Common use of Borrowings by Designated Borrowers Clause in Contracts

Borrowings by Designated Borrowers. (a) 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”) in duplicate, substantially in the form of Exhibit E-1 hereto, duly completed and executed by the Company and such Subsidiary. Any such designation of a Foreign Subsidiary shall, and any such designation of a Domestic Subsidiary may, restrict such Wholly-Owned Subsidiary to Competitive Loans, as set forth in the relevant Designation Letter. Upon any such designation of a Subsidiary, such Subsidiary shall be a Borrower entitled to borrow Competitive Loans only; and upon approval by all of the Lenders (which approval shall not be unreasonably withheld) of any Domestic Subsidiary as an Approved Designated Borrower (which approval shall be evidenced by the Administrative Agent signing and returning to the Company a copy of such Designation Letter) such Domestic Subsidiary shall be an Approved Designated Borrower entitled to borrow both Committed Loans and Competitive Loans. So long as all principal and interest on all Loans of any Borrower (other than the Company) hereunder have been paid in full, the Company may terminate the status of such Borrower as a Borrower hereunder 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 Borrower. Any Termination Letter furnished in accordance with this Section 2.05 shall be effective upon receipt by the Administrative Agent (which shall promptly notify the Lenders), whereupon the Lenders shall promptly deliver to the Company (through the Administrative Agent) the Notes, if any, of such former Borrower. Notwithstanding the foregoing, the delivery of a Termination Letter with respect to any Borrower shall not terminate any obligation of such Borrower theretofore incurred (including, without limitation, obligations under Sections 5.01, 5.05 and 5.06) or the obligations of the Company under Section 11 with respect thereto. (b) No Designation Letter with respect to an Approved Designated Borrower may be amended, supplemented or otherwise modified without the approval of the Majority Lenders.

Borrowings by Designated Borrowers. (a) 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”) in duplicate, in substantially in the form of Exhibit E-1 heretoF-1, duly completed and executed by the Company and such Subsidiary. Any such designation of a Foreign Subsidiary shall, and any such designation of a Domestic Subsidiary may, restrict such Wholly-Owned Subsidiary to Competitive Loans, as set forth in the relevant Designation Letter. Upon any such designation of a Subsidiary, such Subsidiary shall be a Designated Borrower and a Borrower entitled to borrow Competitive Loans only; and upon approval by all of the Lenders (which approval shall not be unreasonably withheld) of any Domestic Subsidiary as an Approved Designated Borrower (which approval shall be evidenced by the Administrative Agent signing and returning to the Company a copy of such Designation Letter) such Domestic Subsidiary shall be an Approved Designated Borrower entitled to borrow both Committed Revolving Loans, Swing Loans and Competitive Loans. Bid Loans and to request the issuance of Letters of Credit on and subject to the terms and conditions of this Agreement. (b) So long as all principal of and interest on all Loans of made to any Designated Borrower (other than the Company) hereunder have been paid in full, the Company may terminate the status of such Borrower as a Borrower hereunder by furnishing to the Administrative Agent a letter (a “Termination Letter”), ) in substantially in the form of Exhibit E-2 heretoF-2, duly completed and executed by the Company and such BorrowerCompany. Any Termination Letter furnished in accordance with this Section 2.05 hereunder shall be effective upon receipt by the Administrative Agent (Agent, which shall promptly notify the Lenders), whereupon the Lenders shall promptly deliver to the Company (through the Administrative Agent) the Notes, if any, of such former Borrower. Notwithstanding the foregoing, the delivery of a Termination Letter with respect to any Borrower shall not terminate (i) any obligation of such Borrower theretofore incurred that remains unpaid at the time of such delivery (including, including without limitation, obligations limitation any obligation arising thereafter in respect of such Borrower under Sections 5.01, 5.05 and 5.06Section 2.12 or 3.05) or (ii) the obligations of the Company under Section 11 with respect thereto. (b) No Designation Letter Article X with respect to an Approved Designated Borrower may be amended, supplemented or otherwise modified without the approval of the Majority Lendersany such unpaid obligations.

