Common use of Additional Borrowers Clause in Contracts

Additional Borrowers. (a) Notwithstanding anything in Section 10.8 to the contrary, following the Closing Date, the Borrower may request that one or more of 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 the Administrative Agent an Additional Borrower Agreement executed by such subsidiary and the Borrower. Such subsidiary shall for all purposes of this Agreement be a borrower hereunder no earlier than the latest of (i) [REDACTED – Time Period] (or such shorter period as the Administrative Agent may in its discretion agree) after delivery of such Additional Borrower Agreement; (ii) [REDACTED – Time Period] 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 submitted by any of the Lenders or the Administrative Agent within [REDACTED – Time Period] 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 the 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, Section 2.17 and the definition of 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 Additional Borrower and (z) the jurisdiction of organization and the organizational form of Additional Borrower shall be acceptable to the Administrative Agent and each Revolving Lender. 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 Borrower Agreement the Administrative Agent shall send a copy thereof to each Lender.

Additional Borrowers. (a) Notwithstanding anything From time to time (in Section 10.8 the case of the Term B-3 Facility or the Term B-4 Facility, on or prior to the contraryRestatement Effective Date and, following in the Closing Date, the Borrower may request that one or more case of its subsidiaries that is a wholly-owned Restricted Subsidiary be added as an additional borrower (the “Additional Borrower”) under the Revolving Loans by delivering Facility, prior to, on or after the Restatement Effective Date), and with five Business Days’ notice to the Administrative Agent an Additional Borrower Agreement executed by such subsidiary and the Borrower. Such subsidiary shall for all purposes of this Agreement be a borrower hereunder no earlier than the latest of (i) [REDACTED – Time Period] (or such shorter period as the Administrative Agent may agree), the Company may designate any wholly-owned Restricted Subsidiary of the Company that is a Domestic Subsidiary (or, solely in its discretion agreethe case of the Term B-4 Facility, a Domestic Subsidiary or a Foreign Subsidiary) after delivery as a “Co-Borrower” (each such person, a “Co-Borrower”) with respect to any Class of such Additional Borrower Agreement; (ii) [REDACTED – Time Period] after receipt by the Lenders and Loans or Facility. Such designation shall be subject to the Administrative Agent of such documentation Agent’s consent 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 procedures and compliance with anti-money laundering rules and regulations provided that there has been no written objection submitted by any of the Lenders or the Administrative Agent within [REDACTED – Time Period] 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 the 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, Section 2.17 and the definition of 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 Additional Borrower and (z) the jurisdiction of organization and the organizational form of Additional Borrower shall be acceptable reasonably satisfactory to the Administrative Agent and each Revolving Lenderthe 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 Co-Borrowers do not result in (i) any incremental withholding tax to the Lenders or (ii) any loss of guarantee or Collateral by the Loan Parties. Any obligations 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 respect of borrowings by any Additional the United States, 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 under this Agreement will constitute “Obligations” for all purposes that is a Domestic Subsidiary shall (i) be a joint and several co-borrower of the Credit Documents. Promptly following receipt Company and (ii) either (x) become a Guarantor of any Additional Borrower all of the Obligations by executing and delivering to the Administrative Agent a Joinder Agreement or such other documents as the Administrative Agent shall send deem appropriate for such purpose and upon the reasonable request of the Administrative Agent, deliver to the Administrative Agent a signed copy thereof of a customary opinion of counsel for such Co-Borrower, addressed to each Lenderthe Administrative Agent and the Lenders or (y) enter into waivers of defenses to suretyship substantially consistent with those contained in the Guaranty.

Additional Borrowers. (a) Notwithstanding anything in Section 10.8 ACS may at any time, upon not less than 5 Business Days’ notice from ACS to the contraryAdministrative Agent (or such shorter period as may be agreed by the Administrative Agent in its sole discretion), following the Closing Date, the Borrower may request that one or more include any Subsidiary of its subsidiaries that is a wholly-owned Restricted Subsidiary be added ACS (an “Applicant Borrower”) as an additional borrower (the “Additional Borrower”) under the Revolving Borrower to receive Loans hereunder by delivering to the Administrative Agent (which shall promptly deliver counterparts thereof to each Lender) a duly executed notice and agreement in substantially the form of Exhibit G (an “Additional Borrower Notice and Assumption Agreement”). The parties hereto acknowledge and agree that prior to any Applicant Borrower becoming entitled to utilize the Facilities or submit a Competitive Bid Request provided for herein the Administrative Agent and the Lenders shall have received such documents and items, in form, content, and scope reasonably satisfactory to Administrative Agent, set forth on Schedule 2.16 hereto. Within five (5) Business Days following receipt of all such documents or items, the Administrative Agent shall either (i) notify ACS of the need to correct, clarify, or supplement any of the items provided pursuant to this clause (a) or (ii) send a notice in substantially the form of Exhibit H (an “Additional Borrower Notice”) to ACS and the Lenders specifying that the Applicant Borrower shall constitute a Borrower for purposes hereof in accordance with the terms of the Additional Borrower Notice. If the Administrative Agent has notified ACS of the need to correct, clarify, or supplement any of the items provided pursuant to this clause (a), within 5 Business Days of the receipt by the Administrative Agent of any requested corrections, clarifications or supplements to the items previously delivered pursuant to this clause (a), the Administrative Agent shall either (i) notify ACS that such Applicant Borrower has been rejected as a Borrower hereunder or (ii) send an Additional Borrower Agreement executed by such subsidiary Notice to ACS and the BorrowerLenders specifying that the Applicant Borrower shall constitute a Borrower for purposes hereof in accordance with the terms of the Additional Borrower Notice. Such subsidiary Upon the acceptance of any Applicant Borrower as a Borrower hereunder, each of the Lenders agrees to permit such Borrower to receive Loans and request Letters of Credit or Competitive Letters of Credit hereunder, on the terms and conditions set forth herein, and each of the parties agrees that such Borrower otherwise shall be a Borrower for all purposes of this Agreement be a borrower hereunder no earlier than the latest of (i) [REDACTED – Time Period] (or such shorter period as the Administrative Agent may in its discretion agree) after delivery of such Additional Borrower Agreement; (ii) [REDACTED – Time Period] 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 submitted by any of the Lenders or the Administrative Agent within [REDACTED – Time Period] 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 the 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, Section 2.17 and the definition of 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 Additional Borrower and (z) the jurisdiction of organization and the organizational form of Additional Borrower shall be acceptable to the Administrative Agent and each Revolving Lender. 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 Borrower Agreement the Administrative Agent shall send a copy thereof to each Lender.

Additional Borrowers. (a) Notwithstanding anything in Section 10.8 11.01 to the contrary, following the Closing Date, the Parent Borrower may request that add one or more of its subsidiaries Foreign Subsidiaries that is a wholly-owned Restricted Wholly Owned Subsidiary be added as an additional borrower (the “Additional Borrower”) Foreign Borrower under the Limited Currency Revolving Loans Facility or Multicurrency Revolving Facility by delivering to the Administrative Agent an Additional a Foreign Borrower Agreement executed by such subsidiary Subsidiary and the Parent Borrower. Such subsidiary shall for all purposes of this Agreement be a borrower hereunder no earlier than the latest of After (i) [REDACTED – Time Period] (or five Business Days have elapsed after such shorter period as the Administrative Agent may in its discretion agree) after delivery of such Additional Borrower Agreement; and (ii) [REDACTED – Time Period] after receipt by the Lenders Lenderseach Lender and the Administrative Agent of such documentation and other information reasonably requested by the Lenders Lenderssuch Lender or the Administrative Agent Agent, as the case may be (which documentation and information shall be reasonably satisfactory to such Lender), for purposes of complying with all necessary “know your customer” or other similar checks under all applicable laws and regulations regulations, such Foreign Subsidiary shall for all purposes of this Credit Agreement be a Foreign Borrower hereunder; provided that there has been no written objection submitted each Foreign Borrower shall also be a Foreign Guarantor. Any obligations in respect of borrowings by any Foreign Subsidiary under the Credit Agreement will constitute “Obligations,” “Foreign Obligations” and “Secured Obligations” for all purposes of the Lenders or the Administrative Agent within [REDACTED – Time Period] of the date of receipt of such documentation and other information; and (iii) if Credit Documents. If the applicable Additional additional Foreign 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, or having a paying agent in, any jurisdiction other than a jurisdiction in or under the laws of which at least one of the then-existing Borrower Borrowers is organized or incorporated as of on the date the Additional such Foreign Borrower Agreement is delivered to the Administrative Applicable Agent, the date of the effectiveness of as a condition to adding such Foreign Borrower, there shall be an amendment to the Credit Documents (including, without limitation, to Section 3.01 of this AgreementCredit 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, such Additional the applicable additional Foreign Borrower and each Limited Currency Revolving Lender and/or Multicurrency Revolving Lender (including, without limitation, Section 2.17 and the definition of Excluded Taxes” and whether a carve out for any “day one” Taxes is appropriate); as applicable) (provided that (x) each Additional Borrower no such amendment shall also be a Guarantor, (y) neither materially adversely affect the Administrative Agent nor rights of any Lender shall be adversely affected that has not consented to such amendment). Upon the execution by the addition of such Additional Parent Borrower and (z) the jurisdiction of organization a Foreign Borrower and the organizational form of Additional Borrower shall be acceptable delivery to the Administrative Agent of a Foreign Borrower Termination with respect to such Foreign Borrower, such Foreign Borrower shall cease to be a Foreign Borrower and each Revolving Lender. Any obligations in respect of borrowings by a party to this Credit Agreement; provided that no Foreign Borrower Termination will become effective as to any Additional Foreign Borrower (other than to terminate such Foreign Borrower’s right to make further Borrowings under this Agreement will constitute “Obligations” for all purposes Credit Agreement) at a time when any Loan to, B/A on behalf of, or Letter of the Credit Documentsissued to such Foreign Borrower shall be outstanding hereunder. Promptly following receipt of any Additional 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. (a) Notwithstanding anything in Section 10.8 to the contrary, following the Closing Date, the Borrower Terex may request that one or more designate any of its subsidiaries wholly owned Subsidiaries that is a wholly-owned Restricted Subsidiary as a Borrower under any Class of Revolving Credit Commitments; provided that (i) the Administrative Agent shall be added as an additional borrower reasonably satisfied that the applicable Lenders may make loans and other extensions of credit to such person in the applicable currency or currencies in such person's jurisdiction in compliance with applicable laws and regulations and without being subject to any unreimbursed or unindemnified Tax or other expense and (the “Additional Borrower”ii) under the Revolving Loans by delivering Terex and such Restricted Subsidiary shall have delivered to the Administrative Agent an Additional Borrower Agreement executed by such subsidiary and the Borrower. Such subsidiary shall for corporate documentation (including all purposes of this Agreement be a borrower hereunder no earlier than the latest of (i) [REDACTED – Time Period] (or such shorter period as the Administrative Agent may in its discretion agree) after delivery of such Additional Borrower Agreement; (ii) [REDACTED – Time Period] 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 applicable “know your customer” documentation), charter documents, by-laws, resolutions and legal opinions (in each case, consistent with those provided or other similar checks required to be provided by Terex under all applicable laws Sections 4.01 and regulations provided that there has been no written objection submitted 4.02 on the Effective Date and the Funding Date, respectively, modified as appropriate for the jurisdiction in question or otherwise as may be agreed to by any the Administrative Agent. For purposes of clause (i) of the Lenders or preceding sentence, absent a Change in Law affecting any such Subsidiary, the “Subsidiary Borrowers” under, and as defined in, the Existing Credit Agreement as of the Effective Date shall be deemed to be acceptable as borrowers hereunder with respect to any similar facilities hereunder. Upon the receipt by the Administrative Agent within [REDACTED – Time Period] of a Borrowing Subsidiary Agreement executed by such a wholly owned Subsidiary and Terex, and the date documentation referred to in the preceding sentence, such wholly owned Subsidiary shall be a Subsidiary Borrower and a party to this Agreement. A Subsidiary shall cease to be a Subsidiary Borrower hereunder at such time as no Loans, Fees or any other amounts due in connection therewith pursuant to the terms hereof shall be outstanding by such Subsidiary, no Letters of receipt Credit issued for the account of such documentation Subsidiary shall be outstanding and other information; such Subsidiary 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 Terex shall have executed and delivered to the 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, Section 2.17 and the definition of Excluded Taxes” and whether Agent a carve out for any “day one” Taxes is appropriate)Borrowing Subsidiary Termination; provided that (x) each Additional Borrower that, notwithstanding anything herein to the contrary, no Subsidiary shall also cease to be a Guarantor, (y) neither the Administrative Agent nor any Lender shall be adversely affected by the addition of such Additional Subsidiary Borrower and (z) the jurisdiction of organization and the organizational form of Additional Borrower shall be acceptable to the Administrative Agent and each Revolving Lender. 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 Borrower Agreement the Administrative Agent shall send solely because it no longer is a copy thereof to each Lenderwholly owned Subsidiary.

Additional Borrowers. (a) Notwithstanding anything in Section 10.8 to the contrary, following the Closing Date, the The Parent Borrower may request that one or more of its subsidiaries that is a designate any wholly-owned Restricted Subsidiary be added as a Borrower under any Revolving Commitments or any Incremental Facility (an additional borrower (the “Additional Borrower”) under the Revolving Loans by delivering to ); provided that the Administrative Agent shall be reasonably satisfied that, with respect to any such Subsidiary which is not a Domestic Subsidiary, the applicable Lenders to such Additional Borrower may make loans and other extensions of credit to such Subsidiary in such person’s jurisdiction of organization in compliance with applicable laws and regulations, without being required or qualified to do business in such jurisdiction and without being subject to any unreimbursed or unindemnified Taxes or other expense. Such wholly-owned Subsidiary shall become an Additional Borrower Agreement executed and a party to this Agreement, and all references to the “Borrowers” and “Subsidiary Borrowers” shall also include such Additional Borrower, as applicable, upon (a) the receipt by such subsidiary the Administrative Agent of documentation consistent in scope with the documentation set forth in the definition of “Vion Subsidiary Borrower Joinder Date” and (b) the Borrower. Such subsidiary shall for all purposes of this Agreement be a borrower hereunder no earlier than the latest of (i) [REDACTED – Time Period] Lenders being provided with 10 Business Days’ prior notice (or such shorter period of time as the Administrative Agent may in its discretion shall reasonably agree) after delivery of such any Additional Borrower Agreement; (ii) [REDACTED – Time Period] after receipt by being added pursuant to this Section 10.20. This Agreement may be amended as necessary or appropriate, in CREDIT AGREEMENT, Page 153 the Lenders and the Administrative Agent reasonable opinion 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 submitted by any of the Lenders or the Administrative Agent within [REDACTED – Time Period] 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 the 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, Section 2.17 and the definition of 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 Additional Borrower and (z) the jurisdiction of organization and the organizational form of Additional Borrower shall be acceptable to the Administrative Agent and each Revolving Lenderthe Parent Borrower to effect the provisions of or be consistent with this Section 10.20. Any obligations in respect Notwithstanding any other provision of borrowings by any Additional Borrower under this Agreement will constitute “Obligations” for all purposes of to the Credit Documents. Promptly following receipt of contrary (including Section 10.02), any Additional Borrower Agreement such deemed amendment may be memorialized in writing by the Administrative Agent shall send a copy thereof with the Parent Borrower’s consent, but without the consent of any other Lenders, and furnished to each Lenderthe other parties hereto.

Additional Borrowers. The Company may at any time, upon not less than 10 Business Days’ written notice from the Company to the Administrative Agent (or such shorter period as may be agreed by the Administrative Agent in its sole discretion), designate (a) Notwithstanding anything in Section 10.8 to the contrary, following the Closing Date, the Borrower may request that one or more of its subsidiaries that is a wholly-owned Restricted any Domestic Subsidiary be added as an additional borrower Primary Revolving Borrower or (b) any Subsidiary of the Company as an additional Multicurrency Revolving Borrower hereunder (each an “Additional Applicant Borrower”) under the Revolving Loans by delivering to the Administrative Agent a duly executed Joinder Agreement, together with each of the documents and other items set forth on Schedule 7.12, in each case, in form and substance reasonably satisfactory to the Administrative Agent. Upon receipt of such notice, the Administrative Agent shall provide a copy to each Primary Revolving Lender or each Multicurrency Revolving Lender, as applicable. Within 10 Business Days following receipt of all such documents and items, the Administrative Agent shall either (i) notify the Company of the need to correct, clarify or supplement any of the items provided pursuant to this Section 7.12 or (ii) deliver a notice in substantially the form of Exhibit K (an “Additional Borrower Acceptance”) to the Company and the Lenders specifying that the Applicant Borrower has become a Borrower hereunder in accordance with the terms of the Joinder Agreement and, to the extent applicable, request that each relevant Lender provide the Administrative Agent with the Applicable Lending Office for such Lender with respect to Borrowings by such additional Borrower. If the Administrative Agent has requested the Company to correct, clarify, or supplement any of the documents or items as provided in clause (i) above, within 10 Business Days of the receipt by the Administrative Agent of any such requested corrections, clarifications or supplements, the Administrative Agent shall either (A) notify the Company that such Applicant Borrower has not been approved to become a Borrower hereunder or (B) send an Additional Borrower Acceptance to the Company as provided in clause (i) above. Upon the acceptance of any Applicant Borrower Credit Agreement executed by Affiliated Computer Services, Inc. as a Borrower hereunder, such subsidiary Borrower shall, subject to the terms and conditions set forth herein, become a Primary Revolving Borrower or a Multicurrency Revolving Borrower, as the Borrower. Such subsidiary shall case may be, for all purposes of this Agreement be a borrower hereunder no earlier than the latest of (i) [REDACTED – Time Period] (or such shorter period as the Administrative Agent may in its discretion agree) after delivery of such Additional Borrower Agreement; (ii) [REDACTED – Time Period] 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 submitted by any of the Lenders or the Administrative Agent within [REDACTED – Time Period] 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 the 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, Section 2.17 and the definition of 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 Additional Borrower and (z) the jurisdiction of organization and the organizational form of Additional Borrower shall be acceptable to the Administrative Agent and each Revolving Lender. 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 Borrower Agreement the Administrative Agent shall send a copy thereof to each Lender.

