D.
OPINIONS OF COUNSEL.
THE ADMINISTRATIVE
AGENT SHALL HAVE RECEIVED (I) ORIGINALLY EXECUTED COPIES OF ONE OR MORE
FAVORABLE WRITTEN OPINIONS OF (X) SPECIAL NEW YORK COUNSEL FOR SUCH SUBSIDIARY
BORROWER AND (Y) COUNSEL FOR SUCH SUBSIDIARY BORROWER IN THE JURISDICTION OF ITS
ORGANIZATION AND (II) ANY ADDITIONAL LEGAL OPINIONS REASONABLY REQUESTED BY THE
ADMINISTRATIVE AGENT, EACH IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE
ADMINISTRATIVE AGENT AND ITS COUNSEL, DATED AS OF THE JOINDER DATE.
E.
PAYMENT OF AMOUNTS DUE.
THE SUBSIDIARY
BORROWER REQUESTING SUCH LOAN SHALL HAVE PAID TO THE ADMINISTRATIVE AGENT ALL
REASONABLE OUT-OF-POCKET COSTS, FEES AND EXPENSES (INCLUDING REASONABLE LEGAL
FEES AND EXPENSES OF A SINGLE U.S. COUNSEL AND OF A SINGLE COUNSEL IN THE
JURISDICTION OF ORGANIZATION OF SUCH SUBSIDIARY BORROWER) INCURRED BY THE
ADMINISTRATIVE AGENT IN CONNECTION WITH THE NEGOTIATION, PREPARATION AND
EXECUTION OF A JOINDER AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THE
JOINDER OF SUCH SUBSIDIARY BORROWER AS A CREDIT PARTY HEREUNDER.
F.
AUTHORIZATIONS AND CONSENTS.
(I)
THE SUBSIDIARY BORROWER REQUESTING SUCH
LOAN SHALL HAVE OBTAINED ALL GOVERNMENTAL AUTHORIZATIONS AND ALL CONSENTS OF
OTHER PERSONS, IN EACH CASE THAT ARE NECESSARY IN CONNECTION WITH THE
TRANSACTIONS CONTEMPLATED BY THE LOAN DOCUMENTS, AND EACH OF THE FOREGOING SHALL
BE IN FULL FORCE AND EFFECT AND IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO
THE ADMINISTRATIVE AGENT AND THE LENDERS.
ALL APPLICABLE WAITING PERIODS SHALL
HAVE EXPIRED WITHOUT ANY ACTION BEING TAKEN OR THREATENED BY ANY COMPETENT
AUTHORITY WHICH WOULD RESTRAIN, PREVENT OR OTHERWISE IMPOSE MATERIAL ADVERSE
CONDITIONS ON THE TRANSACTIONS CONTEMPLATED BY THE LOAN DOCUMENTS OR THE
FINANCING THEREOF AND NO ACTION, REQUEST FOR STAY, PETITION FOR REVIEW OR
REHEARING, RECONSIDERATION, OR APPEAL WITH RESPECT TO ANY OF THE FOREGOING SHALL
BE PENDING, AND THE TIME FOR ANY APPLICABLE AGENCY TO TAKE ACTION TO SET ASIDE
ITS CONSENT ON ITS OWN MOTION SHALL HAVE EXPIRED.
(II)
EACH OF THE LENDERS SHALL HAVE RECEIVED,
AT LEAST TWO (2) BUSINESS DAYS IN ADVANCE OF THE EFFECTIVE DATE, ALL
DOCUMENTATION AND OTHER INFORMATION REQUIRED BY GOVERNMENTAL AUTHORITIES UNDER
APPLICABLE "KNOW-YOUR-CUSTOMER" AND ANTI-MONEY LAUNDERING RULES AND REGULATIONS,
INCLUDING AS REQUIRED BY THE UNITING AND STRENGTHENING AMERICA BY PROVIDING
APPROPRIATE TOOLS REQUIRED TO INTERCEPT AND OBSTRUCT TERRORISM (USA PATRIOT ACT)
ACT OF 2001.
11.2
Termination of Status as Subsidiary Borrower
The Borrower may, at any time that any Subsidiary Borrower has no outstanding
Loans (and no requests for Loans) hereunder, terminate such Subsidiary's status
as a Subsidiary
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Borrower by notice to the Administrative Agent (which shall promptly advise each
Lender).
Upon receipt of such notice by the Administrative Agent, such
Subsidiary shall cease to be a Subsidiary Borrower (and may not become a
Subsidiary Borrower again without satisfaction of the requirements set forth in
Section 11.1).
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed and delivered by their respective officers thereunto duly authorized as
of the date first written above.
HOSPIRA, INC.
By:
Name: