Common use of Borrowings by Approved Borrowers Clause in Contracts

Borrowings by Approved Borrowers. The Company may, at any time or from time to time, designate one or more wholly owned Subsidiaries as Borrowers hereunder by furnishing to the Administrative Agent a letter (a "Designation Letter") substantially in the form of Exhibit E-1 hereto, duly completed and executed by the Company and such Subsidiary, whereupon each Subsidiary so designated shall become an Approved Borrower. There may be no more than ten Approved Borrowers at any one time. So long as all principal and interest on all Loans of any Approved Borrower have been paid in full, the Company may terminate an Approved Borrower's status as an Approved Borrower by furnishing to the Administrative Agent a letter (a "Termination Letter"), substantially in the form of Exhibit E-2 hereto, duly completed and executed by the Company and such Approved Borrower. Any Termination Letter furnished in accordance with this Section 2.21 shall be effective upon receipt by the Administrative Agent. Notwithstanding the foregoing, the delivery of a Termination Letter with respect to any Approved Borrower shall not affect any obligation of such Approved Borrower theretofore incurred. Each Subsidiary set forth in Schedule 2.21 shall be deemed an Approved Borrower until delivery of a Termination Letter with respect to such Subsidiary.

Borrowings by Approved Borrowers. The Company may, at any time or from time to time, designate one or more wholly owned Subsidiaries as Borrowers hereunder by furnishing to the Administrative Agent a letter (a "“Designation Letter"”) substantially in the form of Exhibit E-1 F-l hereto, duly completed and executed by the Company and such Subsidiary, whereupon each Subsidiary so designated shall become an Approved Borrower. As soon as practicable upon receipt of any such Designation Letter, the Administrative Agent shall send a copy thereof to each Lender. There may be no more than ten Approved Borrowers at any one time. So long as all principal and interest on all Loans of any Approved Borrower have been paid in full, the Company may terminate an Approved Borrower's ’s status as an Approved Borrower by furnishing to the Administrative Agent a letter (a "“Termination Letter"”), substantially in the form of Exhibit E-2 F-2 hereto, duly completed and executed by the Company and such Approved Borrower. Any Termination Letter furnished in accordance with this Section 2.21 shall be effective upon receipt by the Administrative Agent. Notwithstanding the foregoing, the delivery of a Termination Letter with respect to any Approved Borrower shall not affect any obligation of such Approved Borrower theretofore incurred. Each Subsidiary set forth in Schedule 2.21 hereto shall be deemed an Approved Borrower until delivery of a Termination Letter with respect to such Subsidiary. Notwithstanding any other provision herein, no Lender shall be required to make any Loan to an Approved Borrower if any applicable law or regulation shall make it unlawful for any such Lender to make or maintain any such Loan.

Borrowings by Approved Borrowers. The Company may, at any time or from time to timetime during the Availability Period, designate one or more wholly owned Wholly Owned Consolidated Subsidiaries as Borrowers hereunder by furnishing to the Administrative Agent a letter (a "Designation Letter") in duplicate, substantially in the form of Exhibit E-1 heretoD-1, duly completed and executed by the Company and such Subsidiary, whereupon each . Upon approval by the Administrative Agent (which approval shall not be unreasonably withheld) of such Subsidiary so designated shall become as an Approved Borrower. There may , which approval shall be no more than ten evidenced by the Administrative Agent signing and returning to the Company a copy of such Designation Letter, such Subsidiary shall be an Approved Borrowers at any one timeBorrower. So long as all principal and interest on all Loans of any Approved Borrower and all other amounts payable by such Approved Borrower hereunder have been paid in full, the Company may terminate an Approved Borrower's its status as an Approved Borrower hereunder by furnishing to the Administrative Agent a letter (a "Termination Letter"), substantially in the form of Exhibit E-2 heretoD-2, duly completed and executed by the Company and such Approved Borrower. Any Termination Letter furnished in accordance with this Section 2.21 shall be effective upon receipt by the Administrative Agent. Notwithstanding the foregoing, the delivery of a Termination Letter with respect to any Approved Borrower shall not affect any obligation of such Approved Borrower theretofore incurred. Each Subsidiary set forth in Schedule 2.21 shall be deemed an Approved Borrower until delivery of a Termination Letter with respect to such Subsidiary.

