Common use of Additional Borrowers Clause in Contracts

Additional Borrowers. Other investment companies (or series of investment companies), in addition to those Borrowers which are original signatories to this Agreement, may, with the written approval of all the Banks, become parties to this Agreement and be deemed Tranche A Borrowers for all purposes of this Agreement by executing an instrument substantially in the form of Exhibit G hereto (with such changes therein may be approved by the Banks), which instrument shall (i) have attached to it a copy of this Agreement (as the same may have been amended) with a revised Allocation Notice reflecting the participation of such additional investment company and (ii) be accompanied by the documents and instruments required to be delivered by the Borrowers pursuant to Section 3.1 hereof, including, without limitation, an opinion of counsel for such Borrower, in a form reasonably satisfactory to the Administrative Agent and its counsel; provided, that the joinder of any additional Borrower shall be effective no earlier than five (5) Business Days following receipt by the Banks of such documents and information requested by the Administrative Agent or any Bank that are reasonably required in order to comply with “know-your-customer” and other anti-terrorism, anti-money laundering and similar rules and regulations, including without limitation the USA PATRIOT Act; and provided, further, that no such additional Borrower shall be added unless each of the Banks consent, except that (A) to the extent an existing Borrower converts to a “master/feeder” structure, no consent shall be required for the master trust in such structure to become a Borrower hereunder after such conversion, provided the converting Borrower ceases to be a Borrower hereunder on or prior to such conversion and provided that such master trust is formed under the laws of a State in the United States and (B) to the extent that an existing Borrower which is a “master trust” is merged into (or transfers all or substantially all of its assets and liabilities to) its feeder fund (the “Former Feeder Fund”), no consent shall be required for such Former Feeder Fund to become a Borrower if in connection with such merger or transfer such Former Feeder Fund shall hold all or substantially all the assets and liabilities of the prior master trust, such Former Feeder Fund is formed under the laws of a State in the United States and, prior to such merger or transfer, such Former Feeder Fund shall have no Debt. Additional Borrowers may be added to this Agreement only once per each calendar quarter. Each new Borrower added to the Credit Facility after the addition of five (5) new Borrowers shall pay a new Borrower’s fee in the amount of $1,500 to the Administrative Agent, provided that the Administrative Agent may, in its sole discretion, waive the requirement to pay such fee. To the extent that the Banks deem that the Permitted Asset Coverage Ratio is insufficient with respect to any Additional Borrower, the Joinder in which such Additional Borrower becomes a Borrower may, with the agreement of such Additional Borrower and each Bank, contain language amending this Agreement to provide for a different Permitted Asset Coverage Ratio with respect to such Additional Borrower.

Additional Borrowers. Other investment companies (or series of investment companies), in addition to those Borrowers which are original signatories to this Agreement, may, with the written approval of all the Banks, become parties to this Agreement and be deemed Tranche A Borrowers for all purposes of this Agreement by executing an instrument substantially in the form of Exhibit G hereto (with such changes therein may be approved by the Banks), which instrument shall (i) have attached to it a copy of this Agreement (as the same may have been amended) with a revised Allocation Notice reflecting the participation of such additional investment company and (ii) be accompanied by the documents and instruments required to be delivered by the Borrowers pursuant to Section 3.1 hereof, including, without limitation, an opinion of counsel for such Borrower, in a form reasonably satisfactory Upon 30 days’ prior notice to the Administrative Agent (or such shorter period of time to which the Administrative Agent may agree) and subject to the written consent of the Revolving Lenders, which consent of each Revolving Lender shall not be unreasonably withheld (it being understood that a Revolving Lender shall be deemed to have acted reasonably in withholding its counsel; providedconsent if (i) it is unlawful for such Revolving Lender to make Revolving Loans under this Agreement to the proposed additional Borrower, (ii) if such Revolving Lender cannot or has not determined that it is lawful to do so, (iii) the joinder making of any a Revolving Loan to the proposed additional Borrower shall might subject such Lender to adverse tax consequences, (iv) such Lender is required or has determined that it is prudent to register or file in the jurisdiction of formation or organization of the proposed additional Borrower and it does not wish to do so or (v) such Lender is restricted by operational or administrative procedures or other applicable internal policies from extending credit under this Agreement to Persons in the jurisdiction in which the proposed additional Borrower is located), the Borrower may designate one or more Guarantors to be effective no earlier than five additional joint and several direct borrowers hereunder by written request to the Administrative Agent accompanied by (5a) Business Days following receipt an executed Assumption Agreement and appropriate Notes (to the extent requested by any Lender) executed by the Banks designated Guarantor and the Borrower, (b) a certificate of good standing of the designated Guarantor in the jurisdiction of its incorporation or organization, (c) certified resolutions of such documents Guarantor’s board of directors or other governing body authorizing the execution and information delivery of the Assumption Agreement and such Notes, (d) a written consent to the Assumption Agreement executed by each Guarantor, (e) appropriate written legal opinions reasonably requested by the Administrative Agent with respect to such new Borrower and the Assumption Agreement covering matters similar to those covered in the opinions delivered on the Closing Date and (f) such documentation and other evidence as is reasonably requested by the Administrative Agent or any Bank that are reasonably required Lender in order for the Administrative Agent or such Lender to comply carry out and be satisfied it has complied with the results of all necessary “know-your-know your customer” and or other anti-terrorism, anti-money laundering and similar rules and regulations, including without limitation checks under the USA PATRIOT ActAct and under similar regulations and is not otherwise prohibited by Law from making Loans to such new Borrower. The Obligations of any additional borrower designated pursuant to this Section 2.19, in its capacity as a Borrower, may be limited as to amount as directed by the Borrower; and provided, furtherhowever, that no any such additional Borrower limitation shall be added unless each not reduce such Person’s obligations as a Guarantor of the Banks consentObligations, except that (A) to if applicable, unless required by a Gaming Authority. The Administrative Agent shall promptly notify the extent an existing Borrower converts to a “master/feeder” structureLenders of such request, no consent together with copies of such of the foregoing as any Lender may request, and upon receipt of the written consents of the Revolving Lenders and satisfaction of the conditions set forth above in this Section, the designated Guarantor shall be required for the master trust in such structure to become a Borrower hereunder after such conversion, provided the converting Borrower ceases to be a Borrower hereunder on or prior to such conversion and provided that such master trust is formed under the laws of a State in the United States and (B) to the extent that an existing Borrower which is a “master trust” is merged into (or transfers all or substantially all of its assets and liabilities to) its feeder fund (the “Former Feeder Fund”), no consent shall be required for such Former Feeder Fund to become a Borrower if in connection with such merger or transfer such Former Feeder Fund shall hold all or substantially all the assets and liabilities of the prior master trust, such Former Feeder Fund is formed under the laws of a State in the United States and, prior to such merger or transfer, such Former Feeder Fund shall have no Debt. Additional Borrowers may be added to this Agreement only once per each calendar quarter. Each new Borrower added to the Credit Facility after the addition of five (5) new Borrowers shall pay a new Borrower’s fee in the amount of $1,500 to the Administrative Agent, provided that the Administrative Agent may, in its sole discretion, waive the requirement to pay such fee. To the extent that the Banks deem that the Permitted Asset Coverage Ratio is insufficient with respect to any Additional Borrower, the Joinder in which such Additional Borrower becomes a Borrower may, with the agreement of such Additional Borrower and each Bank, contain language amending this Agreement to provide for a different Permitted Asset Coverage Ratio with respect to such Additional Borrowerhereunder.

Additional Borrowers. Other investment companies Investment Companies (or series Portfolios of investment companiesInvestment Companies), in addition to those Borrowers which are original signatories to this Agreementlisted on SCHEDULE 1, may, with the written approval of all the Operations Agent and the Banks, become parties to this Agreement and be deemed Tranche A Borrowers for all purposes of this Agreement by executing an instrument substantially in the form of Exhibit G EXHIBIT F hereto (with such changes therein as may be approved by the Operations Agent and the Banks), which instrument shall (i) have attached to it a copy of this Agreement (as the same may have been amended) with a revised Allocation Notice SCHEDULE 1 reflecting the participation of such additional investment company Investment Company (or Portfolio of an Investment Company) and any prior revisions to SCHEDULE 1 effected in accordance with the terms hereof and (ii) be accompanied by the documents and instruments required to be delivered by the Borrowers such additional Borrower pursuant to Section 3.1 6.01 hereof, including, without limitation, an opinion of counsel for such additional Borrower, in a the form reasonably of EXHIBIT G, satisfactory to the Administrative Operations Agent and its counsel; provided, that the joinder Banks. No Investment Company (or Portfolio of any additional Borrower an Investment Company) shall be effective no earlier than five (5) Business Days following receipt by admitted as a party to this Agreement as a Borrower unless at the Banks time of such documents admission and information requested by after giving effect thereto: (i) the Administrative Agent or any Bank that are reasonably required representations and warranties set forth in order Article VII hereof shall be true and correct with respect to comply with “know-your-customer” and other anti-terrorism, anti-money laundering and similar rules and regulations, including without limitation the USA PATRIOT Actsuch additional Borrower; and provided, further, that no (ii) such additional Borrower shall be added unless each in compliance in all material respects with all of the Banks consent, except that (A) to the extent an existing Borrower converts to a “master/feeder” structure, no consent shall be required for the master trust in such structure to become a Borrower hereunder after such conversion, provided the converting Borrower ceases terms and provisions set forth herein on its part to be a Borrower hereunder on observed or prior to such conversion performed at the time of the admission and provided that such master trust is formed under the laws of a State in the United States after giving effect thereto; and (Biii) to the extent that an existing Borrower which is a “master trust” is merged into (or transfers all or substantially all of its assets and liabilities to) its feeder fund (the “Former Feeder Fund”), no consent shall be required for such Former Feeder Fund to become a Borrower if in connection with such merger or transfer such Former Feeder Fund shall hold all or substantially all the assets and liabilities of the prior master trust, such Former Feeder Fund is formed under the laws of a State in the United States and, prior to such merger or transfer, such Former Feeder Fund shall have no Debt. Additional Borrowers may be added to this Agreement only once per each calendar quarter. Each new Borrower added to the Credit Facility after the addition of five (5) new Borrowers shall pay a new Borrower’s fee in the amount of $1,500 to the Administrative Agent, provided that the Administrative Agent may, in its sole discretion, waive the requirement to pay such fee. To the extent that the Banks deem that the Permitted Asset Coverage Ratio is insufficient with respect to any Additional Borrower, the Joinder in which such Additional Borrower becomes a Borrower may, with the agreement of such Additional Borrower and each Bank, contain language amending this Agreement to provide for a different Permitted Asset Coverage Ratio Default with respect to such Additional Borroweradditional Borrower shall have occurred and be continuing. Notwithstanding the foregoing, the Operations Agent and the Banks shall be required to consider such requests for admission no more frequently than once in any calendar quarter.

Additional Borrowers. Other investment companies (a) From time to time on or after the Amendment No. 6 Effective Date, and with at least five Business Days’ notice to the Administrative Agent (or series of investment companiessuch shorter period as the Administrative Agent may agree), in addition subject to those Borrowers which are original signatories to this Agreement, may, with the written approval completion of all the Banks, become parties to this Agreement customary “know your customer” procedures and be deemed Tranche A Borrowers for all purposes delivery of this Agreement by executing an instrument substantially in the form of Exhibit G hereto (with such changes therein may be approved related information reasonably requested by the BanksAdministrative Agent or the Revolving Credit Lenders (as applicable), which instrument shall including information required pursuant to Section 13.18, the Borrowers may designate any Restricted Subsidiary as an additional Borrower (each such person, an “Additional Borrower”) hereunder in respect of any specified Class or Classes of Obligations; provided that (i) have attached to it a copy the Additional Borrower shall be an entity organized or existing under the law of this Agreement (as the same may have been amended) with a revised Allocation Notice reflecting U.S., any state thereof or the participation District of such additional investment company Columbia and (ii) be accompanied by the documents Additional Borrower shall expressly assume the Obligations of a Borrower in a manner and instruments required to be delivered by the Borrowers pursuant to Section 3.1 hereof, including, without limitation, an opinion of counsel for such Borrower, in a form documentation reasonably satisfactory to the Administrative Agent (it being understood that an Additional Borrower may be designated as such pursuant to the terms of any Incremental Facility Amendment, Refinancing Amendment or Extension Amendment) (any such documentation, an “Additional Borrower Agreement”). Upon satisfaction of such requirements, the Additional Borrower shall be a “Borrower” hereunder and its counsel; providedwill have the right to request Term Loans, that Revolving Credit Loans or Letters of Credit, as the joinder case may be, in each case of the applicable Class, in accordance with Section 2 hereof until the earlier to occur of the applicable Maturity Date or the date on which such Additional Xxxxxxxx resigns as an Additional Borrower in accordance with clause (b) below. The Lenders hereby irrevocably authorize the Administrative Agent to enter into any amendment to this Agreement or to any other Credit Document as may be necessary or appropriate in order to establish any additional Borrower shall pursuant to this Section 1.14 and such technical amendments, and other customary amendments with respect to provisions of this Agreement relating to taxes for borrowers in such jurisdiction, in each case as may be effective no earlier than five (5) Business Days following receipt by necessary or appropriate in the Banks reasonable opinion of such documents and information requested by the Administrative Agent or any Bank that are reasonably required in order to comply with “know-your-customer” and other anti-terrorism, anti-money laundering and similar rules and regulations, including without limitation the USA PATRIOT Act; and provided, further, that no such additional Borrower shall be added unless each of the Banks consent, except that (A) to the extent an existing Borrower converts to a “master/feeder” structure, no consent shall be required for the master trust in such structure to become a Borrower hereunder after such conversion, provided the converting Borrower ceases to be a Borrower hereunder on or prior to such conversion and provided that such master trust is formed under the laws of a State in the United States and (B) to the extent that an existing Borrower which is a “master trust” is merged into (or transfers all or substantially all of its assets and liabilities to) its feeder fund (the “Former Feeder Fund”), no consent shall be required for such Former Feeder Fund to become a Borrower if Borrowers in connection with such merger or transfer such Former Feeder Fund shall hold all or substantially all the assets and liabilities of the prior master trust, such Former Feeder Fund is formed under the laws of a State in the United States and, prior to such merger or transfer, such Former Feeder Fund shall have no Debt. Additional Borrowers may be added to this Agreement only once per each calendar quarter. Each new Borrower added to the Credit Facility after the addition of five (5) new Borrowers shall pay a new Borrower’s fee in the amount of $1,500 to the Administrative Agent, provided that the Administrative Agent may, in its sole discretion, waive the requirement to pay such fee. To the extent that the Banks deem that the Permitted Asset Coverage Ratio is insufficient with respect to any Additional Borrower, the Joinder in which such Additional Borrower becomes a Borrower may, with the agreement of such Additional Borrower and each Bank, contain language amending this Agreement to provide for a different Permitted Asset Coverage Ratio with respect to such Additional Borrowertherewith.

Additional Borrowers. Other investment companies The Borrower may cause any Group Member constituting a wholly-owned subsidiary formed under the laws of the United States, any state thereof or the District of Columbia, the laws of Canada or any province or territory thereof, the laws of the Federal Republic of Germany or the laws of any other jurisdiction reasonably acceptable to the Administrative Agent and each applicable RC Facility Lender (such approval not to be unreasonably withheld, delayed or series conditioned, but which approval may include expanding the definition of investment companies), in addition “Sanctions Authority” with respect to those Borrowers which are original signatories the RC Facility to this Agreement, may, with the written approval of all the Banks, become parties to this Agreement and be deemed Tranche A Borrowers for all purposes of this Agreement by executing an instrument substantially include primary sanctions authorities in the form jurisdiction of Exhibit G hereto (with organization of such changes therein may be approved additional Borrower) after the Closing Date by written election to the Banks), which instrument Administrative Agent to become an RC Facility Borrower hereunder; provided that such Group Member shall (i) have attached execute a joinder to it a copy of this Agreement (as the same may have been amended) with a revised Allocation Notice reflecting the participation of such additional investment company in form and (ii) be accompanied by the documents and instruments required to be delivered by the Borrowers pursuant to Section 3.1 hereof, including, without limitation, an opinion of counsel for such Borrower, in a form substance reasonably satisfactory to the Administrative Agent assuming all obligations of a Borrower hereunder, (ii) to the extent not previously satisfied with respect to it, take (or cause to be taken) all actions (if any) required to be taken with respect to such Group Member in order to satisfy the Collateral and its counsel; providedGuarantee Requirement with respect to such Group Member, that the joinder assets of such Group Member and with respect to any Equity Interest in or Indebtedness of such Group Member owned by or on behalf of any additional Borrower Loan Party, (iii) deliver to the Administrative Agent such legal opinions, board resolutions and secretary’s certificates as shall be effective no earlier than five (5) Business Days following receipt by the Banks of such documents and information reasonably requested by the Administrative Agent or any Bank that are reasonably in connection therewith, in each case substantially in the form delivered on the Closing Date with respect to the Loan Parties party to this Agreement on the Closing Date, (iv) provide all documentation and other information required in order to comply with by United States regulatory authorities under applicable “know-your-know your customer” and other antiAnti-terrorism, anti-money laundering and similar rules and regulationsMoney Laundering Laws, including without limitation Title III of the USA PATRIOT Patriot Act; and provided, further, that no such additional Borrower shall be added unless each of reasonably requested by the Banks consent, except that (A) Administrative Agent in writing at least 10 Business Days prior to the extent an existing Borrower converts to consummation of such joinder and (v) provide, if such Group Member qualifies as a “master/feederlegal entity customer” structure, no consent shall be required for the master trust in such structure to become a Borrower hereunder after such conversion, provided the converting Borrower ceases to be a Borrower hereunder on or prior to such conversion and provided that such master trust is formed under the laws of Beneficial Ownership Regulation, a State in Beneficial Ownership Certification. The Lenders hereby irrevocably authorize the United States and (B) Administrative Agent to the extent that an existing Borrower which is a “master trust” is merged enter into (or transfers all or substantially all of its assets and liabilities to) its feeder fund (the “Former Feeder Fund”), no consent shall be required for such Former Feeder Fund to become a Borrower if in connection with such merger or transfer such Former Feeder Fund shall hold all or substantially all the assets and liabilities of the prior master trust, such Former Feeder Fund is formed under the laws of a State in the United States and, prior to such merger or transfer, such Former Feeder Fund shall have no Debt. Additional Borrowers may be added any amendment to this Agreement only once per or to any other Loan Document as may be necessary or appropriate in order to establish any additional Borrower pursuant to this Section 1.15 and such technical amendments, and other customary amendments with respect to provisions of this Agreement relating to taxes for borrowers in such jurisdiction, in each calendar quarter. Each new Borrower added to the Credit Facility after the addition of five (5) new Borrowers shall pay a new Borrower’s fee case as may be necessary or appropriate in the amount reasonable opinion of $1,500 to the Administrative Agent, provided that the Administrative Agent may, and the Borrower in its sole discretion, waive the requirement to pay such fee. To the extent that the Banks deem that the Permitted Asset Coverage Ratio is insufficient with respect to any Additional Borrower, the Joinder in which such Additional Borrower becomes a Borrower may, with the agreement of such Additional Borrower and each Bank, contain language amending this Agreement to provide for a different Permitted Asset Coverage Ratio with respect to such Additional Borrowerconnection therewith.

Additional Borrowers. Other investment companies Notwithstanding anything in Section 9.02 to the contrary, following the Closing Date, the Borrower may request that one or more of its Foreign Subsidiaries that is a Wholly-Owned Subsidiary be added as an additional borrower (or series the “Additional Borrower”) under the Facilities by delivering to the Administrative Agent an Additional Borrower Agreement executed by such Foreign Subsidiary and the Borrower and specifying the proposed effective date thereof; provided that the jurisdiction of investment companies), in addition organization of such Foreign Subsidiary shall be reasonably satisfactory to those Borrowers which are original signatories to this Agreement, may, with the written approval of all the Banks, become parties to this Agreement and be deemed Tranche A Borrowers each Lender. Such Foreign Subsidiary shall for all purposes of this Agreement by executing an instrument substantially in be a borrower hereunder no earlier than the form latest of Exhibit G hereto (with such changes therein may be approved by the Banks), which instrument shall (i) have attached to it a copy of this Agreement twenty (20) days (or such shorter period as the same Administrative Agent may have been amendedin its discretion agree) with a revised Allocation Notice reflecting the participation after delivery of such additional investment company and Additional Borrower Agreement; (ii) be accompanied five (5) Business Days after receipt by the documents Lenders and instruments required to be delivered the Administrative Agent of such documentation and other information reasonably requested by the Borrowers pursuant to Section 3.1 hereof, including, without limitation, an opinion Lenders or the Administrative Agent for purposes of complying with all necessary “know your customer” or other similar checks under all applicable laws and regulations provided that there has been no written objection submitted by any of the Lenders or the Administrative Agent within five (5) Business Days of the date of receipt of such documentation and other information; (iii) the receipt by the Administrative Agent and the Lenders of opinions of counsel for relating to such Borrower, Additional Borrower Agreement (and the guarantee referred to below) in a form and substance reasonably satisfactory to the Administrative Agent and its counsel; provided, that the joinder of any additional Borrower shall covering such customary matters in connection therewith as may be effective no earlier than five (5) Business Days following receipt by the Banks of such documents and information requested by the Administrative Agent or any Bank that are reasonably required in order to comply with “know-your-customer” and other anti-terrorism, anti-money laundering and similar rules and regulations, including without limitation the USA PATRIOT ActAgent; and provided(iv) if the applicable Additional Borrower is organized or incorporated in or under the laws of, furtheror for applicable Tax purposes is resident of or treated as engaged in a trade or business in, that no such additional Borrower shall be added unless each of the Banks consent, except that (A) to the extent an existing Borrower converts to any jurisdiction other than a “master/feeder” structure, no consent shall be required for the master trust jurisdiction in such structure to become a Borrower hereunder after such conversion, provided the converting Borrower ceases to be a Borrower hereunder on or prior to such conversion and provided that such master trust is formed under the laws of a State in the United States and (B) to the extent that an which at least one then-existing Borrower which is a “master trust” is merged into (organized or transfers all or substantially all of its assets and liabilities to) its feeder fund (the “Former Feeder Fund”), no consent shall be required for such Former Feeder Fund to become a Borrower if in connection with such merger or transfer such Former Feeder Fund shall hold all or substantially all the assets and liabilities incorporated as of the prior master trust, such Former Feeder Fund date the Additional Borrower Agreement is formed under the laws of a State in the United States and, prior to such merger or transfer, such Former Feeder Fund shall have no Debt. Additional Borrowers may be added to this Agreement only once per each calendar quarter. Each new Borrower added to the Credit Facility after the addition of five (5) new Borrowers shall pay a new Borrower’s fee in the amount of $1,500 delivered to the Administrative Agent, provided that the date of the effectiveness of an amendment of this Agreement, which amendment must be as mutually agreed by the Administrative Agent mayAgent, in its sole discretion, waive the requirement to pay such fee. To the extent that the Banks deem that the Permitted Asset Coverage Ratio is insufficient with respect to any Additional Borrower, the Joinder in which such Additional Borrower becomes a Borrower may, with the agreement of such Additional Borrower and each BankLender (including, contain language amending without limitation, Section 2.15 and the definition of “Excluded Taxes” and whether a carve out for any “day one” Taxes is appropriate); provided that the Borrower shall unconditionally guarantee the Obligations of any such Additional Borrowers on a senior unsecured basis pursuant to a guarantee agreement in form reasonably satisfactory to the Administrative Agent. Any obligations in respect of borrowings by any Additional Borrower under this Agreement to provide will constitute “Obligations” for a different Permitted Asset Coverage Ratio all purposes of the Loan Documents; provided that in no event shall any Additional Borrower have any liability with respect to such the Obligations of the Borrower or any other Additional Borrower. Promptly following receipt of any Additional Borrower Agreement the Administrative Agent shall send a copy thereof to each Lender.

Additional Borrowers. Other investment companies (a) The Lead Borrower may at any time, upon not less than 15 Business Days’ notice from the Lead Borrower to the Administrative Agent (or series of investment companiessuch shorter period as may be agreed by the Administrative Agent in its sole discretion), designate any Material Subsidiary that is a Domestic Subsidiary of the Lead Borrower (an “Applicant Borrower”) as a Borrower to receive Loans hereunder by delivering to the Administrative Agent (which shall promptly deliver counterparts thereof to each Lender) a duly executed Borrower Request and Assumption Agreement. 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 addition form and substance reasonably satisfactory to those the Administrative Agent, as may be required by the Administrative Agent in its reasonable discretion, and Notes signed by such new Borrowers which are original signatories to this Agreement, may, the extent any Lenders so require and the Applicant Borrower shall have complied with the written approval terms and conditions of Sections 6.11 and 6.13 as if such Applicant Borrower were a Restricted Subsidiary referenced therein. If the Administrative Agent agrees 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 BanksAdministrative Agent shall send Borrower Notice to the Lead Borrower and the Lenders specifying the effective date upon which the Applicant Borrower shall constitute a Borrower for purposes hereof, become whereupon each of the Lenders agrees to permit such Borrower to receive Loans hereunder, on the terms and conditions set forth herein, and each of the parties to this Agreement and agrees that such Borrower otherwise shall be deemed Tranche A Borrowers a Borrower for all purposes of this Agreement by executing an instrument substantially in the form of Exhibit G hereto (with such changes therein may be approved by the Banks), which instrument shall (i) have attached to it a copy of this Agreement (as the same may have been amended) with a revised Allocation Notice reflecting the participation of such additional investment company and (ii) be accompanied by the documents and instruments required to be delivered by the Borrowers pursuant to Section 3.1 hereof, including, without limitation, an opinion of counsel for such Borrower, in a form reasonably satisfactory to the Administrative Agent and its counsel; provided, that the joinder of any additional Borrower shall be effective no earlier than five (5) Business Days following receipt by the Banks of such documents and information requested by the Administrative Agent or any Bank that are reasonably required in order to comply with “know-your-customer” and other anti-terrorism, anti-money laundering and similar rules and regulations, including without limitation the USA PATRIOT Act; and provided, further, that no such additional Borrower shall be added unless each of the Banks consent, except that (A) to the extent an existing Borrower converts to a “master/feeder” structure, no consent shall be required for the master trust in such structure to become a Borrower hereunder after such conversion, provided the converting Borrower ceases to be a Borrower hereunder on or prior to such conversion and provided that such master trust is formed under the laws of a State in the United States and (B) to the extent that an existing Borrower which is a “master trust” is merged into (or transfers all or substantially all of its assets and liabilities to) its feeder fund (the “Former Feeder Fund”), no consent shall be required for such Former Feeder Fund to become a Borrower if in connection with such merger or transfer such Former Feeder Fund shall hold all or substantially all the assets and liabilities of the prior master trust, such Former Feeder Fund is formed under the laws of a State in the United States and, prior to such merger or transfer, such Former Feeder Fund shall have no Debt. Additional Borrowers may be added to this Agreement only once per each calendar quarter. Each new Borrower added to the Credit Facility after the addition of five (5) new Borrowers shall pay a new Borrower’s fee in the amount of $1,500 to the Administrative Agent, provided that the Administrative Agent may, in its sole discretion, waive the requirement to pay such fee. To the extent that the Banks deem that the Permitted Asset Coverage Ratio is insufficient with respect to any Additional Borrower, the Joinder in which such Additional Borrower becomes a Borrower may, with the agreement of such Additional Borrower and each Bank, contain language amending this Agreement to provide for a different Permitted Asset Coverage Ratio with respect to such Additional BorrowerAgreement.

Additional Borrowers. Other investment companies (or series of investment companies), in addition a) The Company may from time to those Borrowers which are original signatories time upon not less than ten (10) Business Days’ notice cause any Eligible Subsidiary to this Agreement, may, with the written approval of all the Banks, become parties eligible to this Agreement and be deemed Tranche A Borrowers for all purposes of this Agreement borrow under Section 2.01 by executing an instrument substantially in the form of Exhibit G hereto (with such changes therein may be approved by the Banks), which instrument shall (i) have attached to it a copy of this Agreement (as the same may have been amended) with a revised Allocation Notice reflecting the participation of such additional investment company and (ii) be accompanied by the documents and instruments required to be delivered by the Borrowers pursuant to Section 3.1 hereof, including, without limitation, an opinion of counsel for such Borrower, in a form reasonably satisfactory delivering to the Administrative Agent an Election to Participate with respect to such Eligible Subsidiary. Following the delivery of an Election to Participate, if such election 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 Company shall, promptly upon the request of the Administrative Agent or any Bank, supply such documentation and its counsel; provided, that the joinder of any additional Borrower shall be effective no earlier than five (5) Business Days following receipt by the Banks of such documents and information other evidence as is reasonably requested by the Administrative Agent or any Bank that are reasonably required in order for the Administrative Agent or such Bank to comply carry out and be satisfied it has complied with the results of all necessary “know-your-know your customer” and or other anti-terrorism, anti-money laundering and similar rules checks under all applicable laws and regulations, including without limitation the USA PATRIOT Act; and providedincluding, further, that no a Beneficial Ownership Certification in relation to any such additional Eligible Borrower shall be added unless each of the Banks consent, except that (A) to the extent an existing such Eligible Borrower converts to qualifies as a “master/feederlegal entity customer” structureunder the Beneficial Ownership Regulation. The eligibility of any such Eligible Borrower to borrow under said Sections shall terminate (x) when the Administrative Agent receives an Election to Terminate with respect to such Eligible Borrower or (y) upon a change (such change, no consent a “Change in Jurisdiction”) in the jurisdiction of organization or formation of such Eligible Borrower (other than a change from one State of the United States to another State of the United States); provided that the Company may at any time after such termination, subject to compliance with this Section 2.18 (assuming that such Eligible Borrower was an Eligible Subsidiary for purposes of the fourth paragraph hereof) and Section 3.03, cause such Eligible Borrower to become eligible to borrow under Section 2.01 by delivering to the Administrative Agent an Election to Participate with respect to such Eligible Borrower. Each Election to Participate delivered to the Administrative Agent shall be required for duly executed on behalf of the master trust relevant Eligible Subsidiary and the Company, and each Election to Terminate delivered to the Administrative Agent shall be duly executed on behalf of the Company. The delivery of an Election to Terminate with respect to an Eligible Borrower or a Change in Jurisdiction of an Eligible Borrower shall not affect any obligation of the relevant Eligible Borrower theretofore incurred. The Administrative Agent shall promptly (i) give notice to the Banks of its receipt of any Election to Participate, Election to Terminate or notice of a change in the jurisdiction of organization or formation of an Eligible Borrower pursuant to Section 5.01(j) and (ii) provide such structure Election to become a Participate or Election to Terminate to each Bank. Any Bank may, with notice to the Administrative Agent and the Company, fulfill its Commitment to any Eligible Borrower hereunder after such conversion, provided the converting Borrower ceases to be a Borrower hereunder on or prior to such conversion and provided that such master trust is formed not organized under the laws of a State in the United States or any State thereof by causing an Affiliate of such Bank to act as the Bank in respect of such Eligible Borrower; provided that, for all purposes of voting or consenting with respect to (a) any amendment, supplementation or modification of any Loan Document, (b) any waiver of any requirements of any Loan Document or any Default or Event of Default and its consequences, or (Bc) any other matter as to which a Bank may vote or consent pursuant to Section 11.06 of this Agreement, the extent that an existing Borrower which is a “master trust” is merged into (or transfers all or substantially all of its assets and liabilities to) its feeder fund (Bank making such election shall be deemed the “Former Feeder Fund”)Person” rather than such Affiliate, no consent which shall not be required for such Former Feeder Fund entitled to become a Borrower if in connection with such merger vote or transfer such Former Feeder Fund shall hold all consent. As soon as practicable after receiving notice from the Company or substantially all the assets and liabilities Administrative Agent of the prior master trust, such Former Feeder Fund Company’s intent to designate any Eligible Subsidiary that is formed not organized under the laws of a State in the United States andor any State thereof as a Borrower, prior to such merger or transfer, such Former Feeder Fund shall have no Debt. Additional Borrowers may be added to this Agreement only once per each calendar quarter. Each new Borrower added to the Credit Facility and in any event within two Business Days after the addition delivery of five (5) new Borrowers shall pay a new Borrower’s fee in the amount of $1,500 an executed Election to Participate to the Administrative Agent, provided that the Administrative Agent may, in its sole discretion, waive the requirement pursuant to pay such fee. To the extent that the Banks deem that the Permitted Asset Coverage Ratio is insufficient with respect to any Additional Borrower, the Joinder in which such Additional Borrower becomes a Borrower may, with the agreement of such Additional Borrower and each Bank, contain language amending this Agreement to provide for a different Permitted Asset Coverage Ratio Section 2.18(a) with respect to such Additional Eligible Subsidiary, any Bank that is prohibited by law or by any bona fide policy of general applicability from lending to, establishing credit for the account of and/or doing any business whatsoever with Persons in the jurisdiction of such Eligible Subsidiary directly or through an Affiliate of such Bank as provided in the immediately preceding paragraph (a “Protesting Bank”) shall so notify the Company and the Administrative Agent in writing. With respect to each Protesting Bank, the Company shall, effective on or before the date that such Eligible Borrower shall have the right to borrow hereunder, either (A) notify the Administrative Agent and such Protesting Bank that the Commitments of such Protesting Bank shall be terminated; provided that such Protesting Bank shall have received payment of an amount equal to the outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder (notwithstanding any provision herein providing that such amounts shall be applied to the Banks ratably), or (B) cancel its request to designate such Eligible Subsidiary as an “Eligible Borrower” hereunder.

Additional Borrowers. Other investment companies The Parent Borrower may designate any wholly-owned Restricted Subsidiary as a Borrower under any Revolving Commitments or any Incremental Facility from time to time (an “Additional Borrower”); provided that such Borrower (i) is incorporated or series of investment companiesformed in a jurisdiction in which any other current Borrower is incorporated or formed, (ii) is incorporated or formed in Canada (each jurisdiction referred to in clauses (i) and (ii), an “Approved Jurisdiction”) or (iii) is incorporated or formed in addition such other jurisdiction which shall be reasonably acceptable to those Borrowers which are original signatories to this Agreement, may, with the written approval of all the Banks, each applicable Lender. Such wholly-owned Restricted Subsidiary shall become parties an Additional Borrower and a party to this Agreement and be deemed Tranche A Borrowers for all purposes of this Agreement by executing an instrument substantially in the form of Exhibit G hereto (with such changes therein may be approved by the Banks), which instrument shall (i) have attached to it a copy of this Agreement (as the same may have been amended) with a revised Allocation Notice reflecting the participation of such additional investment company and (ii) be accompanied by the documents and instruments required to be delivered by the Borrowers pursuant to Section 3.1 hereof, including, without limitation, an opinion of counsel for such Borrower, in a form reasonably satisfactory delivering to the Administrative Agent an Additional Borrower Joinder, and its counsel; providedall references to the “Borrowers” shall also include such Additional Borrower, that as applicable, upon (a) the joinder of any additional Borrower shall be effective no earlier than five (5) Business Days following receipt by the Banks of such documents and information requested by the Administrative Agent or any Bank of (x) documentation consistent in scope with the documentation delivered, as applicable, in respect of the Parent Borrower on the Closing Date and (y) a certificate from the Parent Borrower and such Additional Borrower certifying that are reasonably required as of the date of such joinder, the conditions set forth in order to comply with “know-your-customer” Section 4.02(a) and other anti-terrorism, anti-money laundering and similar rules and regulations, including without limitation the USA PATRIOT Act; and provided, further, that no such additional Borrower (b) shall be added unless each of the Banks consent, except that (A) met as if a Borrowing were to the extent an existing Borrower converts to a “master/feeder” structure, no consent shall be required for the master trust in occur on such structure to become a Borrower hereunder after such conversion, provided the converting Borrower ceases to be a Borrower hereunder on or prior to such conversion and provided that such master trust is formed under the laws of a State in the United States date and (Bb) to the extent that an existing Borrower which is a “master trust” is merged into Lenders being provided with thirty (30) Business Days’ prior notice (or transfers all or substantially all such shorter period of its assets and liabilities to) its feeder fund (the “Former Feeder Fund”), no consent shall be required for such Former Feeder Fund to become a Borrower if in connection with such merger or transfer such Former Feeder Fund shall hold all or substantially all the assets and liabilities of the prior master trust, such Former Feeder Fund is formed under the laws of a State in the United States and, prior to such merger or transfer, such Former Feeder Fund shall have no Debt. Additional Borrowers may be added to this Agreement only once per each calendar quarter. Each new Borrower added to the Credit Facility after the addition of five (5) new Borrowers shall pay a new Borrower’s fee in the amount of $1,500 to the Administrative Agent, provided that time as the Administrative Agent mayshall reasonably agree) of any Additional Borrower being proposed to be added pursuant to this Section 10.19 (and the applicable Lenders shall, in its sole discretionthe case of a jurisdiction referred to in clause (iii) above, waive respond to the requirement Parent Borrower as promptly as practicable after receipt of such notice; it being understood that any Lender’s failure to pay so respond shall be deemed to constitute the objection of such feeLender to the jurisdiction of such proposed Additional Borrower under clause (iii)). To In connection with the extent that the Banks deem that the Permitted Asset Coverage Ratio is insufficient with respect to any joinder of an Additional Borrower, this Agreement may be amended as necessary or appropriate, in the Joinder in which such Additional reasonable opinion of the Administrative Agent and the Parent Borrower becomes a Borrower may, to effect the provisions of or be consistent with the agreement this Section 10.19. Notwithstanding any other provision of such Additional Borrower and each Bank, contain language amending this Agreement to provide for a different Permitted Asset Coverage Ratio the contrary (including Section 10.02), any such deemed amendment may be memorialized in writing by the Administrative Agent with the Parent Borrower’s consent, but without the consent of any other Lenders (other than with respect to such Lender’s approval of an Additional Borrower’s jurisdiction of incorporation or formation as set forth above), and furnished to the other parties hereto.

Additional Borrowers. Other investment companies (a) Notwithstanding anything in Section 10.8 to the contrary, following the Closing Date, the Borrower may request that one or series more of investment companies), in addition its subsidiaries that is a wholly-owned Restricted Subsidiary be added as an additional borrower (the “Additional Borrower”) by delivering to those Borrowers which are original signatories to this Agreement, may, with the written approval of all Administrative Agent an Additional Borrower Agreement executed by such subsidiary and the Banks, become parties to this Agreement and be deemed Tranche A Borrowers Borrower. Such subsidiary shall for all purposes of this Agreement by executing an instrument substantially in be a borrower hereunder no earlier than the form latest of Exhibit G hereto (with such changes therein may be approved by the Banks), which instrument shall (i) have attached ten (10) Business Days (or such shorter period as the Administrative Agent may in its discretion agree) after delivery of such Additional Borrower Agreement; (ii) ten (10) Business Days after receipt by the Lenders and the Administrative Agent of such documentation and other information reasonably requested by the Lenders or the Administrative Agent for purposes of complying with all necessary “know your customer” or other similar checks under all applicable laws and regulations provided that there has been no written objection to it the Additional Borrower becoming an additional borrower submitted by any of the Lenders or the Administrative Agent within ten (10) Business Days of the date of receipt of such documentation and other information; and (iii) if the applicable Additional Borrower is organized or incorporated in or under the laws of, or for applicable Tax purposes is resident of or treated as engaged in a copy trade or business in, any jurisdiction other a jurisdiction in or under the laws of which at least one then-existing Borrower is organized or incorporated as of the date the Additional Borrower Agreement is delivered to the Administrative Agent, the date of the effectiveness of any amendment of this Agreement (as the same may have been amended) with a revised Allocation Notice reflecting the participation of such additional investment company and (ii) determined to be accompanied reasonably required by the documents Administrative Agent (after consultation with the Requisite Lenders) and instruments required to the Borrower, which amendment must be delivered as mutually agreed by the Borrowers pursuant to Section 3.1 hereofAdministrative Agent, the Borrower, such Additional Borrower and the Requisite Lenders (including, without limitation, an opinion Section 2.17 and the definition of counsel “Excluded Taxes” and whether a carve out for such any “day one” Taxes is appropriate); provided that (w) each Additional Borrower shall also be a Guarantor, (x) as a result of the designation of the Additional Borrower, in a form reasonably satisfactory no Guarantor shall be treated as an Excluded Subsidiary pursuant to clause (d) of such definition, (y) the Administrative Agent shall not have received any notice from any Lender that the extension of credit to such Additional Borrower shall contravene any law, rule or regulation applicable to such Lender and (z) the jurisdiction of organization of the Additional Borrower shall be acceptable to the Administrative Agent and its counsel; provided, that the joinder Requisite Lenders if it is not a Permitted Jurisdiction. Any obligations in respect of borrowings by any Additional Borrower under this Agreement will constitute “Obligations” for all purposes of the Credit Documents. Promptly following receipt of any additional Additional Borrower shall be effective no earlier than five (5) Business Days following receipt by the Banks of such documents and information requested by Agreement the Administrative Agent or any Bank that are reasonably required in order shall send a copy thereof to comply with “know-your-customer” and other anti-terrorism, anti-money laundering and similar rules and regulations, including without limitation the USA PATRIOT Act; and provided, further, that no such additional Borrower shall be added unless each of the Banks consent, except that (A) to the extent an existing Borrower converts to a “master/feeder” structure, no consent shall be required for the master trust in such structure to become a Borrower hereunder after such conversion, provided the converting Borrower ceases to be a Borrower hereunder on or prior to such conversion and provided that such master trust is formed under the laws of a State in the United States and (B) to the extent that an existing Borrower which is a “master trust” is merged into (or transfers all or substantially all of its assets and liabilities to) its feeder fund (the “Former Feeder Fund”), no consent shall be required for such Former Feeder Fund to become a Borrower if in connection with such merger or transfer such Former Feeder Fund shall hold all or substantially all the assets and liabilities of the prior master trust, such Former Feeder Fund is formed under the laws of a State in the United States and, prior to such merger or transfer, such Former Feeder Fund shall have no Debt. Additional Borrowers may be added to this Agreement only once per each calendar quarter. Each new Borrower added to the Credit Facility after the addition of five (5) new Borrowers shall pay a new Borrower’s fee in the amount of $1,500 to the Administrative Agent, provided that the Administrative Agent may, in its sole discretion, waive the requirement to pay such fee. To the extent that the Banks deem that the Permitted Asset Coverage Ratio is insufficient with respect to any Additional Borrower, the Joinder in which such Additional Borrower becomes a Borrower may, with the agreement of such Additional Borrower and each Bank, contain language amending this Agreement to provide for a different Permitted Asset Coverage Ratio with respect to such Additional BorrowerLender.

Additional Borrowers. Other investment companies Notwithstanding anything in Section 11.01 to the contrary, following the Closing Date, the Parent Borrower may add one or more of its Foreign Subsidiaries that is a Wholly Owned Subsidiary as an additional Foreign Borrower under the Limited Currency Revolving Facility or Multicurrency Revolving Facility by delivering to the Administrative Agent a Foreign Borrower Agreement executed by such Subsidiary and the Parent Borrower. After (i) five Business Days have elapsed after such delivery and (ii) receipt by each Lender and the Administrative Agent of such documentation and other information reasonably requested by such Lender or series of investment companiesthe Administrative Agent, as the case may be (which documentation and information shall be reasonably satisfactory to such Lender), in addition to those Borrowers which are original signatories to this Agreementfor purposes of complying with all necessary “know your customer” or other similar checks under all applicable laws and regulations, may, with the written approval of all the Banks, become parties to this Agreement and be deemed Tranche A Borrowers such Foreign Subsidiary shall for all purposes of this Credit Agreement be a Foreign Borrower hereunder; provided that each Foreign Borrower shall also be a Foreign Guarantor. Any obligations in respect of borrowings by executing any Foreign Subsidiary under the Credit Agreement will constitute “Obligations,” “Foreign Obligations” and “Secured Obligations” for all purposes of the Credit Documents. If the applicable additional Foreign Borrower is organized or incorporated under the laws of, or for applicable Tax purposes is resident of or treated as engaged in a trade or business in, or having a paying agent in, any jurisdiction other than a jurisdiction under the laws of which at least one of the then-existing Borrowers is organized or incorporated on the date such Foreign Borrower Agreement is delivered to the Applicable Agent, as a condition to adding such Foreign Borrower, there shall be an instrument substantially in amendment to the form of Exhibit G hereto Credit Documents (with such changes therein may be approved by the Banks), which instrument shall (i) have attached to it a copy of this Agreement (as the same may have been amended) with a revised Allocation Notice reflecting the participation of such additional investment company and (ii) be accompanied by the documents and instruments required to be delivered by the Borrowers pursuant to Section 3.1 hereof, including, without limitation, an opinion to Section 3.01 of counsel for this Credit Agreement and the definition of “Excluded Taxes”), if such amendment is reasonably necessary or appropriate as mutually determined by the Administrative Agent and Parent Borrower which amendment must be as mutually agreed by the Administrative Agent, the Parent Borrower, in the applicable additional Foreign Borrower and each Limited Currency Revolving Lender and/or Multicurrency Revolving Lender (as applicable) (provided that no such amendment shall materially adversely affect the rights of any Lender that has not consented to such amendment). Upon the execution by the Parent Borrower and a form reasonably satisfactory Foreign Borrower and delivery to the Administrative Agent and its counsel; provided, that the joinder of any additional Borrower shall be effective no earlier than five (5) Business Days following receipt by the Banks of such documents and information requested by the Administrative Agent or any Bank that are reasonably required in order to comply with “know-your-customer” and other anti-terrorism, anti-money laundering and similar rules and regulations, including without limitation the USA PATRIOT Act; and provided, further, that no such additional Borrower shall be added unless each of the Banks consent, except that (A) to the extent an existing Borrower converts to a “master/feeder” structure, no consent shall be required for the master trust in such structure to become a Borrower hereunder after such conversion, provided the converting Borrower ceases to be a Borrower hereunder on or prior to such conversion and provided that such master trust is formed under the laws of a State in the United States and (B) to the extent that an existing Foreign Borrower which is a “master trust” is merged into (or transfers all or substantially all of its assets and liabilities to) its feeder fund (the “Former Feeder Fund”), no consent shall be required for such Former Feeder Fund to become a Borrower if in connection with such merger or transfer such Former Feeder Fund shall hold all or substantially all the assets and liabilities of the prior master trust, such Former Feeder Fund is formed under the laws of a State in the United States and, prior to such merger or transfer, such Former Feeder Fund shall have no Debt. Additional Borrowers may be added to this Agreement only once per each calendar quarter. Each new Borrower added to the Credit Facility after the addition of five (5) new Borrowers shall pay a new Borrower’s fee in the amount of $1,500 to the Administrative Agent, provided that the Administrative Agent may, in its sole discretion, waive the requirement to pay such fee. To the extent that the Banks deem that the Permitted Asset Coverage Ratio is insufficient with respect to any Additional Borrower, the Joinder in which such Additional Borrower becomes a Borrower may, with the agreement of such Additional Borrower and each Bank, contain language amending this Agreement to provide for a different Permitted Asset Coverage Ratio Termination with respect to such Additional Foreign Borrower, such Foreign Borrower shall cease to be a Foreign Borrower and a party to this Credit Agreement; provided that no Foreign Borrower Termination will become effective as to any Foreign Borrower (other than to terminate such Foreign Borrower’s right to make further Borrowings under this Credit Agreement) at a time when any Loan to, B/A on behalf of, or Letter of Credit issued to such Foreign Borrower shall be outstanding hereunder. Promptly following receipt of any Foreign Borrower Agreement or Foreign Borrower Termination, the Administrative Agent shall send a copy thereof to each Lender. Notwithstanding the foregoing, no such Foreign Subsidiary may become a Foreign Borrower if any Limited Currency Revolving Lender or Multicurrency Revolving Lender would be prohibited by applicable Law from making loans to such Foreign Subsidiary.

Additional Borrowers. Other investment companies The Company may at any time, upon not less than ten (10) Business Days’ notice to the Administrative Agent, designate any Wholly-Owned Subsidiary of the Company that is organized under the laws of the United States or series a State thereof as a Borrower (each such Subsidiary, an “Additional Borrower”) to request Letters of investment companies), Credit and Loans hereunder by delivering to the Administrative Agent (which shall promptly deliver counterparts thereof to each Lender) a duly executed notice and agreement in addition to those Borrowers which are original signatories to this Agreement, may, with the written approval of all the Banks, become parties to this Agreement and be deemed Tranche A Borrowers for all purposes of this Agreement by executing an instrument substantially in the form of Exhibit G hereto H-1 (with such changes therein may be approved by the Banksan “Additional Borrower Joinder Agreement”), which instrument shall (i) have attached . As a condition to it a copy of any Additional Borrower joining this Agreement (as a Borrower and becoming entitled to utilize the same may have been amended) with a revised Allocation Notice reflecting the participation of such additional investment company and (ii) be accompanied by the documents and instruments required to be delivered by the Borrowers pursuant to Section 3.1 hereofcredit facilities provided for herein, including, without limitation, an opinion of counsel for such Borrower, in a form reasonably satisfactory to the Administrative Agent shall have received such supporting resolutions, incumbency certificates, opinions of counsel and other documents or information that it may reasonably request and any information reasonably necessary for any Lender to satisfy its counsel; provided, that the joinder of any additional Borrower shall be effective no earlier than five (5) Business Days following receipt by the Banks of such documents and information requested by the Administrative Agent or any Bank that are reasonably required in order to comply with “know-your-customer” obligations as required by law. Promptly following receipt of the executed Additional Borrower Joinder Agreement and all such requested resolutions, incumbency certificates, opinions of counsel and other anti-terrorismdocuments or information, anti-money laundering the Administrative Agent shall notify the Company and similar rules and regulations, including without limitation the USA PATRIOT Act; and provided, further, that no such additional Lenders specifying the effective date upon which the Additional Borrower shall be added unless constitute a Borrower for purposes hereof, whereupon such Additional Borrower may request Letters of Credit and Loans hereunder on the terms and conditions set forth herein, and each of the Banks consent, except parties agrees that (A) to the extent an existing such Additional Borrower converts to a “master/feeder” structure, no consent otherwise shall be required for the master trust in such structure to become a Borrower hereunder after such conversion, provided the converting Borrower ceases to be a Borrower hereunder on or prior to such conversion and provided that such master trust is formed under the laws for all purposes of a State in the United States and (B) to the extent that an existing Borrower which is a “master trust” is merged into (or transfers all or substantially all of its assets and liabilities to) its feeder fund (the “Former Feeder Fund”), no consent shall be required for such Former Feeder Fund to become a Borrower if in connection with such merger or transfer such Former Feeder Fund shall hold all or substantially all the assets and liabilities of the prior master trust, such Former Feeder Fund is formed under the laws of a State in the United States and, prior to such merger or transfer, such Former Feeder Fund shall have no Debt. Additional Borrowers may be added to this Agreement only once per each calendar quarter. Each new Borrower added to the Credit Facility after the addition of five (5) new Borrowers shall pay a new Borrower’s fee in the amount of $1,500 to the Administrative Agent, provided that the Administrative Agent may, in its sole discretion, waive the requirement to pay such fee. To the extent that the Banks deem that the Permitted Asset Coverage Ratio is insufficient with respect to any Additional Borrower, the Joinder in which such Additional Borrower becomes a Borrower may, with the agreement of such Additional Borrower and each Bank, contain language amending this Agreement to provide for a different Permitted Asset Coverage Ratio with respect to such Additional BorrowerAgreement.

Additional Borrowers. Other investment companies (or series of investment companies), in addition to those Borrowers which are original signatories to this Agreement, may, with the written approval of all the Banks, become parties to this Agreement and be deemed Tranche A Borrowers for all purposes of this Agreement by executing an instrument substantially in the form of Exhibit G hereto (with such changes therein may be approved by the Banks), which instrument shall (i) have attached to it a copy of this Agreement (as the same may have been amended) with a revised Allocation Notice reflecting the participation of such additional investment company and (ii) be accompanied by the documents and instruments required to be delivered by the Borrowers pursuant to Section 3.1 hereof, including, without limitation, an opinion of counsel for such Borrower, in a form reasonably satisfactory Upon 30 days’ prior notice to the Administrative Agent (or such shorter period of time to which the Administrative Agent may agree), and subject to the written consent of the Revolving Lenders, which consent of each Revolving Lender shall not be unreasonably withheld (it being understood that a Revolving Lender shall be deemed to have acted reasonably in withholding its counsel; providedconsent if (i) it is unlawful for such Revolving Lender to make Revolving Loans under this Agreement to the proposed additional Borrower, (ii) such Revolving Lender cannot or has not determined that it is lawful to do so, (iii) the joinder making of any a Revolving Loan to the proposed additional Borrower shall might reasonably be effective no earlier than five expected to subject such Lender to adverse tax consequences, (5iv) Business Days following receipt such Lender is required or has determined that it is prudent to register or file in the jurisdiction of formation or organization of the proposed additional Borrower and it does not wish to do so or (v) such Lender is restricted by operational or administrative procedures or other applicable internal policies from extending credit under this Agreement to Persons in the jurisdiction in which the proposed additional Borrower is located), the Company may designate one or more Guarantors to be additional joint and several direct Borrowers hereunder by written request to the Administrative Agent accompanied by (a) an executed Assumption Agreement and appropriate Notes (to the extent requested by any Lender) executed by the Banks designated Guarantor, (b) a certificate of good standing of the designated Guarantor in the jurisdiction of its incorporation or organization, (c) a certified resolution of such documents Guarantor’s board of directors or other governing body authorizing the execution and information delivery of the Assumption Agreement and such Notes, (d) a written consent to the Assumption Agreement executed by each Guarantor, (e) appropriate written legal opinions reasonably requested by the Administrative Agent with respect to such new Borrower and the Assumption Agreement covering matters similar to those covered in the opinions delivered on the Closing Date (and, if such written request is made on or after the First Amendment Effective Date, those covered in the collateral-related opinions delivered on the First Amendment Effective Date) and (f) such documentation and other evidence as is reasonably requested by the Administrative Agent or any Bank that are reasonably required Lender in order for the Administrative Agent or such Lender to comply carry out and be satisfied it has complied with the results of all necessary “know-your-know your customer” and or other anti-terrorism, anti-money laundering and similar rules and regulations, including without limitation checks under the USA PATRIOT Act; , under similar regulations and, if the Borrower qualifies as a “legal entity customer,” under the Beneficial Ownership Regulation and providedis not otherwise prohibited by Law from making Loans to such new Borrower. The Obligations of any additional Borrowers designated pursuant to this Section 2.17 may be limited as to amount as directed by the Company. The Administrative Agent shall promptly notify the Lenders of such request, further, that no together with copies of such additional Borrower shall be added unless each of the Banks consent, except that (A) to foregoing as any Lender may request and the extent an existing Borrower converts to a “master/feeder” structure, no consent designated Guarantor shall be required for the master trust in such structure to become a Borrower hereunder after such conversion, provided the converting Borrower ceases to be a Borrower hereunder on or prior to such conversion and provided that such master trust is formed under the laws of a State in the United States and (B) to the extent that an existing Borrower which is a “master trust” is merged into (or transfers all or substantially all of its assets and liabilities to) its feeder fund (the “Former Feeder Fund”), no consent shall be required for such Former Feeder Fund to become a Borrower if in connection with such merger or transfer such Former Feeder Fund shall hold all or substantially all the assets and liabilities of the prior master trust, such Former Feeder Fund is formed under the laws of a State in the United States and, prior to such merger or transfer, such Former Feeder Fund shall have no Debt. Additional Borrowers may be added to this Agreement only once per each calendar quarter. Each new Borrower added to the Credit Facility after the addition of five (5) new Borrowers shall pay a new Borrower’s fee in the amount of $1,500 to the Administrative Agent, provided that the Administrative Agent may, in its sole discretion, waive the requirement to pay such fee. To the extent that the Banks deem that the Permitted Asset Coverage Ratio is insufficient with respect to any Additional Borrower, the Joinder in which such Additional Borrower becomes a Borrower may, with the agreement of such Additional Borrower and each Bank, contain language amending this Agreement to provide for a different Permitted Asset Coverage Ratio with respect to such Additional Borrowerhereunder.

Additional Borrowers. Other investment companies Holdings may from time to time request that (x) one or series of investment companies)more additional Domestic Subsidiaries be added as Borrowers under the Term A Facility and the Revolving Credit Facility and/or (y) one or more additional Foreign Subsidiaries be added as Borrowers under the Revolving Credit Facility, in addition each case, which request shall be subject to those Borrowers which are original signatories to this Agreement, may, with the written approval of all the Banks, become parties to this Agreement Administrative Agent and be deemed Tranche each of the Term A Borrowers for all purposes of this Agreement by executing an instrument substantially Lenders and Revolving Credit Lenders (in the form of Exhibit G hereto (with such changes therein may be approved by the Banks), which instrument shall (i) have attached to it a copy of this Agreement (as the same may have been amended) with a revised Allocation Notice reflecting the participation case of such additional investment company Domestic Subsidiaries) or the Administrative Agent and each of the Revolving Credit Lenders (in the case of such Foreign Subsidiaries). If (1) the Administrative Agent and all Term A Lenders and Revolving Credit Lenders consent to the addition of such Domestic Subsidiary as a Term A Borrower under the Term A Facility and a Revolving Credit Borrower under the Revolving Credit Facility and (ii2) the Administrative Agent and all Revolving Credit Lenders consent to the addition of such Foreign Subsidiary as a Revolving Credit Borrower under the Revolving Credit Facility, in each case, such Subsidiary shall be accompanied by the documents and instruments required to be delivered by the Borrowers pursuant to Section 3.1 hereof, including, without limitation, an opinion of counsel for such Borrower, in a form reasonably satisfactory execute and deliver to the Administrative Agent a Borrower Joinder Agreement and its counsel; providedshall take all action in connection therewith (a) if such Borrower is a Domestic Subsidiary, that as would otherwise have been required to cause the joinder of any additional Collateral and Guaranty Requirements and the requirements set forth in Section 6.11 to be satisfied as if such Subsidiary had been a Loan Party on the Restatement Date and (b) if such Borrower shall be effective no earlier than five (5) Business Days following receipt by the Banks of such documents and information requested is a Foreign Subsidiary, as are deemed reasonably necessary by the Administrative Agent or any Bank to provide that are reasonably required the Obligations of such additional Borrower be, to the extent permitted by law, guaranteed and secured on terms no less favorable than those contained in order the Collateral and Guaranty Requirements and, in the case of each of clauses (a) and (b), shall deliver to the Administrative Agent such Organization Documents, resolutions, certificates, legal opinions, lien searches and other information (including information to allow the Administrative Agent and the Lenders to comply with applicable “know-your-know your customer” and other anti-terrorism, anti-money laundering and similar rules and regulations, including without limitation the USA PATRIOT Act; ) and provideddocuments as the Administrative Agent shall reasonably request. Any Subsidiary that becomes a party to this Agreement pursuant to this Section 1.09 shall thereupon be deemed for all purposes to be a Revolving Credit Borrower under the Revolving Credit Facility hereunder and/or a Term A Borrower under the Term A Facility hereunder, further, that no such additional Borrower shall be added unless each of the Banks consent, except that (Aas applicable. Notwithstanding anything in Section 11.01(a) to the extent an existing contrary, each Borrower converts Joinder Agreement may, without the consent of any other Lenders (but subject to the approval by the Lenders to the addition of such U.S. Borrower or the approval by the Revolving Credit Lenders to the addition of such Foreign Borrower), effect such amendments to this Agreement and the other Loan Documents (which may take the form of amendments and restatements) as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section 1.09, including, in the case of the addition of a “master/feeder” structureForeign Borrower, no consent shall be required for amendments limiting the master trust in such structure to become a Borrower hereunder after such conversion, provided the converting Borrower ceases amount available to be a borrowed by such Foreign Borrower hereunder on or prior to such conversion and provided any other Foreign Borrower organized in the same jurisdiction (it being understood that such master trust is entities formed under the laws of different states, provinces or other localities of the same country as that of a State in Borrower shall be considered to be of the United States and (Bsame jurisdiction as such Foreign Subsidiary) to a specified U.S. Dollar Equivalent of any Alternative Currency, or to effect any other amendments that shall give effect to any conditions associated with the extent that an existing Borrower which is a “master trust” is merged into (or transfers all or substantially all of its assets and liabilities to) its feeder fund (the “Former Feeder Fund”), no consent shall be required for such Former Feeder Fund to become a Borrower if in connection with such merger or transfer such Former Feeder Fund shall hold all or substantially all the assets and liabilities of the prior master trust, such Former Feeder Fund is formed under the laws of a State in the United States and, prior appropriate Lenders to such merger or transfer, such Former Feeder Fund shall have no Debt. Additional Borrowers may be added to this Agreement only once per each calendar quarter. Each new Borrower added to the Credit Facility after the addition of five (5) new such U.S. Borrower or Foreign Borrower. For the avoidance of doubt, Domestic Subsidiaries of Holdings that become Borrowers pursuant to this Section 1.09 shall pay a new Borrower’s fee in become Borrowers under both the amount Revolving Credit Facility and the Term A Facility, and Foreign Subsidiaries of $1,500 Holdings that become Borrowers pursuant to this Section 1.09 shall become Borrowers solely under the Administrative Agent, provided that the Administrative Agent may, in its sole discretion, waive the requirement to pay such fee. To the extent that the Banks deem that the Permitted Asset Coverage Ratio is insufficient with respect to any Additional Borrower, the Joinder in which such Additional Borrower becomes a Borrower may, with the agreement of such Additional Borrower and each Bank, contain language amending this Agreement to provide for a different Permitted Asset Coverage Ratio with respect to such Additional BorrowerRevolving Credit Facility.

Additional Borrowers. Other investment companies (a) Upon not less than fifteen (15) Business Days’ notice to the Administrative Agent (or series such shorter period as may be agreed by the Administrative Agent in its sole discretion), the Borrowers may request the addition of investment companiesany of their Domestic Subsidiaries (an “Additional Borrower”) as a Borrower 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 2.18-1 (a “Borrower Request and Assumption Agreement”). The parties hereto acknowledge and agree that prior to any Additional Borrower becoming entitled to utilize the credit facilities provided for herein, the Administrative Agent and the Lenders shall have received Organizational Documents, such supporting resolutions, incumbency certificates, opinions of counsel and other documents or information (including, without limitation, any documentation or other information that the Administrative Agent or any Lender requests in for purposes of its “know your customer”, anti-money laundering or beneficial ownership diligence), in addition form, content and scope reasonably satisfactory to those Borrowers which are original signatories the Administrative Agent, as may be required by the Administrative Agent or the Required Lenders in their reasonable discretion, and Notes signed by such Additional Borrower to this the extent any Lenders so require. If the Administrative Agent and all of the Lenders execute and deliver an acknowledgement and agreement to the Borrower Request and Assumption Agreement, may, with the written approval then promptly following receipt of all such requested Organizational Documents, resolutions, incumbency certificates, opinions of counsel and other documents or information, the BanksAdministrative Agent shall send a notice in substantially the form of Exhibit 2.18-2 (a “New Borrower Notice”) to the Borrowers and the Lenders specifying the effective date upon which the Additional Borrower shall constitute a Borrower for purposes hereof, become whereupon each of the Lenders agrees to permit such Borrower to receive Loans and other credit extensions hereunder, on the terms and conditions set forth herein, and each of the parties to this Agreement and agrees that such Additional Borrower otherwise shall be deemed Tranche A Borrowers a Borrower for all purposes of this Agreement by executing an instrument substantially in the form of Exhibit G hereto (with such changes therein may be approved by the Banks), which instrument shall (i) have attached to it a copy of this Agreement (as the same may have been amended) with a revised Allocation Notice reflecting the participation of such additional investment company and (ii) be accompanied by the documents and instruments required to be delivered by the Borrowers pursuant to Section 3.1 hereof, including, without limitation, an opinion of counsel for such Borrower, in a form reasonably satisfactory to the Administrative Agent and its counsel; provided, that the joinder of any additional Borrower shall be effective no earlier than five (5) Business Days following receipt by the Banks of such documents and information requested by the Administrative Agent or any Bank that are reasonably required in order to comply with “know-your-customer” and other anti-terrorism, anti-money laundering and similar rules and regulations, including without limitation the USA PATRIOT Act; and provided, further, that no such additional Borrower shall be added unless each of the Banks consent, except that (A) to the extent an existing Borrower converts to a “master/feeder” structure, no consent shall be required for the master trust in such structure to become a Borrower hereunder after such conversion, provided the converting Borrower ceases to be a Borrower hereunder on or prior to such conversion and provided that such master trust is formed under the laws of a State in the United States and (B) to the extent that an existing Borrower which is a “master trust” is merged into (or transfers all or substantially all of its assets and liabilities to) its feeder fund (the “Former Feeder Fund”), no consent shall be required for such Former Feeder Fund to become a Borrower if in connection with such merger or transfer such Former Feeder Fund shall hold all or substantially all the assets and liabilities of the prior master trust, such Former Feeder Fund is formed under the laws of a State in the United States and, prior to such merger or transfer, such Former Feeder Fund shall have no Debt. Additional Borrowers may be added to this Agreement only once per each calendar quarter. Each new Borrower added to the Credit Facility after the addition of five (5) new Borrowers shall pay a new Borrower’s fee in the amount of $1,500 to the Administrative Agent, provided that the Administrative Agent may, in its sole discretion, waive the requirement to pay such fee. To the extent that the Banks deem that the Permitted Asset Coverage Ratio is insufficient with respect to any Additional Borrower, the Joinder in which such Additional Borrower becomes a Borrower may, with the agreement of such Additional Borrower and each Bank, contain language amending this Agreement to provide for a different Permitted Asset Coverage Ratio with respect to such Additional BorrowerAgreement.

Additional Borrowers. Other investment companies (a) The Borrower may designate any wholly owned Subsidiary as a co-borrower under the Revolving Commitments or series of investment companiesany Incremental Facility (an “Additional Borrower”); provided that the Administrative Agent shall be reasonably satisfied that, with respect to any such Subsidiary which is a Foreign Subsidiary (and subject to clause (b) below), the Lenders may make loans and other extensions of credit to such Subsidiary in addition Dollars and Foreign Currencies in such person’s jurisdiction in compliance with applicable laws and regulations, without being required or qualified to those Borrowers which are original signatories do business in such jurisdiction and without being subject to any unreimbursed or unindemnified Tax or other expense. Such wholly owned Subsidiary shall become an Additional Borrower and a party to this Agreement, mayand all references to the “Co-Borrower” shall be to such Additional Borrower, with the written approval of all the Banksas applicable, become parties to this Agreement and be deemed Tranche A Borrowers for all purposes of this Agreement by executing an instrument substantially in the form of Exhibit G hereto (with such changes therein may be approved by the Banks), which instrument shall upon (i) have attached to it a copy of this Agreement (as the same may have been amended) with a revised Allocation Notice reflecting the participation of such additional investment company and (ii) be accompanied by the documents and instruments required to be delivered by the Borrowers pursuant to Section 3.1 hereof, including, without limitation, an opinion of counsel for such Borrower, in a form reasonably satisfactory to the Administrative Agent and its counsel; provided, that the joinder of any additional Borrower shall be effective no earlier than five (5) Business Days following receipt by the Banks of such documents and information requested by the Administrative Agent or any Bank that are reasonably required in order to comply with “know-your-customer” and other anti-terrorism, anti-money laundering and similar rules and regulations, including without limitation the USA PATRIOT Act; and provided, further, that no such additional Borrower shall be added unless each of the Banks consent, except that (A) to the extent an existing Borrower converts to a “master/feeder” structurejoinder agreement, no consent shall be required for the master trust in such structure to become a Borrower hereunder after such conversion, provided the converting Borrower ceases to be a Borrower hereunder on or prior to such conversion form and provided that such master trust is formed under the laws of a State in the United States and (B) to the extent that an existing Borrower which is a “master trust” is merged into (or transfers all or substantially all of its assets and liabilities to) its feeder fund (the “Former Feeder Fund”), no consent shall be required for such Former Feeder Fund to become a Borrower if in connection with such merger or transfer such Former Feeder Fund shall hold all or substantially all the assets and liabilities of the prior master trust, such Former Feeder Fund is formed under the laws of a State in the United States and, prior to such merger or transfer, such Former Feeder Fund shall have no Debt. Additional Borrowers may be added to this Agreement only once per each calendar quarter. Each new Borrower added to the Credit Facility after the addition of five (5) new Borrowers shall pay a new Borrower’s fee in the amount of $1,500 substance satisfactory to the Administrative Agent, provided that executed by such Subsidiary and the Borrower, (B) an acknowledgement and confirmation by the Guarantors of their guarantee in respect of the Obligations of such Subsidiary, (C) an amendment and/or supplement to the Security Documents executed by the applicable Loan Parties and such Subsidiary, to the extent reasonably requested by the Administrative Agent, (D) corporate or other applicable resolutions, other corporate or other applicable documents, certificates and legal opinions in respect of such Subsidiary substantially equivalent to comparable documents delivered on the Restatement Date and (E) such other documents or information with respect thereto (including all documentation and other information required under the Patriot Act) as the Administrative Agent may, in its sole discretion, waive (on behalf of itself and the requirement to pay such fee. To Lenders) shall reasonably request and (ii) the extent that the Banks deem that the Permitted Asset Coverage Ratio is insufficient Revolving Lenders being provided with respect to (A) five Business Days’ prior notice of any Additional Borrower, Borrower that is a Domestic Subsidiary being added under the Joinder in which such Revolving Facility pursuant to this Section 10.15 and (B) 10 Business Days’ prior notice of any Additional Borrower becomes that is a Borrower mayForeign Subsidiary being added under the Revolving Facility pursuant to this Section 10.15; provided that no Revolving Lender that notifies the Administrative Agent within five Business Days of receipt of the notice contemplated by this clause (ii)(B) that it is unable or unwilling to lend Revolving Loans to, with and participate in Letters of Credit issued for the agreement account of, such Foreign Subsidiary (any such Lender, a “Refusing Lender”) shall be a Lender to, or L/C Participant in respect of Letters of Credit issued for the account of, such Additional Borrower and each Bank, contain language amending this Agreement to provide for a different Permitted Asset Coverage Ratio with respect to such Additional BorrowerForeign Subsidiary.

Additional Borrowers. Other investment companies (or series of investment companies), in addition a) The Company may from time to those Borrowers which are original signatories time upon not less than ten (10) Domestic Business Days’ notice cause any Eligible Subsidiary to this Agreement, may, with the written approval of all the Banks, become parties eligible to this Agreement and be deemed Tranche A Borrowers for all purposes of this Agreement borrow under Section 2.01 by executing an instrument substantially in the form of Exhibit G hereto (with such changes therein may be approved by the Banks), which instrument shall (i) have attached to it a copy of this Agreement (as the same may have been amended) with a revised Allocation Notice reflecting the participation of such additional investment company and (ii) be accompanied by the documents and instruments required to be delivered by the Borrowers pursuant to Section 3.1 hereof, including, without limitation, an opinion of counsel for such Borrower, in a form reasonably satisfactory delivering to the Administrative Agent an Election to Participate with respect to such Eligible Subsidiary. Following the delivery of an Election to Participate, if such election 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 Company shall, promptly upon the request of the Administrative Agent or any Bank, supply such documentation and its counsel; provided, that the joinder of any additional Borrower shall be effective no earlier than five (5) Business Days following receipt by the Banks of such documents and information other evidence as is reasonably requested by the Administrative Agent or any Bank that are reasonably required in order for the Administrative Agent or such Bank to comply carry out and be satisfied it has complied with the results of all necessary “know-your-know your customer” and or other anti-terrorism, anti-money laundering and similar rules checks under all applicable laws and regulations, including without limitation the USA PATRIOT Act; and providedincluding, further, that no a Beneficial Ownership Certification in relation to any such additional Eligible Borrower shall be added unless each of the Banks consent, except that (A) to the extent an existing such Eligible Borrower converts to qualifies as a “master/feederlegal entity customer” structureunder the Beneficial Ownership Regulation. The eligibility of any such Eligible Borrower to borrow under said Sections shall terminate (x) when the Administrative Agent receives an Election to Terminate with respect to such Eligible Borrower or (y) upon a change (such change, no consent a “Change in Jurisdiction”) in the jurisdiction of organization or formation of such Eligible Borrower (other than a change from one State of the United States to another State of the United States); provided that the Company may at any time after such termination, subject to compliance with this Section 2.18 (assuming that such Eligible Borrower was an Eligible Subsidiary for purposes of the fifth paragraph hereof) and Section 3.03, cause such Eligible Borrower to become eligible to borrow under Section 2.01 by delivering to the Administrative Agent an Election to Participate with respect to such Eligible Borrower. Each Election to Participate delivered to the Administrative Agent shall be required for duly executed on behalf of the master trust relevant Eligible Subsidiary and the Company, and each Election to Terminate delivered to the Administrative Agent shall be duly executed on behalf of the Company. The delivery of an Election to Terminate with respect to an Eligible Borrower or a Change in Jurisdiction of an Eligible Borrower shall not affect any obligation of the relevant Eligible Borrower theretofore incurred. The Administrative Agent shall promptly (i) give notice to the Banks of its receipt of any Election to Participate, Election to Terminate or notice of a change in the jurisdiction of organization or formation of an Eligible Borrower pursuant to Section 5.01(j) and (ii) provide such structure Election to become a Participate or Election to Terminate to each Bank. Any Bank may, with notice to the Administrative Agent and the Company, fulfill its Commitment to any Eligible Borrower hereunder after such conversion, provided the converting Borrower ceases to be a Borrower hereunder on or prior to such conversion and provided that such master trust is formed not organized under the laws of a State in the United States or any State thereof by causing an Affiliate of such Bank to act as the Bank in respect of such Eligible Borrower; provided that, for all purposes of voting or consenting with respect to (a) any amendment, supplementation or modification of any Loan Document, (b) any waiver of any requirements of any Loan Document or any Default or Event of Default and its consequences, or (Bc) any other matter as to which a Bank may vote or consent pursuant to Section 11.06 of this Agreement, the extent that an existing Borrower which is a “master trust” is merged into (or transfers all or substantially all of its assets and liabilities to) its feeder fund (Bank making such election shall be deemed the “Former Feeder Fund”)Person” rather than such Affiliate, no consent which shall not be required for such Former Feeder Fund entitled to become a Borrower if in connection with such merger vote or transfer such Former Feeder Fund shall hold all consent. As soon as practicable after receiving notice from the Company or substantially all the assets and liabilities Administrative Agent of the prior master trust, such Former Feeder Fund Company’s intent to designate any Eligible Subsidiary that is formed not organized under the laws of a State in the United States andor any State thereof as a Borrower, prior to such merger or transfer, such Former Feeder Fund shall have no Debt. Additional Borrowers may be added to this Agreement only once per each calendar quarter. Each new Borrower added to the Credit Facility and in any event within two Domestic Business Days after the addition delivery of five (5) new Borrowers shall pay a new Borrower’s fee in the amount of $1,500 an executed Election to Participate to the Administrative Agent, provided that the Administrative Agent may, in its sole discretion, waive the requirement pursuant to pay such fee. To the extent that the Banks deem that the Permitted Asset Coverage Ratio is insufficient with respect to any Additional Borrower, the Joinder in which such Additional Borrower becomes a Borrower may, with the agreement of such Additional Borrower and each Bank, contain language amending this Agreement to provide for a different Permitted Asset Coverage Ratio Section 2.18(a) with respect to such Additional Eligible Subsidiary, any Bank that is prohibited by law or by any bona fide policy of general applicability from lending to, establishing credit for the account of and/or doing any business whatsoever with Persons in the jurisdiction of such Eligible Subsidiary directly or through an Affiliate of such Bank as provided in the immediately preceding paragraph (a “Protesting Bank”) shall so notify the Company and the Administrative Agent in writing. With respect to each Protesting Bank, the Company shall, effective on or before the date that such Eligible Borrower shall have the right to borrow hereunder, either (A) notify the Administrative Agent and such Protesting Bank that the Commitments of such Protesting Bank shall be terminated; provided that such Protesting Bank shall have received payment of an amount equal to the outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder (notwithstanding any provision herein providing that such amounts shall be applied to the Banks ratably), or (B) cancel its request to designate such Eligible Subsidiary as an “Eligible Borrower” hereunder.

Additional Borrowers. Other investment companies (or series of investment companies), in addition to those Borrowers which are original signatories to this Agreement, may, with the written approval of all the Banks, become parties to this Agreement and be deemed Tranche A Borrowers for all purposes of this Agreement by executing an instrument substantially in the form of Exhibit G hereto (with such changes therein may be approved by the Banks), which instrument shall (i) have attached to it a copy of this Agreement (as the same may have been amended) with a revised Allocation Notice reflecting the participation of such additional investment company and (ii) be accompanied by the documents and instruments required to be delivered by the Borrowers pursuant to Section 3.1 hereof, including, without limitation, an opinion of counsel for such Borrower, in a form reasonably satisfactory to the Administrative Agent and its counsel; provided, that the joinder of any additional Borrower shall be effective no earlier than five (5) Business Days following receipt by the Banks of such documents and information requested by the Administrative Agent or any Bank that are reasonably required in order to comply with “know-your-customer” and other anti-terrorism, anti-money laundering and similar rules and regulations, including without limitation the USA PATRIOT Act; and provided, furtherhowever, that no such additional Borrower shall be added unless each of the Banks consent, except that (A) to the extent an existing Borrower converts to a “master/feeder” structure, no consent shall be required for the master trust in such structure to become a Borrower hereunder after such conversion, provided the converting Borrower ceases to be a Borrower hereunder on or prior to such conversion and provided that such master trust is formed under the laws of a State in the United States and (B) to the extent that an existing Borrower which is a “master trust” is merged into (or transfers all or substantially all of its assets and liabilities to) its feeder fund (the “Former Feeder Fund”), no consent shall be required for such Former Feeder Fund to become a Borrower if in connection with such merger or transfer such Former Feeder Fund shall hold all or substantially all the assets and liabilities of the prior master trust, such Former Feeder Fund is formed under the laws of a State in the United States and, and prior to such merger or transfer, such Former Feeder Fund shall have no Debt. Additional Borrowers may be added to this Agreement only once per each calendar quarter. Each new Borrower added to Notwithstanding the Credit Facility above paragraph, the Banks hereby agree that, at any time within 60 days after the addition Effective Date and without further consent of five (5) new the Banks, those investment companies identified on Schedule 8.7 hereto may be added as Borrowers shall pay a new Borrower’s fee in the amount of $1,500 to the Administrative Agentunder this Agreement, provided that all of the requirements (other than the further consent of the Banks) of this Section 8.7 have been met. The Administrative Agent may, in its sole discretion, waive the requirement shall give prompt notice to pay such fee. To the extent that the Banks deem that of any such addition of new Borrowers under this paragraph and shall deliver to the Permitted Asset Coverage Ratio is insufficient with respect Banks copies of such documents delivered to any Additional Borrower, the Joinder it in which such Additional Borrower becomes connection therewith. No investment company (or series of an investment company) shall be admitted as a party to this Agreement as a Borrower may, with unless at the agreement time of such Additional Borrower admission and each Bank, contain language amending this Agreement to provide for a different Permitted Asset Coverage Ratio after giving effect thereto: (i) the representations and warranties set forth in Article IV hereof shall be true and correct with respect to such Additional Borrower; (ii) such Borrower shall be in compliance in all material respects with all of the terms and provisions set forth herein on its part to be observed or performed at the time of the admission and after giving effect thereto; and (iii) no Default or Event of Default with respect to such Borrower shall have occurred and be continuing.

Additional Borrowers. Other investment companies (a) If any Person (other than an Excluded Subsidiary or series a Sponsored REIT) becomes a Wholly-Owned Subsidiary of investment companies)any Borrower or if at any time any Person formerly qualifying as an Excluded Subsidiary ceases to meet the requirements for qualification as an Excluded Subsidiary, in addition the Borrower shall, on or prior to those Borrowers which are original signatories to this Agreement, may, with the written approval of all the Banks, become parties to this Agreement and be deemed Tranche A Borrowers for all purposes of this Agreement by executing an instrument substantially in the form of Exhibit G hereto (with such changes therein may be approved by the Banks), which instrument shall (i) have attached to it a copy of this Agreement (as the same may have been amended) with a revised Allocation Notice reflecting the participation of such additional investment company and (ii) be accompanied by the documents and instruments required to be delivered by the Borrowers date that Borrower’s next quarterly Compliance Certificate is due pursuant to Section 3.1 hereof, including, without limitation, an opinion of counsel for 6.02(a)(i) cause such Borrower, in Person to become a form reasonably satisfactory Borrower by executing and delivering to the Administrative Agent the Joinder Documents, and its counsel; provided, that the joinder of any additional Borrower shall be effective no earlier than five (5) Business Days following receipt by the Banks of cause such documents and information requested by Person to deliver to the Administrative Agent documents of the types referred to in clauses (iii), (iv), (v), (vii) and (ix) of Section 4.01(a) (unless waived by Administrative Agent), all in form, content and scope similar to those provided with respect to the Borrower as of Closing. Notwithstanding the immediately preceding sentence, if the date on which any Person (other than an Excluded Subsidiary or a Sponsored REIT) becomes a Wholly-Owned Subsidiary of any Bank that are reasonably required in order Borrower or if at any time any Person formerly qualifying as an Excluded Subsidiary ceases to comply with “know-your-customer” and other anti-terrorismmeet the requirements for qualification as an Excluded Subsidiary occurs after the end of a fiscal quarter but on or before the date of Borrower’s delivery of the Compliance Certificate for such quarter, anti-money laundering and similar rules and regulations, including without limitation the USA PATRIOT Act; and provided, further, that no such additional Borrower shall be added unless each of the Banks consent, except that (A) to the extent an existing Borrower converts to a “master/feeder” structure, no consent shall be required for the master trust in cause such structure Person to become a Borrower hereunder after such conversionBorrower, provided in the converting Borrower ceases to be a Borrower hereunder manner described above, on or prior to such conversion and provided the date that such master trust Borrower’s next quarterly Compliance Certificate is formed under the laws of due pursuant to Section 6.02(a)(i). No Person that is not a State in the “United States and (BPerson” within the meaning of Section 7701(a)(30) to of the extent that an existing Borrower which is a “master trust” is merged into (or transfers all or substantially all of its assets and liabilities to) its feeder fund (the “Former Feeder Fund”), no consent Code shall be required for such Former Feeder Fund to become a Borrower if in connection with such merger or transfer such Former Feeder Fund shall hold all or substantially all the assets and liabilities of the prior master trust, such Former Feeder Fund is formed under the laws of a State in the United States and, prior to such merger or transfer, such Former Feeder Fund shall have no Debt. Additional Borrowers may be added pursuant to this Agreement only once per each calendar quarter. Each new Borrower added to the Credit Facility after the addition of five (5Section 6.12(a) new Borrowers shall pay a new Borrower’s fee unless all Lenders consent thereto in the amount of $1,500 to the Administrative Agent, provided that the Administrative Agent may, in its sole discretion, waive the requirement to pay such fee. To the extent that the Banks deem that the Permitted Asset Coverage Ratio is insufficient with respect to any Additional Borrower, the Joinder in which such Additional Borrower becomes a Borrower may, with the agreement of such Additional Borrower and each Bank, contain language amending this Agreement to provide for a different Permitted Asset Coverage Ratio with respect to such Additional Borrowerwriting.

Additional Borrowers. Other investment companies (or series of investment companies), in addition to those Borrowers which are original signatories to this Agreement, may, with the written approval of all the Banks, become parties to this Agreement and be deemed Tranche A Borrowers for all purposes of this Agreement by executing an instrument substantially in the form of Exhibit G hereto (with such changes therein may be approved by the Banks), which instrument shall (i) have attached to it a copy of this Agreement (as the same may have been amended) with a revised Allocation Notice reflecting the participation of such additional investment company and (ii) be accompanied by the documents and instruments required to be delivered by the Borrowers pursuant to Section 3.1 hereof, including, without limitation, an opinion of counsel for such Borrower, in a form reasonably satisfactory Upon 30 days’ prior notice to the Administrative Agent (or such shorter period of time to which the Administrative Agent may agree), and subject to the written consent of the Revolving Lenders, which consent of each Revolving Lender shall not be unreasonably withheld (it being understood that a Revolving Lender shall be deemed to have acted reasonably in withholding its counsel; providedconsent if (i) it is unlawful for such Revolving Lender to make Revolving Loans under this Agreement to the proposed additional Borrower, (ii) such Revolving Lender cannot or has not determined that it is lawful to do so, (iii) the joinder making of any a Revolving Loan to the proposed additional Borrower shall might reasonably be effective no earlier than five expected to subject such Lender to adverse tax consequences, (5iv) Business Days following receipt such Lender is required or has determined that it is prudent to register or file in the jurisdiction of formation or organization of the proposed additional Borrower and it does not wish to do so or (v) such Lender is restricted by operational or administrative procedures or other applicable internal policies from extending credit under this Agreement to Persons in the jurisdiction in which the proposed additional Borrower is located), the Company may designate one or more Guarantors to be additional joint and several direct Borrowers hereunder by written request to the Administrative Agent accompanied by (a) an executed Assumption Agreement and appropriate Notes (to the extent requested by any Lender) executed by the Banks designated Guarantor, (b) a certificate of good standing of the designated Guarantor in the jurisdiction of its incorporation or organization, (c) a certified resolution of such documents Guarantor’s board of directors or other governing body authorizing the execution and information delivery of the Assumption Agreement and such Notes, (d) a written consent to the Assumption Agreement executed by each Guarantor, (e) appropriate written legal opinions reasonably requested by the Administrative Agent with respect to such new Borrower and the Assumption Agreement covering matters similar to those covered in the opinions delivered on the Closing Date and (f) such documentation and other evidence as is reasonably requested by the Administrative Agent or any Bank that are reasonably required Lender in order for the Administrative Agent or such Lender to comply carry out and be satisfied that it has complied with the results of all necessary “know-your-know your customer” and or other anti-terrorism, anti-money laundering and similar rules and regulations, including without limitation checks under the USA PATRIOT Act; , under similar regulations and, if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, and providedthat it is not otherwise prohibited by Law from making Loans to such new Borrower. The Obligations of any additional Borrowers designated pursuant to this Section 2.17 may be limited as to amount as directed by the Company. The Administrative Agent shall promptly notify the Lenders of such request, further, that no together with copies of such additional Borrower shall be added unless each of the Banks consent, except that (A) to foregoing as any Lender may request and the extent an existing Borrower converts to a “master/feeder” structure, no consent designated Guarantor shall be required for the master trust in such structure to become a Borrower hereunder after such conversion, provided the converting Borrower ceases to be a Borrower hereunder on or prior to such conversion and provided that such master trust is formed under the laws of a State in the United States and (B) to the extent that an existing Borrower which is a “master trust” is merged into (or transfers all or substantially all of its assets and liabilities to) its feeder fund (the “Former Feeder Fund”), no consent shall be required for such Former Feeder Fund to become a Borrower if in connection with such merger or transfer such Former Feeder Fund shall hold all or substantially all the assets and liabilities of the prior master trust, such Former Feeder Fund is formed under the laws of a State in the United States and, prior to such merger or transfer, such Former Feeder Fund shall have no Debt. Additional Borrowers may be added to this Agreement only once per each calendar quarter. Each new Borrower added to the Credit Facility after the addition of five (5) new Borrowers shall pay a new Borrower’s fee in the amount of $1,500 to the Administrative Agent, provided that the Administrative Agent may, in its sole discretion, waive the requirement to pay such fee. To the extent that the Banks deem that the Permitted Asset Coverage Ratio is insufficient with respect to any Additional Borrower, the Joinder in which such Additional Borrower becomes a Borrower may, with the agreement of such Additional Borrower and each Bank, contain language amending this Agreement to provide for a different Permitted Asset Coverage Ratio with respect to such Additional Borrowerhereunder.

Additional Borrowers. Other investment companies (or series of investment companies), in addition to those Borrowers which are original signatories to this Agreement, may, with the written approval of all the Banks, become parties to this Agreement and be deemed Tranche A Borrowers or Tranche A Borrowers and Tranche B Borrowers, as applicable, in each case for all purposes of this Agreement by executing an instrument substantially in the form of Exhibit G hereto (with such changes therein may be approved by the BanksAdministrative Agent), which instrument shall (i) have attached to it a copy of this Agreement (as the same may have been amended) with a revised Allocation Notice reflecting the participation of such additional investment company and (ii) be accompanied by the documents and instruments required to be delivered by the Borrowers pursuant to Section 3.1 hereof, including, without limitation, an opinion of counsel for such Borrower, in a form reasonably satisfactory to the Administrative Agent and its counsel; provided, that the joinder of any additional Additional Borrower shall be effective no earlier than five (5) Business Days following receipt by the Banks of such documents and information requested by the Administrative Agent or any Bank that are reasonably required in order to comply with “know-your-customer” and other anti-terrorism, anti-money laundering and similar rules and regulations, including without limitation the USA PATRIOT Act; and provided, further, that no such additional Additional Borrower shall be added unless each of the Banks consentBank consents, except that (A) to the extent an existing Borrower converts to a “master/feeder” structure, no consent shall be required for the master trust in such structure to become a Borrower hereunder after such conversion, provided the converting Borrower ceases to be a Borrower hereunder on or prior to such conversion and provided that such master trust is formed under the laws of a State in the United States and (B) to the extent that an existing Borrower which is a “master trust” is merged into (or transfers all or substantially all of its assets and liabilities to) its feeder fund (the “Former Feeder Fund”), no consent shall be required for such Former Feeder Fund to become a Borrower if in connection with such merger or transfer such Former Feeder Fund shall hold all or substantially all the assets and liabilities of the prior master trust, such Former Feeder Fund is formed under the laws of a State in the United States and, prior to such merger or transfer, such Former Feeder Fund shall have no Debt. The Joinder pursuant to which an Additional Borrower becomes a Borrower under this Agreement shall specify whether such Additional Borrower is a Tranche A Borrower or a Tranche A Borrower and a Tranche B Borrower. Additional Borrowers may be added to this Agreement only once per each calendar quarter. Each new Borrower added to the Credit Facility after the addition of five (5) new Borrowers shall pay a new Borrower’s fee in the amount of $1,500 to the Administrative Agent, provided that the Administrative Agent may, in its sole discretion, waive the requirement to pay such fee. To the extent that the Banks deem that the Permitted Asset Coverage Ratio is insufficient with respect to any Additional Borrower, the Joinder in which such Additional Borrower becomes a Borrower may, with the agreement of such Additional Borrower and each Bank, contain language amending this Agreement to provide for a different Permitted Asset Coverage Ratio with respect to such Additional Borrower.

Additional Borrowers. Other investment companies (or series If after the Closing Date, a Subsidiary of investment companies)the Operating Partnership desires to become a Borrower hereunder, in addition to those Borrowers which are original signatories to this Agreement, may, with the written approval of all the Banks, become parties to this Agreement and be deemed Tranche A Borrowers for all purposes of this Agreement by executing an instrument substantially in the form of Exhibit G hereto (with such changes therein may be approved by the Banks), which instrument shall Subsidiary shall: (i) have attached provide at least five Business Days’ prior notice to it a copy of this Agreement (as the same may have been amended) with a revised Allocation Notice reflecting the participation of Administrative Agent, and such additional investment company and notice shall designate under what Tranche such Subsidiary proposes to borrow; (ii) be accompanied by duly execute and deliver to the documents Administrative Agent a Borrower Accession Agreement; (iii) satisfy all of the conditions with respect thereto set forth in this Section 5.01(p) in form and instruments required to be delivered by the Borrowers pursuant to Section 3.1 hereof, including, without limitation, an opinion of counsel for such Borrower, in a form substance reasonably satisfactory to the Administrative Agent and its counselAgent; provided, that (iv) satisfy the joinder “know your customer” requirements of any additional Borrower shall be effective no earlier than five (5) Business Days following receipt by the Banks of such documents and information requested by the Administrative Agent and each relevant Lender and (v) obtain the consent of each Lender, which Digital Realty - Term Loan Agreement may be given or any Bank that are reasonably required in order to comply with “know-your-customer” and other anti-terrorism, anti-money laundering and similar rules and regulations, including without limitation the USA PATRIOT Act; and provided, further, that no such additional Borrower shall be added unless each of the Banks consent, except that (A) to the extent an existing Borrower converts to a “master/feeder” structure, no consent shall be required for the master trust withheld in such structure Lender’s sole discretion, in the applicable Tranche under which such Additional Borrower proposes to become a Borrower hereunder after that such conversion, provided the converting Additional Borrower ceases to be is acceptable as a Borrower hereunder under the Loan Documents. Each such Subsidiary’s addition as a Borrower shall also be conditioned upon the Administrative Agent having received (x) a certificate signed by a duly authorized officer of such Subsidiary, dated the date of such Borrower Accession Agreement certifying that: (1) the representations and warranties contained in each Loan Document are true and correct in all material respects on or prior and as of such date, before and after giving effect to such conversion Subsidiary becoming an Additional Borrower and provided that as though made on and as of such master trust is formed under the laws of a State in the United States and date (B) except to the extent that such representations and warranties relate solely to an existing Borrower earlier date (in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date) and (2) no Default or Event of Default has occurred and is continuing as of such date or would occur as a “master trust” is merged into result of such Subsidiary becoming an Additional Borrower, (or transfers all or substantially y) all of its assets and liabilities to) its feeder fund (the “Former Feeder Fund”documents set forth in Sections 3.01(a)(iii), no consent shall be required for such Former Feeder Fund to become a Borrower if in connection (iv), (v), (vi), (vii) and (ix) with such merger or transfer such Former Feeder Fund shall hold all or substantially all the assets and liabilities of the prior master trust, such Former Feeder Fund is formed under the laws of a State in the United States and, prior respect to such merger or transfer, Subsidiary and (z) a corporate formalities legal opinion relating to such Former Feeder Fund shall have no Debt. Additional Borrowers may be added to this Agreement only once per each calendar quarter. Each new Borrower added to the Credit Facility after the addition of five (5) new Borrowers shall pay a new Borrower’s fee in the amount of $1,500 Subsidiary from counsel reasonably acceptable to the Administrative Agent, all in form and substance reasonably satisfactory to the Administrative Agent. Upon such Subsidiary’s addition as an Additional Borrower, such Subsidiary shall be deemed to be a Borrower hereunder. The Administrative Agent shall promptly notify each applicable Lender upon each Additional Borrower’s addition as a Borrower hereunder and shall, upon request by any Lender, provide such Lender with a copy of the executed Borrower Accession Agreement. With respect to the accession of any Additional Borrower to a Tranche, such Additional Borrower shall be responsible for making a determination as to whether it is capable of making payments to each Lender under the applicable Tranche without the incurrence of withholding taxes, provided that each such Lender shall provide such properly completed and executed documentation described in Section 2.11 or otherwise reasonably requested by such Additional Borrower as may be necessary for such Additional Borrower to determine the amount of any applicable withholding taxes and the Administrative Agent may, and such Lender shall cooperate in its sole discretion, waive all reasonable respects with the requirement to pay such fee. To the extent that the Banks deem that the Permitted Asset Coverage Ratio is insufficient Borrowers and their tax advisors in connection with respect to any Additional Borrower, the Joinder in which analysis necessary for such Additional Borrower becomes a Borrower may, with the agreement of to make such Additional Borrower and each Bank, contain language amending this Agreement to provide for a different Permitted Asset Coverage Ratio with respect to such Additional Borrowerdetermination.

Additional Borrowers. Other investment companies (or series of investment companies), in addition to those Borrowers which are original signatories to this Agreement, may, with the written approval of all the Banks, become parties to this Agreement and be deemed Tranche A Borrowers for all purposes of this Agreement by executing an instrument substantially in the form of Exhibit G hereto (with such changes therein may be approved by the BanksAdministrative Agent), which instrument shall (i) have attached to it a copy of this Agreement (as the same may have been amended) with a revised Allocation Notice reflecting the participation of such additional investment company and (ii) be accompanied by the documents and instruments required to be delivered by the Borrowers pursuant to Section 3.1 hereof, including, without limitation, an opinion of counsel for such Borrower, in a form reasonably satisfactory to the Administrative Agent and its counsel; provided, that the joinder of any additional Borrower shall be effective no earlier than five (5) Business Days following receipt by the Banks of such documents and information requested by the Administrative Agent or any Bank that are reasonably required in order to comply with “"know-your-customer” " and other anti-terrorism, anti-money laundering and ACTIVE 255598135 similar rules and regulations, including without limitation the USA PATRIOT Act; and provided, further, that no such additional Borrower shall be added unless each of the Banks consent, except that (A) to the extent an existing Borrower converts to a “"master/feeder” " structure, no consent shall be required for the master trust in such structure to become a Borrower hereunder after such conversion, provided the converting Borrower ceases to be a Borrower hereunder on or prior to such conversion and provided that such master trust is formed under the laws of a State in the United States and (B) to the extent that an existing Borrower which is a “"master trust” " is merged into (or transfers all or substantially all of its assets and liabilities to) its feeder fund (the “"Former Feeder Fund”"), no consent shall be required for such Former Feeder Fund to become a Borrower if in connection with such merger or transfer such Former Feeder Fund shall hold all or substantially all the assets and liabilities of the prior master trust, such Former Feeder Fund is formed under the laws of a State in the United States and, prior to such merger or transfer, such Former Feeder Fund shall have no Debt. Additional Borrowers may be added to this Agreement only once per each calendar quarter. Each new Borrower added to the Credit Facility after the addition of five (5) new Borrowers shall pay a new Borrower’s 's fee in the amount of $1,500 to the Administrative Agent, provided that the Administrative Agent may, in its sole discretion, waive the requirement to pay such fee. To the extent that the Banks deem that the Permitted Asset Coverage Ratio is insufficient with respect to any Additional Borrower, the Joinder in which such Additional Borrower becomes a Borrower may, with the agreement of such Additional Borrower and each Bank, contain language amending this Agreement to provide for a different Permitted Asset Coverage Ratio with respect to such Additional Borrower.. Notwithstanding the above paragraph, the Banks hereby agree that, at any time within ninety (90) days after the Effective Date and without further consent of the Banks, those investment companies identified on Schedule 8.7 hereto may be added as Borrowers under this Agreement, provided that (i) all of the requirements (other than the further consent of the Banks) of this Section

Additional Borrowers. Other investment companies Nielsen may at any time after the Closing Date designate any Subsidiary of the Company organized under the laws of Canada, Ireland, Luxembourg, Switzerland, the Netherlands or the United Kingdom (each such Subsidiary, a “Supplemental Subsidiary Borrower”) as a Borrower under any Incremental Term Loans, Extended Term Loans or series Replacement Term Loan Facility and, in the event the currency of investment companies)the jurisdiction of organization of such Supplemental Subsidiary Borrower is not Euro, may cause such Supplemental Subsidiary Borrower to borrow in the currency of its jurisdiction of organization in addition to those Borrowers any available currencies provided herein at such time; provided that (a) the Administrative Agent and the Lenders making the applicable loans and other extensions of credit have consented to the designation of such Supplemental Subsidiary Borrower as a Borrower hereunder with respect to such loans and other extensions of credit (it being understood that the consent of any other Lenders or the Required Lenders shall not be required) and (b) Nielsen shall have delivered to each Lender which are original signatories requests the same information with respect to this Agreement, may, such Supplemental Subsidiary Borrower in accordance with Section 10.20. Upon the written approval receipt by the Administrative Agent of all the Banks, become parties to this a Borrowing Subsidiary Agreement and be deemed Tranche A Borrowers for all purposes of this Agreement by executing an instrument substantially in the form of Exhibit G hereto (with such changes therein may be approved 11.14A executed by the Banksapplicable Supplemental Subsidiary Borrower and a security agreement pledging the Equity Interests of such Supplemental Subsidiary Borrower under applicable Law from the owner of such Equity Interests and security agreements executed by such Supplemental Subsidiary Borrower pledging those assets of such Supplemental Subsidiary Borrower which are customarily pledged in connection with similar loans or extensions of credit under applicable Law in the jurisdiction in which such Supplemental Subsidiary Borrower is organized (but in all cases subject to the limitations and exclusions set forth in Section 6.11, which shall apply to any such pledge), which instrument shall (i) have attached to it a copy of this Agreement (as the same may have been amended) with a revised Allocation Notice reflecting the participation of such additional investment company and (ii) be accompanied by the documents and instruments required to be delivered by the Borrowers pursuant to Section 3.1 hereof, including, without limitation, an opinion of counsel for such Borrower, in a form reasonably satisfactory to the Administrative Agent and its counsel; provided, that the joinder of any additional Supplemental Subsidiary Borrower shall be effective no earlier a Borrower and a party to this Agreement. It is understood and agreed that a pledge in respect of assets of, or Equity Interests in, a Supplemental Subsidiary Borrower organized in a jurisdiction other than five (5) Business Days following receipt by the Banks of such documents and information requested by the Administrative Agent United States or any Bank that are reasonably required state thereof may consist of substantially less collateral than would otherwise be subject to a customary lien in order to comply with “know-your-customer” and other anti-terrorism, anti-money laundering and similar rules and regulations, including without limitation respect of all assets of an entity organized under the USA PATRIOT Act; and provided, further, that no such additional laws of the United States or any state thereof. A Supplemental Subsidiary Borrower shall be added unless each of the Banks consent, except that (A) to the extent an existing Borrower converts to a “master/feeder” structure, no consent shall be required for the master trust in such structure to become a Borrower hereunder after such conversion, provided the converting Borrower ceases cease to be a Borrower hereunder on at such time as no Loans, fees or prior any other amounts due in connection therewith pursuant to the terms hereof shall be outstanding by such conversion Supplemental Subsidiary Borrower and provided that such master trust is formed under Supplemental Subsidiary Borrower and Nielsen shall have executed and delivered to the laws of Administrative Agent a State Borrowing Subsidiary Termination substantially in the United States form of Exhibit 11.14B. Without the consent of any other Agents or Lenders, the Administrative Agent and (B) to the extent that an existing Borrower which is a “master trust” is merged into (or transfers all or substantially all of its assets and liabilities to) its feeder fund (the “Former Feeder Fund”), no consent shall be required for Nielsen may effect such Former Feeder Fund to become a Borrower if in connection with such merger or transfer such Former Feeder Fund shall hold all or substantially all the assets and liabilities of the prior master trust, such Former Feeder Fund is formed under the laws of a State in the United States and, prior to such merger or transfer, such Former Feeder Fund shall have no Debt. Additional Borrowers may be added amendments to this Agreement only once per each calendar quarter. Each new Borrower added to and the Credit Facility after the addition of five (5) new Borrowers shall pay a new Borrower’s fee other Loan Documents as may be necessary or appropriate, in the amount reasonable opinion of $1,500 to the Administrative Agent, provided that the Administrative Agent mayand Nielsen, in its sole discretionto effect the provisions of this Section 11.14, waive the requirement including to pay such feeadd provisions regarding interest rate terms and definitions. To the extent that the Banks deem that the Permitted Asset Coverage Ratio is insufficient Any Supplemental Subsidiary Borrower shall be a Guarantor with respect to any Additional Borrower, the Joinder in Loans for which such Additional Borrower becomes it is not a Borrower may, with the agreement of such Additional Borrower and each Bank, contain language amending this Agreement to provide for a different Permitted Asset Coverage Ratio with respect to such Additional Borrower.

Additional Borrowers. Other investment companies Subject to Section 8.14, Centuri may at any time, upon not less than fifteen (15) Business Days’ notice from Centuri to the Administrative Agent and the Lenders (or series of investment companiessuch shorter period as may be agreed by the Administrative Agent in its sole discretion), request that a Wholly-Owned US Subsidiary or Wholly-Owned Canadian Subsidiary (each, an “Applicant Borrower”) be designated as an Additional Borrower to receive Loans and request Letters of Credit hereunder by delivering to the Administrative Agent (which shall promptly deliver counterparts thereof to each Lender) a duly executed notice and agreement in addition substantially the form of Exhibit I (an “Additional Borrower Request and Assumption Agreement”); provided that no US Subsidiary or Canadian Subsidiary may be designated as an Additional Borrower without the consent of each Revolving Credit Lender unless such US Subsidiary or Canadian Subsidiary is already a US Subsidiary Guarantor or Canadian Subsidiary Guarantor, as applicable. The parties hereto acknowledge and agree that prior to those any Applicant Borrower becoming entitled to utilize the Credit Facilities, the Administrative Agent and the Lenders shall have received such supporting Security Documents, supplements to the Loan Documents, resolutions, incumbency certificates, opinions of counsel, all documentation and other information in order to comply with requirements of any Anti-Money Laundering Laws including, without limitation, the PATRIOT Act and any applicable “know your customer” rules and regulations, Beneficial Ownership Certification 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 Lenders in their sole discretion, and Notes signed by such new Borrowers which are original signatories to this Agreementthe extent any Lenders so require. If the Administrative Agent and the Lenders agree that an Applicant Borrower shall be entitled to receive Loans and request Letters of Credit hereunder, may, with the written approval then promptly following receipt of all such requested documents and information described above, the BanksAdministrative Agent shall send a notice in substantially the form of Exhibit J (an “Additional Borrower Notice”) to Centuri and the Lenders specifying the effective date upon which the Applicant Borrower shall constitute an Additional Borrower for purposes hereof, become whereupon each of the Lenders agrees to permit such Additional Borrower to receive Loans and request Letters of Credit hereunder, on the terms and conditions set forth herein, and each of the parties to this Agreement and agrees that such Additional Borrower otherwise shall be deemed Tranche A Borrowers a Borrower for all purposes of this Agreement by executing an instrument substantially in the form Agreement; provided that no Notice of Exhibit G hereto (with such changes therein Borrowing or Letter of Credit Application may be approved submitted by the Banks), which instrument shall (i) have attached to it a copy of this Agreement (as the same may have been amended) with a revised Allocation Notice reflecting the participation or on behalf of such additional investment company and (ii) be accompanied by Additional Borrower until the documents and instruments required to be delivered by the Borrowers pursuant to Section 3.1 hereof, including, without limitation, an opinion of counsel for such Borrower, in a form reasonably satisfactory to the Administrative Agent and its counsel; provided, that the joinder of any additional Borrower shall be effective no earlier than date five (5) Business Days following receipt by the Banks of such documents and information requested by the Administrative Agent or any Bank that are reasonably required in order to comply with “know-your-customer” and other anti-terrorism, anti-money laundering and similar rules and regulations, including without limitation the USA PATRIOT Act; and provided, further, that no such additional Borrower shall be added unless each of the Banks consent, except that (A) to the extent an existing Borrower converts to a “master/feeder” structure, no consent shall be required for the master trust in such structure to become a Borrower hereunder after such conversion, provided the converting Borrower ceases to be a Borrower hereunder on or prior to such conversion and provided that such master trust is formed under the laws of a State in the United States and (B) to the extent that an existing Borrower which is a “master trust” is merged into (or transfers all or substantially all of its assets and liabilities to) its feeder fund (the “Former Feeder Fund”), no consent shall be required for such Former Feeder Fund to become a Borrower if in connection with such merger or transfer such Former Feeder Fund shall hold all or substantially all the assets and liabilities of the prior master trust, such Former Feeder Fund is formed under the laws of a State in the United States and, prior to such merger or transfer, such Former Feeder Fund shall have no Debt. Additional Borrowers may be added to this Agreement only once per each calendar quarter. Each new Borrower added to the Credit Facility after the addition of five (5) new Borrowers shall pay a new Borrower’s fee in the amount of $1,500 to the Administrative Agent, provided that the Administrative Agent may, in its sole discretion, waive the requirement to pay such fee. To the extent that the Banks deem that the Permitted Asset Coverage Ratio is insufficient with respect to any Additional Borrower, the Joinder in which such Additional Borrower becomes a Borrower may, with the agreement of such Additional Borrower and each Bank, contain language amending this Agreement to provide for a different Permitted Asset Coverage Ratio with respect to such Additional Borrowereffective date.

Additional Borrowers. Other investment companies Subject to Section 8.14, Centuri may at any time, upon not less than fifteen (15) Business Days’ notice from Centuri to the Administrative Agent and the Lenders (or series of investment companiessuch shorter period as may be agreed by the Administrative Agent in its sole discretion), request that a Wholly-Owned US Subsidiary or Wholly-Owned Canadian Subsidiary (each, an “Applicant Borrower”) be designated as an Additional Borrower to receive Loans and request Letters of Credit hereunder by delivering to the Administrative Agent (which shall promptly deliver counterparts thereof to each Lender) a duly executed notice and agreement in addition substantially the form of Exhibit I (an “Additional Borrower Request and Assumption Agreement”); provided that no US Subsidiary or Canadian Subsidiary may be designated as an Additional Borrower without the consent of each Revolving Credit Lender unless such US Subsidiary or Canadian Subsidiary is already a US Subsidiary Guarantor or Canadian Subsidiary Guarantor, as applicable. The parties hereto acknowledge and agree that prior to those any Applicant Borrower becoming entitled to utilize the Credit Facilities, the 146960219_6 165457743_4 Administrative Agent and the Lenders shall have received such supporting Security Documents, supplements to the Loan Documents, resolutions, incumbency certificates, opinions of counsel, all documentation and other information in order to comply with requirements of any Anti-Money Laundering Laws including, without limitation, the PATRIOT Act and any applicable “know your customer” rules and regulations, Beneficial Ownership Certification 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 Lenders in their sole discretion, and Notes signed by such new Borrowers which are original signatories to this Agreementthe extent any Lenders so require. If the Administrative Agent and the Lenders agree that an Applicant Borrower shall be entitled to receive Loans and request Letters of Credit hereunder, may, with the written approval then promptly following receipt of all such requested documents and information described above, the BanksAdministrative Agent shall send a notice in substantially the form of Exhibit J (an “Additional Borrower Notice”) to Centuri and the Lenders specifying the effective date upon which the Applicant Borrower shall constitute an Additional Borrower for purposes hereof, become whereupon each of the Lenders agrees to permit such Additional Borrower to receive Loans and request Letters of Credit hereunder, on the terms and conditions set forth herein, and each of the parties to this Agreement and agrees that such Additional Borrower otherwise shall be deemed Tranche A Borrowers a Borrower for all purposes of this Agreement by executing an instrument substantially in the form Agreement; provided that no Notice of Exhibit G hereto (with such changes therein Borrowing or Letter of Credit Application may be approved submitted by the Banks), which instrument shall (i) have attached to it a copy of this Agreement (as the same may have been amended) with a revised Allocation Notice reflecting the participation or on behalf of such additional investment company and (ii) be accompanied by Additional Borrower until the documents and instruments required to be delivered by the Borrowers pursuant to Section 3.1 hereof, including, without limitation, an opinion of counsel for such Borrower, in a form reasonably satisfactory to the Administrative Agent and its counsel; provided, that the joinder of any additional Borrower shall be effective no earlier than date five (5) Business Days following receipt by the Banks of such documents and information requested by the Administrative Agent or any Bank that are reasonably required in order to comply with “know-your-customer” and other anti-terrorism, anti-money laundering and similar rules and regulations, including without limitation the USA PATRIOT Act; and provided, further, that no such additional Borrower shall be added unless each of the Banks consent, except that (A) to the extent an existing Borrower converts to a “master/feeder” structure, no consent shall be required for the master trust in such structure to become a Borrower hereunder after such conversion, provided the converting Borrower ceases to be a Borrower hereunder on or prior to such conversion and provided that such master trust is formed under the laws of a State in the United States and (B) to the extent that an existing Borrower which is a “master trust” is merged into (or transfers all or substantially all of its assets and liabilities to) its feeder fund (the “Former Feeder Fund”), no consent shall be required for such Former Feeder Fund to become a Borrower if in connection with such merger or transfer such Former Feeder Fund shall hold all or substantially all the assets and liabilities of the prior master trust, such Former Feeder Fund is formed under the laws of a State in the United States and, prior to such merger or transfer, such Former Feeder Fund shall have no Debt. Additional Borrowers may be added to this Agreement only once per each calendar quarter. Each new Borrower added to the Credit Facility after the addition of five (5) new Borrowers shall pay a new Borrower’s fee in the amount of $1,500 to the Administrative Agent, provided that the Administrative Agent may, in its sole discretion, waive the requirement to pay such fee. To the extent that the Banks deem that the Permitted Asset Coverage Ratio is insufficient with respect to any Additional Borrower, the Joinder in which such Additional Borrower becomes a Borrower may, with the agreement of such Additional Borrower and each Bank, contain language amending this Agreement to provide for a different Permitted Asset Coverage Ratio with respect to such Additional Borrowereffective date.

Additional Borrowers. Other investment companies Subject to Section 8.14, Centuri may at any time, upon not less than fifteen (15) Business Days’ notice from Centuri to the Administrative Agent and the Lenders (or series of investment companiessuch shorter period as may be agreed by the Administrative Agent in its sole discretion), request that a Wholly-Owned US Subsidiary or Wholly-Owned Canadian Subsidiary (each, an “Applicant Borrower”) be designated as an Additional Borrower to receive Loans and request Letters of Credit hereunder by delivering to the Administrative Agent (which shall promptly deliver counterparts thereof to each Lender) a duly executed notice and agreement in addition substantially the form of Exhibit I (an “Additional Borrower Request and Assumption Agreement”); provided that no US Subsidiary or Canadian Subsidiary may be designated as an Additional Borrower without the consent of each Revolving Credit Lender unless such US Subsidiary or Canadian Subsidiary is already a US Subsidiary Guarantor or Canadian Subsidiary Guarantor, as applicable. The parties hereto acknowledge and agree that prior to those any Applicant Borrower becoming entitled to utilize the Credit Facilities, the Administrative Agent and the Lenders shall have received such supporting Security Documents, supplements to the Loan Documents, resolutions, incumbency certificates, opinions of counsel, all documentation and other information in order to comply with requirements of any Anti-Money Laundering Laws including, without limitation, the PATRIOT Act and any applicable “know your customer” rules and regulations, Beneficial Ownership Certification 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 Lenders in their sole discretion, and Notes signed by such new Borrowers which are original signatories to this Agreementthe extent any Lenders so require. If the Administrative Agent and the Lenders agree that an Applicant Borrower shall be entitled to receive Loans and request Letters of Credit hereunder, may, with the written approval then promptly following receipt of all such requested documents and information described above, the BanksAdministrative Agent shall send a notice in substantially the form of Exhibit J (an “Additional Borrower Notice”) to Centuri and the Lenders specifying the effective date upon which the Applicant Borrower shall constitute an Additional Borrower for purposes hereof, become whereupon each of the Lenders agrees to permit such Additional Borrower to receive Loans and request Letters of Credit hereunder, on the terms and conditions set forth herein, and each of the parties to this Agreement and agrees that such Additional Borrower 146960219_6 otherwise shall be deemed Tranche A Borrowers a Borrower for all purposes of this Agreement by executing an instrument substantially in the form Agreement; provided that no Notice of Exhibit G hereto (with such changes therein Borrowing or Letter of Credit Application may be approved submitted by the Banks), which instrument shall (i) have attached to it a copy of this Agreement (as the same may have been amended) with a revised Allocation Notice reflecting the participation or on behalf of such additional investment company and (ii) be accompanied by Additional Borrower until the documents and instruments required to be delivered by the Borrowers pursuant to Section 3.1 hereof, including, without limitation, an opinion of counsel for such Borrower, in a form reasonably satisfactory to the Administrative Agent and its counsel; provided, that the joinder of any additional Borrower shall be effective no earlier than date five (5) Business Days following receipt by the Banks of such documents and information requested by the Administrative Agent or any Bank that are reasonably required in order to comply with “know-your-customer” and other anti-terrorism, anti-money laundering and similar rules and regulations, including without limitation the USA PATRIOT Act; and provided, further, that no such additional Borrower shall be added unless each of the Banks consent, except that (A) to the extent an existing Borrower converts to a “master/feeder” structure, no consent shall be required for the master trust in such structure to become a Borrower hereunder after such conversion, provided the converting Borrower ceases to be a Borrower hereunder on or prior to such conversion and provided that such master trust is formed under the laws of a State in the United States and (B) to the extent that an existing Borrower which is a “master trust” is merged into (or transfers all or substantially all of its assets and liabilities to) its feeder fund (the “Former Feeder Fund”), no consent shall be required for such Former Feeder Fund to become a Borrower if in connection with such merger or transfer such Former Feeder Fund shall hold all or substantially all the assets and liabilities of the prior master trust, such Former Feeder Fund is formed under the laws of a State in the United States and, prior to such merger or transfer, such Former Feeder Fund shall have no Debt. Additional Borrowers may be added to this Agreement only once per each calendar quarter. Each new Borrower added to the Credit Facility after the addition of five (5) new Borrowers shall pay a new Borrower’s fee in the amount of $1,500 to the Administrative Agent, provided that the Administrative Agent may, in its sole discretion, waive the requirement to pay such fee. To the extent that the Banks deem that the Permitted Asset Coverage Ratio is insufficient with respect to any Additional Borrower, the Joinder in which such Additional Borrower becomes a Borrower may, with the agreement of such Additional Borrower and each Bank, contain language amending this Agreement to provide for a different Permitted Asset Coverage Ratio with respect to such Additional Borrowereffective date.

Additional Borrowers. Other investment companies (or series of investment companies), in addition to those Borrowers which are original signatories to this Agreement, may, with the written approval of all the Banks, become parties to this Agreement and be deemed Tranche A Borrowers for all purposes of this Agreement by executing an instrument substantially in the form of Exhibit G hereto (with such changes therein may be approved by the Banks), which instrument shall (i) have attached to it a copy of this Agreement (as the same may have been amended) with a revised Allocation Notice reflecting the participation of such additional investment company and (ii) be accompanied by the documents and instruments required to be delivered by the Borrowers pursuant to Section 3.1 hereof, including, without limitation, an opinion of counsel for such Borrower, in a form reasonably satisfactory Upon 30 days’ prior notice to the Administrative Agent (or such shorter period of time to which the Administrative Agent may agree), and subject to the written consent of the Revolving Lenders, which consent of each Revolving Lender shall not be unreasonably withheld (it being understood that a Revolving Lender shall be deemed to have acted reasonably in withholding its counsel; providedconsent if (i) it is unlawful for such Revolving Lender to make Revolving Loans under this Agreement to the proposed additional Borrower, (ii) such Revolving Lender cannot or has not determined that it is lawful to do so, (iii) the joinder making of any a Revolving Loan to the proposed additional Borrower shall might reasonably be effective no earlier than five expected to subject such Lender to adverse tax consequences, (5iv) Business Days following receipt such Lender is required or has determined that it is prudent to register or file in the jurisdiction of formation or organization of the proposed additional Borrower and it does not wish to do so or (v) such Lender is restricted by operational or administrative procedures or other applicable internal policies from extending credit under this Agreement to Persons in the jurisdiction in which the proposed additional Borrower is located), the Company may designate one or more Guarantors to be additional joint and several direct Borrowers hereunder by written request to the Administrative Agent accompanied by (a) an executed Assumption Agreement and appropriate Notes (to the extent requested by any Lender) executed by the Banks designated Guarantor, (b) a certificate of good standing of the designated Guarantor in the jurisdiction of its incorporation or organization, (c) a certified resolution of such documents Guarantor’s board of directors or other governing body authorizing the execution and information delivery of the Assumption Agreement and such Notes, (d) a written consent to the Assumption Agreement executed by each Guarantor, (e) appropriate written legal opinions reasonably requested by the Administrative Agent with respect to such new Borrower and the Assumption Agreement covering matters similar to those covered in the opinions delivered on the Closing Date (and, if such written request is made on or after the date of occurrence of a Collateral Trigger Event, if applicable, those covered in the collateral-related opinions delivered pursuant to Section 6.09) and (f) such documentation and other evidence as is reasonably requested by the Administrative Agent or any Bank that are reasonably required Lender in order for the Administrative Agent or such Lender to comply carry out and be satisfied it has complied with the results of all necessary “know-your-know your customer” and or other anti-terrorism, anti-money laundering and similar rules and regulations, including without limitation checks under the USA PATRIOT Act; , under similar regulations and, if the Borrower qualifies as a “legal entity customer,” under the Beneficial Ownership Regulation and providedis not otherwise prohibited by Law from making Loans to such new Borrower. The Obligations of any additional Borrowers designated pursuant to this Section 2.17 may be limited as to amount as directed by the Company. The Administrative Agent shall promptly notify the Lenders of such request, further, that no together with copies of such additional Borrower shall be added unless each of the Banks consent, except that (A) to foregoing as any Lender may request and the extent an existing Borrower converts to a “master/feeder” structure, no consent designated Guarantor shall be required for the master trust in such structure to become a Borrower hereunder after such conversion, provided the converting Borrower ceases to be a Borrower hereunder on or prior to such conversion and provided that such master trust is formed under the laws of a State in the United States and (B) to the extent that an existing Borrower which is a “master trust” is merged into (or transfers all or substantially all of its assets and liabilities to) its feeder fund (the “Former Feeder Fund”), no consent shall be required for such Former Feeder Fund to become a Borrower if in connection with such merger or transfer such Former Feeder Fund shall hold all or substantially all the assets and liabilities of the prior master trust, such Former Feeder Fund is formed under the laws of a State in the United States and, prior to such merger or transfer, such Former Feeder Fund shall have no Debt. Additional Borrowers may be added to this Agreement only once per each calendar quarter. Each new Borrower added to the Credit Facility after the addition of five (5) new Borrowers shall pay a new Borrower’s fee in the amount of $1,500 to the Administrative Agent, provided that the Administrative Agent may, in its sole discretion, waive the requirement to pay such fee. To the extent that the Banks deem that the Permitted Asset Coverage Ratio is insufficient with respect to any Additional Borrower, the Joinder in which such Additional Borrower becomes a Borrower may, with the agreement of such Additional Borrower and each Bank, contain language amending this Agreement to provide for a different Permitted Asset Coverage Ratio with respect to such Additional Borrowerhereunder.

Additional Borrowers. Other investment companies Holdings may from time to time request that (x) one or series of investment companies)more additional Domestic Subsidiaries be added as Borrowers under the Term A Facility and the Revolving Credit Facility and/or (y) one or more additional Foreign Subsidiaries be added as Borrowers under the Revolving Credit Facility, in addition each case, which request shall be subject to those Borrowers which are original signatories to this Agreement, may, with the written approval of all the Banks, become parties to this Agreement Administrative Agent and be deemed Tranche each of the Term A Borrowers for all purposes of this Agreement by executing an instrument substantially Lenders and Revolving Credit Lenders (in the form of Exhibit G hereto (with such changes therein may be approved by the Banks), which instrument shall (i) have attached to it a copy of this Agreement (as the same may have been amended) with a revised Allocation Notice reflecting the participation case of such additional investment company Domestic Subsidiaries) or the Administrative Agent and each of the Revolving Credit Lenders (in the case of such Foreign Subsidiaries). If (1) the Administrative Agent and all Term A Lenders and Revolving Credit Lenders consent to the addition of such Domestic Subsidiary as a Term A Borrower under the Term A Facility and a Revolving Credit Borrower under the Revolving Credit Facility and (ii2) the Administrative Agent and all Revolving Credit Lenders consent to the addition of such Foreign Subsidiary as a Revolving Credit Borrower under the Revolving Credit Facility, in each case, such Subsidiary shall be accompanied by the documents and instruments required to be delivered by the Borrowers pursuant to Section 3.1 hereof, including, without limitation, an opinion of counsel for such Borrower, in a form reasonably satisfactory execute and deliver to the Administrative Agent a Borrower Joinder Agreement and its counsel; providedshall take all action in connection therewith (a) if such Borrower is a Domestic Subsidiary, that as would otherwise have been required to cause the joinder of any additional Collateral and Guaranty Requirements and the requirements set forth in Section 6.11 to be satisfied as if such Subsidiary had been a Loan Party on the Restatement Date and (b) if such Borrower shall be effective no earlier than five (5) Business Days following receipt by the Banks of such documents and information requested is a Foreign Subsidiary, as are deemed reasonably necessary by the Administrative Agent or any Bank to provide that are reasonably required the Obligations of such additional Borrower be, to the extent permitted by law, guaranteed and secured on terms no less favorable than those contained in order the Collateral and Guaranty Requirements and, in the case of each of clauses (a) and (b), shall deliver to the Administrative Agent such Organization Documents, resolutions, certificates, legal opinions, lien searches and other information (including information to allow the Administrative Agent and the Lenders to comply with applicable “know-your-know your customer” and other anti-terrorism, anti-money laundering and similar rules and regulations, including without limitation the USA PATRIOT Act; ) and provideddocuments as the Administrative Agent shall reasonably request. Any Subsidiary that becomes a party to this Agreement pursuant to this Section 1.09 shall thereupon be deemed for all purposes to be a Revolving Credit Borrower under the Revolving Credit Facility hereunder and/or a Term A Borrower under the Term A Facility hereunder, further, that no such additional Borrower shall be added unless each of the Banks consent, except that (Aas applicable. Notwithstanding anything in Section 11.01(a) to the extent an existing contrary, each Borrower converts Joinder Agreement may, without the consent of any other Lenders (but subject to the approval by the Lenders to the addition of such U.S. Borrower or the approval by the Revolving Credit Lenders to the addition of such Foreign Borrower), effect such amendments to this Agreement and the other Loan Documents (which may take the form of amendments and restatements) as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section 1.09, including, in the case of the addition of a “master/feeder” structureForeign Borrower, no consent shall be required for amendments limiting the master trust in such structure to become a Borrower hereunder after such conversion, provided the converting Borrower ceases amount available to be a borrowed by such Foreign Borrower hereunder on or prior to such conversion and provided any other Foreign Borrower organized in the same jurisdiction (it being understood that such master trust is entities formed under the laws of different states, provinces or other localities of the same US-DOCS\70212156.16 country as that of a State in Borrower shall be considered to be of the United States and (Bsame jurisdiction as such Foreign Subsidiary) to a specified U.S. Dollar Equivalent of any Alternative Currency, or to effect any other amendments that shall give effect to any conditions associated with the extent that an existing Borrower which is a “master trust” is merged into (or transfers all or substantially all of its assets and liabilities to) its feeder fund (the “Former Feeder Fund”), no consent shall be required for such Former Feeder Fund to become a Borrower if in connection with such merger or transfer such Former Feeder Fund shall hold all or substantially all the assets and liabilities of the prior master trust, such Former Feeder Fund is formed under the laws of a State in the United States and, prior appropriate Lenders to such merger or transfer, such Former Feeder Fund shall have no Debt. Additional Borrowers may be added to this Agreement only once per each calendar quarter. Each new Borrower added to the Credit Facility after the addition of five (5) new such U.S. Borrower or Foreign Borrower. For the avoidance of doubt, Domestic Subsidiaries of Holdings that become Borrowers pursuant to this Section 1.09 shall pay a new Borrower’s fee in become Borrowers under both the amount Revolving Credit Facility and the Term A Facility, and Foreign Subsidiaries of $1,500 Holdings that become Borrowers pursuant to this Section 1.09 shall become Borrowers solely under the Administrative Agent, provided that the Administrative Agent may, in its sole discretion, waive the requirement to pay such fee. To the extent that the Banks deem that the Permitted Asset Coverage Ratio is insufficient with respect to any Additional Borrower, the Joinder in which such Additional Borrower becomes a Borrower may, with the agreement of such Additional Borrower and each Bank, contain language amending this Agreement to provide for a different Permitted Asset Coverage Ratio with respect to such Additional BorrowerRevolving Credit Facility.

Additional Borrowers. Other investment companies Holdings may from time to time request that (x) one or series of investment companies)more additional Domestic Subsidiaries be added as Borrowers under the Term A Facility and the Revolving Credit Facility and/or (y) one or more additional Foreign Subsidiaries be added as Borrowers under the Revolving Credit Facility, in addition each case, which request shall be subject to those Borrowers which are original signatories to this Agreement, may, with the written approval of all the Banks, become parties to this Agreement Administrative Agent and be deemed Tranche each of the Term A Borrowers for all purposes of this Agreement by executing an instrument substantially Lenders and Revolving Credit Lenders (in the form of Exhibit G hereto (with such changes therein may be approved by the Banks), which instrument shall (i) have attached to it a copy of this Agreement (as the same may have been amended) with a revised Allocation Notice reflecting the participation case of such additional investment company Domestic Subsidiaries) or the Administrative Agent and each of the Revolving Credit Lenders (in the case of such Foreign Subsidiaries). If (1) the Administrative Agent and all Term A Lenders and Revolving Credit Lenders consent to the addition of such Domestic Subsidiary as a Term A Borrower under the Term A Facility and a Revolving Credit Borrower under the Revolving Credit Facility and (ii2) the Administrative Agent and all Revolving Credit Lenders consent to the addition of such Foreign Subsidiary as a Revolving Credit Borrower under the Revolving Credit Facility, in each case, such Subsidiary shall be accompanied by the documents and instruments required to be delivered by the Borrowers pursuant to Section 3.1 hereof, including, without limitation, an opinion of counsel for such Borrower, in a form reasonably satisfactory execute and deliver to the Administrative Agent a Borrower Joinder Agreement and its counsel; providedshall take all action in connection therewith (a) if such Borrower is a Domestic Subsidiary, that as would otherwise have been required to cause the joinder of any additional Collateral and Guaranty Requirements and the requirements set forth in Section 6.11 to be satisfied as if such Subsidiary had been a Loan Party on the Restatement Date and (b) if such Borrower shall be effective no earlier than five (5) Business Days following receipt by the Banks of such documents and information requested is a Foreign Subsidiary, as are deemed reasonably necessary by the Administrative Agent or any Bank to provide that are reasonably required the Obligations of such additional Borrower be, to the extent permitted by law, guaranteed and secured on terms no less favorable than those contained in order the Collateral and Guaranty Requirements and, in the case of each of clauses (a) and (b), shall deliver to the Administrative Agent such Organization Documents, resolutions, certificates, legal opinions, lien searches and other information (including information to allow the Administrative Agent and the Lenders to comply with applicable “know-your-know your customer” and other anti-terrorism, anti-money laundering and similar rules and regulations, including without limitation the USA PATRIOT Act; ) and provideddocuments as the Administrative Agent shall reasonably request. Any Subsidiary that becomes a party to this Agreement pursuant to this Section 1.09 shall thereupon be deemed for all purposes to be a Revolving Credit Borrower under the Revolving Credit Facility hereunder and/or a Term A Borrower under the Term A Facility hereunder, further, that no such additional Borrower shall be added unless each of the Banks consent, except that (Aas applicable. Notwithstanding anything in Section 11.01(a) to the extent an existing contrary, each Borrower converts Joinder Agreement may, without the consent of any other Lenders (but subject to the approval by the Lenders to the addition of such U.S. Borrower or the approval by the Revolving Credit Lenders to the addition of such Foreign Borrower), effect such amendments to this Agreement and the other Loan Documents (which may take the form of amendments and restatements) as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section 1.09, including, in the case of the addition of a “master/feeder” structureForeign Borrower, no consent shall be required for amendments limiting the master trust in such structure to become a Borrower hereunder after such conversion, provided the converting Borrower ceases amount available to be a borrowed by such Foreign Borrower hereunder on or prior to such conversion and provided any other Foreign Borrower organized in the same jurisdiction (it being understood that such master trust is entities formed under the laws of different states, provinces or other localities of the same US-DOCS\70212156.13 country as that of a State in Borrower shall be considered to be of the United States and (Bsame jurisdiction as such Foreign Subsidiary) to a specified U.S. Dollar Equivalent of any Alternative Currency, or to effect any other amendments that shall give effect to any conditions associated with the extent that an existing Borrower which is a “master trust” is merged into (or transfers all or substantially all of its assets and liabilities to) its feeder fund (the “Former Feeder Fund”), no consent shall be required for such Former Feeder Fund to become a Borrower if in connection with such merger or transfer such Former Feeder Fund shall hold all or substantially all the assets and liabilities of the prior master trust, such Former Feeder Fund is formed under the laws of a State in the United States and, prior appropriate Lenders to such merger or transfer, such Former Feeder Fund shall have no Debt. Additional Borrowers may be added to this Agreement only once per each calendar quarter. Each new Borrower added to the Credit Facility after the addition of five (5) new such U.S. Borrower or Foreign Borrower. For the avoidance of doubt, Domestic Subsidiaries of Holdings that become Borrowers pursuant to this Section 1.09 shall pay a new Borrower’s fee in become Borrowers under both the amount Revolving Credit Facility and the Term A Facility, and Foreign Subsidiaries of $1,500 Holdings that become Borrowers pursuant to this Section 1.09 shall become Borrowers solely under the Administrative Agent, provided that the Administrative Agent may, in its sole discretion, waive the requirement to pay such fee. To the extent that the Banks deem that the Permitted Asset Coverage Ratio is insufficient with respect to any Additional Borrower, the Joinder in which such Additional Borrower becomes a Borrower may, with the agreement of such Additional Borrower and each Bank, contain language amending this Agreement to provide for a different Permitted Asset Coverage Ratio with respect to such Additional BorrowerRevolving Credit Facility.

Additional Borrowers. Other investment companies Xxxxxxx may at any time after the Fifth A&R Effective Date designate any Subsidiary of the Company organized under the laws of Canada, Ireland, Luxembourg, Switzerland, the Netherlands or the United Kingdom (each such Subsidiary, a “Supplemental Subsidiary Borrower”) as a Borrower under the Revolving Credit Commitments, any Incremental Term Loans, any Revolving Credit Commitment Increase, Extended Term Loans, Extended Revolving Credit Commitment, New Revolving Credit Commitment, Revolver Replacement Loans, Replacement Revolving Credit Facility or series Replacement Term Loan Facility and, in the event the currency of investment companies)the jurisdiction of organization of such Supplemental Subsidiary Borrower is not Euro, may cause such Supplemental Subsidiary Borrower to borrow in the currency of its jurisdiction of organization in addition to those Borrowers any available currencies provided herein at such time; provided that (a) the Administrative Agent and the Lenders making the applicable loans and other extensions of credit have consented to the designation of such Supplemental Subsidiary Borrower as a Borrower hereunder with respect to such loans and other extensions of credit (it being understood that the consent of any other Lenders or the Required Lenders shall not be required) and (b) Xxxxxxx shall have delivered to each Lender which are original signatories requests the same information with respect to this Agreement, may, such Supplemental Subsidiary Borrower in accordance with Section 10.20. Upon the written approval receipt by the Administrative Agent of all the Banks, become parties to this a Borrowing Subsidiary Agreement and be deemed Tranche A Borrowers for all purposes of this Agreement by executing an instrument substantially in the form of Exhibit G hereto (with such changes therein may be approved 11.14A executed by the Banksapplicable Supplemental Subsidiary Borrower and a security agreement pledging the Equity Interests of such Supplemental Subsidiary Borrower under applicable Law from the owner of such Equity Interests and security agreements executed by such Supplemental Subsidiary Borrower pledging those assets of such Supplemental Subsidiary Borrower which are customarily pledged in connection with similar loans or extensions of credit under applicable Law in the jurisdiction in which such Supplemental Subsidiary Borrower is organized (but in all cases subject to the limitations and exclusions set forth in Section 6.11, which shall apply to any such pledge), which instrument shall (i) have attached to it a copy of this Agreement (as the same may have been amended) with a revised Allocation Notice reflecting the participation of such additional investment company and (ii) be accompanied by the documents and instruments required to be delivered by the Borrowers pursuant to Section 3.1 hereof, including, without limitation, an opinion of counsel for such Borrower, in a form reasonably satisfactory to the Administrative Agent and its counsel; provided, that the joinder of any additional Supplemental Subsidiary Borrower shall be effective no earlier a Borrower and a party to this Agreement. It is understood and agreed that a pledge in respect of assets of, or Equity Interests in, a Supplemental Subsidiary Borrower organized in a jurisdiction other than five (5) Business Days following receipt by the Banks of such documents and information requested by the Administrative Agent United States or any Bank that are reasonably required state thereof may consist of substantially less collateral than would otherwise be subject to a customary lien in order to comply with “know-your-customer” and other anti-terrorism, anti-money laundering and similar rules and regulations, including without limitation respect of all assets of an entity organized under the USA PATRIOT Act; and provided, further, that no such additional laws of the United States or any state thereof. A Supplemental Subsidiary Borrower shall be added unless each of the Banks consent, except that (A) to the extent an existing Borrower converts to a “master/feeder” structure, no consent shall be required for the master trust in such structure to become a Borrower hereunder after such conversion, provided the converting Borrower ceases cease to be a Borrower hereunder on at such time as no Loans, fees or prior any other amounts due in connection therewith pursuant to the terms hereof shall be outstanding by such conversion Supplemental Subsidiary Borrower, no Letters of Credit issued for the account of such Supplemental Subsidiary Borrower shall be outstanding and provided that such master trust is formed under Supplemental Subsidiary Borrower and Xxxxxxx shall have executed and delivered to the laws of Administrative Agent a State Borrowing Subsidiary Termination substantially in the United States form of Exhibit 11.14B. Without the consent of any other Agents or Lenders, the Administrative Agent and (B) to the extent that an existing Borrower which is a “master trust” is merged into (or transfers all or substantially all of its assets and liabilities to) its feeder fund (the “Former Feeder Fund”), no consent shall be required for Xxxxxxx may effect such Former Feeder Fund to become a Borrower if in connection with such merger or transfer such Former Feeder Fund shall hold all or substantially all the assets and liabilities of the prior master trust, such Former Feeder Fund is formed under the laws of a State in the United States and, prior to such merger or transfer, such Former Feeder Fund shall have no Debt. Additional Borrowers may be added amendments to this Agreement only once per each calendar quarter. Each new Borrower added to and the Credit Facility after the addition of five (5) new Borrowers shall pay a new Borrower’s fee other Loan Documents as may be necessary or appropriate, in the amount reasonable opinion of $1,500 to the Administrative Agent, provided that the Administrative Agent mayand Xxxxxxx, in its sole discretionto effect the provisions of this Section 11.14, waive the requirement including to pay such feeadd provisions regarding interest rate terms and definitions. To the extent that the Banks deem that the Permitted Asset Coverage Ratio is insufficient Any Supplemental Subsidiary Borrower shall be a Guarantor with respect to any Additional Borrower, the Joinder in Loans for which such Additional Borrower becomes it is not a Borrower may, with the agreement of such Additional Borrower and each Bank, contain language amending this Agreement to provide for a different Permitted Asset Coverage Ratio with respect to such Additional Borrower.