Borrowings by Designated Borrowers. (a) The Company may, at any time or from time to time, designate one or more Wholly-Owned wholly owned Subsidiaries of the Company as Borrowers "Borrowers" hereunder by furnishing to the Administrative Agent a letter (a “"Designation Letter”") in duplicate, in substantially in the ------------------ form of Exhibit E-1 heretoF-1, duly completed and executed by the Company and such Subsidiary. Any such designation of a Foreign Subsidiary shall, and any such designation of a Domestic Subsidiary may, restrict such Wholly-Owned Subsidiary to Competitive Loans, as set forth in the relevant Designation Letter. Upon any such designation of a Subsidiary, such Subsidiary shall be a Borrower entitled to borrow Competitive Loans only; and upon approval by all of the Lenders (which approval shall not be unreasonably withheld) of any Domestic Subsidiary as an Approved Designated Borrower (which approval shall be evidenced by the Administrative Agent signing and returning to the Company a copy of such Designation Letter) such Domestic Subsidiary shall be an Approved Designated Borrower entitled to borrow both Committed Loans A Advances and Competitive Loans. B Advances on and subject to the terms and conditions of this Agreement. (b) So long as all principal of and interest on all Loans of Advances made to any Designated Borrower (other than the Company) hereunder have been paid in full, the Company may terminate the status of such Designated Borrower as a Designated Borrower hereunder by furnishing to the Administrative Agent a letter (a “"Termination Letter”), ") in substantially in the form ------------------ of Exhibit E-2 heretoF-2, duly completed and executed by the Company and such BorrowerCompany. Any Termination Letter furnished in accordance with this Section 2.05 hereunder shall be effective upon receipt by the Administrative Agent (Agent, which shall promptly notify the Lenders), whereupon the Lenders shall promptly deliver to the Company (through the Administrative Agent) the Notes, if any, of such former Designated Borrower. Notwithstanding the foregoing, the delivery of a Termination Letter with respect to any Designated Borrower shall not terminate (i) any obligation of such Designated Borrower theretofore incurred that remains unpaid at the time of such delivery (including, including without limitation, obligations limitation any obligation arising thereafter in respect of such Designated Borrower under Sections 5.01, 5.05 and 5.06Section 2.15 or 2.11) or (ii) the obligations of the Company under Section 11 with respect thereto. (b) No Designation Letter Article IX with respect to an Approved Designated Borrower may be amended, supplemented or otherwise modified without the approval of the Majority Lendersany such unpaid obligations.

Borrowings by Designated Borrowers. (a) 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”"DESIGNATION LETTER") in duplicate, substantially in the form of Exhibit E-1 F-1 hereto, duly completed and executed by the Company and such Subsidiary. Any such designation of a Foreign Subsidiary shall, and any such designation of a Domestic Subsidiary may, restrict such Wholly-Owned Subsidiary to Competitive LoansLoans and may exclude the applicability of Section 5.06(a) hereof to such Wholly-Owned Subsidiary, all as set forth in the relevant Designation Letter. Upon any such designation of a Subsidiary, such Subsidiary shall be a Borrower entitled to borrow Competitive Loans only; and upon approval by all of the Lenders Banks (which approval shall not be unreasonably withheld) of any Domestic Subsidiary as an Approved Designated Borrower (which approval shall be evidenced by the Administrative Agent signing and returning to the Company a copy of such Designation Letter) such Domestic Subsidiary shall be an Approved Designated Borrower entitled to borrow both Committed Loans and Competitive Loans. So long as all principal and interest on all Loans of any Borrower (other than the Company) hereunder have been paid in full, the Company may terminate the status of such Borrower as a Borrower hereunder by furnishing to the Administrative Agent a letter (a “Termination Letter”"TERMINATION LETTER"), substantially in the form of Exhibit E-2 F-2 hereto, duly completed and executed by the Company and such Borrower. Any Termination Letter furnished in accordance with this Section 2.05 2.04 shall be effective upon receipt by the Administrative Agent (which shall promptly notify the LendersBanks), whereupon the Lenders Banks shall promptly deliver to the Company (through the Administrative Agent) the Notes, if any, of such former Borrower. Notwithstanding the foregoing, the delivery of a Termination Letter with respect to any Borrower shall not terminate any obligation of such Borrower theretofore incurred (including, without limitation, obligations under Sections 5.01, 5.05 and 5.06) or the obligations of the Company under Section 11 hereof with respect thereto. (b) No Designation Letter with respect The Administrative Agent is hereby authorized by the Banks (i) to approve (on behalf of all of the Banks) as an Approved Designated Borrower may be amendedBorrower, supplemented or otherwise modified without and (ii) to sign and return to the approval Company a Designation Letter from the Company with respect to, each of the Majority Lenders.following Domestic Subsidiaries of the Company: (1) Newelx Xxxxating Company; and

