Common use of Designated Borrower Clause in Contracts

Designated Borrower. Each Borrower may at any time, and from time to time, after the Closing Date by delivery to the Administrative Agent of a Borrower Designation Agreement duly executed by such Borrower and a specified Wholly-Owned Domestic Subsidiary (who shall be a Restricted Subsidiary), in substantially the form of Exhibit L hereto or such other form as agreed to by the Administrative Agent and MKS, designate such Restricted Subsidiary as a “Borrower” for purposes of this Agreement. Such designation shall become effective upon the execution and delivery to the Administrative Agent of (i) the aforementioned executed Borrower Designation Agreement, (ii) up-to-date certificates and Organization Documents in respect of such Subsidiary, similar to those delivered pursuant to Section 4.01(b), (iii) all amendments or joinders to this Agreement, any Revolving Notes issued and any other Loan Document deemed reasonably necessary by the Administrative Agent to accommodate the joinder of such Restricted Subsidiary as a Borrower hereunder and (iv) if such Subsidiary is not already a Guarantor, all Collateral Documents, guarantees, opinions and other documents and instruments as such Subsidiary shall be required to deliver to become a Guarantor and such other documents in form, content and scope reasonably satisfactory to the Administrative Agent as may be reasonably required by the Administrative Agent and all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations. The Administrative Agent shall promptly notify each Lender of each such designation by a Borrower, the identity of the respective Subsidiary and the effective date of such joinder.

Designated Borrower. Each Borrower may (a) Substantially concurrently with (or at any timetime after) the effectiveness of the Specified Acquisition Transaction (but solely to the extent New Mylan is not a Successor Borrower hereunder), and from time to time, after the Closing Date by delivery Mylan may (upon not less than 15 Business Days’ prior written notice to the Administrative Agent and the Lenders (or such shorter time as the Administrative Agent may agree)), subject to the provisions of this Section 2.21(a), designate New Mylan as a Borrower Designation Agreement borrower hereunder to receive Loans and make Borrowings hereunder by delivering to the Administrative Agent (which shall promptly deliver counterparts thereof to each Lender) a duly executed by such Borrower notice and a specified Wholly-Owned Domestic Subsidiary (who shall be a Restricted Subsidiary), agreement in substantially the form of Exhibit L hereto or such other form as agreed to by G (the “Designated Borrower Request and Assumption Agreement”). The Administrative Agent and MKS, designate such Restricted Subsidiary as each Lender agree that New Mylan may become a “Designated Borrower” for purposes pursuant hereto without any requirement of this Agreement. Such designation shall become effective upon further consent from the execution Lenders or the Administrative Agent, provided that (i) New Mylan is organized under the laws of a Permitted Jurisdiction, (ii) New Mylan takes all such actions and delivery executes and delivers to the Administrative Agent (A) a joinder to this Agreement in the form of (i) the aforementioned executed Borrower Designation AgreementExhibit I, (ii) up-to-date certificates and Organization Documents in respect of such Subsidiary, similar to those delivered pursuant to Section 4.01(b), (iiiB) all amendments or joinders to this Agreement, any Revolving Notes issued and any other Loan Document deemed reasonably necessary by the Administrative Agent to accommodate the joinder of such Restricted Subsidiary as a Borrower hereunder and (iv) if such Subsidiary is not already a Guarantor, all Collateral Documents, guarantees, opinions and other documents and instruments as such Subsidiary shall be required to deliver to become a Guarantor and such other documents in form, content and scope reasonably satisfactory to the Administrative Agent as may be reasonably required by the Administrative Agent and all documentation and other information required reasonably requested by regulatory authorities under the Lenders in order to allow the Lenders to comply with applicable “know your customer” and anti-money laundering rules and regulations, including the Act, (C) customary legal opinions substantially similar to those delivered pursuant to Section 4.01(b) (with such changes as may be appropriate to reflect local law concerns), (D) customary closing documents substantially similar to those delivered pursuant to Section 4.01(c) and (E) other documentation required under applicable Laws or this Section 2.21(a) or that may be reasonably required by the Administrative Agent, (iii) each Lender, at the time of such designation, shall be permitted under applicable Laws and shall be licensed to make Loans and other applicable extensions of credit to New Mylan in accordance with the terms of this Agreement and the other Loan Documents, or, if any such Lender is not so permitted, such Lender may be replaced pursuant to Section 2.18, and (iv) New Mylan shall have all governmental approvals and authorizations necessary to act, and perform its obligations, as a Borrower in connection with this Agreement and the Loan Documents. The Subject to satisfaction of the requirements set forth above, the Administrative Agent shall promptly notify each Lender send a notice in substantially the form of each such designation by a Borrower, Exhibit H (the identity of “Designated Borrower Notice”) to Mylan and the respective Subsidiary and Lenders specifying the effective date upon which New Mylan shall constitute a designated borrower for purposes hereof (New Mylan, upon the satisfaction of such joinderconditions, the “Designated Borrower”), whereupon each of the Lenders agrees to permit such Designated Borrower to receive Loans and make Borrowings hereunder, on the terms and conditions set forth herein, and each of the parties agrees that the Designated Borrower otherwise shall be a Borrower for all purposes of this Agreement.