Additional Borrowers. Other investment companies (or series of investment companies), in addition to those Borrowers which are original signatories to this Agreement, may, with the written approval of all the Banks, become parties to this Agreement and be deemed Tranche A Borrowers for all purposes of this Agreement by executing an instrument substantially in the form of Exhibit G hereto (with such changes therein may be approved by the Banks), which instrument shall (i) have attached to it a copy of this Agreement (as the same may have been amended) with a revised Allocation Notice reflecting the participation of such additional investment company and (ii) be accompanied by the documents and instruments required to be delivered by the Borrowers pursuant to Section 3.1 hereof, including, without limitation, an opinion of counsel for such Borrower, in a form reasonably satisfactory to the Administrative Agent and its counsel; provided, that the joinder of any additional Borrower shall be effective no earlier than five (5) Business Days following receipt by the Banks of such documents and information requested by the Administrative Agent or any Bank that are reasonably required in order to comply with “know-your-customer” and other anti-terrorism, anti-money laundering and similar rules and regulations, including without limitation the USA PATRIOT Act; and provided, furtherhowever, that no such additional Borrower shall be added unless each of the Banks consent, except that (A) to the extent an existing Borrower converts to a “master/feeder” structure, no consent shall be required for the master trust in such structure to become a Borrower hereunder after such conversion, provided the converting Borrower ceases to be a Borrower hereunder on or prior to such conversion and provided that such master trust is formed under the laws of a State in the United States and (B) to the extent that an existing Borrower which is a “master trust” is merged into (or transfers all or substantially all of its assets and liabilities to) its feeder fund (the “Former Feeder Fund”), no consent shall be required for such Former Feeder Fund to become a Borrower if in connection with such merger or transfer such Former Feeder Fund shall hold all or substantially all the assets and liabilities of the prior master trust, such Former Feeder Fund is formed under the laws of a State in the United States and, prior to such merger or transfer, such Former Feeder Fund shall have no Debt. Additional Borrowers may be added to this Agreement only once per each calendar quarter. Each new Borrower added to Notwithstanding the Credit Facility above paragraph, the Banks hereby agree that, at any time within sixty (60) days after the addition Effective Date and without further consent of five (5) new the Banks, those investment companies identified on Schedule 8.7 hereto may be added as Borrowers shall pay a new Borrower’s fee in the amount of $1,500 to the Administrative Agentunder this Agreement, provided that (i) all of the Administrative Agent may, in its sole discretion, waive requirements (other than the requirement to pay such fee. To further consent of the extent that the Banks deem that the Permitted Asset Coverage Ratio is insufficient with respect to any Additional Borrower, Banks) of this Section 8.7 have been met and (ii) the Joinder delivered in connection therewith identifies each Custodian for such Borrower (which identification shall be deemed to amend Schedule 5.20 hereto with such Additional information) and designates any Borrower becomes a Borrower may, with the agreement of such Additional Borrower and each Bank, contain language amending this Agreement to provide for a different Permitted Asset Coverage Ratio with respect to such Additional Borrower.so identified on Schedule 8.7 as a

Additional Borrowers. Other investment companies The Parent Borrower may designate any wholly-owned Restricted Subsidiary as a Borrower under any Revolving Commitments or, any Incremental Facility or any Specified Refinancing Debt (an “Additional Borrower”); provided that unless such Borrower is incorporated or series formed in a jurisdiction in which any other current Borrower is incorporated or formed, the jurisdiction of investment companies), in addition such Additional Borrower shall be reasonably acceptable to those Borrowers which are original signatories to this Agreement, may, with the written approval of all the Banks, applicable Lenders. Such wholly-owned Restricted Subsidiary shall become parties an Additional Borrower and a party to this Agreement and be deemed Tranche A Borrowers for all purposes of this Agreement by executing an instrument substantially in the form of Exhibit G hereto (with such changes therein may be approved by the Banks), which instrument shall (i) have attached to it a copy of this Agreement (as the same may have been amended) with a revised Allocation Notice reflecting the participation of such additional investment company and (ii) be accompanied by the documents and instruments required to be delivered by the Borrowers pursuant to Section 3.1 hereof, including, without limitation, an opinion of counsel for such Borrower, in a form reasonably satisfactory delivering to the Administrative Agent an Additional Borrower Joinder, and its counsel; providedall references to the “Borrowers” shall also include such Additional Borrower, that as applicable, upon (a) the joinder of any additional Borrower shall be effective no earlier than five (5) Business Days following receipt by the Banks of such documents and information requested by the Administrative Agent or any Bank of (x) documentation consistent in scope with the documentation delivered in respect of the Borrowers on the Closing Date and (y) a certificate from the Parent Borrower and such Additional Borrower certifying that are reasonably required as of the date of such joinder, the conditions set forth in order to comply with “know-your-customer” Section 4.02(a) and other anti-terrorism, anti-money laundering and similar rules and regulations, including without limitation the USA PATRIOT Act; and provided, further, that no such additional Borrower (b) shall be added unless each of the Banks consent, except that (A) met as if a Borrowing were to the extent an existing Borrower converts to a “master/feeder” structure, no consent shall be required for the master trust in occur on such structure to become a Borrower hereunder after such conversion, provided the converting Borrower ceases to be a Borrower hereunder on or prior to such conversion and provided that such master trust is formed under the laws of a State in the United States date and (Bb) to the extent that an existing Borrower which is a “master trust” is merged into Lenders being provided with thirty (30) Business Days’ prior notice (or transfers all or substantially all such shorter period of its assets and liabilities to) its feeder fund (the “Former Feeder Fund”), no consent shall be required for such Former Feeder Fund to become a Borrower if in connection with such merger or transfer such Former Feeder Fund shall hold all or substantially all the assets and liabilities of the prior master trust, such Former Feeder Fund is formed under the laws of a State in the United States and, prior to such merger or transfer, such Former Feeder Fund shall have no Debt. Additional Borrowers may be added to this Agreement only once per each calendar quarter. Each new Borrower added to the Credit Facility after the addition of five (5) new Borrowers shall pay a new Borrower’s fee in the amount of $1,500 to the Administrative Agent, provided that time as the Administrative Agent mayshall reasonably agree) of any Additional Borrower being proposed to be added pursuant to this Section 10.20. This Agreement may be amended as necessary or appropriate, in its sole discretion, waive the requirement reasonable opinion of the Administrative Agent and the Parent Borrower to pay such feeeffect the provisions of or be consistent with this Section 10.20. To the extent that the Banks deem that the Permitted Asset Coverage Ratio is insufficient with respect to Notwithstanding any Additional Borrower, the Joinder in which such Additional Borrower becomes a Borrower may, with the agreement other provision of such Additional Borrower and each Bank, contain language amending this Agreement to provide for a different Permitted Asset Coverage Ratio the contrary (including Section 10.02), any such deemed amendment may be memorialized in writing by the Administrative Agent with the Parent Borrower’s consent, but without the consent of any other Lenders (other than with respect to such Lender’s approval of an Additional Borrower’s jurisdiction of incorporation or formation as set forth above), and furnished to the other parties hereto.

Additional Borrowers. Other investment companies (a) The Parent may at any time, upon not less than 15 Business Days’ written notice to the Administrative Agent (or series of investment companiessuch shorter period as may be agreed by the Administrative Agent in its sole discretion), request the designation of any wholly-owned domestic Restricted Subsidiary as a “Borrower” to receive extensions of credit hereunder. The Administrative Agent shall promptly notify the Lenders. Thereafter, the Administrative Agent shall send a joinder agreement or other similar agreement in addition form and substance satisfactory to those Borrowers the Administrative Agent specifying the effective date upon which are original signatories such wholly-owned domestic Restricted Subsidiary shall constitute a Borrower for purposes hereof. Upon the execution of such agreement by the Parent, such Restricted Subsidiary and the Administrative Agent, such Restricted Subsidiary shall be a Borrower and permitted to this Agreementreceive extensions of credit hereunder, mayon the terms and conditions set forth herein and therein, with the written approval of all the Banks, become parties to this Agreement and such Restricted Subsidiary otherwise shall be deemed Tranche A Borrowers a Borrower for all purposes of this Agreement by executing an instrument substantially in the form of Exhibit G hereto (with such changes therein Agreement; provided that no Loan Notice or Application may be approved submitted by the Banks), which instrument shall (i) have attached to it a copy of this Agreement (as the same may have been amended) with a revised Allocation Notice reflecting the participation or on behalf of such additional investment company newly-designated Borrower until the date 5 Business Days after such effective date. The parties hereto acknowledge and (ii) be accompanied by agree that, prior to any wholly-owned domestic Restricted Subsidiary becoming entitled to utilize the documents and instruments required to be delivered by the Borrowers pursuant to Section 3.1 hereofcredit facilities provided for in this Agreement, including, without limitation, an opinion of counsel for such Borrower, in a form reasonably satisfactory to the Administrative Agent and its the Lenders shall have received such supporting resolutions, incumbency certificates, opinions of counsel; provided, that the joinder of any additional Borrower shall be effective no earlier than five (5) Business Days following receipt by the Banks of such documents and information requested by the Administrative Agent or any Bank that are reasonably required in order to comply with “know-your-customer” information and other anti-terrorismdocuments or information, anti-money laundering in form, content and similar rules and regulations, including without limitation the USA PATRIOT Act; and provided, further, that no such additional Borrower shall be added unless each of the Banks consent, except that (A) to the extent an existing Borrower converts to a “master/feeder” structure, no consent shall be required for the master trust in such structure to become a Borrower hereunder after such conversion, provided the converting Borrower ceases to be a Borrower hereunder on or prior to such conversion and provided that such master trust is formed under the laws of a State in the United States and (B) to the extent that an existing Borrower which is a “master trust” is merged into (or transfers all or substantially all of its assets and liabilities to) its feeder fund (the “Former Feeder Fund”), no consent shall be required for such Former Feeder Fund to become a Borrower if in connection with such merger or transfer such Former Feeder Fund shall hold all or substantially all the assets and liabilities of the prior master trust, such Former Feeder Fund is formed under the laws of a State in the United States and, prior to such merger or transfer, such Former Feeder Fund shall have no Debt. Additional Borrowers may be added to this Agreement only once per each calendar quarter. Each new Borrower added to the Credit Facility after the addition of five (5) new Borrowers shall pay a new Borrower’s fee in the amount of $1,500 scope reasonably satisfactory to the Administrative Agent, provided that as may be required by the Administrative Agent may, in its sole reasonable discretion, waive the requirement to pay such fee. To the extent that the Banks deem that the Permitted Asset Coverage Ratio is insufficient with respect to any Additional Borrower, the Joinder in which such Additional Borrower becomes a Borrower may, with the agreement of such Additional Borrower and each Bank, contain language amending this Agreement to provide for a different Permitted Asset Coverage Ratio with respect to such Additional Borrower.CHAR1\1969725v1CHAR1\1969725v3

Additional Borrowers. Other investment companies (a) From time to time (in the case of the Term B-3 Facility or the Term B-4 Facility, on or prior to the Restatement Effective Date and, in the case of the Revolving Facility, prior to, on or after the Restatement Effective Date), and with five Business Days’ notice to the Applicable Administrative Agent (or series of investment companiessuch shorter period as the Administrative Agents may agree), in addition to those Borrowers which are original signatories to this Agreementthe Company may designate any wholly-owned Restricted Subsidiary of the Company that is a Domestic Subsidiary (or, may, with the written approval of all the Banks, become parties to this Agreement and be deemed Tranche A Borrowers for all purposes of this Agreement by executing an instrument substantially solely in the form case of Exhibit G hereto the Term B-4 Facility, a Domestic Subsidiary or a Foreign Subsidiary) as a “Co-Borrower” (each such person, a “Co-Borrower”) with respect to any Class of Loans or Facility. Such designation shall be subject to the Applicable Administrative Agent’s consent and “know your customer” procedures and compliance with anti-money laundering rules and regulations reasonably satisfactory to the Applicable Administrative Agent and the applicable Lenders, and in the case of a Foreign Subsidiary shall be subject to structural and tax considerations, collateral and guarantee arrangements reasonably satisfactory to the Administrative Agent; provided, that any such changes therein may be approved Co-Borrowers do not result in (i) any incremental withholding tax to the Lenders or (ii) any loss of guarantee or Collateral by the Banks)Loan Parties. If any Lender has determined that it is not legally permitted to lend to or establish credit for the account of a Co-Borrower that is not organized in the United States, which instrument such Lender will not be obligated to extend credit to such Co-Borrower; provided that such Lender shall continue to have the obligation to provide the relevant commitments to the Company. Each Co-Borrower that is a Domestic Subsidiary shall (i) have attached to it be a copy joint and several co-borrower of this Agreement (as the same may have been amended) with a revised Allocation Notice reflecting the participation of such additional investment company Company and (ii) be accompanied either (x) become a Guarantor of all of the Obligations by executing and delivering to the Administrative Agent a Joinder Agreement or such other documents as the Administrative Agent shall deem appropriate for such purpose and instruments required upon the reasonable request of the Applicable Administrative Agent, deliver to be delivered by the Borrowers pursuant to Section 3.1 hereof, including, without limitation, an Applicable Administrative Agent a signed copy of a customary opinion of counsel for such Co-Borrower, in a form reasonably satisfactory addressed to the Applicable Administrative Agent and its counsel; provided, that the joinder Lenders or (y) enter into waivers of any additional Borrower shall be effective no earlier than five (5) Business Days following receipt by the Banks of such documents and information requested by the Administrative Agent or any Bank that are reasonably required in order defenses to comply suretyship substantially consistent with “know-your-customer” and other anti-terrorism, anti-money laundering and similar rules and regulations, including without limitation the USA PATRIOT Act; and provided, further, that no such additional Borrower shall be added unless each of the Banks consent, except that (A) to the extent an existing Borrower converts to a “master/feeder” structure, no consent shall be required for the master trust in such structure to become a Borrower hereunder after such conversion, provided the converting Borrower ceases to be a Borrower hereunder on or prior to such conversion and provided that such master trust is formed under the laws of a State those contained in the United States and (B) to the extent that an existing Borrower which is a “master trust” is merged into (or transfers all or substantially all of its assets and liabilities to) its feeder fund (the “Former Feeder Fund”), no consent shall be required for such Former Feeder Fund to become a Borrower if in connection with such merger or transfer such Former Feeder Fund shall hold all or substantially all the assets and liabilities of the prior master trust, such Former Feeder Fund is formed under the laws of a State in the United States and, prior to such merger or transfer, such Former Feeder Fund shall have no Debt. Additional Borrowers may be added to this Agreement only once per each calendar quarter. Each new Borrower added to the Credit Facility after the addition of five (5) new Borrowers shall pay a new Borrower’s fee in the amount of $1,500 to the Administrative Agent, provided that the Administrative Agent may, in its sole discretion, waive the requirement to pay such fee. To the extent that the Banks deem that the Permitted Asset Coverage Ratio is insufficient with respect to any Additional Borrower, the Joinder in which such Additional Borrower becomes a Borrower may, with the agreement of such Additional Borrower and each Bank, contain language amending this Agreement to provide for a different Permitted Asset Coverage Ratio with respect to such Additional BorrowerGuaranty.

Additional Borrowers. Other investment companies Subject to Section 8.14, Centuri may at any time, upon not less than fifteen (15) Business Days’ notice from Centuri to the Administrative Agent and the Lenders (or series of investment companiessuch shorter period as may be agreed by the Administrative Agent in its sole discretion), request that a Wholly-Owned US Subsidiary or Wholly- Owned Canadian Subsidiary (each, an “Applicant Borrower”) be designated as an Additional Borrower to receive Loans and request Letters of Credit hereunder by delivering to the Administrative Agent (which shall promptly deliver counterparts thereof to each Lender) a duly executed notice and agreement in addition substantially the form of Exhibit I (an “Additional Borrower Request and Assumption Agreement”); provided that no US Subsidiary or Canadian Subsidiary may be designated as an Additional Borrower without the consent of each Revolving Credit Lender unless such US Subsidiary or Canadian Subsidiary is already a US Subsidiary Guarantor or Canadian Subsidiary Guarantor, as applicable. The parties hereto acknowledge and agree that prior to those any Applicant Borrower becoming entitled to utilize the Credit Facilities, the Administrative Agent and the Lenders shall have received such supporting Security Documents, supplements to the Loan Documents, resolutions, incumbency certificates, opinions of counsel, all documentation and other information in order to comply with requirements of any Anti-Money Laundering Laws including, without limitation, the PATRIOT Act and any applicable “know your customer” rules and regulations, Beneficial Ownership Certification 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 Lenders in their sole discretion, and Notes signed by such new Borrowers which are original signatories to this Agreementthe extent any Lenders so require. If the Administrative Agent and the Lenders agree that an Applicant Borrower shall be entitled to receive Loans and request Letters of Credit hereunder, may, with the written approval then promptly following receipt of all such requested documents and information described above, the BanksAdministrative Agent shall send a notice in substantially the form of Exhibit J (an “Additional Borrower Notice”) to Centuri and the Lenders specifying the effective date upon which the Applicant Borrower shall constitute an Additional Borrower for purposes hereof, become whereupon each of the Lenders agrees to permit such Additional Borrower to receive Loans and request Letters of Credit hereunder, on the terms and conditions set forth herein, and each of the parties to this Agreement and agrees that such Additional Borrower otherwise shall be deemed Tranche A Borrowers a Borrower for all purposes of this Agreement by executing an instrument substantially in the form Agreement; provided that no Notice of Exhibit G hereto (with such changes therein Borrowing or Letter of Credit Application may be approved submitted by the Banks), which instrument shall (i) have attached to it a copy of this Agreement (as the same may have been amended) with a revised Allocation Notice reflecting the participation or on behalf of such additional investment company and (ii) be accompanied by Additional Borrower until the documents and instruments required to be delivered by the Borrowers pursuant to Section 3.1 hereof, including, without limitation, an opinion of counsel for such Borrower, in a form reasonably satisfactory to the Administrative Agent and its counsel; provided, that the joinder of any additional Borrower shall be effective no earlier than date five (5) Business Days following receipt by the Banks of such documents and information requested by the Administrative Agent or any Bank that are reasonably required in order to comply with “know-your-customer” and other anti-terrorism, anti-money laundering and similar rules and regulations, including without limitation the USA PATRIOT Act; and provided, further, that no such additional Borrower shall be added unless each of the Banks consent, except that (A) to the extent an existing Borrower converts to a “master/feeder” structure, no consent shall be required for the master trust in such structure to become a Borrower hereunder after such conversion, provided the converting Borrower ceases to be a Borrower hereunder on or prior to such conversion and provided that such master trust is formed under the laws of a State in the United States and (B) to the extent that an existing Borrower which is a “master trust” is merged into (or transfers all or substantially all of its assets and liabilities to) its feeder fund (the “Former Feeder Fund”), no consent shall be required for such Former Feeder Fund to become a Borrower if in connection with such merger or transfer such Former Feeder Fund shall hold all or substantially all the assets and liabilities of the prior master trust, such Former Feeder Fund is formed under the laws of a State in the United States and, prior to such merger or transfer, such Former Feeder Fund shall have no Debt. Additional Borrowers may be added to this Agreement only once per each calendar quarter. Each new Borrower added to the Credit Facility after the addition of five (5) new Borrowers shall pay a new Borrower’s fee in the amount of $1,500 to the Administrative Agent, provided that the Administrative Agent may, in its sole discretion, waive the requirement to pay such fee. To the extent that the Banks deem that the Permitted Asset Coverage Ratio is insufficient with respect to any Additional Borrower, the Joinder in which such Additional Borrower becomes a Borrower may, with the agreement of such Additional Borrower and each Bank, contain language amending this Agreement to provide for a different Permitted Asset Coverage Ratio with respect to such Additional Borrowereffective date.

Additional Borrowers. Other investment companies (or series If after the Closing Date, a Subsidiary of investment companies)the Operating Partnership desires to become a Borrower hereunder, in addition to those Borrowers which are original signatories to this Agreement, may, with the written approval of all the Banks, become parties to this Agreement and be deemed Tranche A Borrowers for all purposes of this Agreement by executing an instrument substantially in the form of Exhibit G hereto (with such changes therein may be approved by the Banks), which instrument shall Subsidiary shall: (i) have attached provide at least five Business Days’ prior notice to it a copy of this Agreement (as the same may have been amended) with a revised Allocation Notice reflecting the participation of such additional investment company and Administrative Agent; (ii) be accompanied by duly execute and deliver to the documents Administrative Agent a Borrower Accession Agreement; (iii) satisfy all of the conditions with respect thereto set forth in this Section 5.01(p) in form and instruments required to be delivered by the Borrowers pursuant to Section 3.1 hereof, including, without limitation, an opinion of counsel for such Borrower, in a form substance reasonably satisfactory to the Administrative Agent and its counselAgent; provided, that (iv) satisfy the joinder “know your customer” requirements of any additional Borrower shall be effective no earlier than five (5) Business Days following receipt by the Banks of such documents and information requested by the Administrative Agent or any Bank that are reasonably required in order to comply with “know-your-customer” and other anti-terrorism, anti-money laundering and similar rules and regulations, including without limitation the USA PATRIOT Act; and provided, further, that no such additional Borrower shall be added unless each of the Banks consent, except that (A) to the extent an existing Borrower converts to a “master/feeder” structure, no consent shall be required for the master trust in such structure to become a Borrower hereunder after such conversion, provided the converting Borrower ceases to be a Borrower hereunder on or prior to such conversion and provided that such master trust is formed under the laws of a State in the United States and (B) to the extent that an existing Borrower which is a “master trust” is merged into (or transfers all or substantially all of its assets and liabilities to) its feeder fund (the “Former Feeder Fund”), no consent shall be required for such Former Feeder Fund to become a Borrower if in connection with such merger or transfer such Former Feeder Fund shall hold all or substantially all the assets and liabilities of the prior master trust, such Former Feeder Fund is formed under the laws of a State in the United States and, prior to such merger or transfer, such Former Feeder Fund shall have no Debt. Additional Borrowers may be added to this Agreement only once per each calendar quarter. Each new Borrower added to the Credit Facility after the addition of five (5) new Borrowers shall pay a new Borrower’s fee in the amount of $1,500 to the Administrative Agent, provided that the Administrative Agent may, in its sole discretion, waive the requirement to pay such fee. To the extent that the Banks deem that the Permitted Asset Coverage Ratio is insufficient with respect to any Additional Borrower, the Joinder in which such Additional Borrower becomes a Borrower may, with the agreement of such Additional Borrower and each Bankrelevant Lender, contain language amending this Agreement to provide for (v) deliver a different Permitted Asset Coverage Ratio Beneficial Ownership Certification, if applicable, with respect to such Additional Borrower, and (vi) obtain the consent of each Lender, which may be given or withheld in such Lender’s sole discretion, that such Additional Borrower is acceptable as a Borrower under the Loan Documents. Each such Subsidiary’s addition as a Borrower shall also be conditioned upon the Administrative Agent having received (x) a certificate signed by a duly authorized officer of such Subsidiary, dated the date of such Borrower Accession Agreement certifying that: (1) the representations and warranties contained in each Loan Document are true and correct in all material respects (unless qualified as to materiality or Material Adverse Effect, in which case such representations and warranties shall be true and correct in all respects) on and as of such date, before and after giving effect to such Subsidiary becoming an Additional Borrower and as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects or all respects, as applicable, on and as of such earlier date) and (2) no Default or Event of Default has occurred and is continuing as of such date or would occur as a result of such Subsidiary becoming an Additional Borrower, (y) all of the documents set forth in Sections 3.01(a)(iii), (iv), (v), (vi), (vii), (ix) with respect to such Subsidiary and (z) a corporate formalities legal opinion relating to such Subsidiary from counsel reasonably acceptable to the Administrative Agent, Digital Realty – Yen Credit Agreement all in form and substance reasonably satisfactory to the Administrative Agent. Upon such Subsidiary’s addition as an Additional Borrower, such Subsidiary shall be deemed to be a Borrower hereunder. The Administrative Agent shall promptly notify each applicable Lender upon each Additional Borrower’s addition as a Borrower hereunder and shall, upon request by any Lender, provide such Lender with a copy of the executed Borrower Accession Agreement. With respect to the accession of any Additional Borrower, such Additional Borrower shall be responsible for making a determination as to whether it is capable of making payments to each Lender without the incurrence of withholding taxes, provided that each such Lender shall provide such properly completed and executed documentation described in Section 2.12 or otherwise reasonably requested by such Additional Borrower as may be necessary for such Additional Borrower to determine the amount of any applicable withholding taxes and the Administrative Agent and such Lender shall cooperate in all reasonable respects with the Borrowers and their tax advisors in connection with any analysis necessary for such Additional Borrower to make such determination.

Additional Borrowers. Other investment companies (or series of investment companies), in addition to those Borrowers which are original signatories to this Agreement, may, with the written approval of all the Banks, become parties to this Agreement and be deemed Tranche A Borrowers for all purposes of this Agreement by executing an instrument substantially in the form of Exhibit G H hereto (with such changes therein may be approved by the Banks), which instrument shall (i) have attached to it a copy of this Agreement (as the same may have been amended) with a revised Allocation Notice reflecting the participation of such additional investment company and (ii) be accompanied by the documents and instruments required to be delivered by the Borrowers pursuant to Section 3.1 hereof, including, without limitation, an opinion of counsel for such Borrower, in a form reasonably satisfactory to the Administrative Agent and its counsel; provided, that the joinder of any additional Borrower shall be effective no earlier than five (5) Business Days following receipt by the Banks of such documents and information requested by the Administrative Agent or any Bank that are reasonably required in order to comply with “know-your-customer” and other anti-terrorism, anti-money laundering and similar rules and regulations, including without limitation the USA PATRIOT Act; and provided, furtherhowever, that no such additional Borrower shall be added unless each of the Banks consent, except that (A) to the extent an existing Borrower converts to a “master/feeder” structure, no consent shall be required for the master trust in such structure to become a Borrower hereunder after such conversion, provided the converting Borrower ceases to be a Borrower hereunder on or prior to such conversion and provided that such master trust is formed under the laws of a State in the United States and (B) to the extent that an existing Borrower which is a “master trust” is merged into (or transfers all or substantially all of its assets and liabilities to) its feeder fund (the “Former Feeder Fund”), ) no consent shall be required for such Former Feeder Fund to become a Borrower if in connection with such merger or transfer such Former Feeder Fund shall hold all or substantially all the assets and liabilities of the prior master trust, such Former Feeder Fund is formed under the laws of a State in the United States and, and prior to such merger or transfer, such Former Feeder Fund shall have no Debt. Additional Borrowers may be added to this Agreement only once per each calendar quarter. Each new Borrower added to Notwithstanding the Credit Facility after above paragraph, the addition of five (5) new Borrowers shall pay a new Borrower’s fee in the amount of $1,500 to the Administrative Agent, provided Banks hereby agree that the Administrative Agent may, in its sole discretionwithout further consent of the Banks, waive consent, at any time within 60 days after the requirement Effective Date, to pay such feethe addition of those investment companies identified on Schedule 8.7 hereto as Borrowers under this Agreement, provided that all of the requirements (other than the further consent of the Banks) of this Section 8.7 have been met. To the extent that The Administrative Agent shall give prompt notice to the Banks deem that of any such consent and addition of new Borrowers under this paragraph and shall deliver to the Permitted Asset Coverage Ratio is insufficient Banks copies of such documents delivered to it in connection with respect the granting of such consent. No investment company (or series of an investment company) shall be admitted as a party to any Additional Borrower, the Joinder in which such Additional Borrower becomes this Agreement as a Borrower may, with unless at the agreement time of such Additional Borrower admission and each Bank, contain language amending this Agreement to provide for a different Permitted Asset Coverage Ratio after giving effect thereto: (i) the representations and warranties set forth in Article IV hereof shall be true and correct with respect to such Additional Borrower; (ii) such Borrower shall be in compliance in all material respects with all of the terms and provisions set forth herein on its part to be observed or performed at the time of the admission and after giving effect thereto; and (iii) no Default or Event of Default with respect to such Borrower shall have occurred and be continuing.

Additional Borrowers. Other investment companies (or series of investment companies), in addition to those Borrowers which are original signatories to this Agreement, may, with the written approval of all the Banks, become parties to this Agreement and be deemed Tranche A Borrowers for all purposes of this Agreement by executing an instrument substantially in the form of Exhibit G hereto (with such changes therein may be approved by the Banks), which instrument shall (i) have attached to it a copy of this Agreement (as the same may have been amended) with a revised Allocation Notice reflecting the participation of such additional investment company and (ii) be accompanied by the documents and instruments required to be delivered by the Borrowers pursuant to Section 3.1 hereof, including, without limitation, an opinion of counsel for such Borrower, in a form reasonably satisfactory Upon 30 days’ prior notice to the Administrative Agent (or such shorter period of time to which the Administrative Agent may agree) and subject to the written consent of the Revolving Lenders, which consent of each Revolving Lender shall not be unreasonably withheld (it being understood that a Revolving Lender shall be deemed to have acted reasonably in withholding its counsel; providedconsent if (i) it is unlawful for such Revolving Lender to make Revolving Loans under this Agreement to the proposed additional Borrower, (ii) if such Revolving Lender cannot or has not determined that it is lawful to do so, (iii) the joinder making of any a Revolving Loan to the proposed additional Borrower shall might subject such Lender to adverse tax consequences, (iv) such Lender is required or has determined that it is prudent to register or file in the jurisdiction of formation or organization of the proposed additional Borrower and it does not wish to do so or (v) such Lender is restricted by operational or administrative procedures or other applicable internal policies from extending credit under this Agreement to Persons in the jurisdiction in which the proposed additional Borrower is located), the Borrower may designate one or more Guarantors to be effective no earlier than five additional joint and several direct borrowers hereunder by written request to the Administrative Agent accompanied by (5a) Business Days following receipt an executed Assumption Agreement and appropriate Notes (to the extent requested by any Lender) executed by the Banks designated Guarantor and the Borrower, (b) a certificate of good standing of the designated Guarantor in the jurisdiction of its incorporation or organization, (c) certified resolutions of such documents Guarantor’s board of directors or other governing body authorizing the execution and information delivery of the Assumption Agreement and such Notes, (d) a written consent to the Assumption Agreement executed by each Guarantor, (e) appropriate written legal opinions reasonably requested by the Administrative Agent with respect to such new Borrower and the Assumption Agreement covering matters similar to those covered in the opinions delivered on the Closing Date and (f) such documentation and other evidence as is reasonably requested by the Administrative Agent or any Bank that are reasonably required Lender in order for the Administrative Agent or such Lender to comply carry out and be satisfied it has complied with the results of all necessary “know-your-know your customer” and or other anti-terrorism, anti-money laundering and similar rules and regulations, including without limitation checks under the USA PATRIOT Act; Act and under similar regulations and is not otherwise prohibited by Law from making Loans to such new Borrower. The Obligations of any additional borrower designated pursuant to this Section 2.19, in its capacity as a Borrower, may be limited as to amount as directed by the Borrower; provided, furtherhowever, that no any such additional Borrower limitation shall be added unless each not reduce such Person’s obligations as a Guarantor of the Banks consentObligations, except that (A) to if applicable, unless required by a Gaming Authority. The Administrative Agent shall promptly notify the extent an existing Borrower converts to a “master/feeder” structureLenders of such request, no consent together with copies of such of the foregoing as any Lender may request, and upon receipt of the written consents of the Revolving Lenders and satisfaction of the conditions set forth above in this Section, the designated Guarantor shall be required for the master trust in such structure to become a Borrower hereunder after such conversion, provided the converting Borrower ceases to be a Borrower hereunder on or prior to such conversion and provided that such master trust is formed under the laws of a State in the United States and (B) to the extent that an existing Borrower which is a “master trust” is merged into (or transfers all or substantially all of its assets and liabilities to) its feeder fund (the “Former Feeder Fund”), no consent shall be required for such Former Feeder Fund to become a Borrower if in connection with such merger or transfer such Former Feeder Fund shall hold all or substantially all the assets and liabilities of the prior master trust, such Former Feeder Fund is formed under the laws of a State in the United States and, prior to such merger or transfer, such Former Feeder Fund shall have no Debt. Additional Borrowers may be added to this Agreement only once per each calendar quarter. Each new Borrower added to the Credit Facility after the addition of five (5) new Borrowers shall pay a new Borrower’s fee in the amount of $1,500 to the Administrative Agent, provided that the Administrative Agent may, in its sole discretion, waive the requirement to pay such fee. To the extent that the Banks deem that the Permitted Asset Coverage Ratio is insufficient with respect to any Additional Borrower, the Joinder in which such Additional Borrower becomes a Borrower may, with the agreement of such Additional Borrower and each Bank, contain language amending this Agreement to provide for a different Permitted Asset Coverage Ratio with respect to such Additional Borrowerhereunder.

