Common use of Designated Borrower Clause in Contracts

Designated Borrower. (a) Substantially concurrently with (or at any time after) the effectiveness of the Specified Acquisition Transaction (but solely to the extent New Mylan is not a Successor Borrower hereunder), 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 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 notice and agreement in substantially the form of Exhibit G (the “Designated Borrower Request and Assumption Agreement”). The Administrative Agent and each Lender agree that New Mylan may become a “Designated Borrower” pursuant hereto without any requirement of further consent from the 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 executes and delivers to the Administrative Agent (A) a joinder to this Agreement in the form of Exhibit I, (B) all documents and other information reasonably requested by 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. Subject to satisfaction of the requirements set forth above, the Administrative Agent shall send a notice in substantially the form of Exhibit H (the “Designated Borrower Notice”) to Mylan and the Lenders specifying the effective date upon which New Mylan shall constitute a designated borrower for purposes hereof (New Mylan, upon the satisfaction of such conditions, 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. (a) Substantially concurrently with (or The Company may at any time aftertime, (i) in the effectiveness case of any Domestic Subsidiary, upon at least ten Business Days’ prior notice from the Specified Acquisition Transaction (but solely Company to the extent New Mylan is not a Successor Borrower hereunder)Agent and (ii) in the case of any Foreign Subsidiary, Mylan may (upon not less than at least 15 Business Days’ prior written notice from the Company to the Administrative Agent and the Lenders (or such shorter time period as may be agreed by the Administrative Agent may agree)), subject to the provisions of this Section 2.21(ain its sole discretion), designate New Mylan any Wholly-Owned Subsidiary of the Company (an “Applicant Borrower”) as a borrower hereunder Designated Borrower to receive Loans and make Borrowings hereunder by delivering to the Administrative Agent (which shall promptly deliver counterparts thereof to each Lender) (A) a duly executed notice and agreement in substantially the form of Exhibit G I, and (B) with respect to any Foreign Subsidiary, a duly executed counterpart of the “Designated Foreign Subsidiary Guaranty guaranteeing the other Borrowers that are Foreign Subsidiaries’ obligations under the Loan Documents (provided that, if a Foreign Subsidiary incorporated in Australia is restricted from becoming a Borrower Request (and Assumption Agreement”a Guarantor) by reason of section 260A of the Australian Corporations Act it shall conduct a financial assistance ‘whitewash’ pursuant to section 260B of the Australian Corporations Act to overcome that restriction prior to its designation as a Borrower). The Administrative parties hereto acknowledge and agree that prior to any Applicant Borrower becoming entitled to utilize the credit facilities provided for herein, the Agent and each Lender agree that New Mylan may become a “Designated Borrower” pursuant hereto without any requirement of further consent from the Lenders under such credit facilities shall have received such supporting resolutions, incumbency certificates, opinions of counsel and other documents or the Administrative Agentinformation, provided that (i) New Mylan is organized under the laws of a Permitted Jurisdiction, (ii) New Mylan takes including all such actions and executes and delivers to the Administrative Agent (A) a joinder to this Agreement in the form of Exhibit I, (B) all documents documentation and other information reasonably requested required by the Lenders in order to allow the Lenders to comply with regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the ActPatriot Act and, (C) customary in the case of any Applicant Borrower that qualifies as a “legal opinions substantially similar entity customer” under the Beneficial Ownership Regulation, a Beneficial Ownership Certification in relation to those delivered pursuant such Applicant Borrower to Section 4.01(b) (with such changes any Lender that so requests, in each case form, content and scope reasonably satisfactory to the Agent, 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 AgentAgent or such Lenders in their sole discretion, (iii) each Lender, at and Notes signed by such new Borrowers to the time extent any of such designationLenders so require. If the Agent and, with respect only to a putative Borrower (x) under a Facility under which Borrowings of any Foreign Currency may be made or (y) that is an entity organized or formed outside of the United States of America, each Lender under such Facility, approve (in each case its sole discretion) an Applicant Borrower and agree that an Applicant Borrower shall be permitted under applicable Laws and shall be licensed entitled to make receive Loans hereunder, then promptly following receipt of all such requested resolutions, incumbency certificates, opinions of counsel and other applicable extensions of credit to New Mylan in accordance with documents or information (provided, that if the terms of this Agreement and the other Loan Documents, or, if Agent shall have already reasonably recently received any such Lender is not so permittedrequired information or corporate formality with respect to an Applicant Borrower, then the Agent may, in its sole discretion, waive the delivery of such Lender may information or corporate formality which would otherwise be replaced required 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. Subject to satisfaction of the requirements set forth abovehereto), the Administrative Agent shall send a notice in substantially the form of Exhibit H (J to the “Designated Borrower Notice”) to Mylan Company and the Lenders specifying the effective date upon which New Mylan the Applicant Borrower shall constitute a designated borrower Designated Borrower for purposes hereof (New Mylan, upon the satisfaction of such conditions, the “Designated Borrower”)hereof, 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 such Designated Borrower otherwise shall be a Borrower for all purposes of this Agreement; provided that no Notice of Borrowing or Notice of Application may be submitted by or on behalf of such Designated Borrower until the date five Business Days after such effective date. Upon the effectiveness of the designation of any Designated Borrower pursuant to this Section 9.09, such Designated Borrower shall be deemed to be a Transpacific Revolver Borrower, Multicurrency Revolver Borrower and/or Borrower for purposes of any other Facility, as specified by the Company and the Agent in the notices delivered pursuant to Exhibit I and Exhibit J and, in any event, subject to 176 Sealed Air – 4th A&R Syndicated Facility Agt the consent of the applicable Lenders in accordance with the immediately preceding sentence. In addition, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect such designation, and any such deemed amendment may be memorialized in writing by the Agent and the Company and furnished to the other Persons then party to this Agreement.

