Common use of Designated Borrower Request and Assumption Agreement Clause in Contracts

Designated Borrower Request and Assumption Agreement. The parties hereto acknowledge and agree that prior to any Applicant Borrower becoming entitled to utilize the credit facilities provided for herein the Administrative Agent and each Lender shall have received such supporting resolutions, incumbency certificates, opinions of counsel and other documents or information, including, without limitation, any “know your customer”, “customer identification program” or other information necessary to confirm compliance with applicable Sanctions laws, all in form, content and scope reasonably satisfactory to the Administrative Agent, as may be required by the Administrative Agent or such Lender in its sole discretion, and Notes signed by such new Borrowers to the extent any Lender so requires. If the Administrative Agent and all Lenders agree that an Applicant Borrower shall be entitled to receive Loans hereunder, then promptly following receipt of all such requested resolutions, incumbency certificates, opinions of counsel and other documents or information, the Administrative Agent shall send a notice in substantially the form of Exhibit D (a “Designated Borrower Notice”) to the Company and the Lenders specifying the effective date upon which the Applicant Borrower shall constitute a Designated Borrower for purposes hereof, whereupon each of the Lenders agrees to permit such Designated Borrower to receive Loans hereunder, on the terms and conditions set forth herein, and each of the parties agrees that such Designated Borrower otherwise shall be a Borrower for all purposes of this Agreement; provided that no Borrowing Request Notice or Letter of Credit notice issuance may be submitted by or on behalf of such Designated Borrower until the date five Business Days after such effective date.”

Designated Borrower Request and Assumption Agreement. The provided that such Applicant Borrower shall remain a Wholly-Owned Domestic Subsidiary of the Parent Borrower for as long as such Subsidiary is a Designated Borrower. Notwithstanding anything else to the contrary in this Section 2.14(b), the parties hereto acknowledge and agree that prior to any Applicant Borrower becoming a Designated Borrower and entitled to utilize the credit facilities provided for herein (x) each Lender and L/C Issuer shall have had 3 Business Days to review such Applicant Borrower’s Designated Borrower Request and Assumption Agreement and notify the Administrative Agent in writing of any objection to such Applicant Borrower becoming a Designated Borrower on the basis of such Lender or L/C Issuer (A) not being permitted to make any Loan or to issue a Letter of Credit, as applicable, to such Designated Borrower under applicable Law or (B) not being able to commit or make such Loan or issue such Letter of Credit, as applicable, to such Designated Borrower because of adverse tax consequences for such Lender when such Subsidiary of the Parent Borrower becomes a Designated Borrower, (y) to the extent such Applicant Borrower is not already a Loan Party at the time of such designation, Parent Borrower shall cause such Applicant Borrower to become a party to the Guaranty and each Lender the Security Agreement and (z) the Administrative Agent, the L/C Issuers and the Lenders shall have received such supporting resolutions, incumbency certificates, opinions of counsel counsel, appraisals and field exams, any documents or instruments required pursuant to Section 6.9 and other documents or information, information (including, without limitation, any “know your customer”information and documentation of the type provided under Section 4.1(a)(xix), “customer identification program” or other information necessary to confirm compliance with applicable Sanctions lawsin each case, all in form, content and scope reasonably satisfactory to the Administrative Agent, as may be required by the Administrative Agent or such Lender in its sole discretion, and Notes a Note signed by such new Borrowers Borrower to the extent any Lender so requiresrequires (such deliverables collectively, the “Applicant Borrower Materials”). If (1) no Lender objects to the addition of an Applicant Borrower as a Designated Borrower as set forth in clause (x) of the preceding sentence and (2) the Administrative Agent and all Lenders agree determines in its sole discretion that an Applicant Borrower shall be entitled to receive Loans hereunder, then promptly following receipt of all such requested resolutions, incumbency certificates, opinions of counsel and other documents or informationthe Applicant Borrower Materials, the Administrative Agent shall send a notice in substantially the form of Exhibit D I (a “Designated Borrower Notice”) to the Company Parent Borrower and the Lenders specifying the effective date upon which the Applicant Borrower shall constitute a Designated Borrower for purposes hereof, whereupon each of the Lenders agrees to permit such Designated Borrower to receive Loans hereunder, on the terms and conditions set forth herein, and each of the parties agrees that such Designated Borrower otherwise shall be a Borrower for all purposes of this Agreement; provided that no Borrowing Request Committed Loan Notice or Letter of Credit notice issuance Application may be submitted by or on behalf of such Designated Borrower until the date five (5) Business Days after such effective datedate (or such shorter period as may be agreed by the Administrative Agent in its sole discretion).”

