Common use of Subsidiary Borrowers Clause in Contracts

Subsidiary Borrowers. (a) The Company may, at any time or from time to time, designate any Wholly-Owned Subsidiary of the Company that is a Foreign Subsidiary as a “Subsidiary Borrower” hereunder by furnishing to the Administrative Agent a Designation Letter in duplicate, duly completed and executed by the Company and such Wholly-Owned Subsidiary, together with the items described in Section 4.01(e) and (f) relating to such Subsidiary Borrower in substantially the same form and scope as those delivered with respect to any Subsidiary Borrower designated on the date of this Agreement (or, as the Administrative Agent may reasonably require if there were no such deliveries) and such other documents as the Administrative Agent shall reasonably request. The Administrative Agent shall promptly notify each Lender of any such designation by the Company and the Company shall promptly furnish any related “know your customer” information requested by any Lender. Upon such designation and the approval of the Administrative Agent and each Lender thereof (which approval each Lender shall use commercially reasonable efforts to grant within ten (10) Business Days unless such Lender has in good faith determined that there exists a practical or legal impediment to its performance as a Lender with respect to such Foreign Subsidiary (or that it would incur any incremental expense as a result of such designation for which it would not be entitled to be compensated hereunder)), such designated Foreign Subsidiary shall become a Subsidiary Borrower hereunder (with the related rights and obligations) and shall be entitled to request Revolving Loans on and subject to the terms and conditions of, and to the extent provided in, this Agreement.

Subsidiary Borrowers. (a) The Company Borrower may, at any time or from time to time, designate any one or more Wholly-Owned Subsidiary Foreign Subsidiaries of the Company that is a Foreign Subsidiary Borrower as a “Subsidiary Borrower” hereunder by furnishing to the Administrative Agent and the Lenders at least five Business Days before such designation is to take effect a Designation Letter in duplicate, duly completed and executed by the Company Borrower and such Wholly-Owned Foreign Subsidiary, together with (i) the items described in Section 4.01(eparagraphs (c) and (fd) of Section 4.01 relating to such Subsidiary Borrower in substantially the same form and scope as those delivered with respect substance satisfactory to any Subsidiary Borrower designated on the date of this Agreement Administrative Agent, (or, ii) such security agreements and similar documents as the Administrative Agent may shall reasonably require if there were no request to accomplish the pledge by such deliveriesSubsidiary Borrower of substantially all of its assets (other than Real Property) and such immaterial assets as may be agreed upon between the Administrative Agent and the Borrower) to secure the obligations of such Subsidiary Borrower hereunder and under the Designation Letter, and (iii) such other documents and information (including information relating to “know your customer” rules and regulations) as the Administrative Agent shall reasonably request. The Administrative Agent shall promptly notify each Lender of Upon any such designation by the Company of a Wholly-Owned Foreign Subsidiary and the Company shall promptly furnish any related “know your customer” information requested by any Lender. Upon such designation and the approval consent of each of the Administrative Agent and each Lender thereof (Lenders with a Revolving Commitment, which approval each Lender shall use commercially reasonable efforts to grant within ten (10) Business Days unless such Lender has in good faith determined that there exists a practical or legal impediment to its performance as a Lender with respect to such Foreign Subsidiary (or that it would incur any incremental expense as a result of such designation for which it would will not be entitled to be compensated hereunder))unreasonably withheld, such designated Foreign Subsidiary shall become be a Subsidiary Borrower hereunder (with the related rights and obligations) and shall be entitled to request Revolving Loans on and subject to the terms and conditions of, and to the extent provided in, this AgreementLoans.

Subsidiary Borrowers. (a) The Company Borrower may, at any time or from time to time, designate any propose designating one or more Wholly-Owned Subsidiary Subsidiaries of the Company that is a Foreign Subsidiary Borrower as a “Subsidiary Borrower” hereunder by furnishing to the Administrative Agent a Designation Letter in duplicate, duly completed and executed by the Company Borrower and such Wholly-Owned Subsidiary, together with the items described in Section 4.01(eparagraphs (b) and (fc) of Section 4.01 relating to such Subsidiary Borrower in substantially the same form and scope as those delivered with respect to any Subsidiary Borrower designated on the date of this Agreement (or, as the Administrative Agent may reasonably require if there were no such deliveries) and such other documents as the Administrative Agent shall reasonably request. The Upon receipt of any such designation, the Administrative Agent shall promptly notify each Lender the Revolving Lenders thereof. Subject to receipt of any such designation by the Company and the Company shall promptly furnish any related “know your customer” information requested by any Lender. Upon such designation and the approval of the Administrative Agent and by each Revolving Lender thereof (which approval each Lender shall use commercially reasonable efforts to grant within ten (10) Business Days unless such Lender has in good faith determined that there exists a practical or legal impediment to its performance as a Lender with respect to such Foreign Subsidiary (or that it would incur any incremental expense as a result of such designation for which it would (such approval not be entitled to be compensated hereunder)unreasonably delayed or withheld), such designated Foreign Subsidiary shall become be a Subsidiary Borrower hereunder (with the related rights and obligations) and shall be entitled to request Revolving Loans and Swingline Loans on and subject to the terms and conditions of, and to the extent provided in, this Agreement.