Additional Borrowers. Other investment companies (The Lead Borrower may cause any Group Member constituting a wholly-owned subsidiary formed under the laws of the United States, any state thereof or series the District of investment companies)Columbia, in addition the laws of Canada or any province or territory thereof or the laws of the Federal Republic of Germany to those Borrowers which are original signatories become a US Borrower or German Borrower, as applicable, after the Closing Date by written election to this Agreement, may, with the written approval of all the Banks, Administrative Agent to become parties to this Agreement and be deemed Tranche A Borrowers for all purposes of this Agreement by executing an instrument substantially in the form of Exhibit G hereto (with a Borrower hereunder; provided that such changes therein may be approved by the Banks), which instrument Group Member shall (i) have attached execute a joinder to it a copy of this Agreement (as the same may have been amended) with a revised Allocation Notice reflecting the participation of such additional investment company in form and (ii) be accompanied by the documents and instruments required to be delivered by the Borrowers pursuant to Section 3.1 hereof, including, without limitation, an opinion of counsel for such Borrower, in a form substance reasonably satisfactory to the Administrative Agent assuming all obligations of a US Borrower or German Borrower, as applicable, hereunder, (ii) to the extent not previously satisfied with respect to it, take (or cause to be taken) all actions (if any) required to be taken with respect to such Group Member in order to satisfy the Collateral and its counsel; providedGuarantee Requirement with respect to such Group Member, that the joinder assets of such Group Member and with respect to any Equity Interest in or Indebtedness of such Group Member owned by or on behalf of any additional Borrower Loan Party, (iii) deliver to the Administrative Agent such legal opinions, board resolutions and secretary’s certificates as shall be effective no earlier than five (5) Business Days following receipt by the Banks of such documents and information reasonably requested by the Administrative Agent or any Bank that are reasonably in connection therewith, in each case substantially in the form delivered on the Closing Date with respect to the Loan Parties party to this Agreement on the Closing Date, (iv) provide all documentation and other information required in order to comply with by United States regulatory authorities under applicable “know-your-know your customer” and other antiAnti-terrorism, anti-money laundering and similar rules and regulationsMoney Laundering Laws, including without limitation Title III of the USA PATRIOT Patriot Act and the Canadian AML Act; and provided, further, that no such additional Borrower shall be added unless each of the Banks consent, except that (A) to the extent an existing Borrower converts to a “master/feeder” structure, no consent shall be required for the master trust in such structure to become a Borrower hereunder after such conversion, provided the converting Borrower ceases to be a Borrower hereunder on or prior to such conversion and provided that such master trust is formed under the laws of a State in the United States and (B) to the extent that an existing Borrower which is a “master trust” is merged into (or transfers all or substantially all of its assets and liabilities to) its feeder fund (the “Former Feeder Fund”), no consent shall be required for such Former Feeder Fund to become a Borrower if in connection with such merger or transfer such Former Feeder Fund shall hold all or substantially all the assets and liabilities of the prior master trust, such Former Feeder Fund is formed under the laws of a State in the United States and, prior to such merger or transfer, such Former Feeder Fund shall have no Debt. Additional Borrowers may be added to this Agreement only once per each calendar quarter. Each new Borrower added to the Credit Facility after the addition of five (5) new Borrowers shall pay a new Borrower’s fee in the amount of $1,500 to the Administrative Agent, provided that reasonably requested by the Administrative Agent may, in its sole discretion, waive writing at least 10 Business Days prior to the requirement to pay such fee. To the extent that the Banks deem that the Permitted Asset Coverage Ratio is insufficient with respect to any Additional Borrower, the Joinder in which such Additional Borrower becomes a Borrower may, with the agreement consummation of such Additional Borrower joinder, (v) provide, if such Group Member qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, a Beneficial Ownership Certification and each Bank, contain language amending this Agreement to provide for a different Permitted Asset Coverage Ratio with respect to such Additional Borrower.(vi) without limiting

Additional Borrowers. Other investment companies (or series of investment companies), in addition to those Borrowers which are original signatories to this Agreement, may, with the written approval of all the Banks, become parties to this Agreement and be deemed Tranche A Borrowers for all purposes of this Agreement by executing an instrument substantially in the form of Exhibit G H hereto (with such changes therein as may be approved by the Banks), which instrument shall (i) have attached to it a copy of this Agreement (as the same may have been amended) with a revised Allocation Notice reflecting the participation of such additional investment company and (ii) be accompanied by the documents and instruments required to be delivered by the Borrowers pursuant to Section 3.1 hereof, including, without limitation, an opinion of counsel for such Borrower, in a form reasonably satisfactory to the Administrative Agent and its counsel; provided, that the joinder of any additional Borrower shall be effective no earlier than five (5) Business Days following receipt by the Banks of such documents and information requested by the Administrative Agent or any Bank that are reasonably required in order to comply with “know-your-customer” and other anti-terrorism, anti-money laundering and similar rules and regulations, including without limitation the USA PATRIOT Act; and provided, furtherhowever, that no such additional Borrower shall be added unless each of all the Banks consent, except that (A) to the extent an existing Borrower converts to a “"master/feeder” " structure, no consent shall be required for the master trust in such structure to become a Borrower hereunder after such conversion, provided the converting Borrower ceases to be a Borrower hereunder on or prior to such conversion and provided that such master trust is formed under the laws of a State in the United States and (B) to the extent that an existing Borrower which is a “master trust” is merged into (or transfers all or substantially all of its assets and liabilities to) its feeder fund (the “Former Feeder Fund”), no consent shall be required for such Former Feeder Fund to become a Borrower if in connection with such merger or transfer such Former Feeder Fund shall hold all or substantially all the assets and liabilities of the prior master trust, such Former Feeder Fund is formed under the laws of a State in the United States and, prior to such merger or transfer, such Former Feeder Fund shall have no Debtconversion. Additional Borrowers may be added to this Agreement only once per each calendar quarter. Each new Borrower added No investment company (or series of an investment company) shall be admitted as a party to the Credit Facility after the addition of five (5) new Borrowers shall pay a new Borrower’s fee in the amount of $1,500 to the Administrative Agent, provided that the Administrative Agent may, in its sole discretion, waive the requirement to pay such fee. To the extent that the Banks deem that the Permitted Asset Coverage Ratio is insufficient with respect to any Additional Borrower, the Joinder in which such Additional Borrower becomes this Agreement as a Borrower may, with unless at the agreement time of such Additional Borrower admission and each Bank, contain language amending this Agreement to provide for a different Permitted Asset Coverage Ratio after giving effect thereto: (i) the representations and warranties set forth in Article IV hereof shall be true and correct with respect to such Additional Borrower; (ii) such Borrower shall be in compliance in all material respects with all of the terms and provisions set forth herein on its part to be observed or performed at the time of the admission and after giving effect thereto; and (iii) no Default or Event of Default with respect to such Borrower shall have occurred and be continuing.

Additional Borrowers. Other investment companies (or series of investment companies), in addition to those Borrowers which are original signatories to this Agreement, may, with the written approval of all the Banks, become parties to this Agreement and be deemed Tranche A Borrowers for all purposes of this Agreement by executing an instrument substantially in the form of Exhibit G hereto (with such changes therein may be approved by the Banks), which instrument shall (i) have attached to it a copy of this Agreement (as the same may have Table of Contents been amended) with a revised Allocation Notice reflecting the participation of such additional investment company and (ii) be accompanied by the documents and instruments required to be delivered by the Borrowers pursuant to Section 3.1 hereof, including, without limitation, an opinion of counsel for such Borrower, in a form reasonably satisfactory to the Administrative Agent and its counsel; provided, that the joinder of any additional Borrower shall be effective no earlier than five (5) Business Days following receipt by the Banks of such documents and information requested by the Administrative Agent or any Bank that are reasonably required in order to comply with “know-your-customer” and other anti-terrorism, anti-money laundering and similar rules and regulations, including without limitation the USA PATRIOT Act; and provided, furtherhowever, that no such additional Borrower shall be added unless each of the Banks consent, except that (A) to the extent an existing Borrower converts to a “master/feeder” structure, no consent shall be required for the master trust in such structure to become a Borrower hereunder after such conversion, provided the converting Borrower ceases to be a Borrower hereunder on or prior to such conversion and provided that such master trust is formed under the laws of a State in the United States and (B) to the extent that an existing Borrower which is a “master trust” is merged into (or transfers all or substantially all of its assets and liabilities to) its feeder fund (the “Former Feeder Fund”), ) no consent shall be required for such Former Feeder Fund to become a Borrower if in connection with such merger or transfer such Former Feeder Fund shall hold all or substantially all the assets and liabilities of the prior master trust, such Former Feeder Fund is formed under the laws of a State in the United States and, and prior to such merger or transfer, such Former Feeder Fund shall have no Debt. Additional Borrowers may be added to this Agreement only once per each calendar quarter. Each new Borrower added to Notwithstanding the Credit Facility above paragraph, the Banks hereby agree that, at any time within 60 days after the addition Effective Date and without further consent of five (5) new the Banks, those investment companies identified on Schedule 8.7 hereto may be added as Borrowers shall pay a new Borrower’s fee in the amount of $1,500 to the Administrative Agentunder this Agreement, provided that all of the requirements (other than the further consent of the Banks) of this Section 8.7 have been met. The Administrative Agent may, in its sole discretion, waive the requirement shall give prompt notice to pay such fee. To the extent that the Banks deem that of any such addition of new Borrowers under this paragraph and shall deliver to the Permitted Asset Coverage Ratio is insufficient with respect Banks copies of such documents delivered to any Additional Borrower, the Joinder it in which such Additional Borrower becomes connection therewith. No investment company (or series of an investment company) shall be admitted as a party to this Agreement as a Borrower may, with unless at the agreement time of such Additional Borrower admission and each Bank, contain language amending this Agreement to provide for a different Permitted Asset Coverage Ratio after giving effect thereto: (i) the representations and warranties set forth in Article IV hereof shall be true and correct with respect to such Additional Borrower; (ii) such Borrower shall be in compliance in all material respects with all of the terms and provisions set forth herein on its part to be observed or performed at the time of the admission and after giving effect thereto; and (iii) no Default or Event of Default with respect to such Borrower shall have occurred and be continuing.

Additional Borrowers. Other investment companies (or series of investment companies)It is understood that, in addition to those Borrowers which are original signatories to this Agreement, may, with the written approval of all the Banks, become parties to this Agreement and be deemed Tranche A Borrowers for all purposes of this Agreement by executing an instrument substantially in the form of Exhibit G hereto (with such changes therein may be approved by the Banks), which instrument shall (i) have attached to it a copy of this Agreement (as the same may have been amended) with a revised Allocation Notice reflecting the participation of such additional investment company and (ii) be accompanied by the documents and instruments required to be delivered by the Borrowers pursuant to Section 3.1 hereof, including, without limitation, an opinion of counsel for such Borrower, in a form reasonably satisfactory to the Administrative Agent and its counsel; provided, that the joinder of any additional Borrower shall be effective no earlier than five (5) Business Days following receipt by the Banks of such documents and information requested by the Administrative Agent or any Bank that are reasonably required in order to comply with “know-your-customer” and other anti-terrorism, anti-money laundering and similar rules and regulations, including without limitation the USA PATRIOT Act; and provided, further, that no such additional Borrower shall be added unless each of the Banks consent, except that (A) to the extent an existing Borrower converts to a “master/feeder” structure, no consent shall be required for the master trust in such structure to become a Borrower hereunder after such conversion, provided the converting Borrower ceases to be a Borrower hereunder on or prior to such conversion and provided that such master trust is formed under the laws of a State in the United States and (B) to the extent that an existing Borrower which is a “master trust” is merged into (or transfers all or substantially all of its assets and liabilities to) its feeder fund (the “Former Feeder Fund”), no consent shall be required for such Former Feeder Fund to become a Borrower if in connection with such merger or transfer such Former Feeder Fund shall hold all or substantially all the assets and liabilities of the prior master trust, such Former Feeder Fund is formed under the laws of a State in the United States and, prior to such merger or transfer, such Former Feeder Fund shall have no Debt. Additional Borrowers may be added to this Agreement only once per each calendar quarter. Each new Borrower added to the Credit Facility after the addition of five (5) new Borrowers shall pay a new Borrower’s fee in the amount of $1,500 to the Administrative Agent, provided that the Administrative Agent may, in its sole discretion, waive the requirement to pay such fee. To the extent that the Banks deem that the Permitted Asset Coverage Ratio is insufficient with respect to any Additional Term Loans, the Borrower may request that all or a portion of such Loans may be made directly to one or more Foreign Subsidiaries of the Borrower in Dollars or one or more Alternative Currencies, and in such case, it is expected that (i) such Additional Term Loans would, if otherwise effected pursuant to this Section 2.14, be (A) documented pursuant to an amendment and restatement of the Credit Agreement, to include customary and supplementary provisions relating to tax, collateral allocation mechanism (or ‘CAM’) and process agent, together with such additional local-law collateral security and guarantee documentation, and other implementing provisions, documentation and arrangements as is consistent in each case with the documentation delivered pursuant to, and actions required under, Sections 4.01 and 6.12, and as otherwise required by the Administrative Agent, each Lender party thereto, if any, and the Additional Lenders, if any, and (B) guaranteed by each Loan Party and each Foreign Subsidiary in the Designated Foreign Jurisdictions, if the Administrative Agent, in consultation with the Borrower, reasonably determines that the Joinder cost of creating such guarantees (taking into account any adverse tax consequences to the Group Companies (including the imposition of withholding or other material taxes on Lenders)) shall not be excessive in which view of the benefits to be obtained by the Lenders therefrom and (ii) the Guaranty and Collateral Documents would be amended to guarantee and secure such Additional Borrower becomes a Borrower mayTerm Loans, and additional local law collateral security documentation would be executed and delivered by each Foreign Subsidiary in the Designated Foreign Jurisdictions, if the Administrative Agent, in consultation with the agreement Borrower, reasonably determines that the cost of creating and perfecting such Additional Borrower and each Bank, contain language amending this Agreement collateral security documentation (taking into account any adverse tax consequences to provide for a different Permitted Asset Coverage Ratio with respect the Group Companies (including the imposition of withholding or other material taxes on Lenders)) shall not be excessive in view of the benefits to such Additional Borrowerbe obtained by the Lenders therefrom.

Additional Borrowers. Other investment companies (or series If after the Closing Date, a Subsidiary of investment companies)the Operating Partnership desires to become a Borrower hereunder, in addition to those Borrowers which are original signatories to this Agreement, may, with the written approval of all the Banks, become parties to this Agreement and be deemed Tranche A Borrowers for all purposes of this Agreement by executing an instrument substantially in the form of Exhibit G hereto (with such changes therein may be approved by the Banks), which instrument shall Subsidiary shall: (i) have attached provide at least five Business Days’ prior notice to it a copy of this Agreement (as the same may have been amended) with a revised Allocation Notice reflecting the participation of Administrative Agent, and such additional investment company and notice shall designate under what Tranche such Subsidiary proposes to borrow; (ii) be accompanied by duly execute and deliver to the documents Administrative Digital Realty – Credit Agreement 111 Agent a Borrower Accession Agreement; (iii) satisfy all of the conditions with respect thereto set forth in this Section 5.01(p) in form and instruments required to be delivered by the Borrowers pursuant to Section 3.1 hereof, including, without limitation, an opinion of counsel for such Borrower, in a form substance reasonably satisfactory to the Administrative Agent and its counselAgent; provided, that (iv) satisfy the joinder “know your customer” requirements of any additional Borrower shall be effective no earlier than five (5) Business Days following receipt by the Banks of such documents and information requested by the Administrative Agent and each relevant Lender and (v) obtain the consent of each Lender, which may be given or any Bank that are reasonably required in order to comply with “know-your-customer” and other anti-terrorism, anti-money laundering and similar rules and regulations, including without limitation the USA PATRIOT Act; and provided, further, that no such additional Borrower shall be added unless each of the Banks consent, except that (A) to the extent an existing Borrower converts to a “master/feeder” structure, no consent shall be required for the master trust withheld in such structure Lender’s sole discretion, in the applicable Tranche under which such Additional Borrower proposes to become a Borrower hereunder after that such conversion, provided the converting Additional Borrower ceases to be is acceptable as a Borrower hereunder under the Loan Documents. Each such Subsidiary’s addition as a Borrower shall also be conditioned upon the Administrative Agent having received (x) a certificate signed by a duly authorized officer of such Subsidiary, dated the date of such Borrower Accession Agreement certifying that: (1) the representations and warranties contained in each Loan Document are true and correct in all material respects on or prior and as of such date, before and after giving effect to such conversion Subsidiary becoming an Additional Borrower and provided that as though made on and as of such master trust is formed under the laws of a State in the United States and date (B) except to the extent that such representations and warranties relate solely to an existing Borrower earlier date (in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date) and (2) no Default or Event of Default has occurred and is continuing as of such date or would occur as a “master trust” is merged into result of such Subsidiary becoming an Additional Borrower, (or transfers all or substantially y) all of its assets and liabilities to) its feeder fund (the “Former Feeder Fund”documents set forth in Sections 3.01(a)(iii), no consent shall be required for such Former Feeder Fund to become a Borrower if in connection (iv), (v), (vi), (vii), (ix) with such merger or transfer such Former Feeder Fund shall hold all or substantially all the assets and liabilities of the prior master trust, such Former Feeder Fund is formed under the laws of a State in the United States and, prior respect to such merger or transfer, Subsidiary and (z) a corporate formalities legal opinion relating to such Former Feeder Fund shall have no Debt. Additional Borrowers may be added to this Agreement only once per each calendar quarter. Each new Borrower added to the Credit Facility after the addition of five (5) new Borrowers shall pay a new Borrower’s fee in the amount of $1,500 Subsidiary from counsel reasonably acceptable to the Administrative Agent, all in form and substance reasonably satisfactory to the Administrative Agent. Upon such Subsidiary’s addition as an Additional Borrower, such Subsidiary shall be deemed to be a Borrower hereunder. The Administrative Agent shall promptly notify each applicable Lender upon each Additional Borrower’s addition as a Borrower hereunder and shall, upon request by any Lender, provide such Lender with a copy of the executed Borrower Accession Agreement. With respect to the accession of any Additional Borrower to a Tranche, such Additional Borrower shall be responsible for making a determination as to whether it is capable of making payments to each Lender under the applicable Tranche without the incurrence of withholding taxes, provided that each such Lender shall provide such properly completed and executed documentation described in Section 2.12 or otherwise reasonably requested by such Additional Borrower as may be necessary for such Additional Borrower to determine the amount of any applicable withholding taxes and the Administrative Agent may, and such Lender shall cooperate in its sole discretion, waive all reasonable respects with the requirement to pay such fee. To the extent that the Banks deem that the Permitted Asset Coverage Ratio is insufficient Borrowers and their tax advisors in connection with respect to any Additional Borrower, the Joinder in which analysis necessary for such Additional Borrower becomes a Borrower may, with the agreement of to make such Additional Borrower and each Bank, contain language amending this Agreement to provide for a different Permitted Asset Coverage Ratio with respect to such Additional Borrowerdetermination.

Additional Borrowers. Other investment companies The Parent Borrower may designate any wholly-owned Restricted Subsidiary as a Borrower under any Revolving Commitments, any Incremental Facility or any Specified Refinancing Debt (an “Additional Borrower”); provided that unless such Borrower is incorporated or series formed in a jurisdiction in which any other current Borrower is incorporated or formed, the jurisdiction of investment companies), in addition such Additional Borrower shall be reasonably acceptable to those Borrowers which are original signatories to this Agreement, may, with the written approval of all the Banks, each applicable Lender. Such wholly-owned Restricted Subsidiary shall become parties an Additional Borrower and a party to this Agreement and be deemed Tranche A Borrowers for all purposes of this Agreement by executing an instrument substantially in the form of Exhibit G hereto (with such changes therein may be approved by the Banks), which instrument shall (i) have attached to it a copy of this Agreement (as the same may have been amended) with a revised Allocation Notice reflecting the participation of such additional investment company and (ii) be accompanied by the documents and instruments required to be delivered by the Borrowers pursuant to Section 3.1 hereof, including, without limitation, an opinion of counsel for such Borrower, in a form reasonably satisfactory delivering to the Administrative Agent an Additional Borrower Joinder, and its counsel; providedall references to the “Borrowers” shall also include such Additional Borrower, that as applicable, upon (a) the joinder of any additional Borrower shall be effective no earlier than five (5) Business Days following receipt by the Banks of such documents and information requested by the Administrative Agent or any Bank of (x) documentation consistent in scope with the documentation delivered in respect of the Borrowers on the Restatement Effective Date and (y) a certificate from the Parent Borrower and such Additional Borrower certifying that are reasonably required as of the date of such joinder, the conditions set forth in order to comply with “know-your-customer” Section 4.02(a) and other anti-terrorism, anti-money laundering and similar rules and regulations, including without limitation the USA PATRIOT Act; and provided, further, that no such additional Borrower (b) shall be added unless each of the Banks consent, except that (A) met as if a Borrowing were to the extent an existing Borrower converts to a “master/feeder” structure, no consent shall be required for the master trust in occur on such structure to become a Borrower hereunder after such conversion, provided the converting Borrower ceases to be a Borrower hereunder on or prior to such conversion and provided that such master trust is formed under the laws of a State in the United States date and (Bb) to the extent that an existing Borrower which is a “master trust” is merged into Lenders being provided with thirty (30) Business Days’ prior notice (or transfers all or substantially all such shorter period of its assets and liabilities to) its feeder fund (the “Former Feeder Fund”), no consent shall be required for such Former Feeder Fund to become a Borrower if in connection with such merger or transfer such Former Feeder Fund shall hold all or substantially all the assets and liabilities of the prior master trust, such Former Feeder Fund is formed under the laws of a State in the United States and, prior to such merger or transfer, such Former Feeder Fund shall have no Debt. Additional Borrowers may be added to this Agreement only once per each calendar quarter. Each new Borrower added to the Credit Facility after the addition of five (5) new Borrowers shall pay a new Borrower’s fee in the amount of $1,500 to the Administrative Agent, provided that time as the Administrative Agent mayshall reasonably agree) of any Additional Borrower being proposed to be added pursuant to this Section 10.20. This Agreement may be amended as necessary or appropriate, in its sole discretion, waive the requirement reasonable opinion of the Administrative Agent and the Parent Borrower to pay such feeeffect the provisions of or be consistent with this Section 10.20. To the extent that the Banks deem that the Permitted Asset Coverage Ratio is insufficient with respect to Notwithstanding any Additional Borrower, the Joinder in which such Additional Borrower becomes a Borrower may, with the agreement other provision of such Additional Borrower and each Bank, contain language amending this Agreement to provide for a different Permitted Asset Coverage Ratio the contrary (including Section 10.02), any such deemed amendment may be memorialized in writing by the Administrative Agent with the Parent Borrower’s consent, but without the consent of any other Lenders (other than with respect to such Xxxxxx’s approval of an Additional Borrower’s jurisdiction of incorporation or formation as set forth above), and furnished to the other parties hereto.

Additional Borrowers. Other investment companies (or series of investment companiesExcept with respect to any Foreign Subsidiary funded in accordance with Section 6.15(f)(iii), any non-Wholly-Owned Subsidiary or Joint Venture funded in addition accordance with Section 6.15(f)(v)-(viii), as applicable, or any Immaterial Subsidiary, if the Loan Parties determine to those (i) form or acquire a new Domestic Subsidiary after the Closing Date and the Administrative Agent notifies the Borrowers which are original signatories to that it has determined that such Domestic Subsidiary should become a Borrower based on the nature of its business activities rather than a Guarantor in accordance with Section 4.4 or (ii) form or acquire a new Foreign Subsidiary or designate an existing Foreign Subsidiary as a Foreign Subsidiary Borrower for purposes of consummating a Permitted Acquisition that is a Foreign Acquisition in accordance with the terms of this Agreement, may, with the written approval of all Borrowers shall not form or acquire or designate such Subsidiary and shall cause such Subsidiary not to be so formed or acquired or designated unless such Subsidiary shall (A) agree to be bound by the Banks, become parties to this Agreement and be deemed Tranche A Borrowers for all purposes terms of this Agreement by executing an instrument substantially in the form of Exhibit G hereto (with such changes therein may be approved by the Banks)as a “Borrower” or a “Foreign Subsidiary Borrower”, which instrument shall (i) have attached to it a copy of this Agreement (as the same may have been amended) with a revised Allocation Notice reflecting the participation of such additional investment company and (ii) be accompanied by the documents and instruments required to be delivered by the Borrowers applicable, pursuant to Section 3.1 hereof, including, without limitation, an opinion of counsel for such Borrower, a joinder agreement in a form and substance reasonably satisfactory to the Administrative Agent, (B) comply with the requirements of Article 4, and (C) if requested, deliver to the Administrative Agent such reaffirmation agreements, legal opinions, board resolutions and other closing certificates, documents and agreements together with such amendments and/or supplements to the Collateral Documents as the Administrative Agent shall reasonably request (including, in the case of Mortgages, mortgage amendments and date down endorsements with respect to the applicable title insurance policies) to ensure that such Subsidiary shall be a Borrower and if applicable a Foreign Subsidiary Borrower hereunder subject to the terms of, and as to which the Administrative Agent and its counsel; providedthe Lenders shall have the benefits intended to be granted under, this Agreement and the other applicable Loan Documents and (D) satisfy such other conditions as the Loan Parties and the Administrative Agent shall agree. Without limiting the foregoing, the Borrowers shall provide the Administrative Agent with as much advance notice and information as reasonably possible prior to the formation or designation of a Foreign Subsidiary that is proposed to be a Foreign Subsidiary Borrower to enable the joinder Administrative Agent and the Lenders to determine whether the Administrative Agent and each Lender is able to establish and maintain a borrowing relationship with such Foreign Subsidiary on a secured basis in accordance with this Agreement and the other Loan Documents under all applicable laws, rules or regulations of any additional Borrower applicable Governmental Authority. The Borrowers acknowledge that due to Legal Requirements imposed by such Governmental Authorities applicable to the Administrative Agent or any Lender, the Administrative Agent or any such Lender may be restricted from establishing or maintaining a borrowing relationship with such Foreign Subsidiary, and/or may not be able to establish or maintain such relationship without incurring liability of the type described in Article 8 and Section 10.1 (such Legal Requirements and liability the “Lending Limitations”). In no event shall the Administrative Agent or any Lender be effective no earlier than five (5) Business Days following receipt by obligated to make, or be deemed a Defaulting Lender for any failure to make, loans or other financial accommodations to such Foreign Subsidiary due to any Lending Limitation imposed upon the Banks Administrative Agent or such Lender without the express written agreement of the Administrative Agent or such Lender. The Borrowers agree to make changes relating to the formation of such documents and information Foreign Subsidiary or the structure or consummation of the proposed Foreign Acquisition reasonably requested by the Administrative Agent to facilitate the establishment or maintenance of a borrowing relationship with such Foreign Subsidiary or the making of loans or other financial accommodations to such Foreign Subsidiary on a secured basis in accordance with this Agreement and the other Loan Documents. In connection with the formation or designation of any Bank Foreign Subsidiary Borrower, the Administrative Agent, with the consent of each Lender that are reasonably required is permitted to make loans or other financial accommodations to such Foreign Subsidiary Borrower and no other Lender (or if fewer, the Required Lenders), may make such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in order the reasonable opinion of the Administrative Agent, to comply with “know-your-customer” or document the laws, rules or regulations of any applicable Governmental Authority relating to the establishment or maintenance of a borrowing relationship with, or the making of any Loan or other financial accommodation to, any Foreign Subsidiary Borrower. This Section 2.17 shall supersede any provisions of Section 10.11 to the contrary other than clauses (i) and other anti-terrorism(ii) thereof. Upon satisfaction of the conditions set forth in this Section 2.17(c) and, anti-money laundering if applicable, Sections 2.15 and similar rules 2.18, and regulations, including without limitation confirmation from Lenders with unused Commitments sufficient to fund the USA PATRIOT Act; Loans and provided, furtherLetters of Credit requested by such Foreign Subsidiary Borrower, that no such additional Lenders do not have Lending Limitations with respect to such Foreign Subsidiary Borrower, such Foreign Subsidiary Borrower shall be added unless each of the Banks consent, except that (A) to the extent an existing Borrower converts to a “master/feeder” structure, no consent shall be required for the master trust in such structure to become a Borrower hereunder after such conversion, provided the converting Borrower ceases to be a Borrower hereunder on or prior and such Lenders shall have commitments to lend to such conversion and provided that such master trust is formed under the laws of a State Borrower in the United States and (B) to the extent that an existing Borrower which is a “master trust” is merged into (or transfers all or substantially all of its assets and liabilities to) its feeder fund (the “Former Feeder Fund”), no consent shall be required for such Former Feeder Fund to become a Borrower if in connection with such merger or transfer such Former Feeder Fund shall hold all or substantially all the assets and liabilities of the prior master trust, such Former Feeder Fund is formed under the laws of a State in the United States and, prior to such merger or transfer, such Former Feeder Fund shall have no Debt. Additional Borrowers may be added to this Agreement only once per each calendar quarter. Each new Borrower added to the Credit Facility after the addition of five (5) new Borrowers shall pay a new Borrower’s fee in the amount of $1,500 to the Administrative Agent, provided that the Administrative Agent may, in its sole discretion, waive the requirement to pay such fee. To the extent that the Banks deem that the Permitted Asset Coverage Ratio is insufficient with respect to any Additional Borrower, the Joinder in which such Additional Borrower becomes a Borrower may, accordance with the agreement terms of such Additional Borrower and each Bank, contain language amending this Agreement to provide for a different Permitted Asset Coverage Ratio with respect to such Additional BorrowerAgreement.

Additional Borrowers. Other investment companies (or series of investment companies), in addition to those Borrowers which are original signatories to this Agreement, may, with the written approval of all the Banks, become parties to this Agreement and be deemed Tranche A Borrowers for all purposes of this Agreement by executing an instrument substantially in the form of Exhibit G hereto (with such changes therein may be approved by the Banks), which instrument shall (i) have attached to it a copy of this Agreement (as the same may have been amended) with a revised Allocation Notice reflecting the participation of such additional investment company and (ii) be accompanied by the documents and instruments required to be delivered by the Borrowers pursuant to Section 3.1 hereof, including, without limitation, an opinion of counsel for such Borrower, in a form reasonably satisfactory to the Administrative Agent and its counsel; provided, that the joinder of any additional Borrower shall be effective no earlier than five (5) Business Days following receipt by the Banks of such documents and information requested by the Administrative Agent or any Bank that are reasonably required in order to comply with “know-your-customer” and other anti-terrorism, anti-money laundering and similar rules and regulations, including without limitation the USA PATRIOT Act; and provided, furtherhowever, that no such additional Borrower shall be added unless each of the Banks consent, except that (A) to the extent an existing Borrower converts to a “master/feeder” structure, no consent shall be required for the master trust in such structure to become a Borrower hereunder after such conversion, provided the converting Borrower ceases to be a Borrower hereunder on or prior to such conversion and provided that such master trust is formed under the laws of a State in the United States and (B) to the extent that an existing Borrower which is a “master trust” is merged into (or transfers all or substantially all of its assets and liabilities to) its feeder fund (the “Former Feeder Fund”), no consent shall be required for such Former Feeder Fund to become a Borrower if in connection with such merger or transfer such Former Feeder Fund shall hold all or substantially all the assets and liabilities of the prior master trust, such Former Feeder Fund is formed under the laws of a State in the United States and, prior to such merger or transfer, such Former Feeder Fund shall have no Debt. Additional Borrowers may be added to this Agreement only once per each calendar quarter. Each new Borrower added to the Credit Facility after the addition of five (5) new Borrowers shall pay a new Borrower’s fee in the amount of $1,500 to the Administrative Agent, provided that the Administrative Agent may, in its sole discretion, waive the requirement to pay such fee. To the extent that the Banks deem that the Permitted Asset Coverage Ratio is insufficient with respect to any Additional Borrower, the Joinder in which such Additional Borrower becomes a Borrower may, with the agreement of such Additional Borrower and each Bank, contain language amending this Agreement to provide for a different Permitted Asset Coverage Ratio with respect to such Additional Borrower.

Additional Borrowers. Other investment companies (The Lead Borrower may cause any Group Member constituting a wholly-owned subsidiary formed under the laws of the United States, any state thereof or series the District of investment companies)Columbia, in addition the laws of Canada or any province or territory thereof or the laws of the Federal Republic of Germany to those Borrowers which are original signatories become a US Borrower or German Borrower, as applicable, after the Closing Date by written election to this Agreement, may, with the written approval of all the Banks, Administrative Agent to become parties to this Agreement and be deemed Tranche A Borrowers for all purposes of this Agreement by executing an instrument substantially in the form of Exhibit G hereto (with a Borrower hereunder; provided that such changes therein may be approved by the Banks), which instrument Group Member shall (i) have attached execute a joinder to it a copy of this Agreement (as the same may have been amended) with a revised Allocation Notice reflecting the participation of such additional investment company in form and (ii) be accompanied by the documents and instruments required to be delivered by the Borrowers pursuant to Section 3.1 hereof, including, without limitation, an opinion of counsel for such Borrower, in a form substance reasonably satisfactory to the Administrative Agent assuming all obligations of a US Borrower or German Borrower, as applicable, hereunder, (ii) to the extent not previously satisfied with respect to it, take (or cause to be taken) all actions (if any) required to be taken with respect to such Group Member in order to satisfy the Collateral and its counsel; providedGuarantee Requirement with respect to such Group Member, that the joinder assets of such Group Member and with respect to any Equity Interest in or Indebtedness of such Group Member owned by or on behalf of any additional Borrower Loan Party, (iii) deliver to the Administrative Agent such legal opinions, board resolutions and secretary’s certificates as shall be effective no earlier than five (5) Business Days following receipt by the Banks of such documents and information reasonably requested by the Administrative Agent or any Bank that are reasonably in connection therewith, in each case substantially in the form delivered on the Closing Date with respect to the Loan Parties party to this Agreement on the Closing Date, (iv) provide all documentation and other information required in order to comply with by United States regulatory authorities under applicable “know-your-know your customer” and other antiAnti-terrorism, anti-money laundering and similar rules and regulationsMoney Laundering Laws, including without limitation Title III of the USA PATRIOT Patriot Act and the Canadian AML Act; and provided, further, that no such additional Borrower shall be added unless each of reasonably requested by the Banks consent, except that (A) Administrative Agent in writing at least 10 Business Days prior to the extent an existing Borrower converts to consummation of such joinder, (v) provide, if such Group Member qualifies as a “master/feederlegal entity customer” structure, no consent shall be required for the master trust in such structure to become a Borrower hereunder after such conversion, provided the converting Borrower ceases to be a Borrower hereunder on or prior to such conversion and provided that such master trust is formed under the laws of Beneficial Ownership Regulation, a State in the United States Beneficial Ownership Certification and (Bvi) to the extent that without limiting any Pro Forma Borrowing Base Adjustment in connection with an existing Borrower which is a “master trust” is merged into (or transfers all or substantially all Acquisition Transaction, not have any of its assets and liabilities to) its feeder fund (the “Former Feeder Fund”), no consent shall be required for such Former Feeder Fund to become a Borrower if in connection with such merger or transfer such Former Feeder Fund shall hold all or substantially all the assets and liabilities of the prior master trust, such Former Feeder Fund is formed under the laws of a State included in the United States andUS Borrowing Base or German Borrowing Base, prior as applicable, until its assets have been subject to such merger or transfer, such Former Feeder Fund shall have no Debta field examination and inventory appraisal in accordance with Section 5.08(b). Additional Borrowers may be added The Lenders hereby irrevocably authorize the Administrative Agent to enter into any amendment to this Agreement only once per or to any other Loan Document as may be necessary or appropriate in order to establish any additional Borrower pursuant to this Section 1.15 and such technical amendments, and other customary amendments with respect to provisions of this Agreement relating to taxes for borrowers in such jurisdiction, in each calendar quarter. Each new Borrower added to the Credit Facility after the addition of five (5) new Borrowers shall pay a new Borrower’s fee case as may be necessary or appropriate in the amount reasonable opinion of $1,500 to the Administrative Agent, provided that the Administrative Agent may, and the Lead Borrower in its sole discretion, waive the requirement to pay such fee. To the extent that the Banks deem that the Permitted Asset Coverage Ratio is insufficient with respect to any Additional Borrower, the Joinder in which such Additional Borrower becomes a Borrower may, with the agreement of such Additional Borrower and each Bank, contain language amending this Agreement to provide for a different Permitted Asset Coverage Ratio with respect to such Additional Borrowerconnection therewith.