Borrowings by Approved Borrowers. The Company may, at any time or from time to timetime during the Availability Period, designate one or more wholly owned Wholly Owned Consolidated Subsidiaries as Borrowers hereunder by furnishing to the Administrative Agent not less than 10 days prior to the proposed effective date therefor, a letter (a "Designation Letter") in duplicate, substantially in the form of Exhibit E-1 heretoD-1, duly completed and executed by the Company and such Subsidiary. Following the delivery of a Designation Letter pursuant to this Section 2.01(b), whereupon each the Company shall, promptly upon the request of the Administrative Agent or any Lender, supply such documentation and other evidence as is reasonably requested by the Administrative Agent or any Lender in order for the Administrative Agent or such Lender to carry out and be satisfied it has complied with the results of all necessary "know your customer" or other similar checks under all applicable laws and regulations. Upon approval by the Administrative Agent (which approval shall not be unreasonably withheld, delayed or conditioned) of such Subsidiary so designated as an Approved Borrower, which approval shall become be evidenced by the Administrative Agent signing and returning to the Company a copy of such Designation Letter, such Subsidiary shall be an Approved Borrower. There may If the Company shall designate as an Approved Borrower hereunder any Subsidiary not organized under the laws of the United States or any State thereof, any Lender may, with notice to the Administrative Agent and the Company, fulfill its Commitment by causing an Affiliate of such Lender to act as the Lender in respect of such Approved Borrower (and such Lender shall, to the extent of Loans made to such Approved Borrower, be no more deemed for all purposes hereof to have pro tanto assigned such Loans to such Affiliate in compliance with the provisions of Section 9.04), provided that, such Affiliate is not entitled at the time of designation to any greater payment under Section 2.16 than ten Approved Borrowers at any one timesuch Lender. So long as all principal and interest on all Loans of any Approved Borrower and all other amounts payable by such Approved Borrower hereunder have been paid in full, the Company may terminate an Approved Borrower's its status as an Approved Borrower hereunder by furnishing to the Administrative Agent a letter (a "Termination Letter"), substantially in the form of Exhibit E-2 heretoD-2, duly completed and executed by the Company and such Approved Borrower. Any Termination Letter furnished in accordance with this Section 2.21 shall be effective upon receipt by the Administrative Agent. Notwithstanding the foregoing, the delivery of a Termination Letter with respect to any Approved Borrower shall not affect any obligation of such Approved Borrower theretofore incurred. Each Subsidiary set forth in Schedule 2.21 shall be deemed an Approved Borrower until delivery of a Termination Letter with respect to such Subsidiary.

Borrowings by Approved Borrowers. The Company may, at any time or from time to timetime during the Availability Period, designate one or more wholly owned Wholly Owned Consolidated Subsidiaries as Borrowers hereunder by furnishing to the Administrative Agent not less than 10 days prior to the proposed effective date therefor, a letter (a "“Designation Letter"”) in duplicate, substantially in the form of Exhibit E-1 heretoD-1, duly completed and executed by the Company and such Subsidiary. Following the delivery of a Designation Letter pursuant to this Section 2.01(b), whereupon each the Company shall, promptly upon the request of the Administrative Agent or any Lender, supply such documentation and other evidence as is reasonably requested by the Administrative Agent or any Lender in order for the Administrative Agent or such Lender to carry out and be satisfied it has complied with the results of all necessary “know your customer” or other similar checks under all applicable laws and regulations. Upon approval by the Administrative Agent and the Applicable Lenders (which approval shall not be unreasonably withheld, delayed or conditioned) of such Subsidiary so designated as an Approved Borrower, which approval shall become be evidenced by the Administrative Agent and the Applicable Lenders signing and returning to the Company a copy of such Designation Letter, such Subsidiary shall be an Approved Borrower. There may If the Company shall designate as an Approved Borrower hereunder any Subsidiary not organized under the laws of the United States or any State thereof, any Lender may, with notice to the Administrative Agent and the Company, fulfill its Commitment by causing any domestic or foreign branch or Affiliate of such Lender to act as the Lender in respect of such Approved Borrower (and such Lender shall, to the extent of Loans made to such Approved Borrower, be no more deemed for all purposes hereof to have pro tanto assigned such Loans to such Affiliate in compliance with the provisions of Section 9.04), provided that, such Affiliate is not entitled at the time of designation to any greater payment under Section 2.16 than ten Approved Borrowers at any one timesuch Lender. So long as all principal and interest on all Loans of any Approved Borrower and all other amounts payable by such Approved Borrower hereunder have been paid in full, the Company may terminate an Approved Borrower's its status as an Approved Borrower hereunder by furnishing to the Administrative Agent a letter (a "“Termination Letter"”), substantially in the form of Exhibit E-2 heretoD-2, duly completed and executed by the Company and such Approved Borrower. Any Termination Letter furnished in accordance with this Section 2.21 2.01(b) shall be effective upon receipt by the Administrative Agent. Notwithstanding the foregoing, the delivery of a Termination Letter with respect to any Approved Borrower shall not affect any obligation of such Approved Borrower theretofore incurred. Each As used herein, “Applicable Lenders” means (i) in the case of Syndicated Borrowings to be made to any proposed Subsidiary, all of the Lenders and (ii) in the case of Competitive Loans to any proposed Subsidiary, any Lender willing to make such Competitive Loans (it being understood that the approval by such Lender of such proposed Subsidiary set forth in Schedule 2.21 shall be deemed as an Approved Borrower until delivery of does not constitute a Termination Letter with respect commitment by such Lender to make Competitive Loans to such SubsidiaryApproved Borrower).

