SHALL SEND A NOTICE IN SUBSTANTIALLY THE FORM OF
EXHIBIT J (A "DESIGNATED BORROWER NOTICE") 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 COMMITTED LOAN NOTICE MAY BE SUBMITTED BY OR ON BEHALF OF SUCH
DESIGNATED BORROWER UNTIL THE DATE FIVE BUSINESS DAYS AFTER SUCH EFFECTIVE DATE.
(B)
THE OBLIGATIONS OF THE COMPANY AND EACH
DESIGNATED BORROWER THAT IS A DOMESTIC SUBSIDIARY SHALL BE JOINT AND SEVERAL IN
NATURE.
THE OBLIGATIONS OF ALL DESIGNATED BORROWERS THAT ARE FOREIGN
SUBSIDIARIES SHALL BE SEVERAL IN NATURE.
(C)
EACH SUBSIDIARY OF THE COMPANY THAT BECOMES
A "DESIGNATED BORROWER" PURSUANT TO THIS SECTION 2.15 HEREBY IRREVOCABLY
APPOINTS THE COMPANY AS ITS AGENT FOR ALL PURPOSES RELEVANT TO THIS AGREEMENT
AND EACH OF THE OTHER LOAN DOCUMENTS, INCLUDING (I) THE GIVING AND RECEIPT OF
NOTICES, (II) THE EXECUTION AND DELIVERY OF ALL DOCUMENTS, INSTRUMENTS AND
CERTIFICATES CONTEMPLATED HEREIN AND ALL MODIFICATIONS HERETO, AND (III) THE
RECEIPT OF THE PROCEEDS OF ANY LOANS MADE BY THE LENDERS, TO ANY SUCH DESIGNATED
BORROWER HEREUNDER.
ANY ACKNOWLEDGMENT, CONSENT, DIRECTION, CERTIFICATION OR
OTHER ACTION WHICH MIGHT OTHERWISE BE VALID OR EFFECTIVE ONLY IF GIVEN OR TAKEN
BY ALL BORROWERS, OR BY EACH BORROWER ACTING SINGLY, SHALL BE VALID AND
EFFECTIVE IF GIVEN OR TAKEN ONLY BY THE COMPANY, WHETHER OR NOT ANY SUCH OTHER
BORROWER JOINS THEREIN.
ANY NOTICE, DEMAND, CONSENT, ACKNOWLEDGEMENT,
DIRECTION, CERTIFICATION OR OTHER COMMUNICATION DELIVERED TO THE COMPANY IN
ACCORDANCE WITH THE TERMS OF THIS AGREEMENT SHALL BE DEEMED TO HAVE BEEN
DELIVERED TO EACH DESIGNATED BORROWER.
(D)
THE COMPANY MAY FROM TIME TO TIME, UPON NOT
LESS THAN 15 BUSINESS DAYS' NOTICE FROM THE COMPANY TO THE ADMINISTRATIVE AGENT
(OR SUCH SHORTER PERIOD AS MAY BE AGREED BY THE ADMINISTRATIVE AGENT IN ITS SOLE
DISCRETION), TERMINATE A DESIGNATED BORROWER'S STATUS AS SUCH, PROVIDED THAT
THERE ARE NO OUTSTANDING LOANS PAYABLE BY SUCH DESIGNATED BORROWER, OR OTHER
AMOUNTS PAYABLE BY SUCH DESIGNATED BORROWER ON ACCOUNT OF ANY LOANS MADE TO IT
AS OF THE EFFECTIVE DATE OF SUCH TERMINATION. THE ADMINISTRATIVE AGENT WILL
PROMPTLY NOTIFY THE LENDERS OF ANY SUCH TERMINATION OF A DESIGNATED BORROWER'S
STATUS.
43
2.16
EXTENSION OF MATURITY DATE.
(A)
REQUESTS FOR EXTENSION.
THE COMPANY MAY,
BY NOTICE TO THE ADMINISTRATIVE AGENT (WHO SHALL PROMPTLY NOTIFY THE LENDERS)
NOT EARLIER THAN 45 DAYS AND NOT LATER THAN 35 DAYS PRIOR TO EACH OF THE FIRST
TWO ANNIVERSARIES OF THE CLOSING DATE, REQUEST THAT EACH LENDER EXTEND SUCH
LENDER'S MATURITY DATE FOR AN ADDITIONAL ONE YEAR FROM THE MATURITY DATE THEN IN
EFFECT HEREUNDER (THE "EXISTING MATURITY DATE").
(B)
LENDER ELECTIONS TO EXTEND.
EACH LENDER,
ACTING IN ITS SOLE AND INDIVIDUAL