Subsidiary Borrowers. (a) The Company may, at any time or from time to time, designate any one or more Wholly-Owned Subsidiary Subsidiaries of the Company that is a Foreign Subsidiary as a “Subsidiary Borrower” hereunder by furnishing to the Administrative Agent a Designation Letter in duplicate, duly completed and executed by the Company and such Wholly-Owned Subsidiary, together with the items described in Section 4.01(eparagraphs (i) and (fj) of Section 4.01 relating to such Subsidiary Borrower in substantially the same form and scope as those delivered with respect to any Subsidiary Borrower designated on the date of this Agreement (or, as the Administrative Agent may reasonably require if there were no such deliveries) and such other documents as the Administrative Agent shall reasonably request. The Administrative Agent shall promptly notify each Lender of Upon any such designation by of a Wholly-Owned Subsidiary and, in the Company and the Company shall promptly furnish any related “know your customer” information requested by any Lender. Upon such designation and case of a designated Subsidiary which is a Foreign Subsidiary, the approval of such designation by the Administrative Agent and each Lender thereof (which approval each Lender shall use commercially reasonable efforts to grant within ten (10) Business Days unless such Lender has in good faith determined that there exists a practical or legal impediment to its performance as a Lender with respect to such Foreign Subsidiary (or that it would incur any incremental expense as a result of such designation for which it would not be entitled to be compensated hereunder))Lender, such designated Foreign Subsidiary shall become be a Subsidiary Borrower hereunder (with all the related rights and obligations) and shall be entitled to request Revolving Loans and Letters of Credit on and subject to the terms and conditions of, and to the extent provided in, this Agreement. Notwithstanding the foregoing, it is agreed that subject to delivery of the documents referred to in the first sentence of this Section 2.22(a) and satisfactory completion by each Lender of applicable “know-your-customer”, anti-money laundering and similar procedures, the following Subsidiaries shall be deemed approved as Subsidiary Borrowers: (i) Ingredion U.K. Limited, a company organized under the laws of the United Kingdom, (ii) Ingredion Espana, SLU, a company organized under the laws of Spain, (iii) Corn Products Netherlands Holding SarL, a company organized under the laws of Luxembourg and (iv) Ingredion Germany GmbH, a company organized under the laws of Germany.

Subsidiary Borrowers. (a) The Company may, at any time or from time to time, designate any Wholly-Owned Subsidiary of the Company that is a Foreign Subsidiary as a “Subsidiary Borrower” hereunder by furnishing to the Administrative Agent a Designation Letter in duplicate, duly completed and executed by the Company and such Wholly-Owned Subsidiary, together with the items described in Section 4.01(eparagraphs (e) and (f) of Section 4.01 relating to such Subsidiary Borrower in substantially the same form and scope as those delivered with respect to any Subsidiary Borrower designated on the date of this Agreement (or, as the Administrative Agent may reasonably require if there were no such deliveries) and such other documents as the Administrative Agent shall reasonably request. The Administrative Agent shall promptly notify each Lender of any such designation by the Company and the Company shall promptly furnish any related “know your customer” information requested by any LenderCompany. Upon such designation and the approval of the Administrative Agent and each Lender thereof (which approval each Lender shall use commercially reasonable efforts to grant within ten (10) Business Days unless such Lender has in good faith determined that there exists a practical or legal impediment to its performance as a Lender with respect to such Foreign Subsidiary (or that it would incur any incremental expense as a result of such designation for which it would not be entitled to be compensated hereunder)), such designated Foreign Subsidiary shall become a Subsidiary Borrower hereunder (with the related rights and obligations) and shall be entitled to request Revolving Loans on and subject to the terms and conditions of, and to the extent provided in, this Agreement.

Subsidiary Borrowers. (a) The Company Borrower may, at any time or from time to time, designate any one or more Wholly-Owned Subsidiary Subsidiaries of the Company that is a Foreign Subsidiary Borrower as a “Subsidiary Borrower” hereunder by furnishing to the Administrative Agent a Designation Letter in duplicate, duly completed and executed by the Company Borrower and such Wholly-Owned Subsidiary, together with the items described in Section 4.01(eparagraphs (e) and (f) of Section 4.01 relating to such Subsidiary Borrower in substantially the same form and scope as those delivered with respect to any Subsidiary Borrower designated on the date of this Agreement (or, as the Administrative Agent may reasonably require if there were no such deliveries) and such other documents as the Administrative Agent shall reasonably request. The Administrative Agent shall promptly notify each Lender of any such designation by the Company and the Company shall promptly furnish any related “know your customer” information requested by any LenderBorrower. Upon any such designation and of a Wholly-Owned Subsidiary and, in the case of a designated Subsidiary which is a Foreign Subsidiary, the approval of the Administrative Agent and each Lender thereof (which approval each Lender shall use commercially reasonable efforts to grant within ten (10) Business Days unless such Lender has in good faith determined that there exists a practical or legal impediment to its performance as a Lender with respect to such Foreign Subsidiary (or that it would incur any incremental expense as a result of such designation for which it would not be entitled to be compensated hereunder))Lender, such designated Foreign Subsidiary shall become be a Subsidiary Borrower hereunder (with the related rights and obligations) and shall be entitled to request Revolving Loans on and subject to the terms and conditions of, and to the extent provided in, this Agreement. The Administrative Agent and each Lender hereby acknowledge and agree that Xxxxxxx & Xxxxx Finance Europe B.V. is being designated as a Subsidiary Borrower as of the Effective Date.

