Common use of Successor Borrower Clause in Contracts

Successor Borrower. Substantially concurrently with (or at any time after) the effectiveness of the Specified Acquisition Transaction, the Company may (upon not less than 15 Business Days’ prior written notice to the Administrative Agent and the Lenders (or such shorter time as the Administrative Agent may agree)), subject to the provisions of this Section 2.23, designate New Mylan as a successor Borrower (the “Successor Borrower”) and effective as of the date hereof, the Administrative Agent and each Lender agree that New Mylan may become a “Successor Borrower” pursuant hereto without any requirement of further consent from the Lenders or the Administrative Agent, provided that (i) New Mylan expressly assumes all the obligations of the Company under this Agreement and the other Loan Documents to which the Company is then party pursuant to a document set forth under clause (A) below, (ii) New Mylan is organized under the laws of a Permitted Jurisdiction, (iii) New Mylan takes all such actions and executes and delivers to the Administrative Agent (A) a joinder to this Agreement in the form of Exhibit I, any document required by any Issuer Document in order to assume or otherwise transfer such Issuer Document and with respect to any promissory note, a new promissory note substantially in the form of such existing promissory note, (B) all documents and other information reasonably requested by the Lenders in order to allow the Lenders to comply with applicable “know your customer” and anti-money laundering rules and regulations, including the Act, (C) customary legal opinions substantially similar to those delivered pursuant to Section 4.01(b) (with such changes as may be appropriate to reflect local law concerns), (D) customary closing documents substantially similar to those delivered pursuant to Section 4.01(c) and (E) other documentation required under applicable Laws, (iv) each Lender, at the time of such designation, shall be permitted under applicable Laws and shall be licensed to make Loans and other applicable extensions of credit to New Mylan in accordance with the terms of this Agreement and the other Loan Documents, or, if any such Lender is not so permitted, such Lender may be replaced pursuant to the provisions of Section 2.18(b), (v) New Mylan shall have all governmental approvals and authorizations necessary to act, and perform its obligations, as a Borrower in connection with this Agreement and the Loan Documents, (vi) no Event of Default exists or would result from the designation thereof and (vii) each Guarantor shall have confirmed that its Guarantee shall apply to New Mylan’s obligations under the Loan Documents, provided, further, that if the foregoing are satisfied, (x) the Successor Borrower will succeed to, and be substituted for, the Company as the Borrower under this Agreement and (y) the Company shall be released from its obligations as a “Borrower”, but shall concurrently guarantee the Obligations in favor of the Administrative Agent and the Lenders in accordance with the provisions of Section 5.09 of this Agreement.

Successor Borrower. Substantially concurrently with (or at any time after) the effectiveness of the Specified Acquisition Transaction, the Company Mylan may (upon not less than 15 Business Days’ prior written notice to the Administrative Agent and the Lenders (or such shorter time as the Administrative Agent may agree)), subject to the provisions of this Section 2.23, designate New Mylan the Company as a successor Borrower (the “Successor Borrower”) and effective as of the date hereof, the Administrative Agent and each Lender agree that New Mylan the Company may become a “Successor Borrower” pursuant hereto without any requirement of further consent from the Lenders or the Administrative Agent, provided that (i) New Mylan the Company expressly assumes all the obligations of the Company Mylan under this Agreement and the other Loan Documents to which the Company Mylan is then party pursuant to a document set forth under clause (A) below, (ii) New Mylan the Company is organized under the laws of a Permitted Jurisdiction, (iii) New Mylan the Company takes all such actions and executes and delivers to the Administrative Agent (A) a joinder to this Agreement in the form of Exhibit I, any document required by any Issuer Document in order to assume or otherwise transfer such Issuer Document H and with respect to any promissory note, a new promissory note substantially in the form of such existing promissory note, (B) all documents and other information reasonably requested by the Lenders in order to allow the Lenders to comply with applicable “know your customer” and anti-money laundering rules and regulations, including the Act, (C) customary legal opinions substantially similar to those delivered pursuant to Section 4.01(b) (with such changes as may be appropriate to reflect local law concerns), (D) customary closing documents substantially similar to those delivered pursuant to Section 4.01(c) and (E) other documentation required under applicable Laws, (iv) each Lender, at the time of such designation, shall be permitted under applicable Laws and shall be licensed to make maintain the Loans and other applicable extensions of credit to New Mylan at the Company in accordance with the terms of this Agreement and the other Loan Documents, or, if any such Lender is not so permitted, such Lender may be replaced pursuant to the provisions of Section 2.18(b), (v) New Mylan the Company shall have all governmental approvals and authorizations necessary to act, and perform its obligations, as a Borrower in connection with this Agreement and the Loan Documents, (vi) no Event of Default exists or would result from the designation thereof and (vii) each Guarantor shall have confirmed that its Guarantee shall apply to New Mylanthe Company’s obligations under the Loan Documents, provided, further, that if the foregoing are satisfied, (x) the Successor Borrower will succeed to, and be substituted for, the Company Mylan as the Borrower under this Agreement and (y) the Company Mylan shall be released from its obligations as a “Borrower”, but shall concurrently guarantee the Obligations in favor of the Administrative Agent and the Lenders in accordance with the provisions of Section 5.09 of this Agreement.