Additional Borrowers. Other investment companies (a) The Borrower may designate any wholly owned Subsidiary as a co-borrower under the Revolving Commitments or series of investment companiesany Incremental Facility (an “Additional Borrower”); provided that the Administrative Agent shall be reasonably satisfied that, with respect to any such Subsidiary which is a Foreign Subsidiary (and subject to clause (b) below), the Lenders may make loans and other extensions of credit to such Subsidiary in addition Dollars and Foreign Currencies in such person’s jurisdiction in compliance with applicable laws and regulations, without being required or qualified to those Borrowers which are original signatories do business in such jurisdiction and without being subject to any unreimbursed or unindemnified Tax or other expense. Such wholly owned Subsidiary shall become an Additional Borrower and a party to this Agreement, mayand all references to the “Co-Borrower” shall be to such Additional Borrower, with the written approval of all the Banksas applicable, become parties to this Agreement and be deemed Tranche A Borrowers for all purposes of this Agreement by executing an instrument substantially in the form of Exhibit G hereto (with such changes therein may be approved by the Banks), which instrument shall upon (i) have attached to it a copy of this Agreement (as the same may have been amended) with a revised Allocation Notice reflecting the participation of such additional investment company and (ii) be accompanied by the documents and instruments required to be delivered by the Borrowers pursuant to Section 3.1 hereof, including, without limitation, an opinion of counsel for such Borrower, in a form reasonably satisfactory to the Administrative Agent and its counsel; provided, that the joinder of any additional Borrower shall be effective no earlier than five (5) Business Days following receipt by the Banks of such documents and information requested by the Administrative Agent or any Bank that are reasonably required in order to comply with “know-your-customer” and other anti-terrorism, anti-money laundering and similar rules and regulations, including without limitation the USA PATRIOT Act; and provided, further, that no such additional Borrower shall be added unless each of the Banks consent, except that (A) to the extent an existing Borrower converts to a “master/feeder” structurejoinder agreement, no consent shall be required for the master trust in such structure to become a Borrower hereunder after such conversion, provided the converting Borrower ceases to be a Borrower hereunder on or prior to such conversion form and provided that such master trust is formed under the laws of a State in the United States and (B) to the extent that an existing Borrower which is a “master trust” is merged into (or transfers all or substantially all of its assets and liabilities to) its feeder fund (the “Former Feeder Fund”), no consent shall be required for such Former Feeder Fund to become a Borrower if in connection with such merger or transfer such Former Feeder Fund shall hold all or substantially all the assets and liabilities of the prior master trust, such Former Feeder Fund is formed under the laws of a State in the United States and, prior to such merger or transfer, such Former Feeder Fund shall have no Debt. Additional Borrowers may be added to this Agreement only once per each calendar quarter. Each new Borrower added to the Credit Facility after the addition of five (5) new Borrowers shall pay a new Borrower’s fee in the amount of $1,500 substance satisfactory to the Administrative Agent, provided that executed by such Subsidiary and the Borrower, (B) an acknowledgement and confirmation by the Guarantors of their guarantee in respect of the Obligations of such Subsidiary, (C) an amendment and/or supplement to the Security Documents executed by the applicable Loan Parties and such Subsidiary, to the extent reasonably requested by the Administrative Agent, (D) corporate or other applicable resolutions, other corporate or other applicable documents, certificates and legal opinions in respect of such Subsidiary substantially equivalent to comparable documents delivered on the Restatement Date and (E) such other documents or information with respect thereto (including all documentation and other information required under the Patriot Act) as the Administrative Agent may, in its sole discretion, waive (on behalf of itself and the requirement to pay such fee. To Lenders) shall reasonably request and (ii) the extent that the Banks deem that the Permitted Asset Coverage Ratio is insufficient Revolving Lenders being provided with respect to (A) five Business Days’ prior notice of any Additional Borrower, Borrower that is a Domestic Subsidiary being added under the Joinder in which such Revolving Facility pursuant to this Section 10.15 and (B) 10 Business Days’ prior notice of any Additional Borrower becomes that is a Borrower may, with Foreign Subsidiary being added under the agreement of such Additional Borrower and each Bank, contain language amending Revolving Facility pursuant to this Agreement to provide for a different Permitted Asset Coverage Ratio with respect to such Additional BorrowerSection 10.15.

Additional Borrowers. Other investment companies The Banks and the Agent in their sole discretion may hereafter agree that a Subsidiary that becomes a party hereto after the Closing Date pursuant to Section 5.09 (an "ADDITIONAL BORROWER") shall be entitled to request Offshore Currency Loans and Letters of Credit denominated in an Offshore Currency hereunder. The parties hereto acknowledge and agree that prior to any Additional Borrower so becoming entitled to utilize the credit facilities provided for herein the Agent and the Banks shall have first received (i) an Additional Borrower Request and Assumption Agreement as provided in Section 5.09, (ii) the parent guaranty specified in Section 5.09, and (iii) such other documents or series of investment companiesinformation (including a legal opinion covering such matters as the Agent or any Bank may reasonably request), in addition form and substance satisfactory to those Borrowers which are original signatories to this Agreement, may, with the written approval of all Agent and the Banks, become as may be required by the Agent or any of the Banks in their sole discretion. If the Agent and the Banks shall agree that an Additional Borrower shall be entitled to request Revolving Loans and Letters of Credit hereunder, the Agent shall send a notice in substantially the form of EXHIBIT E (an "Additional Borrower Notice") to the Borrowers' Agent and the Banks designating the effective date thereof, whereupon each of the Banks agrees to permit such Additional Borrower to request Offshore Currency Loans, and the Issuing Bank and the Banks agree to permit such Additional Borrower to request Letters of Credit in an Offshore Currency, on the terms and conditions set forth herein, and each of the parties to this Agreement and agrees that such Additional Borrower otherwise shall be deemed Tranche A Borrowers a Borrower for all purposes of this Agreement by executing an instrument substantially in the form of Exhibit G hereto (with such changes therein may be approved by the Banks), which instrument shall (i) have attached to it a copy of this Agreement (as the same may have been amended) with a revised Allocation Notice reflecting the participation of such additional investment company and (ii) be accompanied by the documents and instruments required to be delivered by the Borrowers pursuant to Section 3.1 hereof, including, without limitation, an opinion of counsel for such Borrower, in a form reasonably satisfactory to the Administrative Agent and its counsel; provided, that the joinder of any additional Borrower shall be effective no earlier than five (5) Business Days following receipt by the Banks of such documents and information requested by the Administrative Agent or any Bank that are reasonably required in order to comply with “know-your-customer” and other anti-terrorism, anti-money laundering and similar rules and regulations, including without limitation the USA PATRIOT Act; and provided, further, that no such additional Borrower shall be added unless each of the Banks consent, except that (A) to the extent an existing Borrower converts to a “master/feeder” structure, no consent shall be required for the master trust in such structure to become a Borrower hereunder after such conversion, provided the converting Borrower ceases to be a Borrower hereunder on or prior to such conversion and provided that such master trust is formed under the laws of a State in the United States and (B) to the extent that an existing Borrower which is a “master trust” is merged into (or transfers all or substantially all of its assets and liabilities to) its feeder fund (the “Former Feeder Fund”), no consent shall be required for such Former Feeder Fund to become a Borrower if in connection with such merger or transfer such Former Feeder Fund shall hold all or substantially all the assets and liabilities of the prior master trust, such Former Feeder Fund is formed under the laws of a State in the United States and, prior to such merger or transfer, such Former Feeder Fund shall have no Debt. Additional Borrowers may be added to this Agreement only once per each calendar quarter. Each new Borrower added to the Credit Facility after the addition of five (5) new Borrowers shall pay a new Borrower’s fee in the amount of $1,500 to the Administrative Agent, provided that the Administrative Agent may, in its sole discretion, waive the requirement to pay such fee. To the extent that the Banks deem that the Permitted Asset Coverage Ratio is insufficient with respect to any Additional Borrower, the Joinder in which such Additional Borrower becomes a Borrower may, with the agreement of such Additional Borrower and each Bank, contain language amending this Agreement to provide for a different Permitted Asset Coverage Ratio with respect to such Additional BorrowerAgreement.

Additional Borrowers. Other investment companies The Borrower may at any time and from time to time designate any Wholly Owned Subsidiary of the Borrower or Holdings as an additional Borrower hereunder for all or any portion of any of the Facilities in addition to the original Borrower (or series of investment companiesan “Additional Borrower”), in addition to those Borrowers which are original signatories to this Agreement, may, with the written approval of all the Banks, become parties to this Agreement and be deemed Tranche A Borrowers for all purposes of this Agreement each case by executing an instrument substantially in the form of Exhibit G hereto (with such changes therein may be approved by the Banks), which instrument shall (i) have attached to it a copy of this Agreement (as the same may have been amended) with a revised Allocation Notice reflecting the participation of such additional investment company and (ii) be accompanied by the documents and instruments required to be delivered by the Borrowers pursuant to Section 3.1 hereof, including, without limitation, an opinion of counsel for such Borrower, in a form reasonably satisfactory delivery to the Administrative Agent of a Borrower Joinder Agreement executed by such Additional Borrower which will provide that such Additional Borrower will be liable for the Loans made to it (and its counselthe Borrower’s only liability for the Loans made to the Additional Borrower will be as guarantor thereof); provided, that (a) the joinder Administrative Agent, on behalf of any additional Borrower itself and the Lenders, shall have received such representations and warranties, assurances, legal opinions (subject to customary qualifications and assumptions) and other documents as may be effective no earlier than five (5) Business Days following receipt by the Banks of such documents and information reasonably requested by the Administrative Agent Agent, including but not limited to those relating to the formation, existence and good standing of such Additional Borrower and the authorization and legality of the delivery and performance of the Loan Documents to which it is a party and the extensions of credit to be made to it hereunder; (b) such Additional Borrower shall have become party to the US Guarantee and Collateral Agreement or any Bank that are reasonably required in order the Canadian Collateral Agreement, as the case may be, to the extent not already a party thereto, and shall have otherwise complied and caused its Subsidiaries to comply with the requirements of Section 7.10; (c) the Administrative Agent and the Lenders shall have received, at least five Business Days prior to the effectiveness of the designation of such Additional Borrower, all documentation and other information relating to such Additional Borrower requested by them for purposes of ensuring compliance with applicable “know-your-know your customer” and other anti-terrorism, anti-money laundering and similar rules and regulations, including without limitation the USA PATRIOT ActAct (as defined in Section 11.17); and provided, further, that no (d) such additional Additional Borrower shall be added unless each Solvent and organized under the laws of Canada, the Banks consentUnited States, except that or a province or state thereof; (Ae) no Default or Event of Default shall have occurred and be continuing nor will result therefrom; and (f) the designation of such Additional Borrower as a Borrower hereunder shall not result in any adverse tax consequences related to withholding tax or similar amounts on payments to the extent an existing Borrower converts to a “master/feeder” structureLenders (after taking into account the Borrower’s indemnification obligations under Section 2.21). Notwithstanding the foregoing, no consent Borrower Joinder Agreement shall become effective with respect to any Additional Borrower if it shall be required unlawful for the master trust in such structure Additional Borrower to become a Borrower hereunder after or for any Lender to make Loans to such conversion, Additional Borrower as provided the converting Borrower ceases to be herein. As soon as practicable upon receipt of a Borrower hereunder on or prior to such conversion Joinder Agreement and provided that such master trust is formed under the laws satisfaction of a State in the United States and (B) conditions set forth herein with respect to the extent that an existing Additional Borrower to which is a “master trust” is merged into (or transfers all or substantially all of its assets and liabilities to) its feeder fund (the “Former Feeder Fund”)it relates, no consent shall be required for such Former Feeder Fund to become a Borrower if in connection with such merger or transfer such Former Feeder Fund shall hold all or substantially all the assets and liabilities of the prior master trust, such Former Feeder Fund is formed under the laws of a State in the United States and, prior to such merger or transfer, such Former Feeder Fund shall have no Debt. Additional Borrowers may be added to this Agreement only once per each calendar quarter. Each new Borrower added to the Credit Facility after the addition of five (5) new Borrowers shall pay a new Borrower’s fee in the amount of $1,500 to the Administrative Agent, provided that the Administrative Agent may, in its sole discretion, waive the requirement shall send a copy thereof to pay such fee. To the extent that the Banks deem that the Permitted Asset Coverage Ratio is insufficient with respect to any Additional Borrower, the Joinder in which such Additional Borrower becomes a Borrower may, with the agreement of such Additional Borrower and each Bank, contain language amending this Agreement to provide for a different Permitted Asset Coverage Ratio with respect to such Additional BorrowerLender.

Additional Borrowers. Other investment companies The Parent Borrower may designate any wholly-owned Restricted Subsidiary as a Borrower under any Revolving Commitments, any Incremental Facility or any Specified Refinancing Debt (an “Additional Borrower”); provided that unless such Borrower is incorporated or series formed in a jurisdiction in which any other current Borrower is incorporated or formed, the jurisdiction of investment companies), in addition such Additional Borrower shall be reasonably acceptable to those Borrowers which are original signatories to this Agreement, may, with the written approval of all the Banks, each applicable Lender. Such wholly-owned Restricted Subsidiary shall become parties an Additional Borrower and a party to this Agreement and be deemed Tranche A Borrowers for all purposes of this Agreement by executing an instrument substantially in the form of Exhibit G hereto (with such changes therein may be approved by the Banks), which instrument shall (i) have attached to it a copy of this Agreement (as the same may have been amended) with a revised Allocation Notice reflecting the participation of such additional investment company and (ii) be accompanied by the documents and instruments required to be delivered by the Borrowers pursuant to Section 3.1 hereof, including, without limitation, an opinion of counsel for such Borrower, in a form reasonably satisfactory delivering to the Administrative Agent an Additional Borrower Joinder, and its counsel; providedall references to the “Borrowers” shall also include such Additional Borrower, that as applicable, upon (a) the joinder of any additional Borrower shall be effective no earlier than five (5) Business Days following receipt by the Banks of such documents and information requested by the Administrative Agent or any Bank that are reasonably of (x) documentation consistent in scope with the documentation delivered in respect of the Borrowers on the Restatement Effective Date (including, for the avoidance of doubt, all documentation and other information required in order to comply with by regulatory authorities under applicable “know-your-know your customer” and other anti-terrorism, anti-money laundering and similar rules and regulations, including without limitation the USA PATRIOT Act; and provided, further, that no such additional Borrower shall be added unless each of the Banks consent, except that (A) with respect to the extent an existing Additional Borrower converts to a “master/feeder” structure, no consent shall be required for the master trust in such structure to become a Borrower hereunder after such conversion, provided the converting Borrower ceases to be a Borrower hereunder on or prior to such conversion and provided that such master trust is formed under the laws of a State in the United States and (B) to the extent that an existing Borrower which is a “master trust” is merged into (or transfers all or substantially all of its assets and liabilities to) its feeder fund (the “Former Feeder Fund”), no consent shall be required for such Former Feeder Fund to become a Borrower if in connection with such merger or transfer such Former Feeder Fund shall hold all or substantially all the assets and liabilities of the prior master trust, such Former Feeder Fund is formed under the laws of a State in the United States and, prior to such merger or transfer, such Former Feeder Fund shall have no Debt. Additional Borrowers may be added to this Agreement only once per each calendar quarter. Each new Borrower added to the Credit Facility after the addition of five (5) new Borrowers shall pay a new Borrower’s fee in the amount of $1,500 to has been reasonably requested by the Administrative Agent) and (y) a certificate from the Parent Borrower and such Additional Borrower certifying that as of the date of such joinder, the conditions set forth in Section 4.02(a) and (b) shall be met as if a Borrowing were to occur on such date and (b) the Lenders being provided that with thirty (30) Business Days’ prior notice (or such shorter period of time as the Administrative Agent mayshall reasonably agree) of any Additional Borrower being proposed to be added pursuant to this Section 10.20. This Agreement may be amended as necessary or appropriate, in its sole discretion, waive the requirement reasonable opinion of the Administrative Agent and the Parent Borrower to pay such feeeffect the provisions of or be consistent with this Section 10.20. To the extent that the Banks deem that the Permitted Asset Coverage Ratio is insufficient with respect to Notwithstanding any Additional Borrower, the Joinder in which such Additional Borrower becomes a Borrower may, with the agreement other provision of such Additional Borrower and each Bank, contain language amending this Agreement to provide for a different Permitted Asset Coverage Ratio the contrary (including Section 10.02), any such deemed amendment may be memorialized in writing by the Administrative Agent with the Parent Borrower’s consent, but without the consent of any other Lenders (other than with respect to such Xxxxxx’s approval of an Additional Borrower’s jurisdiction of incorporation or formation as set forth above), and furnished to the other parties hereto.

Additional Borrowers. Other investment companies The Parent Borrower may designate any wholly-owned Restricted Subsidiary as a Borrower under any Revolving Commitments or any Incremental Facility (an “Additional Borrower”); provided that unless such Borrower is incorporated or series formed in a jurisdiction in which any other current Borrower is incorporated or formed, the jurisdiction of investment companies), in addition such Additional Borrower shall be reasonably acceptable to those Borrowers which are original signatories to this Agreement, may, with the written approval of all the Banks, applicable Lenders. Such wholly-owned Restricted Subsidiary shall become parties an Additional Borrower and a party to this Agreement and be deemed Tranche A Borrowers for all purposes of this Agreement by executing an instrument substantially in the form of Exhibit G hereto (with such changes therein may be approved by the Banks), which instrument shall (i) have attached to it a copy of this Agreement (as the same may have been amended) with a revised Allocation Notice reflecting the participation of such additional investment company and (ii) be accompanied by the documents and instruments required to be delivered by the Borrowers pursuant to Section 3.1 hereof, including, without limitation, an opinion of counsel for such Borrower, in a form reasonably satisfactory delivering to the Administrative Agent an Additional Borrower Joinder, and its counsel; providedall references to the “Borrowers” shall also include such Additional Borrower, that as applicable, upon (a) the joinder of any additional Borrower shall be effective no earlier than five (5) Business Days following receipt by the Banks of such documents and information requested by the Administrative Agent or any Bank of (x) documentation consistent in scope with the documentation delivered in respect of the Borrowers on the Closing Date and (y) a certificate from the Parent Borrower and such Additional Borrower certifying that are reasonably required as of the date of such joinder, the conditions set forth in order to comply with “know-your-customer” Section 4.02(a) and other anti-terrorism, anti-money laundering and similar rules and regulations, including without limitation the USA PATRIOT Act; and provided, further, that no such additional Borrower (b) shall be added unless each of the Banks consent, except that (A) met as if 185 a Borrowing were to the extent an existing Borrower converts to a “master/feeder” structure, no consent shall be required for the master trust in occur on such structure to become a Borrower hereunder after such conversion, provided the converting Borrower ceases to be a Borrower hereunder on or prior to such conversion and provided that such master trust is formed under the laws of a State in the United States date and (Bb) to the extent that an existing Borrower which is a “master trust” is merged into Lenders being provided with thirty (30) Business Days’ prior notice (or transfers all or substantially all such shorter period of its assets and liabilities to) its feeder fund (the “Former Feeder Fund”), no consent shall be required for such Former Feeder Fund to become a Borrower if in connection with such merger or transfer such Former Feeder Fund shall hold all or substantially all the assets and liabilities of the prior master trust, such Former Feeder Fund is formed under the laws of a State in the United States and, prior to such merger or transfer, such Former Feeder Fund shall have no Debt. Additional Borrowers may be added to this Agreement only once per each calendar quarter. Each new Borrower added to the Credit Facility after the addition of five (5) new Borrowers shall pay a new Borrower’s fee in the amount of $1,500 to the Administrative Agent, provided that time as the Administrative Agent mayshall reasonably agree) of any Additional Borrower being proposed to be added pursuant to this Section 10.20. This Agreement may be amended as necessary or appropriate, in its sole discretion, waive the requirement reasonable opinion of the Administrative Agent and the Parent Borrower to pay such feeeffect the provisions of or be consistent with this Section 10.20. To the extent that the Banks deem that the Permitted Asset Coverage Ratio is insufficient with respect to Notwithstanding any Additional Borrower, the Joinder in which such Additional Borrower becomes a Borrower may, with the agreement other provision of such Additional Borrower and each Bank, contain language amending this Agreement to provide for a different Permitted Asset Coverage Ratio the contrary (including Section 10.02), any such deemed amendment may be memorialized in writing by the Administrative Agent with the Parent Borrower’s consent, but without the consent of any other Lenders (other than with respect to such Lender’s approval of an Additional Borrower’s jurisdiction of incorporation or formation as set forth above), and furnished to the other parties hereto.

Additional Borrowers. Other investment companies (or series of investment companies), in addition to those Borrowers which are original signatories to this Agreement, may, with the written approval of all the Banks, become parties to this Agreement and be deemed Tranche A Borrowers for all purposes of this Agreement by executing an instrument substantially in the form of Exhibit G hereto (with such changes therein may be approved by the Banks), which instrument shall (i) have attached to it a copy of this Agreement (as the same may have been amended) with a revised Allocation Notice reflecting the participation of such additional investment company and (ii) be accompanied by the documents and instruments required to be delivered by the Borrowers pursuant to Section 3.1 hereof, including, without limitation, an opinion of counsel for such Borrower, in a form reasonably satisfactory Upon 30 days’ prior notice to the Administrative Agent (or such shorter period of time to which the Administrative Agent may agree), and subject to the written consent of the Revolving Lenders, which consent of each Revolving Lender shall not be unreasonably withheld (it being understood that a Revolving Lender shall be deemed to have acted reasonably in withholding its counsel; providedconsent if (i) it is unlawful for such Revolving Lender to make Revolving Loans under this Agreement to the proposed additional Borrower, (ii) such Revolving Lender cannot or has not determined that it is lawful to do so, (iii) the joinder making of any a Revolving Loan to the proposed additional Borrower shall might reasonably be effective no earlier than five expected to subject such Lender to adverse tax consequences, (5iv) Business Days following receipt such Lender is required or has determined that it is prudent to register or file in the jurisdiction of formation or organization of the proposed additional Borrower and it does not wish to do so or (v) such Lender is restricted by operational or administrative procedures or other applicable internal policies from extending credit under this Agreement to Persons in the jurisdiction in which the proposed additional Borrower is located), the Company may designate one or more Guarantors to be additional joint and several direct Borrowers hereunder by written request to the Administrative Agent accompanied by (a) an executed Assumption Agreement and appropriate Notes (to the extent requested by any Lender) executed by the Banks designated Guarantor, (b) a certificate of good standing of the designated Guarantor in the jurisdiction of its incorporation or organization, (c) a certified resolution of such documents Guarantor’s board of directors or other governing body authorizing the execution and information delivery of the Assumption Agreement and such Notes, (d) a written consent to the Assumption Agreement executed by each Guarantor, (e) appropriate written legal opinions reasonably requested by the Administrative Agent with respect to such new Borrower and the Assumption Agreement covering matters similar to those covered in the opinions delivered on the Closing Date (and, if such written request is made on or after the date of occurrence of a Collateral Trigger Event, if applicableFirst Amendment Effective Date, those covered in the collateral-related opinions delivered pursuant to Section 6.09on the First Amendment Effective Date) and (f) such documentation and other evidence as is reasonably requested by the Administrative Agent or any Bank that are reasonably required Lender in order for the Administrative Agent or such Lender to comply carry out and be satisfied it has complied with the results of all necessary “know-your-know your customer” and or other anti-terrorism, anti-money laundering and similar rules and regulations, including without limitation checks under the USA PATRIOT Act; , under similar regulations and, if the Borrower qualifies as a “legal entity customer,” under the Beneficial Ownership Regulation and providedis not otherwise prohibited by Law from making Loans to such new Borrower. The Obligations of any additional Borrowers designated pursuant to this Section 2.17 may be limited as to amount as directed by the Company. The Administrative Agent shall promptly notify the Lenders of such request, further, that no together with copies of such additional Borrower shall be added unless each of the Banks consent, except that (A) to foregoing as any Lender may request and the extent an existing Borrower converts to a “master/feeder” structure, no consent designated Guarantor shall be required for the master trust in such structure to become a Borrower hereunder after such conversion, provided the converting Borrower ceases to be a Borrower hereunder on or prior to such conversion and provided that such master trust is formed under the laws of a State in the United States and (B) to the extent that an existing Borrower which is a “master trust” is merged into (or transfers all or substantially all of its assets and liabilities to) its feeder fund (the “Former Feeder Fund”), no consent shall be required for such Former Feeder Fund to become a Borrower if in connection with such merger or transfer such Former Feeder Fund shall hold all or substantially all the assets and liabilities of the prior master trust, such Former Feeder Fund is formed under the laws of a State in the United States and, prior to such merger or transfer, such Former Feeder Fund shall have no Debt. Additional Borrowers may be added to this Agreement only once per each calendar quarter. Each new Borrower added to the Credit Facility after the addition of five (5) new Borrowers shall pay a new Borrower’s fee in the amount of $1,500 to the Administrative Agent, provided that the Administrative Agent may, in its sole discretion, waive the requirement to pay such fee. To the extent that the Banks deem that the Permitted Asset Coverage Ratio is insufficient with respect to any Additional Borrower, the Joinder in which such Additional Borrower becomes a Borrower may, with the agreement of such Additional Borrower and each Bank, contain language amending this Agreement to provide for a different Permitted Asset Coverage Ratio with respect to such Additional Borrowerhereunder.

Additional Borrowers. Other investment companies (Notwithstanding anything in Section 11.12 to the contrary, following the Closing Date, the Parent Borrower may request that one or series more of investment companies), in addition its Subsidiaries that is a wholly-owned Restricted Subsidiary be added as an additional Borrower under the Revolving Facility by delivering to those Borrowers which are original signatories to this Agreement, may, with the written approval of all Administrative Agent an Additional Borrower Agreement executed by such Subsidiary and the Banks, become parties to this Agreement and be deemed Tranche A Borrowers Parent Borrower. Such Subsidiary shall for all purposes of this Agreement by executing an instrument substantially in be a Borrower hereunder after the form latest of Exhibit G hereto (with such changes therein may be approved by the Banks), which instrument shall (i) have attached to it a copy of this Agreement (as the same may have been amended) with a revised Allocation Notice reflecting the participation of such additional investment company and (ii) be accompanied by the documents and instruments required to be delivered by the Borrowers pursuant to Section 3.1 hereof, including, without limitation, an opinion of counsel for such Borrower, in a form reasonably satisfactory to the Administrative Agent and its counsel; provided, that the joinder of any additional Borrower shall be effective no earlier than five (5) Business Days following (or such shorter period as the Administrative Agent shall agree) after delivery of such Additional Borrower Agreement, (ii) receipt by the Banks Lenders and the Administrative Agent of such documents documentation and other information reasonably requested by the Lenders or the Administrative Agent or any Bank that are reasonably required in order to comply for purposes of complying with all necessary “know-your-know your customer” or other similar checks under all applicable laws and regulations without any written objection submitted by the Lenders or the Administrative Agent within five (5) Business Days of the date of receipt of such documentation and other anti-terrorisminformation, anti-money laundering and similar rules and regulations(iii) if the applicable Additional Borrower is organized or incorporated in or under the laws of, including without limitation the USA PATRIOT Act; and providedor for applicable Tax purposes is resident of or treated as engaged in a trade or business in, further, that no such additional Borrower shall be added unless each of the Banks consent, except that (A) to the extent an existing Borrower converts to any jurisdiction other than a “master/feeder” structure, no consent shall be required for the master trust jurisdiction in such structure to become a Borrower hereunder after such conversion, provided the converting Borrower ceases to be a Borrower hereunder on or prior to such conversion and provided that such master trust is formed under the laws of a State in the United States and (B) to the extent that an existing Borrower which is a “master trust” is merged into (or transfers all or substantially all of its assets and liabilities to) its feeder fund (the “Former Feeder Fund”), no consent shall be required for such Former Feeder Fund to become a Borrower if in connection with such merger or transfer such Former Feeder Fund shall hold all or substantially all the assets and liabilities at least one of the prior master trust, then-existing Borrowers is organized or incorporated on the date such Former Feeder Fund Additional Borrower Agreement is formed under the laws of a State in the United States and, prior to such merger or transfer, such Former Feeder Fund shall have no Debt. Additional Borrowers may be added to this Agreement only once per each calendar quarter. Each new Borrower added to the Credit Facility after the addition of five (5) new Borrowers shall pay a new Borrower’s fee in the amount of $1,500 delivered to the Administrative Agent, provided that an amendment of this Agreement (including, without limitation, Section 3.02, Section 3.02A and the definition of “Excluded Taxes”) and the other Loan Documents to include such Subsidiary as an Additional Borrower hereunder, which amendment must be as mutually agreed by the Administrative Agent mayAgent, in its sole discretion, waive the requirement to pay such fee. To the extent that the Banks deem that the Permitted Asset Coverage Ratio is insufficient with respect to any Additional Parent Borrower, the Joinder in which such Additional Borrower becomes a Borrower may, with the agreement of such applicable Additional Borrower and each Bank, contain language amending this Agreement Lender (provided that no such amendment shall materially adversely affect the rights of any Lender that has not consented to provide for such amendment); provided that (a) each Additional Borrower shall also be a different Permitted Asset Coverage Ratio with respect to Guarantor and (b) neither the Administrative Agent nor any Lender shall be materially adversely affected by the addition of such Additional Borrower. Any obligations in respect of borrowings by any Borrower under this Agreement will constitute “Obligations” for all purposes of the Loan Documents. Promptly following receipt of any Additional Borrower Agreement the Administrative Agent shall send a copy thereof to each Lender.