Additional Borrowers. (a) Notwithstanding anything in Section 10.8 The Borrower Agent may at any time, upon not less than 15 Business Days' notice from the Borrower Agent to the contrary, following the Closing Date, the Borrower may request that one or more of 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 the Administrative Agent an Additional Borrower Agreement executed by such subsidiary and the Borrower. Such subsidiary shall for all purposes of this Agreement be a borrower hereunder no earlier than the latest of (i) [REDACTED – Time Period] Lender (or such shorter period as may be agreed by the Administrative Agent may Lender in its discretion agreesole discretion), propose any entity as an additional borrower (an "Additional Borrower") after delivery of to borrow Loans hereunder by delivering to the Lender a Borrower Joinder duly executed by the applicable Borrower and the Lender; provided, that the Lender shall have approved such Additional Borrower in its sole discretion (such date of approval and inclusion as an Additional Borrower, the "Additional Borrower Effective Date"). The parties hereto acknowledge and agree that prior to any Additional Borrower becoming entitled to utilize the credit facilities provided for herein the Lender shall have received such amendments to any Loan Documents (as applicable), including, but not limited to, an executed Borrower Security Agreement Addendum, an executed Additional Account Control Agreement; (ii) [REDACTED – Time Period] after receipt , supporting resolutions, incumbency certificates, appropriate perfection opinions in respect of any Borrower Security Agreement Addendum and Additional Account Control Agreement executed by an Additional Borrower and other documents or information, in form, content and scope satisfactory to the Lender in its sole discretion, as may be required by the Lenders Lender in its sole discretion, and the Administrative Agent of such documentation and other information reasonably requested Notes signed 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 submitted by any of the Lenders or the Administrative Agent within [REDACTED – Time Period] 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 the 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 to the extent the Lender (including, without limitation, Section 2.17 and so requires. If the definition of Excluded Taxes” and whether a carve out for any “day one” Taxes is appropriate); provided Lender agrees 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 Additional Borrower and (z) the jurisdiction of organization and the organizational form of an Additional Borrower shall be acceptable entitled to borrow Loans hereunder, then promptly following receipt of all such requested resolutions, incumbency certificates, opinions of counsel and other documents or information, the Lender shall send a notice (an "Additional Borrower Notice") to the Administrative Borrower Agent specifying the effective date upon which the Applicant Borrower shall constitute a Additional Borrower for purposes hereof, whereupon the Lender agrees to permit such Additional Borrower to borrow Loans hereunder, on the terms and conditions set forth herein, and each Revolving Lender. Any obligations in respect of borrowings by any the parties agrees that such Additional Borrower under this Agreement will constitute “Obligations” otherwise shall be a Borrower for all purposes of the Credit Documents. Promptly following receipt of any Additional Borrower Agreement the Administrative Agent shall send a copy thereof to each Lenderthis Agreement.

Additional Borrowers. (a) Notwithstanding anything in Section 10.8 From time to time on or after the contrary, following the Closing Amendment No. 6 Effective Date, the Borrower may request that one or more of its subsidiaries that is a wholly-owned Restricted Subsidiary be added as an additional borrower (the “Additional Borrower”) under the Revolving Loans by delivering and with at least five Business Days’ notice to the Administrative Agent an Additional Borrower Agreement executed by such subsidiary and the Borrower. Such subsidiary shall for all purposes of this Agreement be a borrower hereunder no earlier than the latest of (i) [REDACTED – Time Period] (or such shorter period as the Administrative Agent may in its discretion agree) after ), subject to completion of customary “know your customer” procedures and delivery of such Additional Borrower Agreement; (ii) [REDACTED – Time Period] after receipt by the Lenders and the Administrative Agent of such documentation and other related information reasonably requested by the Lenders Administrative Agent 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 Revolving Credit Lenders or the Administrative Agent within [REDACTED – Time Period] 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 ofas applicable), 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 including information required pursuant to the Administrative AgentSection 13.18Section 13.18, the date Borrowers may designate any Restricted Subsidiary as an additional Borrower (each such person, an “Additional Borrower”) hereunder in respect of the effectiveness any specified Class or Classes 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, Section 2.17 and the definition of Excluded Taxes” and whether a carve out for any “day one” Taxes is appropriate)Obligations; 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 Additional Borrower and (zi) the jurisdiction of organization and the organizational form of Additional Borrower shall be acceptable an entity organized or existing under the law of the U.S., any state thereof or the District of Columbia and (ii) the Additional Borrower shall expressly assume the Obligations of a Borrower in a manner and pursuant to documentation reasonably satisfactory to the Administrative Agent and each Revolving Lender. Any obligations in respect of borrowings by any (it being understood that an Additional Borrower under this Agreement 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 will constitute “Obligations” for all purposes have the right to request Term Loans, Revolving Credit Loans or Letters of Credit, as the case may be, in each case of the Credit Documents. Promptly following receipt applicable Class, in accordance with Section 2Section 2 hereof until the earlier to occur of any the applicable Maturity Date or the date on which such Additional Borrower Agreement resigns as an Additional Borrower in accordance with clause (b) below. The Lenders hereby irrevocably authorize the Administrative Agent shall send a copy thereof 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 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 Lendercase as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Borrowers in connection therewith.

Additional Borrowers. (a) Notwithstanding anything in Section 10.8 to the contrary, following the Closing Date, the Borrower Terex may request that one or more designate any of its subsidiaries wholly owned Subsidiaries that is a wholly-owned Restricted Subsidiary as a Borrower under any Class of Revolving Credit Commitments; provided that (i) Terex shall provide the Administrative Agent and the Revolving Credit Lenders of the applicable Class at least five Business Days’ notice of the designation of a new Subsidiary Borrower, (ii) the Administrative Agent, in consultation with the applicable Lenders, shall be added reasonably satisfied that the applicable Lenders may make loans and other extensions of credit to such person in the applicable currency or currencies in such person’s jurisdiction in compliance with applicable laws and regulations and without being subject to any unreimbursed or unindemnified Tax or other expense, (iii) any designation as a Borrower (A) of a Subsidiary which is not a Domestic Subsidiary or (B) of a Subsidiary which is not organized in the same jurisdiction as an additional borrower existing Borrower shall be subject to the prior written consent of each Multicurrency Revolving Credit Lender (the “Additional Borrower”not to be unreasonably withheld or delayed) under the Revolving Loans by delivering and (iv) Terex and such Restricted Subsidiary shall have delivered to the Administrative Agent an Additional Borrower Agreement executed by such subsidiary and the Borrower. Such subsidiary shall for corporate documentation (including all purposes of this Agreement be a borrower hereunder no earlier than the latest of (i) [REDACTED – Time Period] (or such shorter period as the Administrative Agent may in its discretion agree) after delivery of such Additional Borrower Agreement; (ii) [REDACTED – Time Period] 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 applicable “know your customer” documentation), charter documents, 147 by-laws, resolutions and legal opinions (in each case, consistent with those provided or other similar checks required to be provided by Terex under all applicable laws and regulations provided that there has been no written objection submitted Section 4.01 on the Closing Date, modified as appropriate for the jurisdiction in question or otherwise as may be agreed to by any the Administrative Agent. For purposes of clause (i) of the Lenders or preceding sentence, absent a Change in Law affecting any such Subsidiary, the “Subsidiary Borrowers” under, and as defined in, the Existing Credit Agreement as of the Closing Date shall be deemed to be acceptable as borrowers hereunder with respect to any similar facilities hereunder. Upon the receipt by the Administrative Agent within [REDACTED – Time Period] of a Borrowing Subsidiary Agreement executed by such a wholly owned Subsidiary and Terex, and the date of receipt documentation referred to in the preceding sentence, such wholly owned Subsidiary shall be a Subsidiary Borrower and a party to this Agreement. A Subsidiary shall cease to be a Subsidiary Borrower hereunder at such time as no Loans, Fees or any other amounts due in connection therewith pursuant to the terms hereof in respect of such documentation Subsidiary shall be outstanding, no Letters of Credit issued for the account of such Subsidiary shall be outstanding and other information; such Subsidiary 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 Terex shall have executed and delivered to the 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, Section 2.17 and the definition of Excluded Taxes” and whether Agent a carve out for any “day one” Taxes is appropriate)Borrowing Subsidiary Termination; provided that (x) each Additional Borrower that, notwithstanding anything herein to the contrary, no Subsidiary shall also cease to be a Guarantor, (y) neither the Administrative Agent nor any Lender shall be adversely affected by the addition of such Additional Subsidiary Borrower and (z) the jurisdiction of organization and the organizational form of Additional Borrower shall be acceptable to the Administrative Agent and each Revolving Lender. 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 Borrower Agreement the Administrative Agent shall send solely because it no longer is a copy thereof to each Lenderwholly owned Subsidiary.

Additional Borrowers. (a) Notwithstanding anything in Section 10.8 to the contrary, following the Closing Date, the The Borrower may request that one or more of its subsidiaries that is designate any wholly owned Subsidiary as a wholly-owned Restricted Subsidiary be added as Borrower under the Revolving Commitments (an additional borrower (the “Additional Borrower”) under the Revolving Loans by delivering to ); provided that the Administrative Agent shall be reasonably satisfied that, with respect to any such Subsidiary which is not a Domestic Subsidiary, the Revolving Lenders and Fronting Lenders may make loans and other extensions of credit to such Subsidiary in Dollars and Foreign Currencies in such person’s jurisdiction in compliance with applicable laws and regulations, without being required or qualified to 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 Agreement executed by and a party to this Agreement, and all references to the “Borrower” shall be to such subsidiary and the Additional Borrower. Such subsidiary shall for all purposes of this Agreement be a borrower hereunder no earlier than the latest of , as applicable, upon (i) [REDACTED – Time Period] (or such shorter period as the Administrative Agent may in its discretion agree) after delivery of such Additional Borrower Agreement; (ii) [REDACTED – Time Period] after receipt by the Lenders and the Administrative Agent of such documentation (A) a joinder agreement, in form 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 submitted by any of the Lenders or the Administrative Agent within [REDACTED – Time Period] 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 substance satisfactory to the Administrative Agent, executed by such Subsidiary and the date Borrower, (B) an acknowledgement and confirmation by the Guarantors of their guarantee in respect of the effectiveness Obligations of such Subsidiary, (C) an amendment of this Agreementand/or supplement to the Security Documents executed by the applicable Loan Parties and such Subsidiary, which amendment must be as mutually agreed 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 Borrower, Closing Date and (E) such Additional Borrower other documents or information with respect thereto (including all documentation and each Lender (including, without limitation, Section 2.17 and other information required under the definition of Excluded Taxes” and whether a carve out for any “day one” Taxes is appropriate); provided that (xPatriot Act) each Additional Borrower shall also be a Guarantor, (y) neither as the Administrative Agent nor any Lender shall be adversely affected by the addition of such Additional Borrower reasonably request and (zii) the jurisdiction of organization Revolving Lenders and the organizational form of Additional Borrower shall be acceptable to the Administrative Agent and each Revolving Lender. 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 Fronting Lenders being provided with (A) five Business Days’ prior notice of any Additional Borrower Agreement the Administrative Agent shall send that is a copy thereof Domestic Subsidiary being added pursuant to each Lenderthis Section 10.15 and (B) 10 Business Days’ prior notice of any Additional Borrower that is a Foreign Subsidiary being added pursuant to this Section 10.15.

Additional Borrowers. (a) Notwithstanding anything in Section 10.8 to the contrary, following the Closing Date, the The Parent Borrower may request that one or more of its subsidiaries that is a designate any wholly-owned Restricted Subsidiary be added as a Borrower under any Revolving Commitments or any Incremental Facility (an additional borrower (the “Additional Borrower”) under the Revolving Loans by delivering to ); provided that the Administrative Agent shall be reasonably satisfied that, with respect to any such Subsidiary which is not a Domestic Subsidiary, the applicable Lenders to such Additional Borrower may make loans and other extensions of credit to such Subsidiary in such person’s jurisdiction of organization in compliance with applicable laws and regulations, without being required or qualified to do business in such jurisdiction and without being subject to any unreimbursed or unindemnified Taxes or other expense. Such wholly-owned Subsidiary shall become an Additional Borrower Agreement executed and a party to this Agreement, and all references to the “Borrowers” and “Subsidiary Borrowers” shall also include such Additional Borrower, as applicable, upon (a) the receipt by such subsidiary the Administrative Agent of documentation consistent in scope with the documentation set forth in the definition of “Vion Subsidiary Borrower Joinder Date” and (b) the Borrower. Such subsidiary shall for all purposes of this Agreement be a borrower hereunder no earlier than the latest of (i) [REDACTED – Time Period] Lenders being provided with 10 Business Days’ prior notice (or such shorter period of time as the Administrative Agent may in its discretion shall reasonably agree) after delivery of such any Additional Borrower Agreement; (ii) [REDACTED – Time Period] after receipt by being added pursuant to this Section 10.20. This Agreement may be amended as necessary or appropriate, in the Lenders and the Administrative Agent reasonable opinion 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 submitted by any of the Lenders or the Administrative Agent within [REDACTED – Time Period] 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 the 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, Section 2.17 and the definition of 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 Additional Borrower and (z) the jurisdiction of organization and the organizational form of Additional Borrower shall be acceptable to the Administrative Agent and each Revolving Lenderthe Parent Borrower to effect the provisions of or be consistent with this Section 10.20. Any obligations in respect Notwithstanding any other provision of borrowings by any Additional Borrower under this Agreement will constitute “Obligations” for all purposes of to the Credit Documents. Promptly following receipt of contrary (including Section 10.02), any Additional Borrower Agreement such deemed amendment may be memorialized in writing by the Administrative Agent shall send a copy thereof with the Parent Borrower’s consent, but without the consent of any other Lenders, and furnished to each Lenderthe other parties hereto.

Additional Borrowers. (a) Notwithstanding anything in Section 10.8 Holdings may from time to the contrary, following the Closing Date, the Borrower may time request that (x) one or more of its subsidiaries that is a wholly-owned Restricted Subsidiary additional Domestic Subsidiaries be added as an Borrowers under the Term A Facility, a Term B Facility and the Revolving Credit Facility and/or (y) one or more additional borrower (the “Additional Borrower”) Foreign Subsidiaries be added as Borrowers under the Revolving Loans by delivering Credit Facility, in each case, which request shall be subject to the approval of the Administrative Agent and each of the Term A Lenders, Term B Lenders and Revolving Credit Lenders (in the case of such 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. Term B Lenders and Revolving Credit Lenders consent to the addition of such Domestic Subsidiary as a Term A Borrower under the Term A Facility, as a Term B Borrower under a Term B Facility and a Revolving Credit Borrower under the Revolving Credit Facility and (2) 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 required to execute and deliver to the Administrative Agent an Additional a Borrower Joinder Agreement executed by and shall take all action in connection therewith (a) if such subsidiary Borrower is a Domestic Subsidiary, as would otherwise have been required to cause the Collateral and Guaranty Requirements and the Borrower. Such subsidiary shall for all purposes of this Agreement requirements set forth in Section 6.11 to be satisfied as if such Subsidiary had been a borrower hereunder no earlier than Loan Party on the latest of Restatement Date and (ib) [REDACTED – Time Period] (or if such shorter period Borrower is a Foreign Subsidiary, as are deemed reasonably necessary by the Administrative Agent may in its discretion agree) after delivery to provide that the Obligations of such Additional additional Borrower Agreement; be, to the extent permitted by law, guaranteed and secured on terms no less favorable than those contained in the Collateral and Guaranty Requirements and, in the case of each of clauses (iia) [REDACTED – Time Period] after receipt by the Lenders and (b), shall deliver to the Administrative Agent of such documentation Organization Documents, resolutions, certificates, legal opinions, lien searches and other information reasonably requested by the Lenders or (including information to allow the Administrative Agent for purposes of complying and the Lenders to comply with all necessary applicable “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 anti-money laundering rules and regulations, including the Lenders or Act) and documents as the Administrative Agent within [REDACTED – Time Period] 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, and/or a Term B Borrower under a Term B Facility hereunder as applicable. Notwithstanding anything in Section 11.01(a) to the contrary, each Borrower 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 date Administrative Agent, to effect the provisions of receipt this Section 1.09, including, in the case of the addition of a Foreign Borrower, amendments limiting the amount available to be borrowed by such documentation Foreign Borrower and any other information; and Foreign Borrower organized in the same jurisdiction (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 it being understood that entities formed under the laws of which at least one then-existing Borrower is organized different states, provinces or incorporated as other localities of the date the Additional same country as that of a Borrower Agreement is delivered shall be considered to the Administrative Agent, the date be of the effectiveness same jurisdiction as such Foreign Subsidiary) to a specified U.S. Dollar Equivalent of an amendment any Alternative Currency, or to effect any other amendments that shall give effect to any conditions associated with the consent 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, Section 2.17 and the definition of 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 appropriate Lenders to the addition of such Additional U.S. Borrower and (z) or Foreign Borrower. For the jurisdiction avoidance of organization and the organizational form doubt, Domestic Subsidiaries of Additional Borrower Holdings that become Borrowers pursuant to this Section 1.09 shall be acceptable to the Administrative Agent and each Revolving Lender. Any obligations in respect of borrowings by any Additional Borrower become Borrowers under this Agreement will constitute “Obligations” for all purposes botheach of the Revolving Credit Documents. Promptly following receipt Facility and, the Term A Facility and a Term B Facility, as applicable, and Foreign Subsidiaries of any Additional Borrower Agreement Holdings that become Borrowers pursuant to this Section 1.09 shall become Borrowers solely under the Administrative Agent shall send a copy thereof to each LenderRevolving Credit Facility.