Successor Borrower. Substantially concurrently with (or at i) OPI WF Borrower, immediately, automatically and without any time after) the effectiveness of the Specified Acquisition Transactionfurther action, the Company may (upon not less than 15 Business Days’ prior written notice to the Administrative Agent and the Lenders (or such shorter time as the Administrative Agent may agree)), subject to the provisions of this Section 2.23, designate New Mylan as a successor Borrower (the “Successor Borrower”) and effective as of the date hereofEffective Date, hereby accepts and assumes all obligations and liabilities as the Borrower under the Loan Documents (the “Borrower Assumption”). OPI WF Borrower hereby waives to the fullest extent permitted by law, and agrees not to assert, any defense, whether arising in connection with or in respect of OPI WF Borrower’s assumption of the Obligations and hereby agrees that its liabilities and obligations under the Loan Documents as Borrower thereunder are irrevocable, absolute and unconditional and shall not be discharged as a result of or otherwise affected by the invalidity or unenforceability of any obligation of the Outgoing Borrower under the Existing Credit Agreement or of Parent or any other Loan Party under any Loan Document or any other agreement or instrument relating thereto (including any amendment, consent or waiver thereto). (ii) The parties acknowledge that, automatically upon effectiveness of the Borrower Assumption on the Effective Date, the Administrative Agent and each Lender agree that New Mylan may become a Outgoing Borrower shall be released from liability as “Successor Borrower” pursuant hereto without any requirement of further consent from under the Lenders Loan Documents (the “Borrower Release”); provided, however, that notwithstanding the Borrower Release or anything herein to the Administrative Agentcontrary, provided that (i) New Mylan expressly assumes the Borrower Release shall in no way affect, terminate or otherwise limit any obligations and indemnities of the Outgoing Borrower under the Existing Credit Agreement and the other “Loan Documents” (as defined in the Existing Credit Agreement) prior to giving effect to this Agreement that by their express terms survive the termination thereof and the payment in full of principal, interest and all other amounts payable thereunder, and (ii) nothing in this Section 12.22(c) shall affect, amend, limit or otherwise impair the obligations (contingent or otherwise) of the Company Parent under this Agreement and the other Loan Documents to which the Company is then party pursuant to a document set forth under clause (A) below, (ii) New Mylan is organized under the laws of a Permitted Jurisdiction, (iii) New Mylan takes all such actions and executes and delivers to the Administrative Agent (A) a joinder to this Agreement in the form of Exhibit I, any document required by any Issuer Document in order to assume or otherwise transfer such Issuer Document and with respect to any promissory note, a new promissory note substantially in the form of such existing promissory note, (B) all documents and other information reasonably requested by the Lenders in order to allow the Lenders to comply with applicable “know your customer” and anti-money laundering rules and regulations, including the Act, (C) customary legal opinions substantially similar to those delivered pursuant to Section 4.01(b) (with such changes as may be appropriate to reflect local law concerns), (D) customary closing documents substantially similar to those delivered pursuant to Section 4.01(c) and (E) other documentation required under applicable Laws, (iv) each Lender, at the time of such designation, shall be permitted under applicable Laws and shall be licensed to make Loans and other applicable extensions of credit to New Mylan in accordance with the terms of this Agreement and the other Loan Documents, or, if any such Lender is not so permitted, such Lender may be replaced pursuant to the provisions of Section 2.18(b), (v) New Mylan shall have all governmental approvals and authorizations necessary to act, and perform its obligations, as a Borrower in connection with this Agreement and the Loan Documents, (vi) no Event of Default exists or would result from the designation thereof and (vii) each Guarantor shall have confirmed that its Guarantee shall apply to New Mylan’s obligations under the Loan Documents, provided, further, that if the foregoing are satisfied, (x) the Successor Borrower will succeed to, and be substituted for, the Company as the Borrower under this Agreement and (y) the Company shall be released from its obligations as a “Borrower”, but shall concurrently guarantee the Obligations in favor of the Administrative Agent and the Lenders in accordance with the provisions of Section 5.09 of this Agreement.