Designated Borrower. (a) Substantially concurrently with (or The Company may at any time aftertime, (i) in the effectiveness case of any Domestic Subsidiary, upon at least ten Business Days’ prior notice from the Specified Acquisition Transaction (but solely Company to the extent New Mylan is not a Successor Borrower hereunder)Agent and (ii) in the case of any Foreign Subsidiary, Mylan may (upon not less than at least 15 Business Days’ prior written notice from the Company to the Administrative Agent and the Lenders (or such shorter time period as may be agreed by the Administrative Agent may agree)), subject to the provisions of this Section 2.21(ain its sole discretion), designate New Mylan any Wholly-Owned Subsidiary of the Company (an “Applicant Borrower”) as a borrower hereunder Designated Borrower to receive Loans and make Borrowings hereunder by delivering to the Administrative Agent (which shall promptly deliver counterparts thereof to each Lender) (A) a duly executed notice and agreement in substantially the form of 168 Sealed Air – 4th A&R Syndicated Facility Agt Exhibit G I, and (B) with respect to any Foreign Subsidiary, a duly executed counterpart of the “Designated Foreign Subsidiary Guaranty guaranteeing the other Borrowers that are Foreign Subsidiaries’ obligations under the Loan Documents (provided that, if a Foreign Subsidiary incorporated in Australia is restricted from becoming a Borrower Request (and Assumption Agreement”a Guarantor) by reason of section 260A of the Australian Corporations Act it shall conduct a financial assistance ‘whitewash’ pursuant to section 260B of the Australian Corporations Act to overcome that restriction prior to its designation as a Borrower). The Administrative parties hereto acknowledge and agree that prior to any Applicant Borrower becoming entitled to utilize the credit facilities provided for herein, the Agent and each Lender agree that New Mylan may become a “Designated Borrower” pursuant hereto without any requirement of further consent from the Lenders under such credit facilities shall have received such supporting resolutions, incumbency certificates, opinions of counsel and other documents or the Administrative Agentinformation, provided that (i) New Mylan is organized under the laws of a Permitted Jurisdiction, (ii) New Mylan takes including all such actions and executes and delivers to the Administrative Agent (A) a joinder to this Agreement in the form of Exhibit I, (B) all documents documentation and other information reasonably requested required by the Lenders in order to allow the Lenders to comply with regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the ActPatriot Act and, (C) customary in the case of any Applicant Borrower that qualifies as a “legal opinions substantially similar entity customer” under the Beneficial Ownership Regulation, a Beneficial Ownership Certification in relation to those delivered pursuant such Applicant Borrower to Section 4.01(b) (with such changes any Lender that so requests, in each case form, content and scope reasonably satisfactory to the Agent, 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 AgentAgent or such Lenders in their sole discretion, (iii) each Lender, at and Notes signed by such new Borrowers to the time extent any of such designationLenders so require. If the Agent and, with respect only to a putative Borrower (x) under a Facility under which Borrowings of any Foreign Currency may be made or (y) that is an entity organized or formed outside of the United States of America, each Lender under such Facility, approve (in each case its sole discretion) an Applicant Borrower and agree that an Applicant Borrower shall be permitted under applicable Laws and shall be licensed entitled to make receive Loans hereunder, then promptly following receipt of all such requested resolutions, incumbency certificates, opinions of counsel and other applicable extensions of credit to New Mylan in accordance with documents or information (provided, that if the terms of this Agreement and the other Loan Documents, or, if Agent shall have already reasonably recently received any such Lender is not so permittedrequired information or corporate formality with respect to an Applicant Borrower, then the Agent may, in its sole discretion, waive the delivery of such Lender may information or corporate formality which would otherwise be replaced required 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. Subject to satisfaction of the requirements set forth abovehereto), the Administrative Agent shall send a notice in substantially the form of Exhibit H (J to the “Designated Borrower Notice”) to Mylan Company and the Lenders specifying the effective date upon which New Mylan the Applicant Borrower shall constitute a designated borrower Designated Borrower for purposes hereof (New Mylan, upon the satisfaction of such conditions, the “Designated Borrower”)hereof, 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 such Designated Borrower otherwise shall be a Borrower for all purposes of this Agreement; provided that no Notice of Borrowing or Notice of Application may be submitted by or on behalf of such Designated Borrower until the date five Business Days after such effective date. Upon the effectiveness of the designation of any Designated Borrower pursuant to this Section 9.09, such Designated Borrower shall be deemed to be a Transpacific Revolver Borrower, Multicurrency Revolver Borrower and/or Borrower for purposes of any other Facility, as specified by the Company and the Agent in the notices delivered pursuant to Exhibit I and Exhibit J and, in any event, subject to the consent of the applicable Lenders in accordance with the immediately preceding sentence. In addition, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect such designation, and any such deemed amendment may be memorialized in writing by the Agent and the Company and furnished to the other Persons then party to this Agreement.