Additional Borrowers. (a) Notwithstanding anything in Section 10.8 to the contrary, following the Closing Date, the The Parent Borrower may request that one or more of its subsidiaries that is a designate any wholly-owned Restricted Subsidiary be added as a Borrower under any Revolving Commitments or any Incremental Facility (an additional borrower (the “Additional Borrower”); provided that the Administrative Agent shall be reasonably satisfied that, with respect to any such Subsidiary which is not a Domestic Subsidiary, the applicable Lenders to such Additional Borrower may make loans and other extensions of credit to such Subsidiary in such person’s jurisdiction of organization in compliance with applicable laws and regulations, without being required or qualified to do business in such jurisdiction and without being subject to any unreimbursed or unindemnified Taxes or other expense. Such wholly-owned Subsidiary shall become an Additional Borrower and a party to this Agreement, and all references to the “Borrowers” and “Subsidiary Borrowers” shall also include such Additional Borrower, as applicable, upon (a) under the Revolving Loans receipt by applicable Additional Borrower becoming a party to this Agreement by delivering to the Administrative Agent of documentation consistent in scope with the documentation set forth in the definition of “Vion Subsidiary Borrower Joinder Date” and (ban executed counterpart to a Foreign Security Agreement and an Additional Borrower Agreement executed by such subsidiary counterpart to a joinder agreement in form and substance reasonably acceptable to the Borrower. Such subsidiary shall for all purposes Administrative Agent to each of this Agreement be a borrower hereunder no earlier than and the latest Guaranty Agreement (it being agreed that the Lenders hereby authorize the Administrative Agent to execute and deliver any such joinder agreement), (b) the Administrative Agent shall have received documents, certificates and other deliverables with respect to the applicable Additional Borrower consistent in scope with such items delivered pursuant to Sections 4.01(b), (c) (or (d) in the case of Dutch Subsidiary Borrowers) and (ie), as applicable, on the Effective Date with respect to the other Loan Parties and (c) [REDACTED – Time Period] the Lenders being provided with ten (10) Business Days’ prior notice (or such shorter period of time as the Administrative Agent may in its discretion shall reasonably agree) after delivery of such any Additional Borrower Agreement; (ii) [REDACTED – Time Period] after receipt by being added pursuant to this Section 10.20. This Agreement may be amended as necessary or appropriate, in the Lenders and the Administrative Agent reasonable opinion 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 submitted by any of the Lenders or the Administrative Agent within [REDACTED – Time Period] 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 the 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, Section 2.17 and the definition of 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 Additional Borrower and (z) the jurisdiction of organization and the organizational form of Additional Borrower shall be acceptable to the Administrative Agent and each Revolving Lenderthe Parent Borrower to effect the provisions of or be consistent with this Section 10.20. Any obligations in respect Notwithstanding any other provision of borrowings by any Additional Borrower under this Agreement will constitute “Obligations” for all purposes of to the Credit Documents. Promptly following receipt of contrary (including Section 10.02), any Additional Borrower Agreement such deemed amendment may be memorialized in writing by the Administrative Agent shall send a copy thereof with the Parent Borrower’s consent, but without the consent of any other Lenders, and furnished to each Lenderthe other parties hereto.

Additional Borrowers. (a) Notwithstanding anything in Section 10.8 The Company may at any time, upon not less than 15 Business Days’ notice from the Company to the contraryAdministrative Agent (or such shorter period as may be agreed by the Administrative Agent in its sole discretion), following the Closing Date, the Borrower may request that one or more of its subsidiaries designate any Material Subsidiary that is a wholly-owned Restricted Domestic Subsidiary be added as of the Lead Borrower (an additional borrower (the “Additional Applicant Borrower”) under the Revolving as a Borrower to receive Loans hereunder by delivering to the Administrative Agent an Additional (which shall promptly deliver counterparts thereof to each Lender) a duly executed Borrower Agreement executed 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 form and substance reasonably satisfactory to the Administrative Agent, as may be required by the Administrative Agent in its reasonable discretion, and Notes signed by such subsidiary new Borrowers to the extent any Lenders so require and the BorrowerApplicant Borrower shall have complied with the terms and conditions of Sections 6.11 and 6.13 as if such Applicant Borrower were a Restricted Subsidiary referenced therein. Such subsidiary 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 Administrative 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, 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 agrees that such Borrower otherwise shall be a Borrower for all purposes of this Agreement be a borrower hereunder no earlier than the latest of (i) [REDACTED – Time Period] (or such shorter period as the Administrative Agent may in its discretion agree) after delivery of such Additional Borrower Agreement; (ii) [REDACTED – Time Period] 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 submitted by any of the Lenders or the Administrative Agent within [REDACTED – Time Period] 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 the 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, Section 2.17 and the definition of 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 Additional Borrower and (z) the jurisdiction of organization and the organizational form of Additional Borrower shall be acceptable to the Administrative Agent and each Revolving Lender. 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 Borrower Agreement the Administrative Agent shall send a copy thereof to each Lender.

Additional Borrowers. The Administrative Borrower may at any time, upon not less than ten (a10) Notwithstanding anything in Section 10.8 Business Days’ notice from the Administrative Borrower to the contraryAdministrative Agent (or such shorter period as may be agreed by the Administrative Agent in its reasonable discretion), following the Closing Date, the Borrower may request that one or more of its subsidiaries that is a whollyto designate any Wholly-owned Owned Domestic Restricted Subsidiary be added of the Administrative Borrower as an additional borrower (the “Additional Borrower”) under the Revolving Loans Borrower hereunder by delivering to the Administrative Agent (which shall promptly deliver copies thereof to each Lender) a duly executed written notice of such request. The parties hereto acknowledge and agree that prior to any such proposed Additional Borrower becoming an Additional Borrower Agreement executed by such subsidiary and the Borrower. Such subsidiary shall for all purposes of this Agreement be a borrower hereunder no earlier than the latest of (i) [REDACTED – Time Period] (or such shorter period as the Administrative Agent may in its discretion agreeshall have consented (such consent not to be unreasonably withheld or delayed) after delivery of to such proposed Additional Borrower Agreement; becoming an Additional Borrower hereunder, (ii) [REDACTED – Time Period] after receipt the Administrative Agent and such Lenders shall have received customary supporting resolutions, incumbency certificates and opinions of counsel, and promissory notes signed by such proposed Additional Borrower to the Lenders extent any Lender so requires, and (iii) upon the reasonable request of the Administrative Agent or any Lender, such proposed Additional Borrower shall have provided to the Administrative Agent or such Lender, as the case may be, and the Administrative Agent of or such Lender, as the case may be, shall be reasonably satisfied with, the documentation and other information reasonably so requested by the Lenders or the Administrative Agent for purposes of complying in connection with all necessary applicable “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 [REDACTED – Time Period] of the date of receipt of such documentation anti-money-laundering rules and other information; and (iii) if the applicable Additional Borrower is organized or incorporated in or under the laws ofregulations, 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 the 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, Section 2.17 the PATRIOT Act, and the definition of Excluded Taxes” and whether a carve out for any “day one” Taxes is appropriate); provided that (x) each such proposed Additional Borrower that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall also be a Guarantorhave delivered, (y) neither the Administrative Agent nor any Lender shall be adversely affected by the addition of such Additional Borrower and (z) the jurisdiction of organization and the organizational form of Additional Borrower shall be acceptable to the Administrative Agent and each Revolving Lender. Any obligations Lender that so requests, a Beneficial Ownership Certification in respect of borrowings by any relation to such proposed Additional Borrower under this Agreement will (the requirements in clauses (i), (ii) and (iii) hereof, the “Additional Borrower Requirements”). If the Additional Borrower Requirements are met, the Additional Borrower shall constitute “Obligations” an Additional Borrower hereunder, whereupon each of the Lenders agrees to permit such Additional Borrower to receive Loans hereunder, on the terms and conditions set forth herein, and each of the parties agrees that such Additional Borrower otherwise shall be a Borrower for all purposes of the Credit Documentsthis Agreement. Promptly following receipt It is understood and agreed that any Accounts of any an Additional Borrower Agreement hereafter added as an Additional Borrower by the Administrative Agent Borrower pursuant to this Section 2.15 shall send not constitute an Eligible Account until the completion of a copy thereof to each Lendercustomary field examination and confirmation of such Accounts.

Additional Borrowers. (a) Notwithstanding anything in Section 10.8 to the contrary, following the Closing Date, the (a) The Lead Borrower may request that one or more of its subsidiaries that is cause any Subsidiary to become a wholly-owned Restricted Subsidiary be added as an additional borrower (the “Additional Borrower”) Borrower under the Revolving Loans Facility by (i) executing a joinder agreement to this Agreement, in form and substance satisfactory to the Administrative Agent, (ii) delivering an opinion of counsel to such Subsidiary addressed to the Administrative Agent an Additional Borrower Agreement executed by and each Lender in form and substance reasonably satisfactory to the Administrative Agent, (iii) delivering a customary secretary’s (or equivalent) certificate in form and substance reasonably satisfactory to the Administrative Agent, (iv) delivering good standing certificates (or equivalent evidence) for such subsidiary Subsidiary which the Administrative Agent reasonably may have requested, (v) furnishing to the Administrative Agent and the Borrower. Such subsidiary shall for Lenders all purposes of this Agreement be a borrower hereunder no earlier than documentation and other information that they reasonably determine is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the latest of Patriot Act and (ivi) [REDACTED – Time Period] delivering Collateral Documents (or such shorter period supplements, assumptions or amendments to existing guaranty and Collateral Documents) as the Administrative Agent may then require and deliver to the Administrative Agent, at the Lead Borrower’s cost and expense, such other instruments, documents, certificates, and opinions reasonably required by the Administrative Agent in its discretion agreeconnection therewith; provided that (x) after delivery the jurisdiction of organization of such Additional Borrower Agreement; (ii) [REDACTED – Time Period] after receipt by the Lenders and shall be reasonably acceptable to the Administrative Agent of such documentation and each Revolving Lender and (y) this Agreement and any other information reasonably requested applicable Loan Document may be amended as mutually agreed by the Lenders or Administrative Agent, the Administrative Agent for purposes of complying with all necessary “know your customer” or other similar checks under all applicable laws Lead Borrower, such Additional Borrower and regulations provided that there has been no written objection submitted by any of the Lenders or the Administrative Agent within [REDACTED – Time Period] of the date of receipt of each Revolving Lender to incorporate such documentation and other information; and (iii) Additional Borrower, if the applicable necessary, including, without limitation, if such 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 than the United States, any state thereof, or under the laws District of which at least one then-existing Borrower is organized or incorporated as of the date the Additional Borrower Agreement is delivered Columbia, any amendment to the 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, Section 2.17 10.1 and the definition of “Excluded Taxes” and whether a carve out for any “day one” Taxes is appropriate); (provided that (x) each Additional Borrower no such amendment shall also be a Guarantor, (y) neither materially adversely affect the Administrative Agent nor rights of any Lender shall be adversely affected by the addition of that has not consented to such Additional Borrower and (z) the jurisdiction of organization and the organizational form of Additional Borrower shall be acceptable to the Administrative Agent and each Revolving Lender. 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 Borrower Agreement the Administrative Agent shall send a copy thereof to each Lenderamendment).

Additional Borrowers. (a) Notwithstanding anything in Section 10.8 13.1 to the contrary, following the Closing Date, the Parent Borrower may request that one or more of its subsidiaries Subsidiaries that is a whollyWholly-owned Owned Restricted Subsidiary and that is a U.S. Subsidiary be added as an additional borrower Borrower (the “Additional Revolving Borrower”) under the Revolving Loans Credit Facility by delivering to the Administrative Agent an Additional Borrower Agreement executed by such subsidiary Subsidiary and the Parent Borrower. Such subsidiary Subsidiary shall for all purposes of this Agreement be a borrower Borrower hereunder no earlier than the latest of (i) [REDACTED – Time Period] 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) [REDACTED – Time Period] 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 submitted by any of the Revolving Credit Lenders or the Administrative Agent within [REDACTED – Time Period] ten (10) Business Days of the date of receipt of such documentation and other information; and (iii) if the applicable Additional Revolving 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 than 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 an amendment of this Agreement, which amendment must be as mutually agreed by the Administrative Agent, the Parent Borrower, such Additional Revolving Borrower and each affected Lender (including, without limitation, Section 2.17 and the definition of Excluded Taxes” and whether a carve out for including any “day one” Taxes is appropriateamendment to applicable Tax provisions); provided that (x) each Additional Revolving Borrower shall also be a Guarantor, Guarantor and (y) neither the Administrative Agent nor any Lender shall be adversely affected have received (A) all documents, updated schedules, instruments, certificates and agreements, and all other actions and information, then required by the addition or in respect of such Additional Revolving Borrower by Section 9.11 or by the Security Documents (without giving effect to any grace periods for delivery of such items, the updating of such information or the taking of such actions) and (zB) the jurisdiction of organization and the organizational form of Additional Borrower shall be acceptable documentation reasonably satisfactory to the Administrative Agent pursuant to which each then-existing Borrower and each Guarantor unconditionally Guarantees the Borrowings of the Additional Revolving LenderBorrower on terms substantially consistent with the Guarantors’ Guarantee of the Parent Borrower’s obligations hereunder. 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 Borrower Agreement Agreement, the Administrative Agent shall send a copy thereof to each Lender. As set forth in Section 1.13, the foregoing procedures shall apply (mutatis mutandis) with respect to the addition of a “borrower” with respect to New Term Loans and New Term Loan Commitments, substituting such New Term Loan Lender and the Administrative Agent as the applicable consent parties for purposes of “know your customer” and similar checks.

Additional Borrowers. (a) Notwithstanding anything in Section 10.8 to the contrary, following the Closing Date, the The Parent Borrower may request that one or more of its subsidiaries that is a designate any wholly-owned Restricted Subsidiary be added as a Borrower under any Revolving Commitments or any Incremental Facility (an additional borrower (the “Additional Borrower”); provided that the Administrative Agent shall be reasonably satisfied that, with respect to any such Subsidiary which is not a Domestic Subsidiary, the applicable Lenders to such Additional Borrower may make loans and other extensions of credit to such Subsidiary in such person’s jurisdiction of organization in compliance with applicable laws and regulations, without being required or qualified to do business in such jurisdiction and without being subject to any unreimbursed or unindemnified Taxes or other expense. Such wholly-owned Subsidiary shall become an Additional Borrower and a party to this Agreement, and all references to the “Borrowers” and “Subsidiary Borrowers” shall also include such Additional Borrower, as applicable, upon (a) under the Revolving Loans applicable Additional Borrower becoming a party to this Agreement by delivering to the Administrative Agent an Additional Borrower executed counterpart to a Foreign Security Agreement and an executed by such subsidiary counterpart to a joinder agreement in form and substance reasonably acceptable to the Borrower. Such subsidiary shall for all purposes Administrative Agent to each of this Agreement be a borrower hereunder no earlier than and the latest Guaranty Agreement (it being agreed that the Lenders hereby authorize the Administrative Agent to execute and deliver any such joinder agreement), (b) the Administrative Agent shall have received documents, certificates and other deliverables with respect to the applicable Additional Borrower consistent in scope with such items delivered pursuant to Sections 4.01(b), (c) (or (d) in the case of Dutch Subsidiary Borrowers) and (ie), as applicable, on the Effective Date with respect to the other Loan Parties and (c) [REDACTED – Time Period] the Lenders being provided with ten (10) Business Days’ prior notice (or such shorter period of time as the Administrative Agent may in its discretion shall reasonably agree) after delivery of such any Additional Borrower Agreement; (ii) [REDACTED – Time Period] after receipt by being added pursuant to this Section 10.20. This Agreement may be amended as necessary or appropriate, in the Lenders and the Administrative Agent reasonable opinion 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 submitted by any of the Lenders or the Administrative Agent within [REDACTED – Time Period] 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 the 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, Section 2.17 and the definition of 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 Additional Borrower and (z) the jurisdiction of organization and the organizational form of Additional Borrower shall be acceptable to the Administrative Agent and each Revolving Lenderthe Parent Borrower to effect the provisions of or be consistent with this Section 10.20. Any obligations in respect Notwithstanding any other provision of borrowings by any Additional Borrower under this Agreement will constitute “Obligations” for all purposes of to the Credit Documents. Promptly following receipt of contrary (including Section 10.02), any Additional Borrower Agreement such deemed amendment may be memorialized in writing by the Administrative Agent shall send a copy thereof with the Parent Borrower’s consent, but without the consent of any other Lenders, and furnished to each Lenderthe other parties hereto.