Successor Borrower. Substantially concurrently with (Upon the defeasance of the Loan under this Section 2.4.2, Borrowers may, or at any time after) option of Lender shall, in the effectiveness case of a Full Defeasance, assign all of its Obligations, or, in the Specified Acquisition Transactioncase of a Partial Defeasance, assign all of its Obligations under the Company may (upon not less than 15 Business Days’ prior written notice to the Administrative Agent associated Defeased Note and the Lenders other Loan Documents, together with the pledged Defeasance Collateral, to a newly-created successor entity, which entity shall be a single purpose, bankruptcy remote entity and which entity shall be designated or established by Lender, or at Lender’s option, designated by Borrowers and approved by Lender (or such shorter time as the Administrative Agent may agree))in each case, subject to the provisions of this Section 2.23, designate New Mylan as a successor Borrower (the “Successor Borrower”). Lender shall also have the right to purchase on behalf of Borrower, or cause to be purchased on behalf of Borrower, the pledged Defeasance Deposit, which rights may be exercised in Lender’s sole discretion and shall be retained by the Lender named herein notwithstanding the transfer or securitization of the Loan. Such Successor Borrower shall assume the obligations under the Note or the Defeased Note (as applicable) and effective any Security Agreement and shall be bound by and obligated under Sections 2.3, 10.1, 4.19, 4.27, 4.31, 8.2 and 10.16 of this Agreement only as to the applicable portion of the date hereofDebt; provided, however, that, with respect to such Successor Borrower only, all references herein and therein to “Property” shall be deemed to refer only to the Administrative Agent Defeasance Collateral and each Lender agree that New Mylan may become a “the U.S. Obligations purchased with the Defeasance Collateral delivered to Lender, and Borrower shall be relieved, solely to the extent so assumed by such Successor Borrower” pursuant hereto without , of its obligations under such documents, except with respect to any requirement of further consent from the Lenders provisions therein which by their terms expressly survive payment a repayment, defeasance or the Administrative Agent, provided that (i) New Mylan expressly assumes all the obligations other satisfaction of the Company Loan or a transfer of any portion of the Property in connection with Lender’s exercise of its remedies under this Agreement and the other Loan Documents Documents. As conditions to which the Company such assignment and assumption, Borrowers shall (i) deliver to Lender an opinion of counsel in form and substance and delivered by counsel satisfactory to Lender in its reasonable discretion stating, among other things, that such assumption agreement is then party pursuant to a document set forth under clause (A) below, (ii) New Mylan is organized under the laws of a Permitted Jurisdiction, (iii) New Mylan takes all enforceable against Borrowers and such actions and executes and delivers to the Administrative Agent (A) a joinder to this Agreement in the form of Exhibit I, any document required by any Issuer Document in order to assume or otherwise transfer such Issuer Document and with respect to any promissory note, a new promissory note substantially in the form of such existing promissory note, (B) all documents and other information reasonably requested by the Lenders in order to allow the Lenders to comply with applicable “know your customer” and anti-money laundering rules and regulations, including the Act, (C) customary legal opinions substantially similar to those delivered pursuant to Section 4.01(b) (with such changes as may be appropriate to reflect local law concerns), (D) customary closing documents substantially similar to those delivered pursuant to Section 4.01(c) and (E) other documentation required under applicable Laws, (iv) each Lender, at the time of such designation, shall be permitted under applicable Laws and shall be licensed to make Loans and other applicable extensions of credit to New Mylan successor entity in accordance with its terms and that the terms of this Note, the Defeasance Security Agreement and the other Loan Documents, oras so assumed, if any are enforceable against such successor entity in accordance with their respective terms, and (ii) pay all reasonable out of pocket costs and expenses incurred by Lender is not so permittedor its agents in connection with such assignment and assumption (including, such Lender may be replaced pursuant without limitation, the review of the proposed transferee and the preparation of the assumption agreement and related