Designated Borrower. (a) Substantially concurrently with (or The Parent may at any time after) the effectiveness of the Specified Acquisition Transaction (but solely or from time to the extent New Mylan is not a Successor Borrower hereunder), Mylan may (time 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 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 notice and agreement in substantially notify the form Lenders thereof), with the consent of Exhibit G (the “Designated Borrower Request and Assumption Agreement”). 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 each such withholding of consent is deemed reasonable; provided, further that the Administrative Agent may deem that no such prohibition exists unless it shall receive such notice from the relevant Lender agree that New Mylan may become within five Business Days thereof), add as a party to this Agreement any wholly-owned Subsidiary of the Parent to be a “Borrower” hereunder (such additional party, a “Designated Borrower” pursuant hereto without any requirement of further consent from ”) by the execution and delivery to the Administrative Agent and the Lenders or the Administrative Agent, provided that of (i) New Mylan is organized under the laws of a Permitted JurisdictionBorrower Request and Assumption, (ii) New Mylan takes a supplement to the Guaranty Agreement and (iii) such other opinions, certificates or documents as may be required by Section 4.01(a)(ii), (a)(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 purposes be a party thereto as a Borrower and a Loan Party as fully as if it 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 Letters of Credit issued for the account of such actions Designated Borrower have expired or been returned and executes terminated and delivers all other obligations of such Designated Borrower under this Agreement shall have been fully performed, the Parent may, by not less than 5 Business Days’ prior notice to the Administrative Agent (A) a joinder to this Agreement in the form of Exhibit I, (B) all documents and other information reasonably requested by which shall promptly notify 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 concernsthereof), (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 terminate 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, Designated Borrower’s status as a Borrower in connection with this Agreement and the Loan Documents. Subject to satisfaction of the requirements set forth above, the Administrative Agent shall send a notice in substantially the form of Exhibit H (the “Designated Borrower Notice”) to Mylan and the Lenders specifying the effective date upon which New Mylan shall constitute a designated borrower for purposes hereof (New Mylan, upon the satisfaction of such conditions, 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. (a) Substantially concurrently with (or Timken may at any time after) the effectiveness of the Specified Acquisition Transaction (but solely and from time to the extent New Mylan is not a Successor Borrower hereunder)time, Mylan may (upon not less than 15 10 Business Days’ prior written notice from Timken to the Co-Administrative Agent and the Lenders Agents (or such shorter time period as may be agreed by the Co-Administrative Agent may agree)), subject to the provisions of this Section 2.21(aAgents in their sole discretion), designate New Mylan any Foreign Subsidiary of Timken (an “Applicant Designated Borrower”) as a borrower hereunder Designated Borrower to receive Loans and make Borrowings hereunder by delivering to the Co-Administrative Agent Agents (which shall promptly deliver counterparts thereof to each Lender) a duly executed notice and agreement in substantially the form of Exhibit G I (the a “Designated Borrower Request and Assumption Agreement”). The parties hereto acknowledge and agree that prior to any Applicant Designated Borrower becoming entitled to utilize the credit facilities provided for herein (i) the Co-Administrative Agents and the Lenders must each agree in writing to such Designated Borrower becoming a Borrower hereunder and (ii) the Co-Administrative Agent and each Lender agree that New Mylan may become a “Designated Borrower” pursuant hereto without any requirement of further consent from the Lenders shall have received such supporting resolutions, incumbency certificates, opinions of counsel and other documents or the Administrative Agentinformation (including, provided that (i) New Mylan is organized under the laws of a Permitted Jurisdictionwithout limitation, (ii) New Mylan takes all such actions and executes and delivers to the Administrative Agent (A) a joinder to this Agreement in the form of Exhibit I, (B) all documents documentation and other information reasonably with respect to such Designated Borrower requested by the Lenders any such Lender in order to allow