Borrowings by Approved Borrowers. The Company may, at any time or from time to timetime during the Availability Period, designate one or more wholly owned Wholly Owned Consolidated Subsidiaries as Borrowers hereunder by furnishing to the Administrative Agent not less than 10 days prior to the proposed effective date therefor, a letter (a "“Designation Letter"”) in duplicate, substantially in the form of Exhibit E-1 heretoD-1, duly completed and executed by the Company and such Subsidiary. Following the delivery of a Designation Letter pursuant to this Section 2.01(b), whereupon each the Company shall, promptly upon the request of the Administrative Agent or any Lender, supply such documentation and other evidence as is reasonably requested by the Administrative Agent or any Lender in order for the Administrative Agent or such Lender to carry out and be satisfied it has complied with the results of all necessary “know your customer” or other similar checks under all applicable laws and regulations. Upon approval by the Administrative Agent and the Applicable Lenders (which approval shall not be unreasonably withheld, delayed or conditioned) of such Subsidiary so designated as an Approved Borrower, which approval shall become be evidenced by the Administrative Agent and the Applicable Lenders signing and returning to the Company a copy of such Designation Letter, such Subsidiary shall be an Approved Borrower. There may If the Company shall designate as an Approved Borrower hereunder any Subsidiary not organized under the laws of the United States or any State thereof, any Lender may, with notice to the Administrative Agent and the Company, fulfill its Commitment by causing an Affiliate of such Lender to act as the Lender in respect of such Approved Borrower (and such Lender shall, to the extent of Loans made to such Approved Borrower, be no more deemed for all purposes hereof to have pro tanto assigned such Loans to such Affiliate in compliance with the provisions of Section 9.04), provided that, such Affiliate is not entitled at the time of designation to any greater payment under Section 2.16 than ten Approved Borrowers at any one timesuch Lender. So long as all principal and interest on all Loans of any Approved Borrower and all other amounts payable by such Approved Borrower hereunder have been paid in full, the Company may terminate an Approved Borrower's its status as an Approved Borrower hereunder by furnishing to the Administrative Agent a letter (a "“Termination Letter"”), substantially in the form of Exhibit E-2 heretoD-2, duly completed and executed by the Company and such Approved Borrower. Any Termination Letter furnished in accordance with this Section 2.21 shall be effective upon receipt by the Administrative Agent. Notwithstanding the foregoing, the delivery of a Termination Letter with respect to any Approved Borrower shall not affect any obligation of such Approved Borrower theretofore incurred. Each As used herein, “Applicable Lenders” means (i) in the case of Syndicated Borrowings to be made to any proposed Subsidiary, all of the Lenders and (ii) in the case of Competitive Loans to any proposed Subsidiary, any Lender willing to make such Competitive Loans (it being understood that the approval by such Lender of such proposed Subsidiary set forth in Schedule 2.21 shall be deemed as an Approved Borrower until delivery of does not constitute a Termination Letter with respect commitment by such Lender to make Competitive Loans to such SubsidiaryApproved Borrower).