Borrowings by Designated Borrowers. (a) The Company may, at any time or from time to time, designate one or more Wholly-Owned wholly owned Subsidiaries of the Company as Borrowers "Borrowers" hereunder by furnishing to the Administrative Agent a letter (a “"Designation Letter”") in duplicate, in substantially in ------------------ the form of Exhibit E-1 heretoF-1, duly completed and executed by the Company and such Subsidiary. Any such designation of a Foreign Subsidiary shall, and any such designation of a Domestic Subsidiary may, restrict such Wholly-Owned Subsidiary to Competitive Loans, as set forth in the relevant Designation Letter. Upon any such designation of a Subsidiary, such Subsidiary shall be a Borrower entitled to borrow Competitive Loans only; and upon approval by all of the Lenders (which approval shall not be unreasonably withheld) of any Domestic Subsidiary as an Approved Designated Borrower (which approval shall be evidenced by the Administrative Agent signing and returning to the Company a copy of such Designation Letter) such Domestic Subsidiary shall be an Approved Designated Borrower entitled to borrow both Committed Loans A Advances and Competitive Loans. B Advances on and subject to the terms and conditions of this Agreement. (b) So long as all principal of and interest on all Loans of Advances made to any Designated Borrower (other than the Company) hereunder have been paid in full, the Company may terminate the status of such Designated Borrower as a Designated Borrower hereunder by furnishing to the Administrative Agent a letter (a “"Termination Letter”), ") in ------------------ substantially in the form of Exhibit E-2 heretoF-2, duly completed and executed by the Company and such BorrowerCompany. Any Termination Letter furnished in accordance with this Section 2.05 hereunder shall be effective upon receipt by the Administrative Agent (Agent, which shall promptly notify the Lenders), whereupon the Lenders shall promptly deliver to the Company (through the Administrative Agent) the Notes, if any, of such former Designated Borrower. Notwithstanding the foregoing, the delivery of a Termination Letter with respect to any Designated Borrower shall not terminate (i) any obligation of such Designated Borrower theretofore incurred that remains unpaid at the time of such delivery (including, including without limitation, obligations limitation any obligation arising thereafter in respect of such Designated Borrower under Sections 5.01, 5.05 and 5.06Section 2.15 or 2.11) or (ii) the obligations of the Company under Section 11 with respect thereto. (b) No Designation Letter Article IX with respect to an Approved Designated Borrower may be amended, supplemented or otherwise modified without the approval of the Majority Lenders.any such unpaid obligations. AMENDED AND RESTATED FIVE YEAR CREDIT AGREEMENT

Borrowings by Designated Borrowers. (a) The Company may, at any time or from time to time, upon not less than five Business Days’ notice to the Administrative Agent and the Lenders, designate one or more Wholly-Owned Subsidiaries as Borrowers hereunder by furnishing to the Administrative Agent a letter (a “Designation Letter”) in duplicate, in substantially in the form of Exhibit E-1 heretoF-1, duly completed and executed by the Company and such Subsidiary. Any such designation Upon the effectiveness of a Foreign Subsidiary shall, and any such designation of a Domestic Subsidiary may, restrict such Wholly-Owned Subsidiary to Competitive Loans, as set forth provided in the relevant Designation Letter. Upon any such designation of a SubsidiarySection 2.16(c), such Subsidiary shall be a Designated Borrower and a Borrower entitled to borrow Revolving Loans, Swing Loans and Competitive Bid Loans only; and upon approval to request the issuance of Letters of Credit on and subject to the terms and conditions of this Agreement. The Administrative Agent shall promptly notify each Lender of each such designation by all the Company and the identity of the Lenders respective Subsidiary. (which approval shall not be unreasonably withheldb) Following the delivery of a Designation Letter pursuant to Section 2.16(a), if the policies and procedures of the Administrative Agent or any Domestic Subsidiary Lender require it to comply with “know your customer” or similar identification procedures in connection with the designation of such Designated Borrower, the Company shall, promptly upon the request of the Administrative Agent or such Lender, supply such documentation and other evidence as an Approved Designated Borrower (which approval shall be evidenced is reasonably requested by the Administrative Agent signing or such Lender in order for the Administrative Agent or such Lender to carry out and returning be satisfied it has complied with the results of all necessary “know your customer” or other similar checks under all applicable laws and regulations. In addition, as soon as practicable, and in any event not later than five Business Days after the Company’s delivery of the Designation Letter, any Lender that has not determined that it is legally permitted to lend to, establish credit for the account of and/or do business with such Designated Borrower directly or through an assignment to an Affiliate of such Lender pursuant to Section 9.07 (a “Designated Lender”) shall so notify the Company and the Administrative Agent in writing. If a Designated Lender has so notified the Company and the Administrative Agent, the Company may at its option notify the Administrative Agent and such Designated Lender that the Commitments of such Designated Lender shall be terminated; provided that such Designated Lender shall have received payment of an amount equal to the Company a copy outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts SECOND AMENDED AND RESTATED CREDIT AGREEMENT payable to it hereunder, from the assignee (to the extent of such Designation Letteroutstanding principal and accrued interest and fees) such Domestic Subsidiary shall be an Approved or the Company or the relevant Designated Borrower entitled (in the case of all other amounts). (c) A Designation Letter shall become effective on the seventh Business Day following delivery thereof unless a Lender has identified itself as a Designated Lender within the time period specified in Section 2.16(b), in which case, the Designation Letter for such Subsidiary will not be effective unless and until either the Commitments of each Designated Lender have been terminated in accordance with Section 2.16(b) or all Lenders cease to borrow both Committed Loans and Competitive Loans. be Designated Lenders with respect to such Designated Subsidiary. (d) So long as all principal of and interest on all Loans of made to any Designated Borrower (other than the Company) hereunder have been paid in full, the Company may terminate the status of such Borrower as a Borrower hereunder by furnishing to the Administrative Agent a letter (a “Termination Letter”), ) in substantially in the form of Exhibit E-2 heretoF-2, duly completed and executed by the Company and such BorrowerCompany. Any Termination Letter furnished in accordance with this Section 2.05 hereunder shall be effective upon receipt by the Administrative Agent (Agent, which shall promptly notify the Lenders), whereupon the Lenders shall promptly deliver to the Company (through the Administrative Agent) the Notes, if any, of such former Borrower. Notwithstanding the foregoing, the delivery of a Termination Letter with respect to any Borrower shall not terminate (i) any obligation of such Borrower theretofore incurred that remains unpaid at the time of such delivery (including, including without limitation, obligations limitation any obligation arising thereafter in respect of such Borrower under Sections 5.01, 5.05 and 5.06Section 2.12 or 3.05) or (ii) the obligations of the Company under Section 11 with respect thereto. (b) No Designation Letter Article X with respect to an Approved Designated Borrower may be amended, supplemented or otherwise modified without the approval of the Majority Lendersany such unpaid obligations.