documentation). Additionally, Borrowers shall pay all reasonable out of pocket costs and expenses incurred by Successor Borrower, including attorneys’ fees and expenses, incurred in connection therewith. In connection with a transfer of the Defeasance Collateral to the provisions of Section 2.18(b)Successor Borrower, (v) New Mylan shall have all governmental approvals and authorizations necessary to act, and perform its obligationsBorrowers shall, as a Borrower condition to such defeasance, if required by the applicable Rating Agencies, deliver or cause to be delivered a non-consolidation opinion in connection with form and substance satisfactory to Lender and the Rating Agencies. Upon such assumption, Borrowers shall be relieved under the other Loan Documents and under the Defeasance Security Agreement other than those Obligations which are specifically intended to survive the termination, satisfaction or assignment of this Agreement or the exercise of Lender’s rights and the Loan Documents, (vi) no Event of Default exists or would result from the designation thereof and (vii) each Guarantor shall have confirmed that its Guarantee shall apply to New Mylan’s obligations under the Loan Documents, provided, further, that if the foregoing are satisfied, (x) the Successor Borrower will succeed to, and be substituted for, the Company as the Borrower under this Agreement and (y) the Company shall be released from its obligations as a “Borrower”, but shall concurrently guarantee the Obligations in favor of the Administrative Agent and the Lenders in accordance with the provisions of Section 5.09 of this Agreementremedies hereunder.

Successor Borrower. Substantially concurrently with (or at any time after) the effectiveness of the Specified Acquisition Transaction, the Company may (upon not less than 15 Business Days’ prior written notice to the Administrative Agent and the Lenders (or such shorter time as the Administrative Agent may agree)), subject to the provisions of this Section 2.23, designate New Mylan as a successor Borrower (the “Successor Borrower”) and effective as of the date hereof, the Administrative Agent and each Lender agree that New Mylan may become a “Successor Borrower” pursuant hereto without any requirement of further consent from the Lenders or the Administrative Agent, provided that (i) New Mylan expressly assumes all the obligations of the Company under this Agreement and the other Loan Documents to which the Company is then party pursuant to a document set forth under clause (A) below, (ii) New Mylan is organized under the laws of a Permitted Jurisdiction, (iii) New Mylan takes all such actions and executes and delivers to the Administrative Agent (A) a joinder to this Agreement in the form of Exhibit I, any document required by any Issuer Document in order to assume or otherwise transfer such Issuer Document H and with respect to any promissory note, a new promissory note substantially in the form of such existing promissory note, (B) all documents and other information reasonably requested by the Lenders in order to allow the Lenders to comply with applicable “know your customer” and anti-money laundering rules and regulations, including the Act, (C) customary legal opinions substantially similar to those delivered pursuant to Section 4.01(b) (with such changes as may be appropriate to reflect local law concerns), (D) customary closing documents substantially similar to those delivered pursuant to Section 4.01(c) and (E) other documentation required under applicable Laws, (iv) each Lender, at the time of such designation, shall be permitted under applicable Laws and shall be licensed to make Loans and other applicable extensions of credit to maintain the Term Loan at New Mylan in accordance with the terms of this Agreement and the other Loan Documents, or, if any such Lender is not so permitted, such Lender may be replaced pursuant to the provisions of Section 2.18(b), (v) New Mylan shall have all governmental approvals and authorizations necessary to act, and perform its obligations, as a Borrower in connection with this Agreement and the Loan Documents, (vi) no Event of Default exists or would result from the designation thereof and (vii) each Guarantor shall have confirmed that its Guarantee shall apply to New Mylan’s obligations under the Loan Documents, provided, further, that if the foregoing are satisfied, (x) the Successor Borrower will succeed to, and be substituted for, the Company as the Borrower under this Agreement and (y) the Company shall be released from its obligations as a “Borrower”, but shall concurrently guarantee the Obligations in favor of the Administrative Agent and the Lenders in accordance with the provisions of Section 5.09 of this Agreement.