the Lenders to comply with its obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act), (C) customary legal opinions substantially similar in form, content and scope reasonably satisfactory to those delivered pursuant to Section 4.01(b) (with such changes the Co-Administrative Agents, 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 Co-Administrative AgentAgents in their sole discretion, (iii) and Notes signed by such Designated Borrower to the extent any Lenders so require. If the Co-Administrative Agents and each Lender, at of the time of such designation, Lenders agree that the Applicant Designated Borrower shall be permitted under applicable Laws and shall be licensed entitled to make receive Loans hereunder, then promptly following receipt of all such requested resolutions, incumbency certificates, opinions of counsel and other applicable extensions of credit to New Mylan in accordance with the terms of this Agreement documents or information 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. Subject to satisfaction of the requirements set forth abovefully executed Timken Guaranty Agreement, the Co-Administrative Agent Agents shall send a notice in substantially the form of Exhibit H J (the a “Designated Borrower Notice”) to Mylan Timken and the Lenders specifying the effective date upon which New Mylan the Applicant Designated Borrower shall constitute a designated borrower Designated Borrower for purposes hereof (New Mylan, upon the satisfaction of such conditions, the “Designated Borrower”)hereof, 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 such Designated Borrower otherwise shall be a Borrower for all purposes of this Agreement; provided that no Committed Loan Notice may be submitted on behalf of such Designated Borrower until the date five Business Days after such effective date.

Designated Borrower. (a) Substantially concurrently with (or at any time after) the effectiveness of the Specified Acquisition Transaction (but solely Solely to the extent New Mylan the Company is not a Successor Borrower hereunder), 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)2.21, designate New Mylan the Company as a borrower 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 notice and agreement in substantially the form of Exhibit G F (the “Designated Borrower Request and Assumption Agreement”). The Administrative Agent and each Lender agree that New Mylan the Company may become a “Designated Borrower” pursuant hereto without any requirement of further consent from the Lenders or the Administrative Agent, provided that (i) New Mylan the Company is organized under the laws of a Permitted Jurisdiction, (ii) New Mylan the Company takes all such actions and executes and delivers to the Administrative Agent (A) a joinder to this Agreement in the form of Exhibit IH, (B) all documents and other information reasonably requested by 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 maintain a Loan at the Company 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 the Company 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. Subject to satisfaction of the requirements set forth above, the Administrative Agent shall send a notice in substantially the form of Exhibit H G (the “Designated Borrower Notice”) to Mylan the Company and the Lenders specifying the effective date upon which New Mylan the Company shall constitute a designated borrower for purposes hereof (New Mylanthe Company, upon the satisfaction of such conditions, 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. (a) Substantially concurrently with (or The Company may at any time after) the effectiveness of the Specified Acquisition Transaction (but solely to the extent New Mylan is not a Successor Borrower hereunder)time, Mylan may (upon not less than 15 Business Days’ prior written notice from the Company to the Administrative Agent and the Lenders (or such shorter time period as may be agreed by the Administrative Agent may agree)), subject to the provisions of this Section 2.21(ain its sole discretion), designate New Mylan any Wholly-Owned Subsidiary of the Company (an “Applicant Borrower”) as a borrower hereunder Designated Borrower 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 notice and agreement in substantially the form of Exhibit G (I. The parties hereto acknowledge and agree that prior to any Applicant Borrower becoming entitled to utilize the “Designated Borrower Request and Assumption Agreement”). The Administrative credit facilities provided for herein, the Agent and each Lender agree that New Mylan may become a “Designated Borrower” pursuant hereto without any requirement of further consent from the Lenders under such credit facilities shall have received such supporting resolutions, incumbency certificates, opinions of counsel and other documents or the Administrative Agentinformation, provided that (i) New Mylan is organized under the laws of a Permitted Jurisdiction, (ii) New Mylan takes including all such actions and executes and delivers to the Administrative Agent (A) a joinder to this Agreement in the form of Exhibit I, (B) all documents documentation and other information reasonably requested required by the Lenders in order to allow the Lenders to comply with regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act, (C) customary legal opinions substantially similar in form, content and scope reasonably satisfactory to those