Borrowings by Designated Borrowers. (a) 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”) in duplicate, in substantially in the form of Exhibit E-1 heretoF-1, duly completed and executed by the Company and such Subsidiary. Any such designation of a Foreign Subsidiary shall, and any such designation of a Domestic Subsidiary may, restrict such Wholly-Owned Subsidiary to Competitive Loans, as set forth in the relevant Designation Letter. Upon any such designation of a Subsidiary, such Subsidiary shall be a Designated Borrower and a Borrower entitled to borrow Competitive Loans only; and upon approval by all of the Lenders (which approval shall not be unreasonably withheld) of any Domestic Subsidiary as an Approved Designated Borrower (which approval shall be evidenced by the Administrative Agent signing and returning to the Company a copy of such Designation Letter) such Domestic Subsidiary shall be an Approved Designated Borrower entitled to borrow both Committed Revolving Loans and Competitive Loans. Bid Loans on and subject to the terms and conditions of this Agreement. (b) So long as all principal of and interest on all Loans of made to any Designated Borrower (other than the Company) hereunder have been paid in full, the Company may terminate the status of such Borrower as a Borrower hereunder by furnishing to the Administrative Agent a letter (a “Termination Letter”), ) in substantially in the form of Exhibit E-2 heretoF-2, duly completed and executed by the Company and such BorrowerCompany. Any Termination Letter furnished in accordance with this Section 2.05 hereunder shall be effective upon receipt by the Administrative Agent (Agent, which shall promptly notify the Lenders), whereupon the Lenders shall promptly deliver to the Company (through the Administrative Agent) the Notes, if any, of such former Borrower. Notwithstanding the foregoing, the delivery of a Termination Letter with respect to any Borrower shall not terminate (i) any obligation of such Borrower theretofore incurred that remains unpaid at the time of such delivery (including, including without limitation, obligations limitation any obligation arising thereafter in respect of such Borrower under Sections 5.01, 5.05 and 5.06Section 2.11 or 3.04) or (ii) the obligations of the Company under Section 11 with respect thereto. (b) No Designation Letter Article X with respect to an Approved Designated Borrower may be amended, supplemented or otherwise modified without the approval of the Majority Lendersany such unpaid obligations.

Borrowings by Designated Borrowers. (a) 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”") in duplicate, substantially in the form of Exhibit E-1 hereto, duly completed and executed by the Company and such Subsidiary. Any such designation of a Foreign Subsidiary shall, and any such designation of a Domestic Subsidiary may, restrict such Wholly-Owned Subsidiary to Competitive LoansLoans and may exclude the applicability of Section 5.06(a) to such Wholly-Owned Subsidiary, all as set forth in the relevant Designation Letter. Upon any such designation of a Subsidiary, such Subsidiary shall be a Borrower entitled to borrow Competitive Loans only; and upon approval by all of the Lenders (which approval shall not be unreasonably withheld) of any Domestic Subsidiary as an Approved Designated Borrower (which approval shall be evidenced by the Administrative Agent signing and returning to the Company a copy of such Designation Letter) such Domestic Subsidiary shall be an Approved Designated Borrower entitled to borrow both Committed Loans and Competitive Loans. So long as all principal and interest on all Loans of any Borrower (other than the Company) hereunder have been paid in full, the Company may terminate the status of such Borrower as a Borrower hereunder 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 Borrower. Any Termination Letter furnished in accordance with this Section 2.05 2.04 shall be effective upon receipt by the Administrative Agent (which shall promptly notify the Lenders), whereupon the Lenders shall promptly deliver to the Company (through Credit Agreement ---------------- the Administrative Agent) the Notes, if any, of such former Borrower. Notwithstanding the foregoing, the delivery of a Termination Letter with respect to any Borrower shall not terminate any obligation of such Borrower theretofore incurred (including, without limitation, obligations under Sections 5.01, 5.05 and 5.06) or the obligations of the Company under Section 11 with respect thereto. (b) The Administrative Agent is hereby authorized by the Lenders (i) to approve (on behalf of all of the Lenders) as an Approved Designated Borrower, and (ii) to sign and return to the Company a Designation Letter from the Company with respect to Newell Operating Company. (c) No Designation Letter Xxxxxx, with respect to an Approved Designated Borrower may be amended, supplemented or otherwise modified without the approval of all of the Majority Lenders.