Additional Borrowers. (a) Notwithstanding anything in Section 10.8 to the contrary, following the Closing Date, the Borrower Terex may request that one or more designate any of its subsidiaries wholly owned Subsidiaries that is a wholly-owned Restricted Subsidiary as a Borrower under any Class of Revolving Credit Commitments; provided that (i) Terex shall provide the Administrative Agent and the Revolving Credit Lenders of the applicable Class at least five Business Days' notice of the designation of a new Subsidiary Borrower, (ii) the Administrative Agent shall be added reasonably satisfied that the applicable Lenders may make loans and other extensions of credit to such person in the applicable currency or currencies in such person's jurisdiction in compliance with applicable laws and regulations and without being subject to any unreimbursed or unindemnified Tax or other expense, (iii) any designation as a Borrower, (A) of a Subsidiary which is not a Domestic Subsidiary or (B) of a Subsidiary which is not organized in the same jurisdiction as an additional borrower existing Borrower, shall be subject to the prior written consent of each Multicurrency Revolving Credit Lender (the “Additional Borrower”not to be unreasonably withheld or delayed) under the Revolving Loans by delivering and (iv) Terex and such Restricted Subsidiary shall have delivered to the Administrative Agent an Additional Borrower Agreement executed by such subsidiary and the Borrower. Such subsidiary shall for corporate documentation (including all purposes of this Agreement be a borrower hereunder no earlier than the latest of (i) [REDACTED – Time Period] (or such shorter period as the Administrative Agent may in its discretion agree) after delivery of such Additional Borrower Agreement; (ii) [REDACTED – Time Period] 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 applicable “know your customer” documentation), charter documents, by-laws, resolutions and legal opinions (in each case, consistent with those provided or other similar checks required to be provided by Terex under all applicable laws Sections 4.01 and regulations provided that there has been no written objection submitted 4.02 on the Restatement Closing Date and the Funding Date, respectively, modified as appropriate for the jurisdiction in question or otherwise as may be agreed to by any the Administrative Agent. For purposes of clause (i) of the Lenders or preceding sentence, absent a Change in Law affecting any such Subsidiary, the “Subsidiary Borrowers” under, and as defined in, the Existing Credit Agreement as of the Effective Date shall be deemed to be acceptable as borrowers hereunder with respect to any similar facilities hereunder. Upon the receipt by the Administrative Agent within [REDACTED – Time Period] of a Borrowing Subsidiary Agreement executed by such a wholly owned Subsidiary and Terex, and the date documentation referred to in the preceding sentence, such wholly owned Subsidiary shall be a Subsidiary Borrower and a party to this Agreement. A Subsidiary shall cease to be a Subsidiary Borrower hereunder at such time as no Loans, Fees or any other amounts due in connection therewith pursuant to the terms hereof shall be outstanding by such Subsidiary, no Letters of receipt Credit issued for the account of such documentation Subsidiary shall be outstanding and other information; such Subsidiary 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 Terex shall have executed and delivered to the 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, Section 2.17 and the definition of Excluded Taxes” and whether Agent a carve out for any “day one” Taxes is appropriate)Borrowing Subsidiary Termination; provided that (x) each Additional Borrower that, notwithstanding anything herein to the contrary, no Subsidiary shall also cease to be a Guarantor, (y) neither the Administrative Agent nor any Lender shall be adversely affected by the addition of such Additional Subsidiary Borrower and (z) the jurisdiction of organization and the organizational form of Additional Borrower shall be acceptable to the Administrative Agent and each Revolving Lender. 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 Borrower Agreement the Administrative Agent shall send solely because it no longer is a copy thereof to each Lenderwholly owned Subsidiary.

Additional Borrowers. (a) Notwithstanding anything Concurrently with the acquisition or creation of any Subsidiary in Section 10.8 connection with a Permitted Acquisition funded, in whole or in part, with the proceeds of Incremental Advance Loans,If the closing of the Vireo Acquisition occurs, concurrently therewith cause to the contrary, following the Closing Date, the Borrower may request that one or more of its subsidiaries that is a wholly-owned Restricted Subsidiary be added as an additional borrower (the “Additional Borrower”) under the Revolving Loans by delivering delivered to the Administrative Agent an Additional Borrower Agreement each of the following, as applicable, in each case reasonably acceptable to the Administrative Agent and, as applicable, duly executed by the parties thereto: (ai) a joinder agreement with respect to this Agreement from each Subsidiary created or acquired pursuant to the Vireo Acquisition, pursuant to which such subsidiary Subsidiary shall become a Guarantor (such Subsidiaries, the “Vireo Guarantors”), together with other Credit Documents reasonably requested by the Administrative Agent, including all Security Documents and other documents reasonably requested by the Administrative Agent to establish and preserve the Lien of the Collateral Agent in all Collateral of such Subsidiary, subject to any limitations on Collateral set forth in the Security Agreement; (b, the Vireo Credit Documents or the Vireo Intercreditor Agreement; (ii) with respect to each parcel of Real Property owned by such Subsidiary or for which ownership is obtained by a Credit Party pursuant to the Vireo Acquisition and which has previously been pledged as collateral to the Vireo Collateral Agent, (A) a valid second-priority Mortgage, (B) an appraisal by an independent appraiser selected by the Administrative Agent, with each such appraisal being procured at Borrowers’ expense and in form and substance reasonably acceptable to the Administrative Agent, (C) an ALTA Policy for Title Insurance issued by a title company reasonably acceptable to the Administrative Agent, in form and substance reasonably acceptable to the Administrative Agent, or marked commitment therefor, without a survey or other exception unless acceptable to the Administrative Agent, (D) if reasonably requested by the Administrative Agent, an environmental site assessment, (E) if reasonably requested by the Administrative Agent, a zoning report, zoning endorsement, zoning conformation from the applicable Governmental Authority or similar document, in each case, confirming such Real Property is zoned for the business conducted by the applicable Person on such Real Property, and (F) if reasonably requested by the Administrative Agent, if such Real Property is in a flood zone, a flood notification form signed by the owner of such Real Property and evidence that flood insurance is in place for the buildings and their contents located thereon; (iii) UCC and PPSA, as applicable, financing statements, Documents (as defined in the UCC), ‘documents of title’ (as defined in the PPSA) and original collateral (including pledged Capital Stock, other securities and Instruments (as defined in the UCC and PPSA, as applicable)) and such other documents and agreements as may be reasonably requested by the Administrative Agent, all as necessary or desirable to establish and maintain a valid, perfected Lien in all Collateral in which such Subsidiary has an interest consistent with the terms of the Vireo Credit Documents executed on the Signing Date or the Restatement Date (and subject to any limitations on Collateral set forth therein or in the Vireo Credit Documents or the Vireo Intercreditor Agreement); (civ) if reasonably requested by the Administrative Agent, an opinion of counsel to such Subsidiary addressed to the Administrative Agent and the Borrower. Such subsidiary Lenders, in form and substance reasonably consistent with the opinion letters delivered by counsel for the Borrowers on the Restatement DateBorrower on the Third Amendment Effective Date or covering matters relating to the applicable Mortgage; provided, that, to the extent U.S. Federal Cannabis Laws change following the RestatementThird Amendment Effective Date in a manner allowing for the issuance of a legal opinion in customary form for a non-cannabis company, such opinion letter shall for be in such customary form and otherwise acceptable to the Administrative Agent; (dv) current copies of the Organization Documents of such Subsidiary, resolutions of the Board of Directors, partners, or appropriate committees thereof (and, if required by such Organization Documents or applicable law, of the shareholders, members or partners) of such Person authorizing the actions and the execution and delivery of documents described in this Section 8.10(b), all purposes of this Agreement be a borrower hereunder no earlier than the latest of (i) [REDACTED – Time Period] (or such shorter period certified by an appropriate officer as the Administrative Agent may in its discretion agree) after delivery of such Additional Borrower Agreement; (ii) [REDACTED – Time Period] 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 submitted by any of the Lenders or the Administrative Agent within [REDACTED – Time Period] of the date of receipt of such documentation and other informationelect; and (iiivi) if updated Schedules 7.12, 7.15, 7.25, 7.27(a), 7.27(b) and 7.27(c) reflecting 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 consummation of the date the Additional Borrower Agreement is delivered to the 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, Section 2.17 and the definition of 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 Additional Borrower and (z) the jurisdiction of organization and the organizational form of Additional Borrower shall be acceptable to the Administrative Agent and each Revolving Lender. 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 Borrower Agreement the Administrative Agent shall send a copy thereof to each LenderVireo Acquisition.

Additional Borrowers. (a) Notwithstanding anything in Section 10.8 to the contrary, following the Closing Date, the The Borrower Representative may request in writing from time to time that one or more any Domestic Subsidiary of its subsidiaries that is Parent be allowed to become a wholly-owned Restricted Subsidiary be added as Borrower under this Agreement (each, an additional borrower (the “"Additional Borrower”) under the Revolving Loans by delivering to the Administrative Agent an Additional Borrower Agreement executed by such subsidiary and the Borrower. Such subsidiary shall for all purposes of this Agreement be a borrower hereunder no earlier than the latest of (i) [REDACTED – Time Period] (or such shorter period as the Administrative Agent may in its discretion agree) after delivery of such Additional Borrower Agreement; (ii) [REDACTED – Time Period] 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 submitted by any of the Lenders or the Administrative Agent within [REDACTED – Time Period] 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 the 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, Section 2.17 and the definition of Excluded Taxes” and whether a carve out for any “day one” Taxes is appropriate"); provided that (x) each such Domestic Subsidiary shall not become an Additional Borrower unless and until each and every of the following conditions precedent with respect to such Domestic Subsidiary have been satisfied or provided for in a manner reasonably satisfactory to Lender or waived in writing by Lender: (a) such Domestic Subsidiary shall also be a Guarantorhave been formed by Parent, (yb) neither the Administrative Agent nor any Lender shall be adversely affected have consented in writing to the formation of such Domestic Subsidiary and to such Domestic Subsidiary's becoming an Additional Borrower, (c) no Default or Event of Default shall exist at the time of or after giving effect to such Domestic Subsidiary's formation or becoming an Additional Borrower, and (e) the Lender shall have received the following documents with respect to such Domestic Subsidiary (each duly executed and delivered by the addition appropriate Persons specified below and to be in form and substance satisfactory to Lender): (i) a Joinder Agreement in the form of Exhibit 1.18 duly executed by such Domestic Subsidiary (each, a "Joinder Agreement"), together with a Confirmation in the form attached to the Joinder Agreement duly executed by Borrowers and Guarantors (ii) a Revolving Note in favor of Lender in the form of Exhibit 1.1(a)(i) duly executed by such Domestic Subsidiary, (iii) a Security Agreement in favor of Lender duly executed by such Domestic Subsidiary, (iv) an Incumbency Certificate, certified by the corporate secretary or assistant secretary of such Additional Borrower Domestic Subsidiary, together with certified copies of the certificate of incorporation or equivalent, bylaws and (z) board resolutions of such Domestic Subsidiary approving the jurisdiction of organization Joinder Agreement and the organizational form of Additional Borrower shall be acceptable to the Administrative Agent and each Revolving Lender. Any obligations in respect of borrowings by any Additional Borrower under this Agreement will constitute “Obligations” for all purposes joinder of the Credit Agreement and other Loan Documents. Promptly following receipt , (v) a good standing certificate in the Domestic Subsidiary's jurisdiction of incorporation and for each additional jurisdiction where it is qualified to do business, (vi) UCC, tax, lien and judgment searches showing no Liens on the assets of such Domestic Subsidiary other than Permitted Encumbrances, (vii) landlord's agreements, mortgage agreements and bailee letters pursuant to Section 5.9, and (viii) such other documents, certificates, instruments and information from such Domestic Subsidiary and any other applicable Credit Parties, as Lender may reasonably request in order to evidence the joinder of such Domestic Subsidiary as an Additional Borrower Agreement or to enforce, perfect or otherwise give public notice of the Administrative Agent shall send a copy thereof to each Lenderfirst Liens granted in favor of Lender in all real, personal, tangible or intangible property of such Domestic Subsidiary now existing or hereafter acquired.

Additional Borrowers. (a) Notwithstanding anything in Section 10.8 to After the contrary, following the Closing Signing Date, the Borrower Parent Guarantor may, upon not less than five (5) Business Days’ notice from the Parent Guarantor to the Administrative Agent (or such shorter period as may request that one or more of be agreed by the Administrative Agent in its subsidiaries that is a wholly-owned Restricted Subsidiary be added as sole discretion) designate Kodiak Oil & Gas (USA) Inc. and Holdco (US) (each an additional borrower (the “Additional Borrower”) as a borrower under one or more of the Revolving Loans Facilities by delivering delivery to the Administrative Agent of an Additional Borrower Agreement Supplement in substantially the form attached hereto as Exhibit J executed by such subsidiary Restricted Subsidiary and the Parent Guarantor, which shall specify the Facilities under which such Additional Borrower shall become a borrower. As soon as practicable upon receipt of such an Additional Borrower Supplement, the Administrative Agent will deliver a copy thereof to each Lender under the applicable Facility. 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 under the applicable Facility shall have received such supporting resolutions, incumbency certificates, opinions of counsel, if applicable hereunder, Security Instruments and other documents or information (including, without limitation, information required by regulatory authorities with respect to such Additional Borrowers under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act, that has been reasonably requested by the Administrative Agent or the Lenders, as applicable (the “Patriot Act Information”)), in each case, in form, content and scope reasonably satisfactory to the Administrative Agent (and in the case of the Patriot Act Information, the Administrative Agent and each Lender), as may reasonably be required by the Administrative Agent, and Notes signed by such Additional Borrower to the extent any Lenders so require. Promptly following receipt of all such requested resolutions, incumbency certificates, opinions of counsel, if applicable hereunder, Security Instruments and other documents or information, the Administrative Agent shall send a notice to the Parent Guarantor and the Lenders under such Facility specifying the effective date upon which the Additional Borrower shall constitute an Additional Borrower for purposes hereof (with each reference herein to the “Borrower. Such subsidiary ” deemed to include such Additional Borrower, as the context requires), whereupon each of the Lenders under such Facility agrees that such Additional Borrower shall for all purposes of this Agreement be a borrower hereunder no earlier than the latest of (i) [REDACTED – Time Period] (or such shorter period as the Administrative Agent may in its discretion agree) after delivery of such Additional Borrower Agreement; (ii) [REDACTED – Time Period] 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 submitted by any of the Lenders or the Administrative Agent within [REDACTED – Time Period] 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 the 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, Section 2.17 and the definition of 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 Additional Borrower and (z) the jurisdiction of organization and the organizational form of Additional Borrower shall be acceptable to the Administrative Agent and each Revolving Lender. Any obligations in respect of borrowings by any Additional Borrower under the requested Facilities and party to this Agreement will constitute “Obligations” for all purposes of the Credit Documents. Promptly following receipt of any Additional Borrower Agreement the Administrative Agent shall send (until its status as a copy thereof to each Lenderborrower is terminated in accordance with clause (b) below).