Additional Borrowers. Other investment companies At any time and from time-to-time after the Restatement Effective Date, the U.S. Borrower may request that any of its Subsidiaries (other than an Exempt CFC or series a direct or indirect Subsidiary of investment companiesan Exempt CFC) become a borrower under this Agreement (each Subsidiary which becomes a borrower pursuant to the terms of this Section 11.19, an “Additional Borrower”), . Such Subsidiary shall become an Additional Borrower with effect on and from the date on which the Administrative Agent notifies the U.S. Borrower that each of the following has been satisfied (which date shall be within ten (10) Business Days after each Lender has received the documents referred to in addition to those Borrowers which are original signatories to this Section 11.19(e): (a) the Administrative Agent receives a duly completed and executed Joinder Agreement, may, with the written approval of all the Banks, become parties to this Agreement and be deemed Tranche A Borrowers for all purposes of this Agreement by executing an instrument substantially in the form of Exhibit G hereto U; (with b) each Lender has approved of such changes therein may Additional Borrower; (c) the U.S. Borrower confirms that no Default or Event of Default is continuing or would occur as a result of that Subsidiary becoming an Additional Borrower and each of the representations and warranties relating to the Additional Borrower and the Loan Parties (other than the representations and warranties set forth in 5.1, 5.4, 5.6, 5.7, 5.17 and 5.20) is true and not misleading in any material respect (except that any representation and warranty that is qualified by “materiality” or “Material Adverse Effect” shall be true and correct in all respects as so qualified) as if made on date of accession of Additional Borrower; (d) the Subsidiary is incorporated, organized or formed in the United States of America, Canada or another jurisdiction approved by the Banks), which instrument shall Supermajority Lenders; (ie) have attached to it a copy the Administrative Agent has received all of this Agreement (as the same may have been amended) with a revised Allocation Notice reflecting the participation of such additional investment company and (ii) be accompanied by the documents and instruments required other evidence referred to be delivered by in Section 6.1(b) and Sections 6.1(d) through 6.1(g) in relation to that Additional Borrower together with a legal opinion in respect of the Borrowers pursuant Additional Borrower from a law firm qualified to Section 3.1 hereofissue legal opinions with respect to the jurisdiction of incorporation, includingorganization or formation and (with respect to any Additional Borrower organized under the laws of any jurisdiction of Canada) the jurisdiction of the chief executive office and domicile (within the meaning of the Civil Code of Quebec) and each jurisdiction in which material tangible assets are located, without limitation, an opinion of counsel for such Borrower, each in a form and substance reasonably satisfactory to the Administrative Agent and its counselAgent; provided, that the joinder of any additional Borrower shall be effective no earlier than five (5f) Business Days following receipt by the Banks of such documents and information requested by the Administrative Agent or any Bank that are reasonably required in order to comply with “know-your-customer” and other anti-terrorism, anti-money laundering and similar rules and regulations, including without limitation shall have received the USA PATRIOT Act; and provided, further, that no such additional Borrower shall be added unless each of the Banks consent, except that (A) to the extent an existing Borrower converts to a “master/feeder” structure, no consent shall be required for the master trust in such structure to become a Borrower hereunder after such conversion, provided the converting Borrower ceases to be a Borrower hereunder on or prior to such conversion and provided that such master trust is formed under the laws results of a State in the United States and (B) to the extent that an existing Borrower which is recent search by a “master trust” is merged into (or transfers all or substantially all of its assets and liabilities to) its feeder fund (the “Former Feeder Fund”), no consent shall be required for such Former Feeder Fund to become a Borrower if in connection with such merger or transfer such Former Feeder Fund shall hold all or substantially all the assets and liabilities of the prior master trust, such Former Feeder Fund is formed under the laws of a State in the United States and, prior to such merger or transfer, such Former Feeder Fund shall have no Debt. Additional Borrowers may be added to this Agreement only once per each calendar quarter. Each new Borrower added to the Credit Facility after the addition of five (5) new Borrowers shall pay a new Borrower’s fee in the amount of $1,500 Person reasonably satisfactory to the Administrative Agent, provided that of the Administrative Agent mayUCC and PPSA and Civil Code of Quebec (if relevant), judgment and tax Lien filings, and all customary searches for financing transactions of this nature in its sole discretionall applicable jurisdictions, waive the requirement to pay such fee. To the extent that the Banks deem that the Permitted Asset Coverage Ratio is insufficient which may have been filed with respect to any personal property of such Additional Borrower, and the Joinder in which such Additional Borrower becomes a Borrower may, with the agreement results of such Additional Borrower and each Bank, contain language amending this Agreement search shall be reasonably satisfactory to provide for a different Permitted Asset Coverage Ratio with respect to such Additional Borrower.the Administrative Agent;

Additional Borrowers. Other investment companies (or series of investment companies), in addition to those Borrowers which are original signatories to this Agreement, may, with the written approval of all the Banks, become parties to this Agreement and be deemed Tranche A Borrowers for all purposes of this Agreement by executing an instrument substantially in the form of Exhibit G H hereto (with such changes therein may be approved by the Banks), which instrument shall (i) have attached to it a copy of this Agreement (as the same may have been amended) with a revised Allocation Notice reflecting the participation of such additional investment company and (ii) be accompanied by the documents and instruments required to be delivered by the Borrowers pursuant to Section 3.1 hereof, including, without limitation, an opinion of counsel for such Borrower, in a form reasonably satisfactory to the Administrative Agent and its counsel; provided, that the joinder of any additional Borrower shall be effective no earlier than five (5) Business Days following receipt by the Banks of such documents and information requested by the Administrative Agent or any Bank that are reasonably required in order to comply with “know-your-customer” and other anti-terrorism, anti-money laundering and similar rules and regulations, including without limitation the USA PATRIOT Act; and provided, furtherhowever, that no such additional Borrower shall be added unless each of the Banks consent, except that (A) to the extent an existing Borrower converts to a “"master/feeder” " structure, no consent shall be required for the master trust in such structure to become a Borrower hereunder after such conversion, provided the converting Borrower ceases to be a Borrower hereunder on or prior to such conversion and provided that such master trust is formed under the laws of a State in the United States and (B) to the extent that an existing Borrower which is a “"master trust” " is merged into (or transfers all or substantially all of its assets and liabilities to) its feeder fund (the “"Former Feeder Fund”), ") no consent shall be required for such Former Feeder Fund to become a Borrower if in connection with such merger or transfer such Former Feeder Fund shall hold all or substantially all the assets and liabilities of the prior master trust, such Former Feeder Fund is formed under the laws of a State in the United States and, and prior to such merger or transfer, such Former Feeder Fund shall have no Debt. Additional Borrowers may be added to this Agreement only once per each calendar quarter. Each new Borrower added No investment company (or series of an investment company) shall be admitted as a party to the Credit Facility after the addition of five (5) new Borrowers shall pay a new Borrower’s fee in the amount of $1,500 to the Administrative Agent, provided that the Administrative Agent may, in its sole discretion, waive the requirement to pay such fee. To the extent that the Banks deem that the Permitted Asset Coverage Ratio is insufficient with respect to any Additional Borrower, the Joinder in which such Additional Borrower becomes this Agreement as a Borrower may, with unless at the agreement time of such Additional Borrower admission and each Bank, contain language amending this Agreement to provide for a different Permitted Asset Coverage Ratio after giving effect thereto: (i) the representations and warranties set forth in Article IV hereof shall be true and correct with respect to such Additional Borrower; (ii) such Borrower shall be in compliance in all material respects with all of the terms and provisions set forth herein on its part to be observed or performed at the time of the admission and after giving effect thereto; and (iii) no Default or Event of Default with respect to such Borrower shall have occurred and be continuing."

Additional Borrowers. Other investment companies (or series of investment companies), in addition to those Borrowers which are original signatories to this Agreement, may, with the written approval of all the Banks, become parties to this Agreement and be deemed Tranche A Borrowers for all purposes of this Agreement by executing an instrument substantially in the form of Exhibit G hereto (with such changes therein may be approved by the Banks), which instrument shall (i) have attached to it a copy of this Agreement (as the same may have been amended) with a revised Allocation Notice reflecting the participation of such additional investment company and (ii) be accompanied by the documents and instruments required to be delivered by the Borrowers pursuant to Section 3.1 hereof, including, without limitation, an opinion of counsel for such Borrower, in a form reasonably satisfactory Upon 30 days’ prior notice to the Administrative Agent (or such shorter period of time to which the Administrative Agent may agree), and subject to the written consent of the Revolving Lenders, which consent of each Revolving Lender shall not be unreasonably withheld (it being understood that a Revolving Lender shall be deemed to have acted reasonably in withholding its counsel; providedconsent if (i) it is unlawful for such Revolving Lender to make Revolving Loans under this Agreement to the proposed additional Borrower, (ii) such Revolving Lender cannot or has not determined that it is lawful to do so, (iii) the joinder making of any a Revolving Loan to the proposed additional Borrower shall might reasonably be effective no earlier than five expected to subject such Lender to adverse tax consequences, (5iv) Business Days following receipt such Lender is required or has determined that it is prudent to register or file in the jurisdiction of formation or organization of the proposed additional Borrower and it does not wish to do so or (v) such Lender is restricted by operational or administrative procedures or other applicable internal policies from extending credit under this Agreement to Persons in the jurisdiction in which the proposed additional Borrower is located), the Company may designate one or more Guarantors to be additional joint and several direct Borrowers hereunder by written request to the Administrative Agent accompanied by (a) an executed Assumption Agreement and appropriate Notes (to the extent requested by any Lender) executed by the Banks designated Guarantor, (b) a certificate of good standing of the designated Guarantor in the jurisdiction of its incorporation or organization, (c) a certified resolution of such documents Guarantor’s board of directors or other governing body authorizing the execution and information delivery of the Assumption Agreement and such Notes, (d) a written consent to the Assumption Agreement executed by each Guarantor, (e) appropriate written legal opinions reasonably requested by the Administrative Agent with respect to such new Borrower and the Assumption Agreement covering matters similar to those covered in the opinions delivered on the Closing Date (and, if such written request is made on or after the date of occurrence of a Collateral Trigger Event, if applicableFirst Amendment Effective Date, those covered in the collateral-related opinions delivered pursuant to Section 6.09on the First Amendment Effective Date) and (f) such documentation and other evidence as is reasonably requested by the Administrative Agent or any Bank that are reasonably required Lender in order for the Administrative Agent or such Lender to comply carry out and be satisfied it has complied with the results of all necessary “know-your-know your customer” and or other anti-terrorism, anti-money laundering and similar rules and regulations, including without limitation checks under the USA PATRIOT Act; , under similar regulations and, if the Borrower qualifies as a “legal entity customer,” under the Beneficial Ownership Regulation and providedis not otherwise prohibited by Law from making Loans to such new Borrower. The Obligations of any additional Borrowers designated pursuant to this Section 2.17 may be limited as to amount as directed by the Company. The Administrative Agent shall promptly notify the Lenders of such request, further, that no together with copies of such additional Borrower shall be added unless each of the Banks consent, except that (A) to foregoing as any Lender may request and the extent an existing Borrower converts to a “master/feeder” structure, no consent designated Guarantor shall be required for the master trust in such structure to become a Borrower hereunder after such conversion, provided the converting Borrower ceases to be a Borrower hereunder on or prior to such conversion and provided that such master trust is formed under the laws of a State in the United States and (B) to the extent that an existing Borrower which is a “master trust” is merged into (or transfers all or substantially all of its assets and liabilities to) its feeder fund (the “Former Feeder Fund”), no consent shall be required for such Former Feeder Fund to become a Borrower if in connection with such merger or transfer such Former Feeder Fund shall hold all or substantially all the assets and liabilities of the prior master trust, such Former Feeder Fund is formed under the laws of a State in the United States and, prior to such merger or transfer, such Former Feeder Fund shall have no Debthereunder. Additional Borrowers may be added to this Agreement only once per each calendar quarter. Each new Borrower added to the Credit Facility after the addition of five (5) new Borrowers shall pay a new Borrower’s fee in the amount of $1,500 to the Administrative Agent, provided that the Administrative Agent may, in its sole discretion, waive the requirement to pay such fee. To the extent that the Banks deem that the Permitted Asset Coverage Ratio is insufficient with respect to any Additional Borrower, the Joinder in which such Additional Borrower becomes a Borrower may, with the agreement of such Additional Borrower and each Bank, contain language amending this Agreement to provide for a different Permitted Asset Coverage Ratio with respect to such Additional BorrowerDefaulting Lenders .

Additional Borrowers. Other investment companies (or series of investment companies), in addition to those Borrowers which are original signatories to this Agreement, may, with the written approval of all the Banks, become parties to this Agreement and be deemed Tranche A Borrowers for all purposes of this Agreement by executing an instrument substantially in the form of Exhibit G hereto (with such changes therein may be approved by the BanksAdministrative Agent), which instrument shall (i) have attached to it a copy of this Agreement (as the same may have been amended) with a revised Allocation Notice reflecting the participation of such additional investment company and (ii) be accompanied by the documents and instruments required to be delivered by the Borrowers pursuant to Section 3.1 hereof, including, without limitation, an opinion of counsel for such Borrower, in a form reasonably satisfactory to the Administrative Agent and its counsel; provided, that the joinder of any additional Additional Borrower shall be effective no earlier than five (5) Business Days following receipt by the Banks of such documents and information requested by the Administrative Agent or any Bank that are reasonably required in order to comply with “know-your-customer” and other anti-terrorism, anti-money laundering and similar rules and regulations, including without limitation the USA PATRIOT Act; and provided, further, that no such additional Additional Borrower shall be added unless each of the Banks consentBank consents, except that (A) to the extent an existing Borrower converts to a “master/feeder” structure, no consent shall be required for the master trust in such structure to become a Borrower hereunder after such conversion, provided the converting Borrower ceases to be a Borrower hereunder on or prior to such conversion and provided that such master trust is formed under the laws of a State in the United States and (B) to the extent that an existing Borrower which is a “master trust” is merged into (or transfers all or substantially all of its assets and liabilities to) its feeder fund (the “Former Feeder Fund”), no consent shall be required for such Former Feeder Fund to become a Borrower if in connection with such merger or transfer such Former Feeder Fund shall hold all or substantially all the assets and liabilities of the prior master trust, such Former Feeder Fund is formed under the laws of a State in the United States and, prior to such merger or transfer, such Former Feeder Fund shall have no Debt. Additional Borrowers may be added to this Agreement only once per each calendar quarter. Each new Borrower added to the Credit Facility after the addition of five (5) new Borrowers shall pay a new Borrower’s fee in the amount of $1,500 to the Administrative Agent, provided that the Administrative Agent may, in its sole discretion, waive the requirement to pay such fee. To the extent that the Banks deem that the Permitted Asset Coverage Ratio is insufficient with respect to any Additional Borrower, the Joinder in which such Additional Borrower becomes a Borrower may, with the agreement of such Additional Borrower and each Bank, contain language amending this Agreement to provide for a different Permitted Asset Coverage Ratio with respect to such Additional Borrower. Notwithstanding the above paragraph, the Banks hereby agree that, at any time within ninety (90) days after the Effective Date and without further consent of the Banks, each investment company (or series thereof) identified on Schedule 8.7 hereto may be added as a Borrower under this Agreement, provided that, as to such investment company (or series thereof), (i) all of the requirements (other than the further consent of the Banks) of this Section 8.7 have been met, (ii) unless consented to by the Required Banks, the final Prospectus and SAI (if applicable) of such investment company (or series thereof) shall be, (x) as to the fundamental investment objectives, policies or restrictions, identical to, and, (y) otherwise, substantially similar to, the draft or preliminary versions of the Prospectus and SAI (if applicable) delivered to the Banks prior to the Effective Date and (iii) the Joinder delivered in connection therewith identifies each Custodian for such Borrower (which identification shall be deemed to amend Schedule 5.20 hereto with such information) and designates any Borrower so identified on Schedule 8.7 as a Designated Coverage Borrower. The Administrative Agent shall give prompt notice to the Banks of any such addition of new Borrowers under this paragraph and shall deliver to the Banks copies of such documents delivered to it in connection therewith. No investment company (or series of an investment company) shall be admitted as a party to this Agreement as a Borrower unless at the time of such admission and after giving effect thereto: (i) the representations and warranties set forth in Article IV hereof shall be true and correct with respect to such Borrower; (ii) such Borrower shall be in compliance in all material respects with all of the terms and provisions set forth herein on its part to be observed or performed at the time of the admission and after giving effect thereto; and (iii) no Default or Event of Default with respect to such Borrower shall have occurred and be continuing.

Additional Borrowers. Other investment companies (or series of investment companies), in addition to those Borrowers which are original signatories to this Agreement, may, with the written approval of all the Banks, become parties to this Agreement and be deemed Tranche A Borrowers for all purposes of this Agreement by executing an instrument substantially in the form of Exhibit G hereto (with such changes therein may be approved by the BanksAdministrative Agent), which instrument shall (i) have attached to it a copy of this Agreement (as the same may have been amended) with a revised Allocation Notice reflecting the participation of such additional investment company and (ii) be accompanied by the documents and instruments required to be delivered by the Borrowers pursuant to Section 3.1 hereof, including, without limitation, an opinion of counsel for such Borrower, in a form reasonably satisfactory to the Administrative Agent and its counsel; provided, that the joinder of any additional Borrower shall be effective no earlier than five (5) Business Days following receipt by the Banks of such documents and information requested by the Administrative Agent or any Bank that are reasonably required in order to comply with “know-your-customer” and other anti-terrorism, anti-money laundering and similar rules and regulations, including without limitation the USA PATRIOT Act; and provided, further, that no such additional Borrower shall be added unless each of the Banks consent, except that (A) to the extent an existing Borrower converts to a “master/feeder” structure, no consent shall be required for the master trust in such structure to become a Borrower hereunder after such conversion, provided the converting Borrower ceases to be a Borrower hereunder on or prior to such conversion and provided that such master trust is formed under the laws of a State in the United States and (B) to the extent that an existing Borrower which is a “master trust” is merged into (or transfers all or substantially all of its assets and liabilities to) its feeder fund (the “Former Feeder Fund”), no consent shall be required for such Former Feeder Fund to become a Borrower if in connection with such merger or transfer such Former Feeder Fund shall hold all or substantially all the assets and liabilities of the prior master trust, such Former Feeder Fund is formed under the laws of a State in the United States and, prior to such merger or transfer, such Former Feeder Fund shall have no Debt. Additional Borrowers may be added to this Agreement only once per each calendar quarter. Each new Borrower added to the Credit Facility after the addition of five (5) new Borrowers shall pay a new Borrower’s fee in the amount of $1,500 to the Administrative Agent, provided that the Administrative Agent may, in its sole discretion, waive the requirement to pay such fee. To the extent that the Banks deem that the Permitted Asset Coverage Ratio is insufficient with respect to any Additional Borrower, the Joinder in which such Additional Borrower becomes a Borrower may, with the agreement of such Additional Borrower and each Bank, contain language amending this Agreement to provide for a different Permitted Asset Coverage Ratio with respect to such Additional Borrower. Notwithstanding the above paragraph, the Banks hereby agree that, at any time within ninety (90) days after the Effective Date and without further consent of the Banks, those investment companies identified on Schedule 8.7 hereto may be added as Borrowers under this Agreement, provided that (i) all of the requirements (other than the further consent of the Banks) of this Section 8.7 have been met and (ii) the Joinder delivered in connection therewith identifies each Custodian for such Borrower (which identification shall be deemed to amend Schedule 5.20 hereto with such information) and designates any Borrower so identified on Schedule 8.7 as a Designated Coverage Borrower. The Administrative Agent shall give prompt notice to the Banks of any such addition of new Borrowers under this paragraph and shall deliver to the Banks copies of such documents delivered to it in connection therewith. No investment company (or series of an investment company) shall be admitted as a party to this Agreement as a Borrower unless at the time of such admission and after giving effect thereto: (i) the representations and warranties set forth in Article IV hereof shall be true and correct with respect to such Borrower; (ii) such Borrower shall be in compliance in all material respects with all of the terms and provisions set forth herein on its part to be observed or performed at the time of the admission and after giving effect thereto; and (iii) no Default or Event of Default with respect to such Borrower shall have occurred and be continuing.

Additional Borrowers. Other investment companies (a) From time to time (in the case of the Term B-3 Facility or the Term B-4 Facility, on or prior to the Restatement Effective Date and, in the case of the Revolving Facility, prior to, on or after the Restatement Effective Date), and with five Business Days’ notice to the Applicable Administrative Agent (or series of investment companiessuch shorter period as the Administrative AgentAgents may agree), in addition to those Borrowers which are original signatories to this Agreementthe Company may designate any wholly-owned Restricted Subsidiary of the Company that is a Domestic Subsidiary (or, may, with the written approval of all the Banks, become parties to this Agreement and be deemed Tranche A Borrowers for all purposes of this Agreement by executing an instrument substantially solely in the form case of Exhibit G hereto the Term B-4 Facility, a Domestic Subsidiary or a #95537764v15AMERICAS/2023466857.21 #96465179v1 Foreign Subsidiary) as a “Co-Borrower” (each such person, a “Co-Borrower”) with respect to any Class of Loans or Facility. Such designation shall be subject to the Applicable Administrative Agent’s consent and “know your customer” procedures and compliance with anti-money laundering rules and regulations reasonably satisfactory to the Applicable Administrative Agent and the applicable Lenders, and in the case of a Foreign Subsidiary shall be subject to structural and tax considerations, collateral and guarantee arrangements reasonably satisfactory to the Administrative Agent; provided, that any such changes therein may be approved Co-Borrowers do not result in (i) any incremental withholding tax to the Lenders or (ii) any loss of guarantee or Collateral by the Banks)Loan Parties. If any Lender has determined that it is not legally permitted to lend to or establish credit for the account of a Co-Borrower that is not organized in the United States, which instrument such Lender will not be obligated to extend credit to such Co-Borrower; provided that such Lender shall continue to have the obligation to provide the relevant commitments to the Company. Each Co-Borrower that is a Domestic Subsidiary shall (i) have attached to it be a copy joint and several co-borrower of this Agreement (as the same may have been amended) with a revised Allocation Notice reflecting the participation of such additional investment company Company and (ii) be accompanied either (x) become a Guarantor of all of the Obligations by executing and delivering to the Administrative Agent a Joinder Agreement or such other documents as the Administrative Agent shall deem appropriate for such purpose and instruments required upon the reasonable request of the Applicable Administrative Agent, deliver to be delivered by the Borrowers pursuant to Section 3.1 hereof, including, without limitation, an Applicable Administrative Agent a signed copy of a customary opinion of counsel for such Co-Borrower, in a form reasonably satisfactory addressed to the Applicable Administrative Agent and its counsel; provided, that the joinder Lenders or (y) enter into waivers of any additional Borrower shall be effective no earlier than five (5) Business Days following receipt by the Banks of such documents and information requested by the Administrative Agent or any Bank that are reasonably required in order defenses to comply suretyship substantially consistent with “know-your-customer” and other anti-terrorism, anti-money laundering and similar rules and regulations, including without limitation the USA PATRIOT Act; and provided, further, that no such additional Borrower shall be added unless each of the Banks consent, except that (A) to the extent an existing Borrower converts to a “master/feeder” structure, no consent shall be required for the master trust in such structure to become a Borrower hereunder after such conversion, provided the converting Borrower ceases to be a Borrower hereunder on or prior to such conversion and provided that such master trust is formed under the laws of a State those contained in the United States and (B) to the extent that an existing Borrower which is a “master trust” is merged into (or transfers all or substantially all of its assets and liabilities to) its feeder fund (the “Former Feeder Fund”), no consent shall be required for such Former Feeder Fund to become a Borrower if in connection with such merger or transfer such Former Feeder Fund shall hold all or substantially all the assets and liabilities of the prior master trust, such Former Feeder Fund is formed under the laws of a State in the United States and, prior to such merger or transfer, such Former Feeder Fund shall have no Debt. Additional Borrowers may be added to this Agreement only once per each calendar quarter. Each new Borrower added to the Credit Facility after the addition of five (5) new Borrowers shall pay a new Borrower’s fee in the amount of $1,500 to the Administrative Agent, provided that the Administrative Agent may, in its sole discretion, waive the requirement to pay such fee. To the extent that the Banks deem that the Permitted Asset Coverage Ratio is insufficient with respect to any Additional Borrower, the Joinder in which such Additional Borrower becomes a Borrower may, with the agreement of such Additional Borrower and each Bank, contain language amending this Agreement to provide for a different Permitted Asset Coverage Ratio with respect to such Additional BorrowerGuaranty.

Additional Borrowers. Other investment companies (a) Notwithstanding anything in Section 11.12 to the contrary, following the Closing Date and subject to the conditions set forth in Section 4.03, the Parent Borrower may request that one or series more of investment companies), in addition its Subsidiaries that is a wholly-owned Restricted Subsidiary be added as an additional Borrower under the Revolving Facility by delivering to those Borrowers which are original signatories to this Agreement, may, with the written approval of all Administrative Agent an Additional Borrower Agreement executed by such Subsidiary and the Banks, become parties to this Agreement and be deemed Tranche A Borrowers Parent Borrower. Such Subsidiary shall for all purposes of this Agreement by executing an instrument substantially in be a Borrower hereunder no earlier than the form latest of Exhibit G hereto (with such changes therein may be approved by the Banks), which instrument shall (i) have attached to it a copy of this Agreement (as the same may have been amended) with a revised Allocation Notice reflecting the participation of such additional investment company and (ii) be accompanied by the documents and instruments required to be delivered by the Borrowers pursuant to Section 3.1 hereof, including, without limitation, an opinion of counsel for such Borrower, in a form reasonably satisfactory to the Administrative Agent and its counsel; provided, that the joinder of any additional Borrower shall be effective no earlier than five (5) Business Days following (or such shorter period as the Administrative Agent may in its discretion agree) after delivery of such Additional Borrower Agreement, (ii) receipt by the Banks Lenders and the Administrative Agent of such documents documentation and other information reasonably requested by the Lenders or the Administrative Agent or any Bank that are reasonably required in order to comply for purposes of complying with all necessary “know-your-know your customer” or other similar checks under all applicable laws and regulations provided that there has been no written objection submitted by any of the Lenders or the Administrative Agent within five (5) Business Days of the date of receipt of such documentation and other anti-terrorisminformation and (iii) if the applicable Additional Borrower is organized or incorporated in or under the laws of, anti-money laundering and similar rules and regulationsor for applicable Tax purposes is resident of or treated as engaged in a trade or business in, including without limitation the USA PATRIOT Act; and provided, further, that no such additional Borrower shall be added unless each of the Banks consent, except that (A) to the extent an existing Borrower converts to any jurisdiction other than a “master/feeder” structure, no consent shall be required for the master trust jurisdiction in such structure to become a Borrower hereunder after such conversion, provided the converting Borrower ceases to be a Borrower hereunder on or prior to such conversion and provided that such master trust is formed under the laws of a State in the United States and (B) to the extent that an existing Borrower which is a “master trust” is merged into (or transfers all or substantially all of its assets and liabilities to) its feeder fund (the “Former Feeder Fund”), no consent shall be required for such Former Feeder Fund to become a Borrower if in connection with such merger or transfer such Former Feeder Fund shall hold all or substantially all the assets and liabilities at least one of the prior master trust, then-existing Borrowers is organized or incorporated on the date such Former Feeder Fund Additional Borrower Agreement is formed under the laws of a State in the United States and, prior to such merger or transfer, such Former Feeder Fund shall have no Debt. Additional Borrowers may be added to this Agreement only once per each calendar quarter. Each new Borrower added to the Credit Facility after the addition of five (5) new Borrowers shall pay a new Borrower’s fee in the amount of $1,500 delivered to the Administrative Agent, provided that an amendment of this Agreement (including, without limitation, Section 3.02, Section 3.02A and the definition of “Excluded Taxes”) and the other Loan Documents to include such Subsidiary as an Additional Borrower hereunder, which amendment must be as mutually agreed by the Administrative Agent mayAgent, in its sole discretion, waive the requirement to pay such fee. To the extent that the Banks deem that the Permitted Asset Coverage Ratio is insufficient with respect to any Additional Parent Borrower, the Joinder in which such Additional Borrower becomes a Borrower may, with the agreement of such applicable Additional Borrower and each Bank, contain language amending this Agreement Lender (provided that no such amendment shall materially adversely affect the rights of any Lender that has not consented to provide for such amendment); provided that (a) each Additional Borrower shall also be a different Permitted Asset Coverage Ratio with respect to Guarantor and (b) neither the Administrative Agent nor any Lender shall be materially adversely affected by the addition of such Additional Borrower. Any obligations in respect of borrowings by any Borrower under this Agreement will constitute “Obligations” for all purposes of the Loan Documents. Promptly following receipt of any Additional Borrower Agreement the Administrative Agent shall send a copy thereof to each Lender.

Additional Borrowers. Other investment companies Subject to Section 8.14, Centuri may at any time, upon not less than fifteen (15) Business Days’ notice from Centuri to the Administrative Agent and the Lenders (or series of investment companiessuch shorter period as may be agreed by the Administrative Agent in its sole discretion), request that a Wholly-Owned US Subsidiary or Wholly-Owned Canadian Subsidiary (each, an “Applicant Borrower”) be designated as an Additional Borrower to receive Loans and request Letters of Credit hereunder by delivering to the Administrative Agent (which shall promptly deliver counterparts thereof to each Lender) a duly executed notice and agreement in addition substantially the form of Exhibit I (an “Additional Borrower Request and Assumption Agreement”); provided that no US Subsidiary or Canadian Subsidiary may be designated as an Additional Borrower without the consent of each Revolving Credit Lender unless such US Subsidiary or Canadian Subsidiary is already a US Subsidiary Guarantor or Canadian Subsidiary Guarantor, as applicable. The parties hereto acknowledge and agree that prior to those any Applicant Borrower becoming entitled to utilize the Credit Facilities, the Administrative Agent and the Lenders shall have received such supporting Security Documents, supplements to the Loan Documents, resolutions, incumbency certificates, opinions of counsel, all documentation and other information in order to comply with requirements of any Anti-Money Laundering Laws including, without limitation, the PATRIOT Act and any applicable “know your customer” rules and regulations, Beneficial Ownership Certification 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 Lenders in their sole discretion, and Notes signed by such new Borrowers which are original signatories to this Agreementthe extent any Lenders so require. If the Administrative Agent and the Lenders agree that an Applicant Borrower shall be entitled to receive Loans and request Letters of Credit hereunder, may, with the written approval then promptly following xcii 165457743_4174358596_2 receipt of all such requested documents and information described above, the BanksAdministrative Agent shall send a notice in substantially the form of Exhibit J (an “Additional Borrower Notice”) to Centuri and the Lenders specifying the effective date upon which the Applicant Borrower shall constitute an Additional Borrower for purposes hereof, become whereupon each of the Lenders agrees to permit such Additional Borrower to receive Loans and request Letters of Credit hereunder, on the terms and conditions set forth herein, and each of the parties to this Agreement and agrees that such Additional Borrower otherwise shall be deemed Tranche A Borrowers a Borrower for all purposes of this Agreement by executing an instrument substantially in the form Agreement; provided that no Notice of Exhibit G hereto (with such changes therein Borrowing or Letter of Credit Application may be approved submitted by the Banks), which instrument shall (i) have attached to it a copy of this Agreement (as the same may have been amended) with a revised Allocation Notice reflecting the participation or on behalf of such additional investment company and (ii) be accompanied by Additional Borrower until the documents and instruments required to be delivered by the Borrowers pursuant to Section 3.1 hereof, including, without limitation, an opinion of counsel for such Borrower, in a form reasonably satisfactory to the Administrative Agent and its counsel; provided, that the joinder of any additional Borrower shall be effective no earlier than date five (5) Business Days following receipt by the Banks of such documents and information requested by the Administrative Agent or any Bank that are reasonably required in order to comply with “know-your-customer” and other anti-terrorism, anti-money laundering and similar rules and regulations, including without limitation the USA PATRIOT Act; and provided, further, that no such additional Borrower shall be added unless each of the Banks consent, except that (A) to the extent an existing Borrower converts to a “master/feeder” structure, no consent shall be required for the master trust in such structure to become a Borrower hereunder after such conversion, provided the converting Borrower ceases to be a Borrower hereunder on or prior to such conversion and provided that such master trust is formed under the laws of a State in the United States and (B) to the extent that an existing Borrower which is a “master trust” is merged into (or transfers all or substantially all of its assets and liabilities to) its feeder fund (the “Former Feeder Fund”), no consent shall be required for such Former Feeder Fund to become a Borrower if in connection with such merger or transfer such Former Feeder Fund shall hold all or substantially all the assets and liabilities of the prior master trust, such Former Feeder Fund is formed under the laws of a State in the United States and, prior to such merger or transfer, such Former Feeder Fund shall have no Debt. Additional Borrowers may be added to this Agreement only once per each calendar quarter. Each new Borrower added to the Credit Facility after the addition of five (5) new Borrowers shall pay a new Borrower’s fee in the amount of $1,500 to the Administrative Agent, provided that the Administrative Agent may, in its sole discretion, waive the requirement to pay such fee. To the extent that the Banks deem that the Permitted Asset Coverage Ratio is insufficient with respect to any Additional Borrower, the Joinder in which such Additional Borrower becomes a Borrower may, with the agreement of such Additional Borrower and each Bank, contain language amending this Agreement to provide for a different Permitted Asset Coverage Ratio with respect to such Additional Borrowereffective date.

Additional Borrowers. Other investment companies (a) Notwithstanding anything in Section 10.8 to the contrary, following the Closing Date, the Borrower may request that one or series more of investment companies), in addition its subsidiaries that is a wholly-owned Restricted Subsidiary be added as an additional borrower (the “Additional Borrower”) under the Revolving Loans by delivering to those Borrowers which are original signatories to this Agreement, may, with the written approval of all Administrative Agent an Additional Borrower Agreement executed by such subsidiary and the Banks, become parties to this Agreement and be deemed Tranche A Borrowers Borrower. Such subsidiary shall for all purposes of this Agreement by executing an instrument substantially in be a borrower hereunder no earlier than the form latest of Exhibit G hereto (with such changes therein may be approved by the Banks), which instrument shall (i) have attached to it a copy of this Agreement ten (10) Business Days (or such shorter period as the same Administrative Agent may have been amendedin its discretion agree) with a revised Allocation Notice reflecting the participation after delivery of such additional investment company and Additional Borrower Agreement; (ii) be accompanied ten (10) Business Days after receipt by the documents Lenders and instruments required to be delivered the Administrative Agent of such documentation and other information reasonably requested by the Borrowers pursuant Lenders or the Administrative Agent for purposes of complying with all necessary “know your customer” or other similar checks under all applicable laws and regulations provided that there has been no written objection submitted by any of the Lenders or the Administrative Agent within ten (10) Business Days of the date of receipt of such documentation and other information; and (iii) if the applicable Additional Borrower is organized or incorporated in or under the laws of, or for applicable Tax purposes is resident of or treated as engaged in a trade or business in, any jurisdiction other a jurisdiction in or under the laws of which at least one then-existing Borrower is organized or incorporated as of the date the Additional Borrower Agreement is delivered to Section 3.1 hereofthe Administrative Agent, the date of the effectiveness of an amendment of this Agreement, which amendment must be as mutually agreed by the Administrative Agent, the Borrower, such Additional Borrower and each Lender (including, without limitation, an opinion Section 2.17 and the definition of counsel Excluded Taxes” and whether a carve out for any “day one” Taxes is appropriate); provided that (x) each Additional Borrower shall also be a Guarantor, (y) neither the Administrative Agent nor any Lender shall be adversely affected by the addition of such Borrower, in a Additional Borrower and (z) the jurisdiction of organization and the organizational form reasonably satisfactory of Additional Borrower shall be acceptable to the Administrative Agent and its counsel; provided, that each Revolving Lender. Any obligations in respect of borrowings by any Additional Borrower under this Agreement will constitute “Obligations” for all purposes of the joinder Credit Documents. Promptly following receipt of any additional Additional Borrower shall be effective no earlier than five (5) Business Days following receipt by the Banks of such documents and information requested by Agreement the Administrative Agent or any Bank that are reasonably required in order shall send a copy thereof to comply with “know-your-customer” and other anti-terrorism, anti-money laundering and similar rules and regulations, including without limitation the USA PATRIOT Act; and provided, further, that no such additional Borrower shall be added unless each of the Banks consent, except that (A) to the extent an existing Borrower converts to a “master/feeder” structure, no consent shall be required for the master trust in such structure to become a Borrower hereunder after such conversion, provided the converting Borrower ceases to be a Borrower hereunder on or prior to such conversion and provided that such master trust is formed under the laws of a State in the United States and (B) to the extent that an existing Borrower which is a “master trust” is merged into (or transfers all or substantially all of its assets and liabilities to) its feeder fund (the “Former Feeder Fund”), no consent shall be required for such Former Feeder Fund to become a Borrower if in connection with such merger or transfer such Former Feeder Fund shall hold all or substantially all the assets and liabilities of the prior master trust, such Former Feeder Fund is formed under the laws of a State in the United States and, prior to such merger or transfer, such Former Feeder Fund shall have no Debt. Additional Borrowers may be added to this Agreement only once per each calendar quarter. Each new Borrower added to the Credit Facility after the addition of five (5) new Borrowers shall pay a new Borrower’s fee in the amount of $1,500 to the Administrative Agent, provided that the Administrative Agent may, in its sole discretion, waive the requirement to pay such fee. To the extent that the Banks deem that the Permitted Asset Coverage Ratio is insufficient with respect to any Additional Borrower, the Joinder in which such Additional Borrower becomes a Borrower may, with the agreement of such Additional Borrower and each Bank, contain language amending this Agreement to provide for a different Permitted Asset Coverage Ratio with respect to such Additional BorrowerLender.