Borrowings by Designated Borrowers. (a) 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”") in duplicate, in substantially in the form of Exhibit E-1 heretoF-1, duly ------ completed and executed by the Company and such Subsidiary. Any such designation of a Foreign Subsidiary shall, and any such designation of a Domestic Subsidiary may, restrict such Wholly-Owned Subsidiary to Competitive Loans, as set forth in the relevant Designation Letter. Upon any such designation of a Subsidiary, such Subsidiary shall be a Designated Borrower and a Borrower entitled to borrow Competitive Loans only; and upon approval by all of the Lenders (which approval shall not be unreasonably withheld) of any Domestic Subsidiary as an Approved Designated Borrower (which approval shall be evidenced by the Administrative Agent signing and returning to the Company a copy of such Designation Letter) such Domestic Subsidiary shall be an Approved Designated Borrower entitled to borrow both Committed Revolving Loans and Competitive Loans. Bid Loans on and subject to the terms and conditions of this Agreement. (b) So long as all principal of and interest on all Loans of made to any Designated Borrower (other than the Company) hereunder have been paid in full, the Company may terminate the status of such Borrower as a Borrower hereunder by furnishing to the Administrative Agent a letter (a “"Termination Letter”), ") in substantially in the form of Exhibit E-2 heretoF-2, duly completed and CREDIT AGREEMENT executed by the Company and such BorrowerCompany. Any Termination Letter furnished in accordance with this Section 2.05 hereunder shall be effective upon receipt by the Administrative Agent (Agent, which shall promptly notify the Lenders), whereupon the Lenders shall promptly deliver to the Company (through the Administrative Agent) the Notes, if any, of such former Borrower. Notwithstanding the foregoing, the delivery of a Termination Letter with respect to any Borrower shall not terminate (i) any obligation of such Borrower theretofore incurred that remains unpaid at the time of such delivery (including, including without limitation, obligations limitation any obligation arising thereafter in respect of such Borrower under Sections 5.01, 5.05 and 5.06Section 2.11 or 3.04) or (ii) the obligations of the Company under Section 11 with respect thereto. (b) No Designation Letter Article X with respect to an Approved Designated Borrower may be amended, supplemented or otherwise modified without the approval of the Majority Lendersany such unpaid obligations.

Borrowings by Designated Borrowers. (a) The Company may, at any time or from time to time, designate one or more Wholly-Owned wholly owned Subsidiaries of the Company as Borrowers "Borrowers" hereunder by furnishing to the Administrative Agent a letter (a “"Designation Letter”") in duplicate, in substantially in ------------------ the form of Exhibit E-1 heretoF-1, duly completed and executed by the Company and such Subsidiary. Any such designation of a Foreign Subsidiary shall, and any such designation of a Domestic Subsidiary may, restrict such Wholly-Owned Subsidiary to Competitive Loans, as set forth in the relevant Designation Letter. Upon any such designation of a Subsidiary, such Subsidiary shall be a Borrower entitled to borrow Competitive Loans only; and upon approval by all of the Lenders (which approval shall not be unreasonably withheld) of any Domestic Subsidiary as an Approved Designated Borrower (which approval shall be evidenced by the Administrative Agent signing and returning to the Company a copy of such Designation Letter) such Domestic Subsidiary shall be an Approved Designated Borrower entitled to borrow both Committed Loans A Advances and Competitive Loans. B Advances on and subject to the terms and conditions of this Agreement. (b) So long as all principal of and interest on all Loans of Advances made to any Designated Borrower (other than the Company) hereunder have been paid in full, the Company may terminate the status of such Designated Borrower as a Designated Borrower hereunder by furnishing to the Administrative Agent a letter (a “"Termination Letter”), ") in ------------------ substantially in the form of Exhibit E-2 heretoF-2, duly completed and executed by the Company and such BorrowerCompany. Any Termination Letter furnished in accordance with this Section 2.05 hereunder shall be effective upon receipt by the Administrative Agent (Agent, which shall promptly notify the Lenders), whereupon the Lenders shall promptly deliver to the Company (through the Administrative Agent) the Notes, if any, of such former Designated Borrower. Notwithstanding the foregoing, the delivery of a Termination Letter with respect to any Designated Borrower shall not terminate (i) any obligation of such Designated Borrower theretofore incurred that remains unpaid at the time of such delivery (including, including without limitation, obligations limitation any obligation arising thereafter in respect of such Designated Borrower under Sections 5.01, 5.05 and 5.06Section 2.15 or 2.11) or (ii) the obligations of the Company under Section 11 with respect thereto. (b) No Designation Letter Article IX with respect to an Approved Designated Borrower may be amended, supplemented or otherwise modified without the approval of the Majority Lendersany such unpaid obligations.

