This excerpt taken from the VRSN 8-K filed Jun 7, 2006.
2.15 Designated Borrowers.
(a) The Company may at any 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), designate any additional Subsidiary of the Company (an Applicant Borrower) as a Designated Borrower to receive Loans (other than Bid Loans) 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 I (a Designated Borrower Request and Assumption Agreement), provided that no Default exists at the time of such designation. The parties hereto acknowledge and agree that prior to any Applicant Borrower becoming entitled to utilize the credit facilities provided for herein the Administrative Agent and the Lenders shall have received such supporting resolutions, incumbency certificates, opinions of counsel and other documents or information, in form, content and scope reasonably satisfactory to the Administrative Agent, as may be required by the Administrative Agent or the Required Lenders in their sole discretion, and Notes signed by such new Borrowers to the extent any Lenders so require. Without limiting the generality of the foregoing, except as provided below, any such opinion of counsel shall include confirmation that is not necessary under the Laws of the jurisdiction of any non-U.S. new Borrower (a New Foreign Borrower) (i) in order to enable the Lenders and the Administrative Agent or any of them to enforce their respective rights under this Agreement or (ii) by reason only of the execution, delivery or performance of this Agreement, that any of them should be licensed, qualified or entitled to carry on business in such jurisdiction, and that the Laws of such jurisdiction do not require any of the Lenders to book or fund its Loans to such New Foreign Borrower in such jurisdiction or prevent any of such Lenders from booking or funding its Loans to such New Foreign Borrower in or from any other jurisdiction, including the United States. No such opinion shall be required, however, in the event the Administrative Agent determines in its reasonable discretion and after consultation with legal counsel that it is not reasonably practicable to obtain such opinion. If the Administrative Agent and the Required Lenders agree that an Applicant Borrower shall be entitled to receive Loans (other than Bid Loans) hereunder, then, so long as no Default exists, 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 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 (other than Bid 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 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; and provided, further, that no New Foreign Borrower shall become a Borrower hereunder if any Lender within seven Business Days of receipt by the Lenders of notice of such designation shall determine in good faith that it is unlawful, or any Governmental Authority has asserted that it is unlawful, for such Lender or its applicable Lending Office to make, maintain or fund Loans
to such New Foreign Borrower, and it is not reasonably practicable for such Lender to designate a different Lending Office for funding or booking its Loans hereunder to such New Foreign Borrower, or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, as a means of eliminating the need for the notice. Following the giving of any notice pursuant to this Section, if the designation of such Designated Subsidiary obligates the Administrative Agent or any Lender to comply with know your customer or similar identification procedures in circumstances where the necessary information is not already available to it, the Company shall, promptly upon the request of the Administrative Agent or any Lender, supply such documentation and other evidence as is reasonably requested by the Administrative Agent or any Lender in order for the Administrative Agent or such Lender to carry out and be satisfied it has complied with the results of all necessary know your customer or other similar checks under all applicable Laws.
(b) The Obligations of each Designated Borrower shall be guaranteed by the Company pursuant to the Company Guaranty and by each Subsidiary Guarantor pursuant to the Subsidiary Guaranty.
(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 Borrowers 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 Borrowers status.