Borrowings by Approved Borrowers. The Company may, at any time or from time to time, designate one or more wholly owned Subsidiaries as Borrowers hereunder by furnishing to the Administrative Agent a letter (a "Designation Letter") substantially in the form of Exhibit E-1 hereto, duly completed and executed by the Company and such Subsidiary, whereupon each Subsidiary so designated shall become an Approved Borrower. There may be no more than ten Approved Borrowers at any one time. So long as all principal and interest on all Loans of any Approved Borrower have been paid in full, the Company may terminate an Approved Borrower's status as an Approved Borrower by furnishing to the Administrative Agent a letter (a "Termination Letter"), substantially in the form of Exhibit E-2 hereto, duly completed and executed by the Company and such Approved Borrower. Any Termination Letter furnished in accordance with this Section 2.21 shall be effective upon receipt by the Administrative Agent. Notwithstanding the foregoing, the delivery of a Termination Letter with respect to any Approved Borrower shall not 55 49 affect any obligation of such Approved Borrower theretofore incurred. Each Subsidiary set forth in Schedule 2.21 shall be deemed an Approved Borrower until delivery of a Termination Letter with respect to such Subsidiary.

Borrowings by Approved Borrowers. The Company may, at any time or from time to time, designate one or more wholly owned Subsidiaries as Borrowers hereunder by furnishing to the Administrative Agent a letter (a "Designation Letter") substantially in the form of Exhibit E-1 F-1 hereto, duly completed and executed by the Company and such Subsidiary, whereupon each Subsidiary so designated shall become an Approved Borrower. As soon as practicable upon receipt of any such Designation Letter, the Administrative Agent shall send a copy thereof to each Lender. There may be no more than ten Approved Borrowers at any one time. So long as all principal and interest on all Loans of any Approved Borrower have been paid in full, the Company may terminate an Approved Borrower's status as an Approved Borrower by furnishing to the Administrative Agent a letter (a "Termination Letter"), substantially in the form of Exhibit E-2 F-2 hereto, duly completed and executed by the Company and such Approved Borrower. Any Termination Letter furnished in accordance with this Section 2.21 shall be effective upon receipt by the Administrative Agent. Notwithstanding the foregoing, the delivery of a Termination Letter with respect to any Approved Borrower shall not affect any obligation of such Approved Borrower theretofore incurred. Each Subsidiary set forth in Schedule 2.21 shall be deemed an Approved Borrower until delivery of a Termination Letter with respect to such Subsidiary. Notwithstanding any other provision herein, no Lender shall be required to make any Loan to an Approved Borrower if any applicable law or regulation shall make it unlawful for any such Lender to make or maintain any such Loan.

Borrowings by Approved Borrowers. The Company may, at any time or from time to time, designate one or more wholly owned Subsidiaries as Borrowers hereunder by furnishing to the Administrative Agent a letter (a "“Designation Letter"”) substantially in the form of Exhibit E-1 F-l hereto, duly completed and executed by the Company and such Subsidiary, whereupon each Subsidiary so designated shall become an Approved Borrower. As soon as practicable upon receipt of any such Designation Letter, the Administrative Agent shall send a copy thereof to each Lender. There may be no more than ten Approved Borrowers at any one time. So long as all principal and interest on all Loans of any Approved Borrower have been paid in full, the Company may terminate an Approved Borrower's ’s status as an Approved Borrower by furnishing to the Administrative Agent a letter (a "“Termination Letter"”), substantially in the form of Exhibit E-2 F-2 hereto, duly completed and executed by the Company and such Approved Borrower. Any Termination Letter furnished in accordance with this Section 2.21 shall be effective upon receipt by the Administrative Agent. Notwithstanding the foregoing, the delivery of a Termination Letter with respect to any Approved Borrower shall not affect any obligation of such Approved Borrower theretofore incurred. Each Subsidiary set forth in Schedule 2.21 shall be deemed an Approved Borrower until delivery of a Termination Letter with respect to such Subsidiary. Notwithstanding any other provision herein, no Lender shall be required to make any Loan to an Approved Borrower if any applicable law or regulation shall make it unlawful for any such Lender to make or maintain any such Loan.