administrative Agent that it is not permitted by Applicable Law or any other organizational policy to make Loans to the relevant Foreign Subsidiary and (ii) the Administrative Agent is not required to withhold its consent to the addition date of such Foreign Subsidiary as a Foreign Subsidiary Borrower pursuant to Extension of Credit the immediately preceding sentence, then such Foreign Subsidiary Borrower shall be added, provided that the Administrative Agent may establish and apply such other rules and procedures as it deems reasonably necessary for the addition of such Foreign Subsidiary Borrower pursuant to, and conditions contained in a manner consistent with, this Agreementsubsection 10.2 have been satisfied.

Foreign Subsidiary Borrowers. (a) The Parent Borrower may at any time, with the prior consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed), add as a Revolving Borrower party to this Agreement any Foreign Subsidiary to be a Foreign Subsidiary Borrower upon satisfaction of the conditions specified in Section 5.3, in which case such Foreign Subsidiary shall for all purposes be a party hereto as a Revolving A Foreign Subsidiary Borrower or Revolving B Borrower, as the case may be, as fully as if it had executed and delivered this Agreement. Subject to Section 2.11.3, the The Administrative Agent shall notify the applicable Revolving Lenders in the Class to which such Foreign Subsidiary shall be a Revolving Borrower at least five 5 Business Days prior to granting such consent, and shall withhold such consent if the Required any such Lender (a “Specified Revolving A Lenders and/or Required Revolving B Lenders, as the case may be, notify Lender”) notifies the Administrative Agent within five 5 Business Days (or such longer time period as the Administrative Agent and the Parent Borrower may reasonably agree) that they are it is not permitted by Applicable applicable Requirements of Law (including any requirements of the Patriot Act or any similar “know your customer” or other organizational similar checks under all applicable laws and regulations, anti-money laundering requirements, Sanctions and local approvals) or internal policy to make Loans to the relevant Foreign Subsidiary. If (i) So long as the principal of and interest on any Lender shall have notified the Administrative Agent that it is not permitted by Applicable Law or Loans made to any other organizational policy to make Loans to the relevant Foreign Subsidiary and (ii) the Administrative Agent is not required to withhold its consent to the addition of such Foreign Subsidiary as a Foreign Subsidiary Borrower pursuant to the immediately preceding sentence, then such Foreign Subsidiary Borrower under this Agreement shall be added, provided that the Administrative Agent may establish have been paid in full and apply such all other rules and procedures as it deems reasonably necessary for the addition obligations of such Foreign Subsidiary Borrower pursuant tounder this Agreement shall have been fully performed, and in the Parent Borrower may, by not less than three Business Days’ prior notice to the Administrative Agent (which shall promptly notify the relevant Lenders thereof), terminate such Subsidiary’s status as a manner consistent with, this Agreement“Foreign Subsidiary Borrower”.