Borrowings by Designated Borrowers. (a) The Company may, at any time or from time to time, upon not less than five Business Days’ notice to the Administrative Agent and the Lenders, designate one or more Wholly-Owned Subsidiaries as Borrowers hereunder by furnishing to the Administrative Agent a letter (a “Designation Letter”) in duplicate, in substantially in the form of Exhibit E-1 heretoF-1, duly completed and executed by the Company and such Subsidiary. Any such designation Upon the effectiveness of a Foreign Subsidiary shall, and any such designation of a Domestic Subsidiary may, restrict such Wholly-Owned Subsidiary to Competitive Loans, as set forth provided in the relevant Designation Letter. Upon any such designation of a SubsidiarySection 2.16(c), such Subsidiary shall be a Designated Borrower and a Borrower entitled to borrow Revolving Loans, Swing Loans and Competitive Bid Loans only; and upon approval to request the issuance of Letters of Credit on and subject to the terms and conditions of this Agreement. The Administrative Agent shall promptly notify each Lender of each such designation by all the Company and the identity of the Lenders respective Subsidiary. (which approval shall not be unreasonably withheldb) Following the delivery of a Designation Letter pursuant to Section 2.16(a), if the policies and procedures of the Administrative Agent or any Domestic Subsidiary Lender require it to comply with “know your customer” or similar identification procedures in connection with the designation of such Designated Borrower, the Company shall, promptly upon the request of the Administrative Agent or such Lender, supply such documentation and other evidence as an Approved Designated Borrower (which approval shall be evidenced is reasonably requested by the Administrative Agent signing or such Lender in order for the Administrative Agent or such Lender to carry out and returning be satisfied it has complied with the results of all necessary “know your customer” or other similar checks under all applicable laws and regulations. In addition, as soon as practicable, and in any event not later than five Business Days after the Company’s delivery of the Designation Letter, any Lender that has not determined that it is legally permitted to lend to, establish credit for the account of and/or do business with such Designated Borrower directly or through an assignment to an Affiliate of such Lender pursuant to Section 9.07 (a “Designated Lender”) shall so notify the Company and the Administrative Agent in writing. If a Designated Lender has so notified the Company and the Administrative Agent, the Company may at its option notify the Administrative Agent and THIRD AMENDED AND RESTATED CREDIT AGREEMENT such Designated Lender that the Commitments of such Designated Lender shall be terminated; provided that such Designated Lender shall have received payment of an amount equal to the Company a copy outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such Designation Letteroutstanding principal and accrued interest and fees) such Domestic Subsidiary shall be an Approved or the Company or the relevant Designated Borrower entitled (in the case of all other amounts). (c) A Designation Letter shall become effective on the seventh Business Day following delivery thereof unless a Lender has identified itself as a Designated Lender within the time period specified in Section 2.16(b), in which case, the Designation Letter for such Subsidiary will not be effective unless and until either the Commitments of each Designated Lender have been terminated in accordance with Section 2.16(b) or all Lenders cease to borrow both Committed Loans and Competitive Loans. be Designated Lenders with respect to such Designated Subsidiary. (d) So long as all principal of and interest on all Loans of made to any Designated Borrower (other than the Company) hereunder have been paid in full, the Company may terminate the status of such Borrower as a Borrower hereunder by furnishing to the Administrative Agent a letter (a “Termination Letter”), ) in substantially in the form of Exhibit E-2 heretoF-2, duly completed and executed by the Company and such BorrowerCompany. Any Termination Letter furnished in accordance with this Section 2.05 hereunder shall be effective upon receipt by the Administrative Agent (Agent, which shall promptly notify the Lenders), whereupon the Lenders shall promptly deliver to the Company (through the Administrative Agent) the Notes, if any, of such former Borrower. Notwithstanding the foregoing, the delivery of a Termination Letter with respect to any Borrower shall not terminate (i) any obligation of such Borrower theretofore incurred that remains unpaid at the time of such delivery (including, including without limitation, obligations limitation any obligation arising thereafter in respect of such Borrower under Sections 5.01, 5.05 and 5.06Section 2.12 or 3.05) or (ii) the obligations of the Company under Section 11 with respect thereto. (b) No Designation Letter Article X with respect to an Approved Designated Borrower may be amended, supplemented or otherwise modified without the approval of the Majority Lendersany such unpaid obligations.