Successor Borrower. Substantially concurrently In connection with (or a Defeasance Event under this Section 2.3.3, Borrower shall, at any time after) the effectiveness option of the Specified Acquisition TransactionLender named herein, the Company may (upon not less than 15 Business Days’ prior written notice transfer and assign all obligations, rights and duties under and to the Administrative Agent and defeased Note, together with the Lenders (or such shorter time as the Administrative Agent may agree))Defeasance Collateral, subject to the provisions of this Section 2.23, designate New Mylan as a successor entity designated by the Lender named herein in its sole discretion or, at the option of the Lender named herein, designated by Borrower and approved by the Lender named herein (in each case, the “Successor Borrower”) ). The Successor Borrower shall be a Special Purpose Bankruptcy Remote Entity. The Lender named herein shall have the right to establish or designate the Successor Borrower and effective as to purchase, or cause to be purchased, the Defeasance Collateral, which rights may be exercised in the herein named Lender’s sole discretion and shall be retained by the Lender named herein notwithstanding the transfer or securitization of the date hereofLoan. Such successor entity shall execute an assumption agreement in form and substance satisfactory to the Lender named herein and Lender in their sole discretion pursuant to which it shall assume all such obligations, rights and duties under and to the Administrative Agent Note and each Lender agree that New Mylan may become a “Successor Borrower” pursuant hereto without any requirement of further consent from the Lenders or the Administrative AgentSecurity Agreement. As conditions to such assignment and assumption, provided that Borrower shall (i) New Mylan expressly assumes all the obligations deliver to Lender an opinion of the Company under this Agreement counsel in form and substance and delivered by counsel satisfactory to Lender in its sole discretion stating, among other things, that such assumption agreement is enforceable against Borrower and the other Loan Documents to which the Company is then party pursuant to a document set forth under clause (A) below, (ii) New Mylan is organized under the laws of a Permitted Jurisdiction, (iii) New Mylan takes all such actions and executes and delivers to the Administrative Agent (A) a joinder to this Agreement in the form of Exhibit I, any document required by any Issuer Document in order to assume or otherwise transfer such Issuer Document and with respect to any promissory note, a new promissory note substantially in the form of such existing promissory note, (B) all documents and other information reasonably requested by the Lenders in order to allow the Lenders to comply with applicable “know your customer” and anti-money laundering rules and regulations, including the Act, (C) customary legal opinions substantially similar to those delivered pursuant to Section 4.01(b) (with such changes as may be appropriate to reflect local law concerns), (D) customary closing documents substantially similar to those delivered pursuant to Section 4.01(c) and (E) other documentation required under applicable Laws, (iv) each Lender, at the time of such designation, shall be permitted under applicable Laws and shall be licensed to make Loans and other applicable extensions of credit to New Mylan Successor Borrower in accordance with its terms and that the terms of this Note, the Security Agreement and the other Loan Documents, oras so assumed, if any such Lender is not so permitted, such Lender may be replaced pursuant to the provisions of Section 2.18(b), (v) New Mylan shall have all governmental approvals and authorizations necessary to actare enforceable against Successor Borrower in accordance with their respective terms, and perform its obligations(ii) pay all costs and expenses incurred by the Lender named herein, as a Borrower Lender or their agents in connection with this Agreement such assignment and assumption (including, without limitation, the review of the proposed transferee and the Loan Documents, (vi) no Event of Default exists or would result from the designation thereof and (vii) each Guarantor shall have confirmed that its Guarantee shall apply to New Mylan’s obligations under the Loan Documents, provided, further, that if the foregoing are satisfied, (x) the Successor Borrower will succeed to, and be substituted for, the Company as the Borrower under this Agreement and (y) the Company shall be released from its obligations as a “Borrower”, but shall concurrently guarantee the Obligations in favor preparation of the Administrative Agent assumption agreement and the Lenders in accordance with the provisions of Section 5.09 of this Agreement.related

