PAYABLE TO THE ADMINISTRATIVE AGENT FOR THE
ACCOUNT OF SUCH REVOLVING LENDER ON EACH DATE ON WHICH INTEREST IS PAYABLE FOR
SUCH FOREIGN CURRENCY LOAN.
SECTION 2.21.
DESIGNATION OF FOREIGN SUBSIDIARY BORROWERS.
THE PARENT BORROWER
MAY AT ANY TIME AND FROM TIME TO TIME DESIGNATE ANY FOREIGN SUBSIDIARY AS A
FOREIGN SUBSIDIARY BORROWER, BY DELIVERY TO THE ADMINISTRATIVE AGENT OF A
FOREIGN SUBSIDIARY BORROWING AGREEMENT EXECUTED BY SUCH FOREIGN SUBSIDIARY AND
THE PARENT BORROWER, AND UPON SUCH DELIVERY SUCH FOREIGN SUBSIDIARY SHALL FOR
ALL PURPOSES OF THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BE A FOREIGN
SUBSIDIARY BORROWER UNTIL THE PARENT BORROWER SHALL TERMINATE SUCH DESIGNATION
PURSUANT TO A TERMINATION AGREEMENT SATISFACTORY TO THE ADMINISTRATIVE AGENT,
WHEREUPON SUCH FOREIGN SUBSIDIARY SHALL CEASE TO BE A FOREIGN SUBSIDIARY
BORROWER AND A PARTY TO THIS AGREEMENT AND ANY OTHER APPLICABLE LOAN DOCUMENTS.
NOTWITHSTANDING THE PRECEDING SENTENCE, BUT SUBJECT TO SECTION 10.04(A), NO SUCH
TERMINATION WILL BECOME EFFECTIVE AS TO ANY FOREIGN SUBSIDIARY BORROWER AT A
TIME WHEN ANY PRINCIPAL OF OR INTEREST ON ANY LOAN TO SUCH FOREIGN SUBSIDIARY
BORROWER IS OUTSTANDING.
AS SOON AS PRACTICABLE UPON RECEIPT OF A FOREIGN
SUBSIDIARY BORROWING AGREEMENT, THE ADMINISTRATIVE AGENT SHALL SEND A COPY
THEREOF TO EACH LENDER.
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SECTION 2.22.
FOREIGN SUBSIDIARY BORROWER COSTS.
(A) IF THE COST TO ANY
REVOLVING LENDER OF MAKING OR MAINTAINING ANY FOREIGN CURRENCY LOAN TO A FOREIGN
SUBSIDIARY BORROWER IS INCREASED (OR THE AMOUNT OF ANY SUM RECEIVED OR
RECEIVABLE BY ANY REVOLVING LENDER (OR ITS APPLICABLE LENDING OFFICE) IS
REDUCED) BY AN AMOUNT DEEMED IN GOOD FAITH BY SUCH REVOLVING LENDER TO BE
MATERIAL, BY REASON OF THE FACT THAT SUCH FOREIGN SUBSIDIARY BORROWER IS
INCORPORATED IN, OR CONDUCTS BUSINESS IN, A JURISDICTION OUTSIDE THE
UNITED STATES, SUCH FOREIGN SUBSIDIARY BORROWER SHALL INDEMNIFY SUCH REVOLVING
LENDER FOR SUCH INCREASED COST OR REDUCTION WITHIN 15 DAYS AFTER DEMAND BY SUCH
REVOLVING LENDER (WITH A COPY TO THE ADMINISTRATIVE AGENT).
A CERTIFICATE OF
SUCH REVOLVING LENDER CLAIMING COMPENSATION UNDER THIS PARAGRAPH AND SETTING
FORTH THE ADDITIONAL AMOUNT OR AMOUNTS TO BE PAID TO IT HEREUNDER (AND THE BASIS
FOR THE CALCULATION OF SUCH AMOUNT OR AMOUNTS) SHALL BE CONCLUSIVE IN THE
ABSENCE OF MANIFEST ERROR.
(B) EACH REVOLVING LENDER WILL PROMPTLY NOTIFY THE PARENT BORROWER (ON BEHALF OF
THE RELEVANT FOREIGN SUBSIDIARY BORROWER) AND THE ADMINISTRATIVE AGENT OF ANY
EVENT OF WHICH IT HAS KNOWLEDGE THAT WILL ENTITLE SUCH REVOLVING LENDER TO
ADDITIONAL INTEREST OR PAYMENTS PURSUANT TO PARAGRAPH (A) ABOVE, BUT IN ANY
EVENT WITHIN 45 DAYS AFTER SUCH REVOLVING LENDER OBTAINS ACTUAL KNOWLEDGE
THEREOF; PROVIDED THAT (I) IF ANY REVOLVING LENDER FAILS TO GIVE SUCH NOTICE
WITHIN 45 DAYS AFTER IT OBTAINS ACTUAL KNOWLEDGE OF SUCH AN EVENT, SUCH
REVOLVING LENDER SHALL, WITH RESPECT TO COMPENSATION PAYABLE PURSUANT TO THIS
SECTION 2.22 IN RESPECT OF ANY COSTS RESULTING FROM SUCH EVENT, ONLY BE ENTITLED
TO PAYMENT UNDER THIS SECTION 2.22 FOR COSTS INCURRED FROM AND AFTER THE DATE
45 DAYS PRIOR TO THE DATE THAT SUCH