Common use of Foreign Subsidiary Borrower Clause in Contracts

Foreign Subsidiary Borrower. The Company may designate any Subsidiary that is (i) a Wholly Owned Subsidiary of the Company and (ii) a Foreign Subsidiary, as an additional Foreign Subsidiary Borrower upon 10 Business Days’ notice (or shorter notice if acceptable to the Administrative Agent) to the Administrative Agent and the Lenders (such notice to include the name, primary business address and tax identification number of such proposed Foreign Subsidiary Borrower). Upon proper notice and receipt by the Administrative Agent of such documents and legal opinions as the Administrative Agent in consultation with all the Lenders may reasonably request (including a legal opinion as to withholding Taxes applicable with respect to any payment made by such Subsidiary) and subject to the Administrative Agent’s determining in consultation with all the Lenders that designating such Subsidiary as a Foreign Subsidiary Borrower would not cause any Lender to suffer any economic, legal or regulatory disadvantage (it being understood and agreed that no Lender shall be deemed to suffer any such disadvantage on account of any withholding Tax being applicable to any payment made by such Subsidiary to the extent that the applicable Loan Parties agree to treat any such withholding Tax as an Indemnified Tax, in which case no such legal opinion as to withholding Tax shall be required), such Subsidiary shall be a Foreign Subsidiary Borrower and a party to this Agreement and the other Loan Documents. A Subsidiary shall cease to be a Foreign Subsidiary Borrower hereunder at such time the Company gives at least 10 Business Days’ prior notice (or shorter notice if acceptable to the Administrative Agent) to the Administrative Agent and the Lenders of its intention of terminating such Subsidiary as a Foreign Subsidiary Borrower, provided that any such termination shall not be effective and such Subsidiary shall remain a Foreign Subsidiary Borrower until such time as Loans to such Foreign Subsidiary Borrower and accrued interest thereon and all other amounts then due from such Foreign Subsidiary Borrower have been paid in full. Notwithstanding anything herein or in any other Loan Document to the contrary, in no event will any Foreign Subsidiary Borrower be obligated or otherwise liable for any Term Loans, Revolving Loans or other Obligations of any nature of the Company or any other Loan Party’s guaranty of such Obligations of the Company.

Foreign Subsidiary Borrower. (a) The Company may designate any Subsidiary that is (i) a Wholly Owned Subsidiary of the Company and (ii) a Foreign Subsidiary, as an additional Foreign Subsidiary Borrower upon 10 ten Business Days’ Days notice (or shorter notice if acceptable to the Administrative Agent) to the Administrative Agent and the Lenders (such notice to include the name, primary business address and tax identification number of such proposed Foreign Subsidiary Borrower). Upon proper notice and receipt by the Administrative Agent of such documents and legal opinions as the Administrative Agent in consultation with all the Lenders may reasonably request (including a legal opinion as to withholding Taxes applicable with respect to any payment made by such Subsidiary) and subject to the Administrative Agent’s determining in consultation with all the Lenders that designating such Subsidiary as a Foreign Subsidiary Borrower would not cause any Lender to suffer any economic, legal or regulatory disadvantage (it being understood and agreed that no Lender shall be deemed to suffer any such disadvantage on account of any withholding Tax being applicable to any payment made by such Subsidiary to the extent that the applicable Loan Parties agree to treat any such withholding Tax as an Indemnified Tax, in which case no such legal opinion as to withholding Tax shall be required), such Subsidiary shall be a Foreign Subsidiary Borrower and a party to this Agreement and the other Loan Documents. A Subsidiary shall cease to be a Foreign Subsidiary Borrower hereunder at such time the Company gives at least 10 ten Business Days’ Days prior notice (or shorter notice if acceptable to the Administrative Agent) to the Administrative Agent and the Lenders of its intention of terminating such Subsidiary as a Foreign Subsidiary Borrower, provided that any such termination shall not be effective and such Subsidiary shall remain a Foreign Subsidiary Borrower until such time as Loans to such Foreign Subsidiary Borrower and accrued interest thereon and all other amounts then due from such Foreign Subsidiary Borrower have been paid in full. Notwithstanding anything herein or in any other Loan Document to the contrary, in no event will any Foreign Subsidiary Borrower be obligated or otherwise liable for any Term Loans, Revolving Loans or other Obligations of any nature of the Company or any other Loan Party’s guaranty of such Obligations of the Company.