Additional Borrowers. (a) Notwithstanding anything in Section 10.8 11.01 to the contrary, following the Closing Date, the Parent Borrower may request that add one or more of its subsidiaries Foreign Subsidiaries that is a wholly-owned Restricted Wholly Owned Subsidiary be added as an additional borrower (the “Additional Borrower”) Foreign Borrower under the Limited Currency Revolving Loans Facility or Multicurrency Revolving Facility by delivering to the Administrative Agent an Additional a Foreign Borrower Agreement executed by such subsidiary Subsidiary and the Parent Borrower. Such subsidiary shall for all purposes of this Agreement be a borrower hereunder no earlier than the latest of After (i) [REDACTED – Time Period] (or five Business Days have elapsed after such shorter period as the Administrative Agent may in its discretion agree) after delivery of such Additional Borrower Agreement; and (ii) [REDACTED – Time Period] 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 regulations, such Foreign Subsidiary shall for all purposes of this Credit Agreement be a Foreign Borrower hereunder; provided that there has been no written objection submitted each Foreign Borrower shall also be a Foreign Guarantor. Any obligations in respect of borrowings by any Foreign Subsidiary under the Credit Agreement will constitute “Obligations,” “Foreign Obligations” and “Secured Obligations” for all purposes of the Lenders or Credit Documents. At the reasonable request of the Administrative Agent within [REDACTED – Time Period] of Agent, the date of receipt of such documentation and other information; and (iii) if Administrative Agent, the Parent Borrower, If the applicable Additional additional Foreign Borrower and each Limited Currency Revolving Lender and/or Multicurrency Revolving Lender (as the case may be), shall amend this Credit Agreement and the other 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, or having a paying agent in, any jurisdiction other than a jurisdiction in or under the laws of which at least one of the then-existing Borrower Borrowers is organized or incorporated as of on the date the Additional such Foreign Borrower Agreement is delivered to the Administrative Applicable Agent, the date of the effectiveness of as a condition to adding such Foreign Borrower, there shall be an amendment to the Credit Documents Section Page (including, without limitation, Section 3.01 of this AgreementCredit Agreement and the definition of “Excluded Taxes”) as, if such amendment is reasonably necessary or appropriate to appropriately include such Foreign Subsidiary as a Borrower hereunder as mutually determined by the Administrative Agent and Parent Borrower which amendment must be as mutually agreed by the Administrative Agent, the Parent Borrower, such the applicable Additional Borrower and each Limited Currency Revolving Lender and/or Multicurrency Revolving Lender (including, without limitation, Section 2.17 and the definition of Excluded Taxes” and whether a carve out for any “day one” Taxes is appropriate); as applicable) (provided that (x) each Additional Borrower no such amendment shall also be a Guarantor, (y) neither materially adversely affect the Administrative Agent nor rights of any Lender shall be adversely affected that has not consented to such amendment). Upon the execution by the addition of such Additional Parent Borrower and (z) the jurisdiction of organization a Foreign Borrower and the organizational form of Additional Borrower shall be acceptable delivery to the Administrative Agent of a Foreign Borrower Termination with respect to such Foreign Borrower, such Foreign Borrower shall cease to be a Foreign Borrower and each Revolving Lender. Any obligations in respect of borrowings by a party to this Credit Agreement; provided that no Foreign Borrower Termination will become effective as to any Additional Foreign Borrower (other than to terminate such Foreign Borrower’s right to make further Borrowings under this Agreement will constitute “Obligations” for all purposes Credit Agreement) at a time when any Loan to, B/A on behalf of, or Letter of the Credit Documentsissued to such Foreign Borrower shall be outstanding hereunder. Promptly following receipt of any Additional 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 is prohibited by applicable Law from making loans to such Foreign Subsidiary.

Additional Borrowers. (a) Notwithstanding anything in Section 10.8 to the contrary, following the Closing Date, the The Parent Borrower may request that one or more of its subsidiaries that is a designate any wholly-owned Restricted Subsidiary be added as a Borrower under any Revolving Commitments, any Incremental Facility or any Specified Refinancing Debt (an additional borrower (the “Additional Borrower”) under ); provided that unless such Borrower is incorporated or formed in a jurisdiction in which any other current Borrower is incorporated or formed, the Revolving Loans jurisdiction of such Additional Borrower shall be reasonably acceptable to each applicable Lender. Such wholly-owned Restricted Subsidiary shall become an Additional Borrower and a party to this Agreement by delivering to the Administrative Agent an Additional Borrower Agreement executed Joinder, and all references to the “Borrowers” shall also include such Additional Borrower, as applicable, upon (a) the receipt by such subsidiary and the Borrower. Such subsidiary shall for all purposes of this Agreement be a borrower hereunder no earlier than the latest Administrative Agent of (ix) [REDACTED – Time Period] documentation consistent in scope with the documentation delivered in respect of the Borrowers 190 on the Restatement Effective Date 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 with thirty (30) Business Days’ prior notice (or such shorter period of time as the Administrative Agent may in its discretion shall reasonably agree) after delivery of such any Additional Borrower Agreement; (ii) [REDACTED – Time Period] after receipt by being proposed to be added pursuant to this Section 10.20. This Agreement may be amended as necessary or appropriate, in the Lenders and the Administrative Agent reasonable opinion 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 submitted by any of the Lenders or the Administrative Agent within [REDACTED – Time Period] 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 the 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, Section 2.17 and the definition of 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 Additional Borrower and (z) the jurisdiction of organization and the organizational form of Additional Borrower shall be acceptable to the Administrative Agent and each Revolving Lenderthe Parent Borrower to effect the provisions of or be consistent with this Section 10.20. Any obligations in respect Notwithstanding any other provision of borrowings by any Additional Borrower under this Agreement will constitute “Obligations” for all purposes of to the Credit Documents. Promptly following receipt of contrary (including Section 10.02), any Additional Borrower Agreement such deemed amendment may be memorialized in writing by the Administrative Agent shall send a copy thereof with the Parent Borrower’s consent, but without the consent of any other Lenders (other than with respect to each 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. (a) Notwithstanding anything in Section 10.8 Holdings may from time to the contrary, following the Closing Date, the Borrower may time request that (x) one or more of its subsidiaries that is a wholly-owned Restricted Subsidiary additional Domestic Subsidiaries be added as an Borrowers under the Term A Facility, a Term B Facility and the Revolving Credit Facility and/or (y) one or more additional borrower (the “Additional Borrower”) Foreign Subsidiaries be added as Borrowers under the Revolving Loans by delivering Credit Facility, in each case, which request shall be subject to the approval of the Administrative Agent and each of the Term A Lenders, Term B Lenders and Revolving Credit Lenders (in the case of such 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. Term B Lenders and Revolving Credit Lenders consent to the addition of such Domestic Subsidiary as a Term A Borrower under the Term A Facility, as a Term B Borrower under a Term B Facility and a Revolving Credit Borrower under the Revolving Credit Facility and (2) 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 required to execute and deliver to the Administrative Agent an Additional a Borrower Joinder Agreement executed by and shall take all action in connection therewith (a) if such subsidiary Borrower is a Domestic Subsidiary, as would otherwise have been required to cause the Collateral and Guaranty Requirements and the Borrower. Such subsidiary shall for all purposes of this Agreement requirements set forth in Section 6.11 to be satisfied as if such Subsidiary had been a borrower hereunder no earlier than Loan Party on the latest of Restatement Date and (ib) [REDACTED – Time Period] (or if such shorter period Borrower is a Foreign Subsidiary, as are deemed reasonably necessary by the Administrative Agent may in its discretion agree) after delivery to provide that the Obligations of such Additional additional Borrower Agreement; be, to the extent permitted by law, guaranteed and secured on terms no less favorable than those contained in the Collateral and Guaranty Requirements and, in the case of each of clauses (iia) [REDACTED – Time Period] after receipt by the Lenders and (b), shall deliver to the Administrative Agent of such documentation Organization Documents, resolutions, certificates, legal opinions, lien searches and other information reasonably requested by the Lenders or (including information to allow the Administrative Agent for purposes of complying and the Lenders to comply with all necessary applicable “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 anti-money laundering rules and regulations, including the Lenders or Act) and documents as the Administrative Agent within [REDACTED – Time Period] 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, and/or a Term B Borrower under a Term B Facility hereunder as applicable. Notwithstanding anything in Section 11.01(a) to the contrary, each Borrower 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 date Administrative Agent, to effect the provisions of receipt this Section 1.09, including, in the case of the addition of a Foreign Borrower, amendments limiting the amount available to be borrowed by such documentation Foreign Borrower and any other information; and Foreign Borrower organized in the same jurisdiction (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 it being understood that entities formed under the laws of which at least one then-existing Borrower is organized different states, provinces or incorporated as other localities of the date the Additional same country as that of a Borrower Agreement is delivered shall be considered to the Administrative Agent, the date be of the effectiveness same jurisdiction as such Foreign Subsidiary) to a specified U.S. Dollar Equivalent of an amendment any Alternative Currency, or to effect any other amendments that shall give effect to any conditions associated with the consent 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, Section 2.17 and the definition of 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 appropriate Lenders to the addition of such Additional U.S. Borrower and (z) or Foreign Borrower. For the jurisdiction avoidance of organization and the organizational form doubt, Domestic Subsidiaries of Additional Borrower Holdings that become Borrowers pursuant to this Section 1.09 shall be acceptable to the Administrative Agent and become Borrowers under each Revolving Lender. Any obligations in respect of borrowings by any Additional Borrower under this Agreement will constitute “Obligations” for all purposes of the Revolving Credit Documents. Promptly following receipt Facility, the Term A Facility and a Term B Facility, as applicable, and Foreign Subsidiaries of any Additional Borrower Agreement Holdings that become Borrowers pursuant to this Section 1.09 shall become Borrowers solely under the Administrative Agent shall send a copy thereof to each LenderRevolving Credit Facility.

Additional Borrowers. (a) Notwithstanding anything in Section 10.8 13.1 to the contrary, following the Closing Date, the Parent Borrower may request that one or more of its subsidiaries Subsidiaries that is a whollyWholly-owned Owned Restricted Subsidiary and that is a U.S. Subsidiary be added as an additional borrower Borrower (the “Additional Revolving Borrower”) under the Revolving Loans Credit Facility by delivering to the Administrative Agent an Additional Borrower Agreement executed by such subsidiary Subsidiary and the Parent Borrower. Such subsidiary Subsidiary shall for all purposes of this Agreement be a borrower Borrower hereunder no earlier than the latest of (i) [REDACTED – Time Period] 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) [REDACTED – Time Period] 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 submitted by any of the Revolving Credit Lenders or the Administrative Agent within [REDACTED – Time Period] ten (10) Business Days of the date of receipt of such documentation and other information; and (iii) if the applicable Additional Revolving 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 than 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 an amendment of this Agreement, which amendment must be as mutually agreed by the Administrative Agent, the Parent Borrower, such Additional Revolving Borrower and each affected Lender (including, without limitation, Section 2.17 and the definition of Excluded Taxes” and whether a carve out for including any “day one” Taxes is appropriateamendment to applicable Tax provisions); provided that (x) each Additional Revolving Borrower shall also be a Guarantor, Guarantor and (y) neither the Administrative Agent nor any Lender shall be adversely affected have received (A) all documents, updated schedules, instruments, certificates and agreements, and all other actions and information, then required by the addition or in respect of such Additional Revolving Borrower by Section 9.11 or by the Security Documents (without giving effect to any grace periods for delivery of such items, the updating of such information or the taking of such actions) and (zB) the jurisdiction of organization and the organizational form of Additional Borrower shall be acceptable documentation reasonably satisfactory to the Administrative Agent pursuant to which each then-existing Borrower and each Guarantor unconditionally Guarantees the Borrowings of the Additional Revolving LenderBorrower on terms substantially consistent with the Guarantors’ Guarantee of the Parent Borrower’s obligations hereunder. 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 Borrower Agreement Agreement, the Administrative Agent shall send a copy thereof to each Lender. As set forth in Section 1.13, the foregoing procedures shall apply (mutatis mutandis) with respect to the addition of a “borrower” with respect to New Term Loans and New Term Loan Commitments, substituting such New Term Loan Lender and the Administrative Agent as the applicable consent parties for purposes of “know your customer” and similar checks. Each Credit Party hereby irrevocably appoints the Parent Borrower as the borrowing agent and attorney-in-fact for the Credit Parties, which appointment shall remain in full force and effect unless and until the Administrative Agent shall have received prior written notice signed by all of the Credit Parties that such appointment has been revoked and that another Borrower has been appointed in such capacity. Each Credit Party hereby irrevocably appoints and authorizes the Parent Borrower (or its successor) (i) to provide to the Administrative Agent and the Lenders and receive from the Administrative Agent and the Lenders all notices with respect to Loans or Letters of Credit obtained for the benefit of any Borrower or any other Restricted Subsidiary and all other notices and instructions under this Agreement and (ii) to take such action as the Parent Borrower deems appropriate on its behalf to obtain Loans and to exercise such other powers as are reasonably incidental thereto to carry out the purposes of this Agreement.

Additional Borrowers. (a) Notwithstanding anything in Section 10.8 to the contrary, following If after the Closing Date, a Subsidiary of the Operating Partnership desires to become a Borrower may request that one or more of its subsidiaries that is a wholly-owned Restricted hereunder, such Subsidiary be added as an additional borrower shall: (i) provide at least five Business Days’ prior notice to the “Additional Borrower”Administrative Agent, and such notice shall designate under what Tranche such Subsidiary proposes to borrow; (ii) under the Revolving Loans by delivering duly execute and deliver to the Administrative Agent an Additional a Borrower Agreement executed by such subsidiary and the Borrower. Such subsidiary shall for all purposes of this Agreement be a borrower hereunder no earlier than the latest of (i) [REDACTED – Time Period] (or such shorter period as the Administrative Agent may in its discretion agree) after delivery of such Additional Borrower Accession Agreement; (iiiii) [REDACTED – Time Period] after receipt by satisfy all of the Lenders conditions with respect thereto set forth in this Section 5.01(p) in form and substance reasonably satisfactory to the Administrative Agent of such documentation and other information reasonably requested by Agent; (iv) satisfy 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 submitted by any requirements of the Lenders or the Administrative Agent within [REDACTED – Time Period] and each relevant Lender, (v) deliver a 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, in the applicable Tranche under which such Additional Borrower proposes to become a Borrower 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 receipt 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 documentation date, before and other information; 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 (iii2) if the applicable Additional Borrower no Default or Event of Default has occurred and 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 continuing as of such date or would occur as a result of such Subsidiary becoming an Additional Borrower, (y) all of the date the Additional Borrower Agreement is delivered documents set forth in Sections 3.01(a)(iii), (iv), (v), (vi), (vii) and (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, the date of the effectiveness of an amendment of this Agreement, which amendment must be as mutually agreed by 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 Borrowerexecuted Borrower Accession Agreement. With respect to the accession of any Additional Borrower to a Tranche, such Additional Borrower and shall be responsible for making a determination as to whether it is capable of making payments to each Lender (includingunder the applicable Tranche without the incurrence of withholding taxes, without limitation, Section 2.17 and the definition of 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 such Lender shall be adversely affected provide such properly completed and executed documentation described in Section 2.11 or otherwise reasonably requested by the addition of such Additional Borrower and (z) the jurisdiction of organization and the organizational form of as may be necessary for such Additional Borrower shall be acceptable to determine the amount of any applicable withholding taxes and the Administrative Agent and each Revolving Lender. Any obligations such Lender shall cooperate in respect of borrowings by all reasonable respects with the Borrowers and their tax advisors in connection with any analysis necessary for such Additional Borrower under this Agreement will constitute “Obligations” for all purposes of the Credit Documents. Promptly following receipt of any Additional Borrower Agreement the Administrative Agent shall send a copy thereof to each Lendermake such determination.

Additional Borrowers. (a) Notwithstanding anything in Section 10.8 Upon not less than fifteen (15) Business Days’ notice to the contrary, following Administrative Agent (or such shorter period as may be agreed by the Closing DateAdministrative Agent in its sole discretion), the Borrower Borrowers may request that one or more the addition of its subsidiaries that is a wholly-owned Restricted Subsidiary be added as any of their Domestic Subsidiaries (an additional borrower (the “Additional Borrower”) under the Revolving Loans as a Borrower hereunder by delivering to the Administrative Agent an (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 Agreement executed by such subsidiary and becoming entitled to utilize the Borrower. Such subsidiary shall credit facilities provided for all purposes of this Agreement be a borrower hereunder no earlier than the latest of (i) [REDACTED – Time Period] (or such shorter period as herein, the Administrative Agent may in its discretion agree) after delivery of such Additional Borrower Agreement; (ii) [REDACTED – Time Period] after receipt by and the Lenders and the Administrative Agent shall have received Organizational Documents, such supporting resolutions, incumbency certificates, opinions of such documentation counsel and other information documents or information, in form, content and scope 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 submitted by any of the Lenders or the Administrative Agent within [REDACTED – Time Period] 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 satisfactory to the Administrative Agent, the date of the effectiveness of an amendment of this Agreement, which amendment must as may be as mutually agreed required by the Administrative AgentAgent or the Required Lenders in their reasonable discretion, the Borrower, and Notes signed by such Additional Borrower and each Lender (including, without limitation, Section 2.17 and to the definition of Excluded Taxes” and whether a carve out for extent 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 Additional Borrower and (z) the jurisdiction of organization and the organizational form of Additional Borrower shall be acceptable to Lenders so require. If the Administrative Agent and each Revolving Lender. Any obligations in respect of borrowings by any Additional Borrower under this Agreement will constitute “Obligations” for all purposes of the Credit Documents. Promptly Lenders execute and deliver an acknowledgement and agreement to the Borrower Request and Assumption Agreement, then promptly following receipt of any Additional Borrower Agreement all such requested Organizational Documents, resolutions, incumbency certificates, opinions of counsel and other documents or information, the Administrative Agent shall send a copy thereof 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, whereupon each Lenderof 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 agrees that such Additional Borrower otherwise shall be a Borrower for all purposes of this Agreement.