Designated Borrower Request and Assumption Agreement. The parties hereto acknowledge and agree that prior to any Applicant Borrower becoming entitled to utilize the credit facilities provided for herein the Administrative Agent and each Lender the Lenders shall have received such supporting resolutions, incumbency certificates, opinions of counsel and other documents or information, including, without limitation, any “know your customer”, “customer identification program” or other information necessary to confirm compliance with applicable Sanctions laws, all in form, content and scope reasonably satisfactory to the Administrative Agent, as may be required by the Administrative Agent or such Lender the Required Lenders in its their sole discretion, and Notes signed by such new Borrowers to the extent any Lender Lenders so requiresrequire. If the Administrative Agent and all the Required Lenders agree that an Applicant Borrower shall be entitled to receive Loans hereunder, then promptly following receipt of all such requested resolutions, incumbency certificates, opinions of counsel and other documents or information, the Administrative Agent shall send a notice in substantially the form of Exhibit D (a “Designated Borrower Notice”) to the Company and the Lenders specifying the effective date upon which the Applicant Borrower shall constitute a Designated Borrower for purposes hereof, whereupon each of the Lenders agrees to permit such Designated Borrower to receive Loans hereunder, on the terms and conditions set forth herein, and each of the parties agrees that such Designated Borrower otherwise shall be a Borrower for all purposes of this Agreement; provided that no Borrowing Request Notice or Letter of Credit notice issuance may be submitted by or on behalf of such Designated Borrower until the date five Business Days after such effective date.”

Designated Borrower Request and Assumption Agreement. The parties hereto acknowledge and agree that prior to any Applicant Borrower becoming entitled to utilize the credit facilities provided for herein (i) the Administrative Agent and the Lenders that are to provide Commitments and/or Loans in favor of an Applicant Borrower must each Lender agree to such Applicant Borrower becoming a Designated Borrower and (ii) the Administrative Agent and such Lenders shall have received such supporting resolutions, incumbency certificates, opinions of counsel and other documents or information, including, without limitation, any “know your customer”, “customer identification program” or other information necessary to confirm compliance with applicable Sanctions laws, all in form, content and scope reasonably satisfactory to the Administrative Agent, as may be required by the Administrative Agent or such Lender in its sole discretionAgent, and Notes signed by such new Borrowers to the extent any Lender so requiresrequires (the requirements in clauses (i) and (ii) hereof, the “Designated Borrower Requirements”). If the Administrative Agent and all Lenders agree that an Applicant Designated Borrower shall be entitled to receive Loans hereunder, then promptly following receipt of all such requested resolutions, incumbency certificates, opinions of counsel and other documents or informationRequirements are met, the Administrative Agent shall send a notice in substantially the form of Exhibit D R or any other form approved in writing by the Administrative Agent (a “Designated Borrower Notice”) to the Company and the Lenders specifying the effective date upon which the Applicant Borrower shall constitute a Designated Borrower for purposes hereof, whereupon each of the Lenders agrees to permit such Designated Borrower to receive Loans hereunder, on the terms and conditions set forth herein, and each of the parties agrees that such Designated Borrower otherwise shall be a Borrower for all purposes of this Agreement; provided that no Borrowing Request Loan Notice or Letter of Credit notice issuance Application may be submitted by or on behalf of such Designated Borrower until the date five (5) Business Days after such effective date.”

Designated Borrower Request and Assumption Agreement. The parties hereto acknowledge and agree that prior to any Applicant Borrower becoming entitled to utilize the credit facilities provided for herein (i) the Administrative Agent and the Lenders that are to provide Commitments and/or Loans in favor of an Applicant Borrower must each Lender agree to such Applicant Borrower becoming a Designated Borrower and (ii) the Administrative Agent and such Lenders shall have received such supporting resolutions, incumbency certificates, opinions of counsel and other documents or information, including, without limitation, any “know your customer”, “customer identification program” or other information necessary to confirm compliance with applicable Sanctions laws, all in form, content and scope reasonably satisfactory to the Administrative Agent, as may be required by the Administrative Agent or such Lender in its sole discretionAgent, and Notes signed by such new Borrowers to the extent any Lender so requiresrequires (the requirements in clauses (i) and (ii) hereof, the “Designated Borrower Requirements”). If the Administrative Agent and all Lenders agree that an Applicant Designated Borrower shall be entitled to receive Loans hereunder, then promptly following receipt of all such requested resolutions, incumbency certificates, opinions of counsel and other documents or informationRequirements are met, the Administrative Agent shall send a notice in substantially the form of Exhibit D R (a “Designated Borrower Notice”) to the Company Borrower and the Lenders specifying the effective date upon which the Applicant Borrower shall constitute a Designated Borrower for purposes hereof, whereupon each of the Lenders agrees to permit such Designated Borrower to receive Loans hereunder, on the terms and conditions set forth herein, and each of the parties agrees that such Designated Borrower otherwise shall be a Borrower for all purposes of this Agreement; provided that no Borrowing Request Loan Notice or Letter of Credit notice issuance Application may be submitted by or on behalf of such Designated Borrower until the date five (5) Business Days after such effective date.”