Subsidiary Borrowers. (a) The Company Borrower may, at any time or from time to time, designate any one or more Wholly-Owned Subsidiary Subsidiaries of the Company that is a Foreign Subsidiary Borrower as a “Subsidiary Borrower” hereunder by furnishing to the Administrative Agent and the Lenders at least five Business Days before such designation is to take effect a Designation Letter in duplicate, duly completed and executed by the Company Borrower and such Wholly-Owned Subsidiary, together with (i) the items described in Section 4.01(eparagraphs (b) and (fc) of Section 4.01 relating to such Subsidiary Borrower in substantially the same form and scope as those delivered with respect substance satisfactory to any Subsidiary Borrower designated on the date of this Agreement Administrative Agent, (or, ii) such security agreements and similar documents as the Administrative Agent shall reasonably request to accomplish the pledge by such Subsidiary Borrower of substantially all of its assets (other than Real Property and such immaterial assets as may reasonably require if there were no be agreed upon between the Administrative Agent and the Borrower) to secure the obligations of such deliveriesSubsidiary Borrower hereunder and under the Designation Letter, and (iii) and such other documents and information (including information relating to “know your customer” rules and regulations) as the Administrative Agent shall reasonably request. The Administrative Agent shall promptly notify each Lender of Upon any such designation by the Company and the Company shall promptly furnish any related “know your customer” information requested by any Lender. Upon such designation and the approval of the Administrative Agent and each Lender thereof (which approval each Lender shall use commercially reasonable efforts to grant within ten (10) Business Days unless such Lender has in good faith determined that there exists a practical or legal impediment to its performance as a Lender with respect to such Foreign Subsidiary (or that it would incur any incremental expense as a result of such designation for which it would not be entitled to be compensated hereunder))Wholly-Owned Subsidiary, such designated Foreign Subsidiary shall become be a Subsidiary Borrower hereunder (with the related rights and obligations) and shall be entitled to request Revolving Loans on and subject to the terms and conditions of, and to the extent provided in, this Agreement.

Subsidiary Borrowers. (a) The Company mayCompany, at any time or from time to time, designate any Wholly-Owned Subsidiary of the Company that is a Foreign Subsidiary as a “Subsidiary Borrower” hereunder time by furnishing notice to the Administrative Agent (which shall identify the proposed Subsidiary Borrower and its jurisdiction of organization), may (i) add any Eligible Subsidiary in an Eligible Jurisdiction as a Designation Letter in duplicate, duly completed and Subsidiary Borrower by delivery of an executed by the Company and such Wholly-Owned Subsidiary, together with the items described in Section 4.01(e) Subsidiary Borrower Supplement and (fii) relating to such request that any other Eligible Subsidiary Borrower in substantially the same form and scope as those delivered with respect to any become a Subsidiary Borrower designated on the date of this Agreement (or, as the Administrative Agent may reasonably require if there were no such deliveries) and such other documents as the Administrative Agent shall reasonably requestBorrower. The Administrative Agent shall promptly notify each Lender forward a copy of any such designation by notice to each Lender. Upon delivery of the Company notice and Subsidiary Borrower Supplement (in the case of clause (i) above) or, in the case of clause (ii) above, upon the Administrative Agent’s consent to such designation, which consent shall not be unreasonably withheld or delayed, then such Eligible Subsidiary shall become a Borrower hereunder; provided that (x) such Eligible Subsidiary and the Company shall promptly furnish any related “know your customer” information requested by any Lender. Upon such designation and the approval of have delivered a Subsidiary Borrower Supplement to the Administrative Agent and each Lender thereof (which approval shall promptly deliver a copy thereof to each Lender shall use commercially reasonable efforts to grant within ten (10Lender) not later than five Business Days unless prior to the proposed effective date of such Lender has designation; (y) to the extent requested by the Administrative Agent (on behalf of itself or any Lender) in good faith determined that there exists a practical or legal impediment writing at least five Business Days prior to its performance as a Lender the proposed effective date of such designation, the Company shall have delivered all documents and information required by regulatory authorities under applicable “know-your-customer” rules and regulations with respect to the proposed Subsidiary Borrower; and (iii) prior to the making of any Credit Extension to such Foreign Subsidiary (or that it would incur any incremental expense as a result of such designation for which it would not be entitled to be compensated hereunder))Borrower, such designated Foreign Subsidiary shall become a Subsidiary Borrower hereunder (with shall have satisfied the related rights and obligations) and shall be entitled to request Revolving Loans on and subject to the terms and conditions of, and to the extent provided in, this Agreementprecedent set forth in Section 11.3.