Additional Borrowers. (a) Notwithstanding anything in Section 10.8 The Lead Borrower may at any time, upon not less than 15 Business Days’ notice from the Lead Borrower to the contraryAdministrative Agent (or such shorter period as may be agreed by the Administrative Agent in its sole discretion), following the Closing Date, the Borrower may request that one or more of its subsidiaries designate any Material Subsidiary that is a wholly-owned Restricted Domestic Subsidiary be added as of the Lead Borrower (an additional borrower (the “Additional Applicant Borrower”) under the Revolving as a Borrower to receive Loans (other than AJTL Loans) hereunder by delivering to the Administrative Agent an Additional (which shall promptly deliver counterparts thereof to each Lender) a duly executed Borrower Agreement executed 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 form and substance reasonably satisfactory to the Administrative Agent, as may be required by the Administrative Agent in its reasonable discretion, and Notes signed by such subsidiary new Borrowers to the extent any Lenders so require and the BorrowerApplicant Borrower shall have complied with the terms and conditions of Sections 6.11 and 6.13 as if such Applicant Borrower were a Restricted Subsidiary referenced therein. Such subsidiary If the Administrative Agent agrees that an Applicant Borrower shall be entitled to receive such Loans hereunder, then promptly following receipt of all such requested resolutions, incumbency certificates, opinions of counsel and other documents or information, the Administrative Agent shall send 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, whereupon each of the Lenders agrees to permit such Borrower to receive such Loans hereunder, on the terms and conditions set forth herein, and each of the parties agrees that such Borrower otherwise shall be a Borrower for all purposes of this Agreement be a borrower hereunder no earlier than the latest of (i) [REDACTED – Time Period] (or such shorter period as the Administrative Agent may in its discretion agree) after delivery of such Additional Borrower Agreement; (ii) [REDACTED – Time Period] 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 submitted by any of the Lenders or the Administrative Agent within [REDACTED – Time Period] 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 the 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, Section 2.17 and the definition of 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 Additional Borrower and (z) the jurisdiction of organization and the organizational form of Additional Borrower shall be acceptable to the Administrative Agent and each Revolving Lender. 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 Borrower Agreement the Administrative Agent shall send a copy thereof to each Lender.

Additional Borrowers. KMG may at any time, upon not less than fifteen (a15) Notwithstanding anything in Section 10.8 Business Days’ notice from KMG to the contrary, following the Closing Date, the Borrower may request that one or more of 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 the Administrative Agent an Additional Borrower Agreement executed by such subsidiary and the Borrower. Such subsidiary shall for all purposes of this Agreement be a borrower hereunder no earlier than the latest of (i) [REDACTED – Time Period] (or such shorter period as may be agreed by the Administrative Agent may in its discretion agreesole discretion), designate any Wholly-Owned Subsidiary that is wholly-owned directly by a Borrower (an “Applicant Borrower”) after delivery of such as an Additional Borrower to receive Loans hereunder by delivering to the Agent (which shall promptly deliver counterparts thereof to each Lender) a duly executed notice and agreement in substantially the form of Exhibit I (an “Additional 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 Agent and the Lenders shall have received (i) such supporting resolutions, incumbency certificates, opinions of counsel and other documents or information, in form, content and scope reasonably satisfactory to the Agent, as may be required by the Agent or the Required Lenders in their sole discretion, (ii) [REDACTED – Time Period] after receipt by the Lenders and the Administrative Agent of such documentation and other information reasonably requested required by the Lenders or the Administrative Agent for purposes of complying with all necessary regulatory authorities under applicable “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 [REDACTED – Time Period] of the date of receipt of such documentation anti-money laundering rules and other information; and (iii) if the applicable Additional Borrower is organized or incorporated in or under the laws ofregulations, 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 the 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, the Patriot Act, to the extent such documentation or information is requested by the Agent on behalf of the Lenders, (iii) Notes signed by such Applicant Borrowers to the extent any Lenders so require, (iv) with respect to any Applicant Borrower which is a U.S. Subsidiary, (A) a U.S. Borrower Guaranty Agreement, and (B) all other documents (other than a Subsidiary Guaranty Agreement) required of a U.S. Subsidiary which is not a U.S. Non-Guarantor Subsidiary pursuant to Section 2.17 8.14, and (v) with respect to any Applicant Borrower which is a Foreign Subsidiary, all documents required of a First Tier Foreign Subsidiary (regardless of whether such Foreign Subsidiary is a First Tier Foreign Subsidiary) pursuant to Section 8.14 (including the execution of any foreign pledge documents to the extent applicable to the pledge of any Equity Interests of such Foreign Subsidiary as may be required by the Agent). If the Agent and the definition Required Lenders (or all of Excluded Taxes” the Lenders in the case of the designation of a Foreign Subsidiary as an Additional Borrower) agree that an Applicant Borrower shall be entitled to receive Loans hereunder, then promptly following receipt of all such requested resolutions, incumbency certificates, opinions of counsel and whether other documents or information required under this Section, the Agent shall send a carve out for any notice in substantially the form of Exhibit J (an “day one” Taxes is appropriate); provided that (x) each Additional Borrower Notice”) to the Borrowers and the Lenders specifying the effective date upon which the Applicant Borrower shall also be a Guarantorconstitute an Additional Borrower for purposes hereof, (y) neither whereupon each of the Administrative Agent nor any Lender shall be adversely affected by the addition of Lenders agrees to permit such Additional Borrower to receive Loans hereunder, on the terms and (z) conditions set forth herein, and each of the jurisdiction of organization and the organizational form of parties agrees that such Additional Borrower otherwise shall be acceptable to the Administrative Agent and each Revolving Lender. Any obligations in respect of borrowings by any Additional a Borrower under this Agreement will constitute “Obligations” for all purposes of the Credit Documentsthis Agreement. Promptly following receipt of any The parties hereto acknowledge and agree that no Foreign Subsidiary may be designated as an Additional Borrower Agreement unless each Lender shall consented thereto and shall have met all necessary regulatory and licensing requirements and internal policy requirements and shall be legally permitted to make loans in the Administrative Agent shall send jurisdiction in which such Applicant Borrower which is a copy thereof to each LenderForeign Subsidiary is organized.

Additional Borrowers. (a) Notwithstanding anything in Section 10.8 to the contrary, following the Closing Date, the The Borrower may from time to time request that one or more of its subsidiaries that is a wholly-owned Restricted Subsidiary be added to this Agreement and the other Loan Documents as an additional borrower Borrower with the ability to request and receive Extensions of Credit from the Lenders (the each, a “Additional Subsidiary Borrower”). No more than five (5) under requests shall be delivered during the Revolving Loans by delivering term of this Agreement. Each such request shall be delivered in writing to the Administrative Agent an Additional and the Lenders and shall specify the name of such Subsidiary, such Subsidiary’s jurisdiction of organization, the Tranche under which such Subsidiary would be able to request and receive Extensions of Credit from the Lenders, and the Business Day on which the CHAR2\1566724v8 Borrower Agreement executed would like such joinder to be given effect. Such request shall be delivered at least thirty (30) days prior to the date on which the Borrower wishes to join such Subsidiary Borrower hereto. The Administrative Agent and the Lenders, subsequent to their receipt of such request, may ask the Borrower for additional information related to the proposed Subsidiary Borrower in their respective reasonable discretion. Taxes resulting from payments to any Lender by any such subsidiary and Subsidiary Borrower shall not be treated as Indemnified Taxes to the extent that Taxes resulting from such payment would have been Excluded Taxes if such payments had been made by the Borrower. Such subsidiary In addition, no Lender shall for be required to make Extensions of Credit to such Subsidiary Borrower if such Lender shall have given notice to the Administrative Agent and the Borrower within fifteen (15) Business Days after its receipt of the request to join such Subsidiary Borrower hereto that such Lender has determined in good faith that it would be subject, in making Extensions of Credit to such Subsidiary Borrower, to (i) regulatory or legal limitations or restrictions, (ii) material internal operations burdens or (iii) material financial disadvantage arising out of or attributable to the location or jurisdiction of organization of such Subsidiary Borrower or the nature of its activities. If all purposes of the Lenders under the applicable Tranche inform the Administrative Agent and the Borrower that they are subject to such regulatory, legal or other burdens or limitations and restrictions or are otherwise disadvantaged as described above, then such Subsidiary Borrower shall not be joined hereto. If only a subset of the Lenders are unable to make Extensions of Credit to such Subsidiary Borrower as a result of the foregoing, then the Administrative Agent shall have the right to adjust (including, without limitation, further tranching hereof) the provisions of Article II and the other terms and conditions of this Agreement as it may reasonably determine to enable the Lenders that are able to make Extensions of Credit to such Subsidiary Borrower without becoming subject to any such regulatory or any legal restriction or limitation or such burden or financial disadvantage, and without causing the Borrower or any Subsidiary Borrower to incur any such disadvantages of its own (including any such disadvantage in the form of being required to indemnify Lenders for withholding payments including Taxes), to make Extensions of Credit available to such Subsidiary Borrower on a non‑pro rata basis with Lenders that are not so able, with such adjustments to be made in a borrower hereunder no earlier than manner that, to the latest extent practicable, are reasonably equitable to all the Lenders. In order to join a Subsidiary Borrower hereto, the Borrower shall cause the delivery of the following to the Administrative Agent and the Lenders at least ten (10) Business Days prior to the date on which the Borrower has requested that such joinder be given effect: (i) [REDACTED – Time Period] (or such shorter period as a joinder agreement executed by the Borrower, the applicable Subsidiary Borrower and the Administrative Agent may Agent, in its discretion agree) after delivery form and substance reasonably acceptable to each of them, pursuant to which such Additional Subsidiary Borrower Agreementshall agree to be bound by the terms and conditions hereof and shall be entitled to request and receive Extensions of Credit hereunder; (ii) [REDACTED – Time Period] after receipt appropriate Notes made by such Subsidiary Borrower in favor of the Lenders applicable Lenders; (iii) organizational documents, resolutions, incumbency certificates and other similar corporate documents in respect of such Subsidiary Borrower, each in form and substance reasonably acceptable to the Administrative Agent Agent, (iv) opinions of such counsel for the Subsidiary Borrower in form and substance reasonably acceptable to the Administrative Agent; (v) documentation and other information reasonably requested by the Lenders or the Administrative Agent for purposes of complying with all necessary under applicable “know your customer” or and anti‑money laundering rules and regulations, including the Patriot Act; (vi) no‑default certificates, borrowing requests and other similar checks deliverables as required for the Borrower under all applicable laws Sections 5.1 and regulations provided that there has been no written objection submitted 5.2; and (vii) such other agreements, documents and instruments reasonably requested by any the Administrative Agent. Upon satisfaction of the Lenders or requirements set forth in this Section 2.9, the applicable Subsidiary Borrower shall for all purposes of this Agreement be a party to this Agreement. The Borrower and the Administrative Agent within [REDACTED – Time Period] may enter into an amendment hereto, in form and substance reasonably acceptable to each of them, to give further effect to the date of receipt addition of such documentation Subsidiary Borrower hereto, and the Lenders authorize the Administrative Agent to enter into such an amendment; provided, however, that such amendment shall be technical and ministerial in nature and shall be focused solely on appropriately inserting the Subsidiary Borrower into this Agreement and the other information; Loan Documents. The Borrower shall guarantee the Obligations of each Subsidiary Borrower on terms 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 conditions reasonably acceptable to the Administrative Agent, . Each Subsidiary that is or becomes a Subsidiary Borrower pursuant hereto hereby CHAR2\1566724v8 irrevocably appoints the date of the effectiveness of an amendment of Borrower as its agent for all purposes relevant to this Agreement, which amendment must be as mutually agreed by the Administrative Agent, the Borrower, such Additional Borrower Agreement and each Lender (includingrelated document, without limitationincluding service of process. For the avoidance of doubt, Section 2.17 and the definition of 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 no Lender shall be adversely affected by the addition required to make any Extensions of such Additional Credit to any Subsidiary Borrower and (z) the jurisdiction if in contravention of organization and the organizational form of Additional Borrower shall be acceptable to the Administrative Agent and each Revolving Lender. 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 Borrower Agreement the Administrative Agent shall send a copy thereof to each LenderApplicable Laws.

Additional Borrowers. (a) Section 30. Notwithstanding anything in Section 10.8 13.1 to the contrary, following the Closing Date, the Parent Borrower may request that one or more of its subsidiaries Subsidiaries that is a whollyWholly-owned Owned Restricted Subsidiary and that is a U.S. Subsidiary be added as an additional borrower Borrower (the “Additional Revolving Borrower”) under the Revolving Loans Credit Facility by delivering to the Administrative Agent an Additional Borrower Agreement executed by such subsidiary Subsidiary and the Parent Borrower. Such subsidiary Subsidiary shall for all purposes of this Agreement be a borrower Borrower hereunder no earlier than the latest of (i) [REDACTED – Time Period] 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) [REDACTED – Time Period] 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 submitted by any of the Revolving Credit Lenders or the Administrative Agent within [REDACTED – Time Period] ten (10) Business Days of the date of receipt of such documentation and other information; and (iii) if the applicable Additional Revolving 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 than 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 an amendment of this Agreement, which amendment must be as mutually agreed by the Administrative Agent, the Parent Borrower, such Additional Revolving Borrower and each affected Lender (including, without limitation, Section 2.17 and the definition of Excluded Taxes” and whether a carve out for including any “day one” Taxes is appropriateamendment to applicable Tax provisions); provided that (x) each Additional Revolving Borrower shall also be a Guarantor, Guarantor and (y) neither the Administrative Agent nor any Lender shall be adversely affected have received (A) all documents, updated schedules, instruments, certificates and agreements, and all other actions and information, then required by the addition or in respect of such Additional Revolving Borrower by Section 9.11 or by the Security Documents (without giving effect to any grace periods for delivery of such items, the updating of such information or the taking of such actions) and (zB) the jurisdiction of organization and the organizational form of Additional Borrower shall be acceptable documentation reasonably satisfactory to the Administrative Agent pursuant to which each then-existing Borrower and each Guarantor unconditionally Guarantees the Borrowings of the Additional Revolving LenderBorrower on terms substantially consistent with the Guarantors’ Guarantee of the Parent Borrower’s obligations hereunder. 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 Borrower Agreement Agreement, the Administrative Agent shall send a copy thereof to each Lender. As set forth in Section 1.13, the foregoing procedures shall apply (mutatis mutandis) with respect to the addition of a “borrower” with respect to New Term Loans and New Term Loan Commitments, substituting such New Term Loan Lender and the Administrative Agent as the applicable consent parties for purposes of “know your customer” and similar checks.

Additional Borrowers. (a) Notwithstanding anything in Section 10.8 to the contrary, following If after the Closing Date, a Subsidiary of the Operating Partnership desires to become a Borrower may request that one or more of its subsidiaries that is a wholly-owned Restricted hereunder, such Subsidiary be added as an additional borrower shall: (the “Additional Borrower”i) under the Revolving Loans by delivering provide at least five Business Days’ prior notice to the Administrative Agent an Additional Borrower Agreement executed by Agent, and such subsidiary and the Borrower. Such subsidiary notice shall for all purposes of this Agreement be a borrower hereunder no earlier than the latest of (i) [REDACTED – Time Period] (or designate under what Tranche such shorter period as the Administrative Agent may in its discretion agree) after delivery of such Additional Borrower AgreementSubsidiary proposes to borrow; (ii) [REDACTED – Time Period] after receipt by the Lenders duly execute and deliver to the Administrative 117 Agent a Borrower Accession Agreement; (iii) satisfy all of such documentation the conditions with respect thereto set forth in this Section 5.01(p) in form and other information substance reasonably requested by the Lenders or satisfactory to the Administrative Agent for purposes of complying with all necessary Agent; (iv) satisfy the “know your customer” or other similar checks under all applicable laws and regulations provided that there has been no written objection submitted by any requirements of the Lenders or the Administrative Agent within [REDACTED – Time Period] and each relevant Lender, (v) deliver a 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, in the applicable Tranche under which such Additional Borrower proposes to become a Borrower 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 receipt 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 documentation date, before and other information; 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 (iii2) if the applicable Additional Borrower no Default or Event of Default has occurred and 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 continuing as of such date or would occur as a result of such Subsidiary becoming an Additional Borrower, (y) all of the date the Additional Borrower Agreement is delivered 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, the date of the effectiveness of an amendment of this Agreement, which amendment must be as mutually agreed by 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 Borrowerexecuted Borrower Accession Agreement. With respect to the accession of any Additional Borrower to a Tranche, such Additional Borrower and shall be responsible for making a determination as to whether it is capable of making payments to each Lender (includingunder the applicable Tranche without the incurrence of withholding taxes, without limitation, Section 2.17 and the definition of 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 such Lender shall be adversely affected provide such properly completed and executed documentation described in Section 2.12 or otherwise reasonably requested by the addition of such Additional Borrower and (z) the jurisdiction of organization and the organizational form of as may be necessary for such Additional Borrower shall be acceptable to determine the amount of any applicable withholding taxes and the Administrative Agent and each Revolving Lender. Any obligations such Lender shall cooperate in respect of borrowings by all reasonable respects with the Borrowers and their tax advisors in connection with any analysis necessary for such Additional Borrower under this Agreement will constitute “Obligations” for all purposes of the Credit Documents. Promptly following receipt of any Additional Borrower Agreement the Administrative Agent shall send a copy thereof to each Lendermake such determination.

