BORROWER UNLESS IT SHALL AGREE TO DO SO UNDER THIS SECTION 2.20)
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, THE
ADMINISTRATIVE AGENT SHALL SEND A NOTICE IN SUBSTANTIALLY THE FORM OF EXHIBIT I
(A "DESIGNATED BORROWER NOTICE") TO THE BORROWER AND THE BANKS SPECIFYING THE
EFFECTIVE DATE UPON WHICH THE APPLICANT BORROWER SHALL CONSTITUTE A DESIGNATED
BORROWER FOR PURPOSES HEREOF, WHEREUPON EACH OF SUCH BANKS 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. FOLLOWING THE
GIVING OF ANY NOTICE PURSUANT TO THIS SECTION 2.20(A), IF THE DESIGNATION OF
SUCH APPLICANT BORROWER OBLIGATES THE ADMINISTRATIVE AGENT OR ANY BANK TO COMPLY
WITH "KNOW YOUR CUSTOMER" OR SIMILAR IDENTIFICATION PROCEDURES IN CIRCUMSTANCES
WHERE THE NECESSARY INFORMATION IS NOT ALREADY AVAILABLE TO IT, THE BORROWER,
PROMPTLY UPON REQUEST BY THE ADMINISTRATIVE AGENT OR ANY OTHER BANK, SHALL
PROVIDE SUCH DOCUMENTATION AND OTHER EVIDENCE AS IS REASONABLY REQUESTED BY THE
ADMINISTRATIVE AGENT OF ANY SUCH BANK IN ORDER FOR THE ADMINISTRATIVE AGENT OR
SUCH BANK TO COMPLY WITH ALL SUCH IDENTIFICATION PROCEDURES.
(B)
EACH SUBSIDIARY OF THE BORROWER THAT IS OR BECOMES A "DESIGNATED
BORROWER" PURSUANT TO THIS SECTION 2.20 HEREBY IRREVOCABLY APPOINTS THE BORROWER
AS IT AGENT FOR ALL PURPOSES RELEVANT TO THIS AGREEMENT AND EACH OF THE OTHER
LOAN DOCUMENTS, INCLUDING (I) THE GIVING AND RECEIPT OF NOTICES AND (II) THE
EXECUTION AND DELIVERY OF ALL DOCUMENTS, INSTRUMENTS AND CERTIFICATES
CONTEMPLATED HEREIN AND ALL MODIFICATIONS HERETO. ANY ACKNOWLEDGMENT, CONSENT,
DIRECTION, CERTIFICATION OR OTHER ACTION WHICH MIGHT OTHERWISE BE VALID OR
EFFECTIVE IF GIVEN OR TAKEN ONLY BY THE BORROWER ON BEHALF OF ANY DESIGNATED
BORROWER SHALL ALSO BE VALID AND EFFECTIVE IF GIVEN OR TAKEN BY A DESIGNATED
BORROWER WHETHER OR NOT THE BORROWER JOINS THERETO. ANY NOTICE, DEMAND, CONSENT,
ACKNOWLEDGMENT, DIRECTION, CERTIFICATION OR OTHER COMMUNICATION DELIVERED TO THE
BORROWER IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT SHALL BE DEEMED TO HAVE
BEEN DELIVERED TO EACH DESIGNATED BORROWER. IF THE BORROWER SHALL DESIGNATE AS A
DESIGNATED BORROWER ANY SUBSIDIARY THAT IS NOT ORGANIZED UNDER THE LAWS OF THE
UNITED STATES OR ANY STATE THEREOF, ANY BANK THAT HAS ELECTED TO PARTICIPATE IN
THE FUNDING OF THE APPLICABLE ALTERNATIVE CURRENCY, WITH NOTICE TO THE
ADMINISTRATIVE AGENT AND THE BORROWER, MAY CAUSE AN AFFILIATE OF SUCH BANK TO
ACT AS THE BANK IN RESPECT OF SUCH DESIGNATED BORROWER (AND SUCH BANK, TO THE
EXTENT OF LOANS MADE TO, AND PARTICIPATIONS IN LETTERS OF CREDIT ISSUED FOR THE
ACCOUNT OF SUCH DESIGNATED BORROWER, SHALL BE DEEMED FOR ALL PURPOSES HEREOF TO
HAVE ASSIGNED PRO TANTO SUCH LOANS AND ADVANCES TO SUCH AFFILIATE IN COMPLIANCE
WITH THE PROVISIONS OF SECTION 9.6).
47
(C)
THE BORROWER FROM TIME TO TIME,