Successor Borrower. Substantially concurrently As a condition to any Covenant Suspension, in accordance with (or at any time after) the effectiveness of the Specified Acquisition Transactionthis Article 7, the Company may (upon not less than 15 Business Days’ prior written notice shall assign all its obligations and rights under the Note Documents, together with the pledged Release Collateral, to the Administrative Agent and the Lenders (or such shorter time as the Administrative Agent may agree)), subject to the provisions of this Section 2.23, designate New Mylan as a successor Borrower single purpose entity designated by the Company and approved by the Collateral Agent in its sole and absolute discretion (the “Successor Borrower”). Successor Borrower shall execute an assignment and assumption agreement in form and substance which would be reasonably satisfactory to a prudent lender (as determined by the Required Holders) pursuant to which it shall assume the Company’s obligations under the Note Documents and effective as of the date hereofCollateral Release Security Agreement. As conditions to such assignment and assumption, the Administrative Agent and each Lender agree that New Mylan may become a “Successor Borrower” pursuant hereto without any requirement of further consent from the Lenders or the Administrative Agent, provided that Company shall (i) New Mylan expressly assumes all deliver to Trustee and Collateral Agent one or more Opinions of Counsel in form and substance and delivered by counsel which would be reasonably satisfactory to a prudent lender (as determined by the obligations of Required Holders) stating, among other things, that such assignment and assumption agreement is enforceable against the Company under this Agreement and the Successor Borrower in accordance with its terms and that the Note Documents and the Collateral Release Security Agreement, as so assigned and assumed, are enforceable against the Successor Borrower in accordance with their respective terms, and opining to such other Loan Documents matters relating to which Successor Borrower and its organizational structure as the Company is then party pursuant Required Holders may require, including, if required by the Required Holders, a “Non-Consolidation Opinion” from counsel to a document set forth under clause (A) belowthe Successor Borrower, and (ii) New Mylan is organized under the laws of a Permitted Jurisdictionpay all reasonable and customary fees, (iii) New Mylan takes all such actions costs and executes expenses incurred by Trustee,Collateral Agent or their agents and delivers to the Administrative Agent (A) a joinder to this Agreement in the form of Exhibit I, any document required by any Issuer Document in order to assume or otherwise transfer such Issuer Document and with respect to any promissory note, a new promissory note substantially in the form of such existing promissory note, (B) all documents and other information reasonably requested by the Lenders in order to allow the Lenders to comply with applicable “know your customer” and anti-money laundering rules and regulations, including the Act, (C) customary legal opinions substantially similar to those delivered pursuant to Section 4.01(b) (with such changes as may be appropriate to reflect local law concerns), (D) customary closing documents substantially similar to those delivered pursuant to Section 4.01(c) and (E) other documentation required under applicable Laws, (iv) each Lender, at the time of such designation, shall be permitted under applicable Laws and shall be licensed to make Loans and other applicable extensions of credit to New Mylan in accordance with the terms of this Agreement and the other Loan Documents, or, if any such Lender is not so permitted, such Lender may be replaced pursuant to the provisions of Section 2.18(b), (v) New Mylan shall have all governmental approvals and authorizations necessary to act, and perform its obligations, as a Successor Borrower in connection with this Agreement such assignment and assumption (including, without limitation, reasonable legal fees and expenses and for the review of the proposed transferee and the Loan preparation of the assignment and assumption agreement and related certificates, documents and excluding any assumption fee which may otherwise be due pursuant to the other Note Documents). Upon such assignment and assumption, (vi) no Event of Default exists or would result from the designation thereof and (vii) each Guarantor shall have confirmed that its Guarantee shall apply to New Mylan’s obligations under the Loan Documents, provided, further, that if the foregoing are satisfied, (x) the Successor Borrower will succeed to, and be substituted for, the Company as the Borrower under this Agreement and (y) the Company shall be released from relieved of its obligations as a “Borrower”, but shall concurrently guarantee under the Obligations in favor of the Administrative Agent Note Documents and the Lenders Collateral Release Security Agreement first arising from and after the Suspension Date, except as expressly set forth in accordance with the provisions of Section 5.09 of this Agreementassignment and assumption agreement.