Additional Borrowers. (a) Notwithstanding anything in Section 10.8 It is contemplated that the Parent hereafter may elect to the contrary, following the Closing Dateadd as Borrowers hereunder additional Wholly Owned Subsidiaries which are not Foreign Subsidiaries(collectively, the "Additional Borrowers"), and each of the Additional Borrowers may become a Borrower may request that one or more of its subsidiaries that is a wholly-owned Restricted Subsidiary be added as an additional borrower (hereunder upon the “Additional Borrower”) under the Revolving Loans by delivering delivery to the Administrative Agent an Additional Borrower Agreement executed by such subsidiary of the following documents in form and the Borrower. Such subsidiary shall for all purposes of this Agreement be a borrower hereunder no earlier than the latest of (i) [REDACTED – Time Period] (or such shorter period as substance satisfactory to the Administrative Agent may in its discretion agree) after delivery of such Additional Borrower Agreement; (ii) [REDACTED – Time Period] after receipt by the Lenders and the Administrative Agent of such documentation duly executed 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 submitted by any of the Lenders or the Administrative Agent within [REDACTED – Time Period] 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 the 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, Section 2.17 and the definition of 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 on behalf of such Additional Borrower and the Parent (zas the case may be): (i) an Additional Borrower Assumption Agreement in the jurisdiction form of organization Exhibit N attached hereto duly executed by such Additional Borrower, (ii) a duly executed Syndicated Dollar Loan Note, and Money Market Loan Note in favor of each Bank from such Additional Borrower, (iii) a duly executed reaffirmation and acknowledgment from the Parent and each other Guarantor with respect to such Additional Borrower, acknowledging that such additional Borrower shall be a "Principal" for all purposes under the Guaranty, and reaffirming its obligations under the Guaranty, (iv) an opinion of Counsel to the Parent addressed, dated as of the date of the aforesaid Loan Documents, and providing with respect to such Additional Borrower and the organizational aforesaid Loan Documents, substantially the same opinions as are set forth in Exhibit B with respect to the initial Borrowers and the initial Loan Documents, (v) a Closing Certificate from the Parent in the form of Exhibit G dated as of the date of such additional Loan Documents, and (vi) any additional documents with respect to such Additional Borrowers and the aforesaid Loan Documents of the type described in Section 3.01(f) as may be requested by the Agent. Upon becoming a Borrower hereunder, an Additional Borrower may assume liability for some or all of the Loans then outstanding to some or all of the other Borrowers if and to the extent so expressly provided in the Additional Borrower Assumption Agreement executed by such Additional Borrower, and the Guaranty executed by the Parent and the other Guarantors with respect to such Additional Borrower shall be acceptable to automatically cover (and the Administrative Agent Parent and each Revolving Lender. Any obligations in respect of borrowings other Guarantor thereunder shall guaranty the repayment of) the Loans assumed by any such Additional Borrower under this Agreement will constitute “Obligations” for all purposes of the Credit Documents. Promptly following receipt of any Additional Borrower Agreement the Administrative Agent shall send a copy thereof to each LenderBorrower.

Additional Borrowers. (a) Notwithstanding anything in Section 10.8 11.01 to the contrary, following the Closing Date, the Parent Borrower may request that add one or more of its subsidiaries Foreign Subsidiaries that is a wholly-owned Restricted Wholly Owned Subsidiary be added as an additional borrower (the “Additional Borrower”) Foreign Borrower under the Limited Currency Revolving Loans Facility or Multicurrency Revolving Facility by delivering to the Administrative Agent an Additional a Foreign Borrower Agreement executed by such subsidiary Subsidiary and the Parent Borrower. Such subsidiary shall for all purposes of this Agreement be a borrower hereunder no earlier than the latest of After (i) [REDACTED – Time Period] (or five Business Days have elapsed after such shorter period as the Administrative Agent may in its discretion agree) after delivery of such Additional Borrower Agreement; and (ii) [REDACTED – Time Period] 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 submitted by any of the Lenders or the Administrative Agent within [REDACTED – Time Period] of the date of receipt of regulations, such documentation and other information; and (iii) if the applicable Additional Borrower is organized or incorporated in or under the laws of, or Foreign Subsidiary shall for applicable Tax all 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 the Administrative Agent, the date of the effectiveness of an amendment of this Agreement, which amendment must Credit Agreement be as mutually agreed by the Administrative Agent, the Borrower, such Additional a Foreign Borrower and each Lender (including, without limitation, Section 2.17 and the definition of Excluded Taxes” and whether a carve out for any “day one” Taxes is appropriate)hereunder; provided that (x) each Additional Foreign Borrower shall also be a Foreign Guarantor, (y) neither the Administrative Agent nor any Lender shall be adversely affected by the addition of such Additional Borrower and (z) the jurisdiction of organization and the organizational form of Additional Borrower shall be acceptable to the Administrative Agent and each Revolving Lender. Any obligations in respect of borrowings by any Additional Borrower Foreign Subsidiary under this the Credit Agreement will constitute “Obligations,” “Foreign Obligations” and “Secured Obligations” for all purposes of the Credit Documents. At the reasonable request of the Administrative Agent, the Administrative Agent, the Parent Borrower, the applicable Foreign Borrower and each Limited Currency Revolving Lender and/or Multicurrency Revolving Lender (as the case may be), shall amend this Credit Agreement and the other Credit Documents (including, without limitation, Section 3.01 of this Credit Agreement and the definition of “Excluded Taxes”) as reasonably necessary or appropriate to appropriately include such Foreign Subsidiary as a Borrower hereunder (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 Foreign Borrower and delivery to the Administrative Agent of a Foreign Borrower Termination with respect to such 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 Additional Foreign Borrower Agreement or Foreign Borrower Termination, the Administrative Agent shall send a copy thereof to each Lender.

Additional Borrowers. (a) Notwithstanding anything in Section 10.8 to the contrary, following the Closing Date, the The Borrower may request that one designate any wholly owned Subsidiary as a co-borrower under the Revolving Commitments or more of its subsidiaries that is a wholly-owned Restricted Subsidiary be added as any Incremental Facility (an additional borrower (the “Additional Borrower”) under the Revolving Loans by delivering to ); provided that the Administrative Agent shall be reasonably satisfied that, with respect to any such Subsidiary which is not a Domestic Subsidiary, the Lenders and Foreign Currency Lenders may make loans and other extensions of credit to such Subsidiary in Dollars and Foreign Currencies in such person’s jurisdiction in compliance with applicable laws and regulations, without being required or qualified to 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 Agreement executed by and a party to this Agreement, and all references to the “Co-Borrower” shall be to such subsidiary and the Additional Borrower. Such subsidiary shall for all purposes of this Agreement be a borrower hereunder no earlier than the latest of , as applicable, upon (i) [REDACTED – Time Period] (or such shorter period as the Administrative Agent may in its discretion agree) after delivery of such Additional Borrower Agreement; (ii) [REDACTED – Time Period] after receipt by the Lenders and the Administrative Agent of such documentation (A) a joinder agreement, in form 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 submitted by any of the Lenders or the Administrative Agent within [REDACTED – Time Period] 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 substance satisfactory to the Administrative Agent, executed by such Subsidiary and the date Borrower, (B) an acknowledgement and confirmation by the Guarantors of their guarantee in respect of the effectiveness Obligations of such Subsidiary, (C) an amendment of this Agreementand/or supplement to the Security Documents executed by the applicable Loan Parties and such Subsidiary, which amendment must be as mutually agreed 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 Borrower, Closing Date and (E) such Additional Borrower other documents or information with respect thereto (including all documentation and each Lender (including, without limitation, Section 2.17 and other information required under the definition of Excluded Taxes” and whether a carve out for any “day one” Taxes is appropriate); provided that (xPatriot Act) each Additional Borrower shall also be a Guarantor, (y) neither as the Administrative Agent nor any Lender shall be adversely affected by the addition of such Additional Borrower reasonably request and (zii) the jurisdiction of organization Revolving Lenders and the organizational form of Additional Borrower shall be acceptable to the Administrative Agent and each Revolving Lender. 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 Foreign Currency Lenders being provided with (A) five Business Days’ prior notice of any Additional Borrower Agreement that is a Domestic Subsidiary being added under the Administrative Agent shall send Revolving Facility pursuant to this Section 10.15 and (B) 10 Business Days’ prior notice of any Additional Borrower that is a copy thereof Foreign Subsidiary being added under the Revolving Facility pursuant to each Lenderthis Section 10.15.

Additional Borrowers. (a) Notwithstanding anything in Section 10.8 to the contrary, following the Closing Date, the Borrower The Parent may request that one or more of its subsidiaries that is a designate any wholly-owned Restricted Subsidiary be added as a Borrower under any Revolving Commitments or any Incremental Facility (an additional borrower (the “Additional Borrower”) under ); provided that unless such Borrower is incorporated or formed in a jurisdiction in which any other current Borrower is incorporated or formed, the Revolving Loans jurisdiction of such Additional Borrower shall be reasonably acceptable to the applicable Lenders. Such wholly-owned Restricted Subsidiary shall become an Additional Borrower and a party to this Agreement by delivering to the Administrative Agent an Additional Borrower Agreement executed Joinder, and all references to the “Borrowers” shall also include such Additional Borrower, as applicable, upon (a) the receipt by such subsidiary and the Borrower. Such subsidiary shall for all purposes of this Agreement be a borrower hereunder no earlier than the latest Administrative Agent of (ix) [REDACTED – Time Period] documentation consistent in scope with the documentation delivered in respect of the Borrowers on the Escrow Date or the Closing Date and (y) a certificate from the Parent and such Additional Borrower certifying that as of the date of such joinder, the conditions set forth in Section 4.04(a) and (b) shall be met as if a Borrowing were to occur on such date and (b) the Lenders being provided with twenty (20) Business Days’ prior notice (or such shorter period of time as the Administrative Agent may in its discretion shall reasonably agree) after delivery of such any Additional Borrower Agreement; (ii) [REDACTED – Time Period] after receipt by being proposed to be added pursuant to this Section 10.18. This Agreement may be amended as necessary or appropriate, in the Lenders and the Administrative Agent reasonable opinion 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 submitted by any of the Lenders or the Administrative Agent within [REDACTED – Time Period] 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 the 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, Section 2.17 and the definition of 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 Additional Borrower and (z) the jurisdiction of organization and the organizational form of Additional Borrower shall be acceptable to the Administrative Agent and each Revolving Lenderthe Parent to effect the provisions of or be consistent with this Section 10.18. Any obligations in respect Notwithstanding any other provision of borrowings by any Additional Borrower under this Agreement will constitute “Obligations” for all purposes of to the Credit Documents. Promptly following receipt of contrary (including Section 10.02), any Additional Borrower Agreement such deemed amendment may be memorialized in writing by the Administrative Agent shall send a copy thereof with the Parent’s consent, but without the consent of any other Lenders (other than with respect to each the applicable 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. (a) Notwithstanding anything in Section 10.8 11.01 to the contrary, following the Closing Date, the Parent Borrower may request that add one or more of its subsidiaries Foreign Subsidiaries that is a wholly-owned Restricted Wholly Owned Subsidiary be added as an additional borrower (the “Additional Borrower”) Foreign Borrower under the Limited Currency Revolving Loans Facility or Multicurrency Revolving Facility by delivering to the Administrative Agent an Additional a Foreign Borrower Agreement executed by such subsidiary Subsidiary and the Parent Borrower. Such subsidiary shall for all purposes of this Agreement be a borrower hereunder no earlier than the latest of After (i) [REDACTED – Time Period] (or five Business Days have elapsed after such shorter period as the Administrative Agent may in its discretion agree) after delivery of such Additional Borrower Agreement; and (ii) [REDACTED – Time Period] 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 regulations, such Foreign Subsidiary shall for all purposes of this Credit Agreement be a Foreign Borrower hereunder; provided that there has been no written objection submitted each Foreign Borrower shall also be a Foreign Guarantor. Any obligations in respect of borrowings by any Foreign Subsidiary under the Credit Agreement will constitute “Obligations,” “Foreign Obligations” and “Secured Obligations” for all purposes of the Lenders or the Administrative Agent within [REDACTED – Time Period] of the date of receipt of such documentation and other information; and (iii) if Credit Documents. If the applicable Additional additional Foreign 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, or having a paying agent in, any jurisdiction other than a jurisdiction in or under the laws of which at least one of the then-existing Borrower Borrowers is organized or incorporated as of on the date the Additional such Foreign Borrower Agreement is delivered to the Administrative Applicable Agent, the date of the effectiveness of as a condition to adding such Foreign Borrower, there shall be an amendment to the Credit Documents (including, without limitation, Section 3.01 of this AgreementCredit 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, such Additional the applicable Additionaladditional Foreign Borrower and each Limited Currency Revolving Lender and/or Multicurrency Revolving Lender (including, without limitation, Section 2.17 and the definition of Excluded Taxes” and whether a carve out for any “day one” Taxes is appropriate); as applicable) (provided that (x) each Additional Borrower no such amendment shall also be a Guarantor, (y) neither materially adversely affect the Administrative Agent nor rights of any Lender shall be adversely affected that has not consented to such amendment). Upon the execution by the addition of such Additional Parent Borrower and (z) the jurisdiction of organization a Foreign Borrower and the organizational form of Additional Borrower shall be acceptable delivery to the Administrative Agent of a Foreign Borrower Termination with respect to such Foreign Borrower, such Foreign Borrower shall cease to be a Foreign Borrower and each Revolving Lender. Any obligations in respect of borrowings by a party to this Credit Agreement; provided that no Foreign Borrower Termination will become effective as to any Additional Foreign Borrower (other than to terminate such Foreign Borrower’’s right to make further Borrowings under this Agreement will constitute “Obligations” for all purposes Credit Agreement) at a time when any Loan to, B/A on behalf of, or Letter of the Credit Documentsissued to such Foreign Borrower shall be outstanding hereunder. Promptly following receipt of any Additional 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 iswould be prohibited by applicable Law from making loans to such Foreign Subsidiary.

Additional Borrowers. The Loan Party Agent may at any time a Wholly-Owned Domestic Subsidiary is required to become a party hereto pursuant to clause (a) Notwithstanding anything above, with the Administrative Agent’s consent in Section 10.8 to its sole discretion, designate any such additional Subsidiary of the contrary, following the Closing Date, the Borrower may request that one or more of its subsidiaries that is a wholly-owned Restricted Subsidiary be added as Company (an additional borrower (the “Additional Applicant Borrower”) under as a Borrower to receive Loans hereunder. The parties hereto acknowledge and agree that prior to any Applicant Borrower becoming entitled to utilize the Revolving Loans by delivering to credit facilities provided for herein (i) the Administrative Agent an Additional Borrower Agreement executed by such subsidiary and the Lenders that are to provide Commitments and/or Loans in favor of an Applicant Borrower must each agree to such Applicant Borrower becoming a Borrower. Such subsidiary shall for all purposes of this Agreement be a borrower hereunder no earlier than the latest of , (iii) [REDACTED – Time Period] (or such shorter period as the Administrative Agent may in its discretion agree) after delivery and such Lenders shall have received such supporting resolutions, incumbency certificates, opinions of such Additional Borrower Agreement; (ii) [REDACTED – Time Period] after receipt by the Lenders and the Administrative Agent of such documentation counsel and other information documents or information, in form, content and scope 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 submitted by any of the Lenders or the Administrative Agent within [REDACTED – Time Period] 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 satisfactory to the Administrative Agent, the date of the effectiveness of an amendment of this Agreement, which amendment must as may be as mutually agreed required by the Administrative Agent, and Notes signed by such new Borrower to the Borrower, such Additional extent any Lender so requires and (iii) the Administrative Agent shall have conducted due diligence of the Applicant Borrower and each Lender its Collateral in scope, and with results satisfactory to the Administrative Agent in its reasonable discretion (includingthe requirements in clauses (i), without limitation(ii) and (iii) hereof, Section 2.17 and the definition of Excluded Taxes” and whether a carve out for any “day one” Taxes is appropriateNew Borrower Requirements”); 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 Additional Borrower and (z) the jurisdiction of organization and the organizational form of Additional Borrower shall be acceptable to the Administrative Agent and each Revolving Lender. 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 approval of any Additional Applicant Borrower Agreement formed in connection with a Permitted Acquisition shall not be unreasonably delayed, conditioned or withheld. If the New Borrower Requirements are met, the Administrative Agent shall send a copy thereof New Borrower Notice to the Loan Party Agent and the Lenders specifying the effective date upon which the Applicant Borrower shall constitute a Borrower for purposes hereof, whereupon each Lenderof the Lenders agrees to permit such Borrower to receive Loans hereunder, on the terms and conditions set forth herein, and each of the parties agrees that such Borrower otherwise shall be a Borrower for all purposes of this Agreement; provided that no Loan Notice or Letter of Credit Application may be submitted by or on behalf of such Borrower until the date five (5) Business Days after such effective date.