Designated Borrower. Each Borrower (a) The Company may at any time, and upon not less than 15 Business Days’ notice from time to time, after the Closing Date by delivery Company to the Administrative Agent (or such shorter period as may be agreed by the Lenders), designate any additional Subsidiary of the Company (other than an Immaterial Subsidiary or a Disregarded Entity) (an “Applicant Borrower”) as a Designated Borrower Designation Agreement to receive Loans hereunder by delivering to the Administrative Agent (which shall promptly deliver counterparts thereof to each Lender) a duly executed by such Borrower notice and a specified Wholly-Owned Domestic Subsidiary (who shall be a Restricted Subsidiary), agreement in substantially the form of Exhibit L F (a “Designated Borrower Request and Assumption Agreement”); provided that, with respect to any Foreign Subsidiary, the Lenders must legally be able to make Loans to such Foreign Subsidiary in order for such Foreign Subsidiary to become a Designated Borrower hereunder. The parties hereto or such other form as agreed acknowledge and agree that prior to by any Applicant Borrower becoming entitled to utilize the credit facilities provided for herein the Administrative Agent and MKS, designate such Restricted Subsidiary as a “Borrower” for purposes of this Agreement. Such designation each Lender shall become effective upon the execution and delivery to the Administrative Agent of have (i) the aforementioned executed Borrower Designation Agreementreceived such supporting resolutions, (ii) up-to-date certificates and Organization Documents in respect of such Subsidiary, similar to those delivered pursuant to Section 4.01(b), (iii) all amendments or joinders to this Agreement, any Revolving Notes issued and any other Loan Document deemed reasonably necessary by the Administrative Agent to accommodate the joinder of such Restricted Subsidiary as a Borrower hereunder and (iv) if such Subsidiary is not already a Guarantor, all Collateral Documents, guaranteesincumbency certificates, opinions of counsel, reasonably satisfactory “know your customer” information and other documents and instruments as such Subsidiary shall be required to deliver to become a Guarantor and such other documents or information, in form, content and scope reasonably satisfactory to the Administrative Agent Agent, as may be reasonably required by the Administrative Agent or such Lender, each in its reasonable discretion, and Notes signed by such new Borrowers to the extent such Lender so requires and (ii) with respect to any Applicant Borrower which is a Foreign Subsidiary, approved, in its sole discretion, the designation of such Applicant Borrower as a Designated Borrower hereunder. Subject to any approval required pursuant to clause (ii) above and the requirements of Sections 3.06(a)(ii) and (iii), if the Administrative Agent and the Lenders agree that an Applicant Borrower shall be entitled to receive Loans hereunder, then promptly following receipt of all documentation and other information required by regulatory authorities under applicable such requested resolutions, incumbency certificates, opinions of counsel, “know your customer” information and anti-money laundering rules and regulations. The other documents or information, the Administrative Agent shall promptly notify each Lender send a notice in substantially the form of each such designation by Exhibit G (a Borrower, “Designated Borrower Notice”) to the identity of Company and the respective Subsidiary and 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 Loan Notice or Letter of Credit Application may be submitted by or on behalf of such joinderDesignated Borrower until the date five Business Days after such effective date.

Designated Borrower. Each Borrower may at any time, and from time to time, after the Closing Date by delivery to the Administrative Agent of a Borrower Designation Agreement duly executed by such Borrower and a specified Wholly-Owned Domestic Subsidiary (who shall be a Restricted Subsidiary), in substantially the form of Exhibit L hereto or such other form as agreed to by the Administrative Agent and MKS, designate such Restricted Subsidiary as a “Borrower” for purposes of this Agreement. Such designation shall become effective upon the execution and delivery to the Administrative Agent of (i) the aforementioned executed Borrower Designation Agreement, (ii) up-to-date certificates and Organization Documents in respect of such Subsidiary, similar to those delivered pursuant to Section 4.01(b), (iii) all amendments or joinders to this Agreement, any Revolving Notes issued and any other Loan Document deemed reasonably necessary by the Administrative Agent to accommodate the joinder of such Restricted Subsidiary as a Borrower hereunder and (iv) if such Subsidiary is not already a Guarantor, all Collateral Documents, guarantees, opinions and other documents and instruments as such Subsidiary shall be required to deliver to become a Guarantor and such other documents in form, content and scope reasonably satisfactory to the Administrative Agent as may be reasonably required by the Administrative Agent and all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations. The Administrative Agent shall promptly notify each Lender of each such designation by a Borrower, the identity of the respective Subsidiary and the effective date of such joinder.. Table of Contents