Borrowings by Designated Borrowers. (a) 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”"DESIGNATION LETTER") in duplicate, substantially in the form of Exhibit E-1 hereto, duly completed and executed by the Company and such Subsidiary. Any such designation of a Foreign Subsidiary shall, and any such designation of a Domestic Subsidiary may, restrict such Wholly-Owned Subsidiary to Competitive Loans, as set forth in the relevant Designation Letter. Upon any such designation of a Subsidiary, such Subsidiary shall be a Borrower entitled to borrow Competitive Loans only; and upon approval by all of the Lenders (which approval shall not be unreasonably withheld) of any Domestic Subsidiary as an Approved Designated Borrower (which approval shall be evidenced by the Administrative Agent signing and returning to the Company a copy of such Designation Letter) such Domestic Subsidiary shall be an Approved Designated Borrower entitled to borrow both Committed Loans and Competitive Loans. So long as all principal and interest on all Loans of any Borrower (other than the Company) hereunder have been paid in full, the Company may terminate the status of such Borrower as a Borrower hereunder by furnishing to the Administrative Agent a letter (a “Termination Letter”"TERMINATION LETTER"), substantially in the form of Exhibit E-2 hereto, duly completed and executed by the Company and such Borrower. Any Termination Letter furnished in accordance with this Section 2.05 2.04 shall be effective upon receipt by the Administrative Agent (which shall promptly notify the Lenders), whereupon the Lenders shall promptly deliver to the Company (through the Administrative Agent) the Notes, if any, of such former Borrower. Notwithstanding the foregoing, the delivery of a Termination Letter with respect to any Borrower shall not terminate any obligation of such Borrower theretofore incurred (including, without limitation, obligations under Sections 5.01, 5.05 and 5.06) or the obligations of the Company under Section 11 with respect thereto. (b) No Designation Letter with respect to an Approved Designated Borrower may be amended, supplemented or otherwise modified without the approval of the Majority Lenders.

Borrowings by Designated Borrowers. (a) 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”") in duplicate, in ------------------ substantially in the form of Exhibit E-1 heretoF-1, duly completed and executed by the Company and such Subsidiary. Any such designation of a Foreign Subsidiary shall, and any such designation of a Domestic Subsidiary may, restrict such Wholly-Owned Subsidiary to Competitive Loans, as set forth in the relevant Designation Letter. Upon any such designation of a Subsidiary, such Subsidiary shall be a Designated Borrower and a Borrower entitled to borrow Competitive Loans only; and upon approval by all of the Lenders (which approval shall not be unreasonably withheld) of any Domestic Subsidiary as an Approved Designated Borrower (which approval shall be evidenced by the Administrative Agent signing and returning to the Company a copy of such Designation Letter) such Domestic Subsidiary shall be an Approved Designated Borrower entitled to borrow both Committed Revolving Loans and Competitive Loans. Bid Loans on and subject to the terms and conditions of this Agreement. (b) So long as all principal of and interest on all Loans of made to any Designated Borrower (other than the Company) hereunder have been paid in full, the Company may terminate the status of such Borrower as a Borrower hereunder by furnishing to the Administrative Agent a letter (a “"Termination Letter”), ") in substantially in the ------------------ form of Exhibit E-2 heretoF-2, duly completed and executed by the Company and such BorrowerCompany. Any Termination Letter furnished in accordance with this Section 2.05 hereunder shall be effective upon receipt by the Administrative Agent (Agent, which shall promptly notify the Lenders), whereupon the Lenders shall promptly deliver to the Company (through the Administrative Agent) the Notes, if any, of such former Borrower. Notwithstanding the foregoing, the delivery of a Termination Letter with respect to any Borrower shall not terminate (i) any obligation of such Borrower theretofore incurred that remains unpaid at the time of such delivery (including, including without limitation, obligations limitation any obligation arising thereafter in respect of such Borrower under Sections 5.01, 5.05 and 5.06Section 2.12 or 3.05) or (ii) the obligations of the Company under Section 11 with respect thereto. (b) No Designation Letter Article X with respect to an Approved Designated Borrower may be amended, supplemented or otherwise modified without the approval of the Majority Lendersany such unpaid obligations.