Additional Borrowers. (a) Notwithstanding anything in Section 10.8 to the contrary, following the Closing Date, the Borrower The Parent may request that one or more any of its subsidiaries that is a wholly-owned Restricted Subsidiary be added as Foreign Subsidiaries (each, an additional borrower (the “Additional Applicant Foreign Borrower”) be designated a Foreign Borrower under the Revolving Loans Credit Facility by delivering delivery of a written request to the Administrative Agent an Additional therefor. The Administrative Agent will promptly notify the Revolving Credit Lenders of any such request. Designation of any Applicant Foreign Borrower Agreement executed by such subsidiary and as a Foreign Borrower under the Borrower. Such subsidiary shall for all purposes of this Agreement be a borrower hereunder no earlier than the latest of Revolving Credit Facility is subject to (i) [REDACTED – Time Period] delivery of an executed Note by such Applicant Foreign Borrower as may be requested by any Revolving Credit Lender in connection therewith, (ii) delivery of supporting resolutions, articles of incorporation and bylaws (or their equivalents), incumbency certificates, opinions of counsel and such shorter period other items as the Administrative Agent or the Revolving Credit Lenders, as applicable, may in its discretion agree) after delivery of such Additional Borrower Agreement; request (ii) [REDACTED – Time Period] after receipt by the Lenders and the Administrative Agent of such including all documentation and other information reasonably requested by the Lenders or the Administrative Agent for purposes of complying in order to comply with all necessary applicable law, including without limitation “know your customer” or other similar checks under all applicable laws and regulations provided that there has been no written objection submitted anti-money laundering rules and regulations, including without limitation the USA PATRIOT Act and, to the extent required by any 31 C.F.R. § 1010.230, a certification of the Lenders Borrower regarding beneficial ownership), (iii) delivery of an executed Foreign Borrower Joinder Agreement, (iv) consent from each Revolving Credit Lender (such consent not to be unreasonably withheld, conditioned, delayed or denied) and (v) to the extent deemed necessary by the Administrative Agent within [REDACTED – Time Period] and the Parent execution of the date of receipt of such documentation an amendment to this Agreement to incorporate country specific and other information; and (iii) if the applicable Additional Borrower is organized or incorporated in or under the laws ofitems reasonably necessary to include such Applicant Foreign Borrower, 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 such amendment to be reasonably acceptable to the 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, Section 2.17 Revolving Credit Lenders and the definition of Excluded Taxes” and whether a carve out for any “day one” Taxes is appropriate); provided that (x) each Additional Borrower shall also be a GuarantorBorrowers. Each Revolving Credit Lender shall, (y) neither the Administrative Agent nor any Lender shall be adversely affected by the addition of such Additional Borrower and (z) the jurisdiction of organization and the organizational form of Additional Borrower shall be acceptable notice to the Administrative Agent and each given not later than the date that is five (5) Business Days from the date which such Revolving Lender. 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 Borrower Agreement Lender received notice from the Administrative Agent of the Parent’s request to designate an Applicant Foreign Borrower as a Foreign Borrower, advise the Administrative Agent whether or not such Revolving Credit Lender consents to such designation pursuant to Section 2.19(iv). Any Revolving Credit Lender that determines not to consent to the designation of such Applicant Foreign Borrower as a Foreign Borrower shall send a copy thereof notify the Administrative Agent of such fact promptly after such determination and any Revolving Credit Lender not responding within such fifteen (15) Business Day period shall be deemed to each Lenderhave determined not to so consent.

Additional Borrowers. (a) Notwithstanding anything in Section 10.8 to the contrary, following the Closing Date, the The Parent Borrower may request that one or more of its subsidiaries that is a designate any wholly-owned Restricted Subsidiary be added as a Borrower under any Revolving Commitments or any Incremental Facility (an additional borrower (the “Additional Borrower”); provided that the Administrative Agent shall be reasonably satisfied that, with respect to any such Subsidiary which is not a Domestic Subsidiary, the applicable Lenders to such Additional Borrower may make loans and other extensions of credit to such Subsidiary in such person’s jurisdiction of organization in compliance with applicable laws and regulations, without being required or qualified to do business in such jurisdiction and without being subject to any unreimbursed or unindemnified Taxes or other expense. Such wholly-owned Subsidiary shall become an Additional Borrower and a party to this Agreement, and all references to the “Borrowers” and “Subsidiary Borrowers” shall also include such Additional Borrower, as applicable, upon (a) under the Revolving Loans applicable Additional Borrower becoming a party to this Agreement by delivering to the Administrative Agent an Additional Borrower executed counterpart to a Foreign Security Agreement and an executed by such subsidiary counterpart to a joinder agreement in form and substance reasonably acceptable to the Borrower. Such subsidiary shall for all purposes Administrative Agent to each of this Agreement be a borrower hereunder no earlier than and the latest Guaranty Agreement (it being agreed that the Lenders hereby authorize the Administrative Agent to execute and deliver any such joinder agreement), (b) the Administrative Agent shall have received documents, certificates and other deliverables with respect to the applicable Additional Borrower consistent in scope with such items delivered pursuant to Sections 4.01(b), (c) (or (d) in the case of Dutch Subsidiary Borrower) and (ie), as applicable, on the Effective Date with respect to the other Loan Parties and (c) [REDACTED – Time Period] the Lenders being provided with ten (10) Business Days’ prior notice (or such shorter period of time as the Administrative CREDIT AGREEMENT, Page 184 Agent may in its discretion shall reasonably agree) after delivery of such any Additional Borrower Agreement; (ii) [REDACTED – Time Period] after receipt by being added pursuant to this Section 10.20. This Agreement may be amended as necessary or appropriate, in the Lenders and the Administrative Agent reasonable opinion 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 submitted by any of the Lenders or the Administrative Agent within [REDACTED – Time Period] 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 the 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, Section 2.17 and the definition of 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 Additional Borrower and (z) the jurisdiction of organization and the organizational form of Additional Borrower shall be acceptable to the Administrative Agent and each Revolving Lenderthe Parent Borrower to effect the provisions of or be consistent with this Section 10.20. Any obligations in respect Notwithstanding any other provision of borrowings by any Additional Borrower under this Agreement will constitute “Obligations” for all purposes of to the Credit Documents. Promptly following receipt of contrary (including Section 10.02), any Additional Borrower Agreement such deemed amendment may be memorialized in writing by the Administrative Agent shall send a copy thereof with the Parent Borrower’s consent, but without the consent of any other Lenders, and furnished to each Lenderthe other parties hereto.

Additional Borrowers. (a) Notwithstanding anything in Section 10.8 From and after the date of the first Advance of the Term Loan Credit Facilities, the Cdn Borrower may, upon giving not less than 15 days prior written notice to the contraryAdministrative Agent, following the Closing Date, the Borrower may request that designate (i) one or more of its subsidiaries that is a wholly-owned Cdn Restricted Subsidiary be added Subsidiaries as an additional borrower (the “Additional Borrower”) Cdn Borrower under the Cdn Revolving Loans Facility, or (ii) one or more of its US Restricted Subsidiaries as an Additional US Borrower under the US Revolving Facility, or (iii) one or more of its Foreign Restricted Subsidiaries as an Additional Foreign Borrower under the Cdn Revolving Facility or the US Revolving Facility, in each case by delivering to the Administrative Agent an Additional Borrower Accession Agreement executed by such subsidiary Additional Cdn Borrower, Additional US Borrower or Additional Foreign Borrower, as the case may be, the Restricted CREDIT AGREEMENT – PAGE 16 Credit Parties and the Administrative Agent, together with an opinion of the Restricted Credit Parties’ Counsel in form and substance satisfactory to the Administrative Agent, and such other certificates, agreements, instruments and other documents as the Administrative Agent may reasonably request. Upon such delivery and subject to this Section 2.16, such Additional Cdn Borrower. Such subsidiary , Additional US Borrower or Additional Foreign Borrower, as the case may be, shall for all purposes of this Agreement be a borrower Borrower hereunder no earlier than and a party to this Agreement. In addition to the latest foregoing, the Cdn Borrower shall obtain the prior written consent of (i) [REDACTED – Time Period] (or such shorter period the Majority Lenders with respect to any Foreign Restricted Subsidiary it intends to designate as an Additional Foreign Borrower hereunder pursuant to the Administrative Agent may terms of this Section 2.16, which consent shall not be unreasonably withheld but shall be subject to the satisfaction of all relevant “know your client checks” as set out in its discretion agree) after delivery of such Additional Section 22.19 and to the negotiation and conclusion between the Cdn Borrower Agreement; (ii) [REDACTED – Time Period] after receipt by the Lenders and the Administrative Agent, acting on the instructions of the Majority Lenders, of terms and conditions to be applicable to such Foreign Restricted Subsidiary in respect of its inclusion as a Borrower hereunder and its rights and obligations under the Operative Documents. The Administrative Agent shall promptly send a copy of the written notice from the Cdn Borrower contemplated under the first paragraph of Section 2.16 in respect of an Additional Foreign Borrower to each relevant Lender. Each Lender may, to the extent that the funding 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 submitted by any of the Lenders or the Administrative Agent within [REDACTED – Time Period] of the date of receipt of such documentation and other information; and (iii) if the applicable Foreign Additional Borrower is organized by such Lender would be prohibited under Applicable Law or incorporated in or under the laws of, or for contravene 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 Lender policy and by notice to the Administrative Agent, the date refuse to be a Lender to an Additional Foreign Borrower within three (3) Business Days from receipt of the effectiveness of an amendment of this Agreement, which amendment must be as mutually agreed by such notice from the Administrative Agent, the Borrower, such Additional Borrower and each Lender (including, without limitation, Section 2.17 and the definition of 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 Additional Borrower and (z) the jurisdiction of organization and the organizational form of Additional Borrower shall be acceptable to the Administrative Agent and each Revolving Lender. 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 Borrower Agreement the Administrative Agent shall send a copy thereof to each Lender.

Additional Borrowers. The Administrative Borrower may at any time, upon not less than ten (a10) Notwithstanding anything in Section 10.8 Business Days’ notice from the Administrative Borrower to the contraryAdministrative Agent (or such shorter period as may be agreed by the Administrative Agent in its reasonable discretion), following the Closing Date, the Borrower may request that one or more of its subsidiaries that is a whollyto designate any Wholly-owned Owned Domestic Restricted Subsidiary be added of the Administrative Borrower as an additional borrower (the “Additional Borrower”) under the Revolving Loans Borrower hereunder by delivering to the Administrative Agent (which shall promptly deliver copies thereof to each Lender) a duly executed written notice of such request. The parties hereto acknowledge and agree that prior to any such proposed Additional Borrower becoming an Additional Borrower Agreement executed by such subsidiary and the Borrower. Such subsidiary shall for all purposes of this Agreement be a borrower hereunder no earlier than the latest of (i) [REDACTED – Time Period] (or such shorter period as the Administrative Agent may in its discretion agreeshall have consented (such consent not to be unreasonably withheld or delayed) after delivery of to such proposed Additional Borrower Agreement; becoming an Additional Borrower hereunder, (ii) [REDACTED – Time Period] after receipt the Administrative Agent and such Lenders shall have received customary supporting resolutions, incumbency certificates and opinions of counsel, and promissory notes signed by such proposed Additional Borrower to the Lenders extent any Lender so requires, and (iii) upon the reasonable request of the Administrative Agent or any Lender, such proposed Additional Borrower shall have provided to the Administrative Agent or such Lender, as the case may be, and the Administrative Agent of or such Lender, as the case may be, shall be reasonably satisfied with, the documentation and other information reasonably so requested by the Lenders or the Administrative Agent for purposes of complying in connection with all necessary applicable “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 [REDACTED – Time Period] of the date of receipt of such documentation anti-money-laundering rules and other information; and (iii) if the applicable Additional Borrower is organized or incorporated in or under the laws ofregulations, 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 the 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, Section 2.17 the PATRIOT Act, and the definition of Excluded Taxes” and whether a carve out for any “day one” Taxes is appropriate); provided that (x) each such proposed Additional Borrower that qualifies as a “legal entity ​ ​ customer” under the Beneficial Ownership Regulation shall also be a Guarantorhave delivered, (y) neither the Administrative Agent nor any Lender shall be adversely affected by the addition of such Additional Borrower and (z) the jurisdiction of organization and the organizational form of Additional Borrower shall be acceptable to the Administrative Agent and each Revolving Lender. Any obligations Lender that so requests, a Beneficial Ownership Certification in respect of borrowings by any relation to such proposed Additional Borrower under this Agreement will (the requirements in clauses (i), (ii) and (iii) hereof, the “Additional Borrower Requirements”). If the Additional Borrower Requirements are met, the Additional Borrower shall constitute “Obligations” an Additional Borrower hereunder, whereupon each of the Lenders agrees to permit such Additional Borrower to receive Loans hereunder, on the terms and conditions set forth herein, and each of the parties agrees that such Additional Borrower otherwise shall be a Borrower for all purposes of the Credit Documentsthis Agreement. Promptly following receipt It is understood and agreed that any Accounts of any an Additional Borrower Agreement hereafter added as an Additional Borrower by the Administrative Agent Borrower pursuant to this Section 2.15 shall send not constitute an Eligible Account until the completion of a copy thereof to each Lendercustomary field examination and confirmation of such Accounts.

Additional Borrowers. (a) Notwithstanding anything in Section 10.8 to the contrary, following If after the Closing Date, a Subsidiary of the Operating Partnership desires to become a Borrower may request that one or more of its subsidiaries that is a wholly-owned Restricted hereunder, such Subsidiary be added as an additional borrower shall: (i) provide at least five Business Days’ prior notice to the “Additional Borrower”Administrative Agent, and such notice shall designate under what Tranche such Subsidiary proposes to borrow; (ii) under the Revolving Loans by delivering duly execute and deliver to the Administrative Agent an Additional a Borrower Agreement executed by such subsidiary and the Borrower. Such subsidiary shall for all purposes of this Agreement be a borrower hereunder no earlier than the latest of (i) [REDACTED – Time Period] (or such shorter period as the Administrative Agent may in its discretion agree) after delivery of such Additional Borrower Accession Agreement; (iiiii) [REDACTED – Time Period] after receipt by satisfy all of the Lenders conditions with respect thereto set forth in this Section 5.01(p) in form and substance reasonably satisfactory to the Administrative Agent of such documentation and other information reasonably requested by Agent; (iv) satisfy 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 submitted by any requirements of the Lenders or the Administrative Agent within [REDACTED – Time Period] and each relevant Lender and (v) obtain the consent of each Lender in the applicable Tranche under which such Additional Borrower proposes to become a Borrower 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 (x) such Subsidiary providing to the Administrative Agent evidence satisfactory to the Administrative Agent that no additional withholding taxes will be imposed on any Lender after the addition of such Subsidiary as a result of the addition of such Subsidiary as an Additional Borrower and (y) the Administrative Agent having received (A) a certificate signed by a duly authorized officer of such Subsidiary, dated the date of receipt 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 and as of such documentation date, before and other information; 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 on and as of such earlier date) and (iii2) if the applicable Additional Borrower no Default or Event of Default has occurred and 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 continuing as of such date or would occur as a result of such Subsidiary becoming an Additional Borrower, (B) all of the date the Additional Borrower Agreement is delivered documents set forth in Sections 3.01(a)(iii), (iv), (v), (vi), (vii), (ix) with respect to such Subsidiary and (C) a corporate formalities legal opinion relating to such Subsidiary from counsel reasonably acceptable to the Administrative Agent, the date of the effectiveness of an amendment of this Agreement, which amendment must be as mutually agreed by all in form and substance reasonably satisfactory to the Administrative Agent, the . Upon such Subsidiary’s addition as an Additional Borrower, such Additional Borrower and each Lender (including, without limitation, Section 2.17 and the definition of Excluded Taxes” and whether a carve out for any “day one” Taxes is appropriate); provided that (x) each Additional Borrower Subsidiary shall also be deemed to be a Guarantor, (y) neither the Administrative Agent nor any Lender shall be adversely affected by the addition of such Additional Borrower and (z) the jurisdiction of organization and the organizational form of Additional Borrower shall be acceptable to the Administrative Agent and each Revolving Lenderhereunder. 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 Borrower Agreement the The Administrative Agent shall send promptly notify each Lender upon each Additional Borrower’s addition as a Borrower hereunder and shall, upon request by any Lender, provide such Lender with a copy thereof to each Lenderof the executed Borrower Accession Agreement.