Designated Borrower. Each Borrower (a) The Company may at any time, and upon not less than 15 Business Days’ notice from time to time, after the Closing Date by delivery Company to the Administrative Agent of a Borrower Designation Agreement duly executed (or such shorter period as may be agreed by such Borrower and a specified the Agent in its sole discretion), designate any Wholly-Owned Domestic Subsidiary of the Company (who an “Applicant Borrower”) as a Designated Borrower to receive Loans hereunder by delivering to the Agent (which shall be promptly deliver counterparts thereof to each Lender) a Restricted Subsidiary), duly executed notice and agreement in substantially the form of Exhibit L I. The parties hereto or such other form as agreed acknowledge and agree that prior to by any Applicant Borrower becoming entitled to utilize the Administrative credit facilities provided for herein, the Agent and MKSthe Lenders under such credit facilities shall have received such supporting resolutions, designate such Restricted Subsidiary as a “Borrower” for purposes of this Agreement. Such designation shall become effective upon the execution and delivery to the Administrative Agent of (i) the aforementioned executed Borrower Designation Agreement, (ii) up-to-date certificates and Organization Documents in respect of such Subsidiary, similar to those delivered pursuant to Section 4.01(b), (iii) all amendments or joinders to this Agreement, any Revolving Notes issued and any other Loan Document deemed reasonably necessary by the Administrative Agent to accommodate the joinder of such Restricted Subsidiary as a Borrower hereunder and (iv) if such Subsidiary is not already a Guarantor, all Collateral Documents, guaranteesincumbency certificates, opinions of counsel and other documents and instruments as such Subsidiary shall be required to deliver to become a Guarantor and such other documents in formor information, content and scope reasonably satisfactory to the Administrative Agent as may be reasonably required by the Administrative Agent and including all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act, in form, content and scope reasonably satisfactory to the Agent, as may be required by the Agent or such Lenders in their sole discretion, and Notes signed by such new Borrowers to the extent any of such Lenders so require. The Administrative If the Agent, the Required Lenders and, with respect only to a putative Borrower (x) under a Facility under which Foreign Currency Borrowings may be made or (y) that is an entity organized or formed outside of the United States of America, each Lender under such Facility, 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 (provided, that if the Agent shall promptly notify each Lender of each have already reasonably recently received any such designation by a required information or corporate formality with respect to an Applicant Borrower, then the identity Agent may, in its sole discretion, waive the delivery of such information or corporate formality which would otherwise be required pursuant hereto), the respective Subsidiary Agent shall send a notice in substantially the form of Exhibit J 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 Notice of Borrowing or Letter of Credit Application may be submitted by or on behalf of such joinderDesignated Borrower until the date five Business Days after such effective date.

Designated Borrower. Each Borrower (a) The Parent may at any time, and time or from time to time, after the Closing Date by delivery time upon prior written notice to the Administrative Agent of a Borrower Designation Agreement duly executed by such Borrower and a specified Wholly-Owned Domestic Subsidiary (who which shall be a Restricted Subsidiarypromptly notify the Lenders thereof), in substantially with the form consent of Exhibit L hereto or such other form as agreed to by the Administrative Agent (such consent not to be unreasonably withheld; provided, the Administrative Agent shall withhold such consent if a Lender has notified the Administrative Agent that such Lender is not permitted under applicable law to lend in the jurisdiction where such Subsidiary is organized, and MKSsuch withholding of consent is deemed reasonable; provided, designate further that the Administrative Agent may deem that no such Restricted prohibition exists unless it shall receive such notice from the relevant Lender within five Business Days thereof), add as a party to this Agreement any wholly-owned Subsidiary as of the Parent to be a “Borrower” for purposes of this Agreement. Such designation shall become effective upon hereunder (such additional party, a “Designated Borrower”) by the execution and delivery to the Administrative Agent and the Lenders of (i) the aforementioned executed a Borrower Designation AgreementRequest and Assumption, (ii) up-to-date a supplement to the Guaranty Agreement and (iii) such other opinions, certificates and Organization Documents in respect of such Subsidiary, similar to those delivered pursuant to or documents as may be required by Section 4.01(b4.01(a)(ii), (iiia)(iii) and (a)(iv) and Section 4.01(e), as applicable to such Designated Borrower. Upon such execution, delivery and consent such Subsidiary shall for all amendments or joinders to this Agreement, any Revolving Notes issued and any other Loan Document deemed reasonably necessary by the Administrative Agent to accommodate the joinder of such Restricted Subsidiary purposes be a party thereto as a Borrower hereunder and (iv) a Loan Party as fully as if such Subsidiary is not already a Guarantorit had executed and delivered this Agreement. So long as the principal and interest on any Loan made to any Designated Borrower under this Agreement shall have been repaid or paid in full, all Collateral DocumentsLetters of Credit issued for the account of such Designated Borrower have expired or been returned and terminated and all other obligations of such Designated Borrower under this Agreement shall have been fully performed, guaranteesthe Parent may, opinions and other documents and instruments as such Subsidiary shall be required to deliver to become a Guarantor and such other documents in form, content and scope reasonably satisfactory by not less than 5 Business Days’ prior notice to the Administrative Agent as may be reasonably required by the Administrative Agent and all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations. The Administrative Agent (which shall promptly notify each Lender of each the Lenders thereof), terminate such designation by Designated Borrower’s status as a “Borrower, the identity of the respective Subsidiary and the effective date of such joinder”.