Borrowings by Designated Borrowers. (a) The Company may, at any time or from time to timetime upon not less than 10 Business Days’ notice, designate the Parent and/or one or more Wholly-Wholly Owned Subsidiaries of the Parent (other than the Company) as Borrowers hereunder by furnishing to the Administrative Agent and each Lender a letter (a “Designation Letter”) in duplicate, in substantially in the form of Exhibit E-1 heretoG-1 (modified as appropriate to reflect whether the Designated Borrower is the Parent or a Wholly Owned Subsidiary of the Parent), duly completed and executed by the Company and the Parent or such Subsidiary. Any such designation of a Foreign Subsidiary shall, as applicable, and any attaching documents for the Parent or such designation of a Domestic Subsidiary may, restrict such Wholly-Owned Subsidiary to Competitive LoansSubsidiary, as set forth applicable, comparable to the documents referred to in clauses (b), (c), (e), (g) and (h) of Section 3.01 of the relevant Designation LetterExisting Credit Agreement, each of which shall be in form and substance reasonably satisfactory to the Administrative Agent. Upon any delivery of such designation of a items as aforesaid, the Parent or such Subsidiary, such Subsidiary as applicable, shall be a Designated Borrower and a Borrower entitled to borrow Revolving Advances and Competitive Loans only; Bid Advances on and subject to the terms and conditions of this Agreement. Following the giving of any notice pursuant to this Section 2.16, if the designation of such Designated Borrower obligates the Administrative Agent or any Lender to comply with “know your customer” or similar identification procedures in circumstances where the necessary information is not already available to it, the Company shall, promptly upon approval by all the request of the Lenders (which approval shall not be unreasonably withheld) of Administrative Agent or any Domestic Subsidiary Lender, supply such documentation and other evidence as an Approved Designated Borrower (which approval shall be evidenced is reasonably requested by the Administrative Agent signing or any Lender in order for the Administrative Agent or such Lender to carry out and returning to be satisfied it has complied with the Company a copy results of such Designation Letterall necessary “know your customer” or other similar checks under all applicable laws and regulations. (b) such Domestic Subsidiary shall be an Approved Designated Borrower entitled to borrow both Committed Loans and Competitive Loans. So long as all principal of and interest on all Loans of Advances made to any Designated Borrower (and all other than amounts payable by such Designated Borrower under this Agreement and the Company) hereunder other Loan Documents have been paid in full, the Company may terminate the status of such Borrower as a Borrower hereunder by furnishing to the Administrative Agent a letter (a “Termination Letter”), ) in substantially in the form of Exhibit E-2 heretoG-2, duly completed and executed by the Company and such BorrowerCompany. Any Termination Letter furnished in accordance with this Section 2.05 hereunder shall be effective upon receipt by the Administrative Agent (Agent, which shall promptly notify the Lenders), whereupon the Lenders shall promptly deliver to the Company (through the Administrative Agent) the Notes, if any, of such former Borrower. Notwithstanding the foregoing, the delivery of a Termination Letter with respect to any Designated Borrower shall not terminate (i) any obligation of such Borrower theretofore incurred that remains unpaid at the time of such delivery (including, including without limitation, obligations limitation any obligation arising thereafter in respect of such Borrower under Sections 5.01, 5.05 and 5.06Section 2.13 or Section 2.15) or (ii) the obligations of the Company under Section 11 with respect thereto. (b) No Designation Letter Article 10 with respect to an Approved any such unpaid obligations. Notwithstanding anything herein to the contrary, no Designated Borrower may be amended, supplemented or otherwise modified without the approval that is a Subsidiary of the Majority LendersParent (other than the Company) shall cease to be a Designated Borrower solely because it no longer is a Wholly Owned Subsidiary of the Company.

Borrowings by Designated Borrowers. (a) 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”") in duplicate, in substantially in the form of Exhibit E-1 heretoF-1, duly ------ completed and executed by the Company and such Subsidiary. Any such designation of a Foreign Subsidiary shall, and any such designation of a Domestic Subsidiary may, restrict such Wholly-Owned Subsidiary to Competitive Loans, as set forth in the relevant Designation Letter. Upon any such designation of a Subsidiary, such Subsidiary shall be a Designated Borrower and a Borrower entitled to borrow Competitive Loans only; and upon approval by all of the Lenders (which approval shall not be unreasonably withheld) of any Domestic Subsidiary as an Approved Designated Borrower (which approval shall be evidenced by the Administrative Agent signing and returning to the Company a copy of such Designation Letter) such Domestic Subsidiary shall be an Approved Designated Borrower entitled to borrow both Committed Revolving Loans and Competitive Loans. Bid Loans on and subject to the terms and conditions of this Agreement. (b) So long as all principal of and interest on all Loans of made to any Designated Borrower (other than the Company) hereunder have been paid in full, the Company may terminate the status of such Borrower as a Borrower hereunder by furnishing to the Administrative Agent a letter (a “"Termination ----------- Letter”), ") in substantially in the form of Exhibit E-2 heretoF-2, duly completed and ------ executed by the Company and such BorrowerCompany. Any Termination Letter furnished in accordance with this Section 2.05 hereunder shall be effective upon receipt by the Administrative Agent (Agent, which shall promptly notify the Lenders), whereupon the Lenders shall promptly deliver to the Company (through the Administrative Agent) the Notes, if any, of such former Borrower. Notwithstanding the foregoing, the delivery of a Termination Letter with respect to any Borrower shall not terminate (i) any obligation of such Borrower theretofore incurred that remains unpaid at the time of such delivery (including, including without limitation, obligations limitation any obligation arising thereafter in respect of such Borrower under Sections 5.01, 5.05 and 5.06Section 2.12 or 3.05) or (ii) the obligations of the Company under Section 11 with respect thereto. (b) No Designation Letter Article X with respect to an Approved Designated Borrower may be amended, supplemented or otherwise modified without the approval of the Majority Lendersany such unpaid obligations.