Common use of Permitted Foreign Facilities Clause in Contracts

Permitted Foreign Facilities. The Agent may arrange for one or more existing U.S. Revolving Lenders and/or their Affiliates to issue commitments in an amount equal to the amount of the Incremental Foreign Facility requested by the Borrower Agent; provided, however, that (A) no Lender shall be obligated to provide a commitment under any Incremental Foreign Facility as a result of any request by the Borrower Agent, and the Borrower Agent shall not be obligated to provide any existing Lender or its Affiliates with the opportunity to provide a commitment under any Incremental Foreign Facility established pursuant hereto, and (B) any Person providing a commitment under an Incremental Foreign Facility that is not an existing U.S. Revolving Lender shall be an Eligible Assignee and shall be subject to the approval of the Agent and the Borrower Agent (each such consent not to be unreasonably withheld) to the extent required under Section 9.04(b)(i)(A). The proceeds of any Incremental Foreign Facility may be used for general corporate purposes. (i) No Incremental Foreign Facility shall become effective unless and until each of the following conditions have been satisfied or waived by the Agent and applicable Incremental Foreign Facility Lender(s): (A) the applicable U.S. Borrowers, Foreign Subsidiaries and Incremental Foreign Facility Lender(s) shall have executed and delivered definitive documentation requested by, and in form and substance reasonably satisfactory to, the Agent to establish such Incremental Foreign Facility; (B) the U.S. Borrowers shall have paid such fees and other compensation as the Borrower Agent, Agent and each such Incremental Foreign Facility Lender(s) may agree; (C) the Borrower Agent shall have delivered to the Agent an opinion or opinions, in form and substance reasonably satisfactory to the Agent, from counsel to the U.S. Borrowers that are party to such Incremental Foreign Facility; (D) to the extent requested by any applicable Incremental Foreign Facility Lender, a promissory note will be issued at the U.S. Borrowers’ expense, to each such Incremental Foreign Facility Lender; and (E) the Borrower Agent shall have delivered to the Agent (1) the resolutions adopted by each applicable U.S. Borrower and related Foreign Subsidiary approving or consenting to such Incremental Foreign Facility and (2) a certificate of a Responsible Officer of the Company to the effect that, after giving effect to the requested Incremental Foreign Facility, (x) no Event of Default shall have occurred and be continuing and (y) the representations and warranties of the Loan Parties set forth in this Agreement and in each of the other Loan Documents and by the Company and its Subsidiaries that are party to the documentation establishing such Incremental Foreign Facility shall be true and correct in all material respects (or, in the case of any representations and warranties qualified by materiality or Material Adverse Effect, after giving effect to such qualification, in all respects) on and as of the date of such Incremental Foreign Facility, with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects (or, in the case of any representations and warranties qualified by materiality or Material Adverse Effect, after giving effect to such qualification, in all respects) as of such earlier date). (ii) The Agent shall promptly notify each Lender as to the effectiveness of each Incremental Foreign Facility, including all amendments to the Loan Documents approved by the Agent in accordance with Section 9.02(b) in order to establish such Incremental Foreign Facility.

Permitted Foreign Facilities. The Agent may arrange for one or more existing U.S. Revolving Lenders and/or their Affiliates to issue commitments in an amount equal to the amount of the Incremental Permitted Foreign Facility requested by the Borrower Agent; provided, however, that (A) no Lender shall be obligated to provide a commitment under any Incremental Permitted Foreign Facility as a result of any request by the Borrower Agent, and the Borrower Agent shall not be obligated to provide any existing Lender or its Affiliates with the opportunity to provide a commitment under any Incremental Permitted Foreign Facility established pursuant hereto, and (B) any Person providing a commitment under an Incremental a Permitted Foreign Facility that is not an existing U.S. Revolving Lender shall be an Eligible Assignee and shall be subject to the approval of the Agent and the Borrower Agent (each such consent not to be unreasonably withheld) to the extent required under Section 9.04(b)(i)(A9.04(b). The proceeds of any Incremental Permitted Foreign Facility may be used for general corporate purposes. (i) No Incremental Permitted Foreign Facility shall become effective unless and until each of the following conditions have been satisfied or waived by the Agent and applicable Incremental Permitted Foreign Facility Lender(s): (A) after giving effect to the applicable U.S. Borrowers, Foreign Subsidiaries and Incremental Foreign Facility Lender(s) shall have executed and delivered definitive documentation requested by, and in form and substance reasonably satisfactory to, effectiveness of the Agent to establish such Incremental Permitted Foreign Facility, no Default or Event of Default shall exist; (B) the U.S. Borrowers shall have paid such fees and other compensation as the Borrower Agent, Agent and each such Incremental Foreign Facility Lender(s) may agree; (C) the Borrower Agent shall have delivered to the Agent an opinion or opinions, in form and substance reasonably satisfactory to the Agent, from counsel to the U.S. Borrowers that are party to such Incremental Foreign Facility; (D) to the extent requested by any applicable Incremental Foreign Facility Lender, a promissory note will be issued at the U.S. Borrowers’ expense, to each such Incremental Foreign Facility Lender; and (E) the Borrower Agent shall have delivered to the Agent (1) the resolutions adopted by each applicable U.S. Borrower and related Foreign Subsidiary approving or consenting to such Incremental Foreign Facility and (2) a certificate of a Responsible Officer of the Company to the effect that, after giving effect to the requested Incremental Foreign Facility, (x) no Event of Default shall have occurred and be continuing and (y) the representations and warranties of the Loan Parties set forth in this Agreement and in each of the other Loan Documents and by the Company and its Subsidiaries that are party to the documentation establishing such Incremental Foreign Facility Article III shall be true and correct in all material respects (or, in the case of although any representations and warranties qualified by materiality or Material Adverse Effect, after giving effect to such qualification, in all respects) on and as of the date of such Incremental Foreign Facility, with the same effect as though made on and as of such date, except to the extent such representations and warranties which expressly relate to an earlier a given date (in which case such representations and warranties or period shall be required only to be true and correct in all material respects (oras of the respective date or for the respective period, in as the case may be); (C) the final maturity of any representations and warranties qualified by materiality or Material Adverse Effect, after giving effect such Permitted Foreign Facility shall be no earlier than the Latest Maturity Date of the Revolving Commitments in existence immediately prior to such qualificationPermitted Foreign Facility; and (D) the Permitted Foreign Facility shall be on terms and pursuant to documentation applicable to the Revolving Commitments, in all respects) as of except with respect to any commitment, arrangement, upfront or similar fees that may be agreed to among the Company and the lenders providing such earlier date)additional commitments. (ii) The Agent shall promptly notify each Lender as to the effectiveness of each Incremental Permitted Foreign Facility, including all amendments to the Loan Documents approved by the Agent in accordance with Section 9.02(b) in order to establish such Incremental Permitted Foreign Facility.