delivered pursuant to Section 4.01(b) (with such changes the Agent, 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 or such Lenders in their sole discretion, and Notes signed by such new Borrowers to the extent any of such Lenders so require. If the Agent, the Required Lenders and, with respect only to a putative Borrower (iiix) 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 LenderLender under such Facility, at 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 time Agent shall have already reasonably recently received any such required information or corporate formality with respect to an Applicant Borrower, then the Agent may, in its sole discretion, waive the delivery of such designation, shall information or corporate formality which would otherwise 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 required 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. Subject to satisfaction of the requirements set forth abovehereto), the Administrative Agent shall send a notice in substantially the form of Exhibit H (J to the “Designated Borrower Notice”) to Mylan Company and the Lenders specifying the effective date upon which New Mylan the Applicant Borrower shall constitute a designated borrower Designated Borrower for purposes hereof (New Mylan, upon the satisfaction of such conditions, the “Designated Borrower”)hereof, 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 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 Designated Borrower until the date five Business Days after such effective date.

Designated Borrower. (a) Substantially concurrently with (or Timken may at any time after) the effectiveness of the Specified Acquisition Transaction (but solely and from time to the extent New Mylan is not a Successor Borrower hereunder)time, Mylan may (upon not less than 15 10 Business Days’ prior written notice from Timken to the Co-Administrative Agent and the Lenders Agents (or such shorter time period as may be agreed by the Co-Administrative Agent may agree)), subject to the provisions of this Section 2.21(aAgents in their sole discretion), designate New Mylan any Foreign Subsidiary of Timken (an “Applicant Designated Borrower”) as a borrower hereunder Designated Borrower to receive Loans and make Borrowings hereunder by delivering to the Co-Administrative Agent Agents (which shall promptly deliver counterparts thereof to each Lender) a duly executed notice and agreement in substantially the form of Exhibit G I (the a “Designated Borrower Request and Assumption Agreement”). The parties hereto acknowledge and agree that prior to any Applicant Designated Borrower becoming entitled to utilize the credit facilities provided for herein (i) the Co-Administrative Agents and the Lenders must each agree in writing to such Designated Borrower becoming a Borrower hereunder and (ii) the Co-Administrative Agent and each Lender agree that New Mylan may become a “Designated Borrower” pursuant hereto without any requirement of further consent from the Lenders shall have received such supporting resolutions, incumbency certificates, opinions of counsel and other documents or the Administrative Agentinformation (including, provided that (i) New Mylan is organized under the laws of a Permitted Jurisdictionwithout limitation, (ii) New Mylan takes all such actions and executes and delivers to the Administrative Agent (A) a joinder to this Agreement in the form of Exhibit I, (B) all documents documentation and other information reasonably with respect to such Designated Borrower requested by the Lenders any such Lender in order to allow the Lenders to comply with its obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act), (C) customary legal opinions substantially similar in form, content and scope reasonably satisfactory to those delivered pursuant to Section 4.01(b) (with such changes the Co-Administrative Agents, 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 Co-Administrative AgentAgents in their sole discretion, (iii) and Notes signed by such Designated Borrower to the extent any Lenders so require. If the Co-Administrative Agents and each Lender, at of the time of such designation, Lenders agree that the Applicant Designated Borrower shall be permitted under applicable Laws and shall be licensed entitled to make receive Loans hereunder, then promptly following receipt of all such requested resolutions, incumbency certificates, opinions of counsel and other applicable extensions of credit to New Mylan in accordance with the terms of this Agreement documents or information 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. Subject to satisfaction of the requirements set forth abovefully executed Timken Guaranty Agreement, the Co-Administrative Agent Agents shall send a notice in substantially the form of Exhibit H J (the a “Designated Borrower Notice”) to Mylan Timken and the Lenders specifying the effective date upon which New Mylan the Applicant Designated Borrower shall constitute a designated borrower Designated Borrower for purposes hereof (New Mylan, upon the satisfaction of such conditions, the “Designated Borrower”)hereof, 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 such Designated Borrower otherwise shall be a Borrower for all purposes of this Agreement; provided that no Committed Loan Notice may be submitted on behalf of such Designated Borrower until the date five Business Days after such effective date.