Common use of Additional Borrowers Clause in Contracts

Additional Borrowers. (a) The Parent Borrower may at any time, with the prior consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed), add as a party to this Agreement any Wholly Owned Subsidiary to be an Additional Borrower. Upon satisfaction of the conditions specified in Section 5.3, such Subsidiary shall for all purposes be a party hereto as an Additional Borrower as fully as if it had executed and delivered this Agreement, and the Borrowers shall be jointly and severally liable for the Obligations (limited to, with respect to any Borrower that is a Foreign Subsidiary, the Obligations of Foreign Loan Parties). The Administrative Agent shall notify the Revolving Lenders at least five Business Days prior to granting such consent and, if any Revolving Lender notifies the Administrative Agent within five Business Days that it is not permitted by applicable Requirements of Law or any of its organizational policies to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account of, the relevant Subsidiary, shall withhold such consent (which shall not be deemed to have been unreasonably withheld) or shall give such consent only upon effecting changes to the provisions of this Agreement as are contemplated by paragraph (c) of this Section 10.21 that will assure that such Revolving Lender is not required to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account of, such Subsidiary.

Additional Borrowers. The Company may designate any Subsidiary of the Parent as a Borrower under the Revolving Commitments; provided that (a) The Parent Borrower may at any time, with the prior consent of the Administrative Agent and the applicable Lenders have agreed that such Lenders may make loans and other extensions of credit to such Subsidiary and in the applicable currency or currencies in such Subsidiary’s jurisdiction in compliance with applicable laws and regulations, without the Administrative Agent and the applicable Lender being required or qualified to do business in such jurisdiction and without being subject to any unreimbursed or unindemnified Tax or other expense and (b) the Company shall have delivered to each Lender which requests the same information with respect to such consent not to Subsidiary in accordance with Section 12.15. Upon the receipt by the Administrative Agent of a Borrowing Subsidiary Agreement substantially in the form of Exhibit O-1 executed by such Subsidiary and the Company, such Subsidiary shall be unreasonably withheld or delayed), add as a Borrower and a party to this Agreement any Wholly Owned Agreement. A Subsidiary shall cease to be an Additional Borrower. Upon satisfaction a 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 Credit issued for the conditions specified in Section 5.3, account of such Subsidiary shall for all purposes be a party hereto as an Additional Borrower as fully as if it had outstanding and such Subsidiary and the Company shall have executed and delivered this Agreement, and the Borrowers shall be jointly and severally liable for the Obligations (limited to, with respect to any Borrower that is a Foreign Subsidiary, the Obligations of Foreign Loan Parties). The Administrative Agent shall notify the Revolving Lenders at least five Business Days prior to granting such consent and, if any Revolving Lender notifies the Administrative Agent within five Business Days that it is not permitted by applicable Requirements a Borrowing Subsidiary Termination substantially in the form of Law or any of its organizational policies to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account of, the relevant Subsidiary, shall withhold such consent (which shall not be deemed to have been unreasonably withheld) or shall give such consent only upon effecting changes to the provisions of this Agreement as are contemplated by paragraph (c) of this Section 10.21 that will assure that such Revolving Lender is not required to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account of, such SubsidiaryExhibit O-2.

Additional Borrowers. Other investment companies (a) The Parent Borrower may at any timeor series of investment companies), in addition to those Borrowers which are original signatories to this Agreement, may, with the prior consent written approval of all the Banks, become parties to this Agreement and be deemed Borrowers for all purposes of this Agreement by executing an instrument substantially in the form of Exhibit H hereto (with such changes therein as may be approved by the Banks), which instrument shall (i) have attached to it a copy of this Agreement (as the same may have been amended) with a revised Allocation Notice reflecting the participation of such additional investment company and (ii) be accompanied by the documents and instruments required to be delivered by the Borrowers pursuant to Section 3.1 hereof, including, without limitation, an opinion of counsel for such Borrower, in a form reasonably satisfactory to the Administrative Agent Agent; provided, however, that no such additional Borrower shall be added unless all the Banks consent. No investment company (such consent not to or series of an investment company) shall be unreasonably withheld or delayed), add admitted as a party to this Agreement any Wholly Owned Subsidiary to be an Additional Borrower. Upon satisfaction as a Borrower unless at the time of such admission and after giving effect thereto: (i) the conditions specified representations and warranties set forth in Section 5.3, such Subsidiary shall for all purposes be a party hereto as an Additional Borrower as fully as if it had executed and delivered this Agreement, and the Borrowers Article IV hereof shall be jointly true and severally liable for the Obligations (limited to, correct with respect to any such Borrower; (ii) such Borrower that is a Foreign Subsidiary, shall be in compliance in all material respects with all of the Obligations terms and provisions set forth herein on its part to be observed or performed at the time of Foreign Loan Parties). The Administrative Agent the admission and after giving effect thereto; and (iii) no Default or Event of Default with respect to such Borrower shall notify the Revolving Lenders at least five Business Days prior to granting such consent and, if any Revolving Lender notifies the Administrative Agent within five Business Days that it is not permitted by applicable Requirements of Law or any of its organizational policies to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account of, the relevant Subsidiary, shall withhold such consent (which shall not have occurred and be deemed to have been unreasonably withheld) or shall give such consent only upon effecting changes to the provisions of this Agreement as are contemplated by paragraph (c) of this Section 10.21 that will assure that such Revolving Lender is not required to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account of, such Subsidiarycontinuing.

Additional Borrowers. The Borrower Representative may request in writing from time to time that any Subsidiary of Holdings be allowed to become a Borrower under this Agreement (each, an “Additional Borrower”); provided that such Subsidiary shall not become an Additional Borrower unless and until each and every of the following conditions precedent with respect to such Subsidiary have been satisfied or provided for in a manner reasonably satisfactory to Agent or waived in writing by Agent and the Lenders: (a) The Parent Borrower may at such Subsidiary shall have been formed or acquired by Holdings or any time, with other Borrower; (b) the prior consent of the Administrative Agent (shall have consented in writing to such consent not to be unreasonably withheld or delayed), add as a party to this Agreement any Wholly Owned Subsidiary to be becoming an Additional Borrower. Upon satisfaction ; (c) no Default or Event of Default shall exist at the conditions specified in Section 5.3, time of or after giving effect to such Subsidiary’s becoming an Additional Borrower; and (d) the Agent shall have received the following documents with respect to such Subsidiary shall for all purposes be a party hereto as an Additional Borrower as fully as if it had (each duly executed and delivered this by the appropriate Persons specified below): (i) from such Subsidiary, the other Borrowers and the Guarantors, a joinder agreement in form and substance reasonably satisfactory to Agent (each, a “Joinder Agreement”), (ii) from such Subsidiary and the other Borrowers, a replacement Revolving Note in favor of each Revolving Lender in the form of Exhibit A and a replacement Swing Line Note in favor of the Swing Line Lender substantially in the form of Exhibit C, and (iii) from such and any other applicable Credit Parties, the Borrowers shall be jointly and severally liable for the Obligations (limited to, various Loan Documents with respect to any Borrower that is a Foreign Subsidiary, the Obligations of Foreign Loan Parties). The Administrative Agent shall notify the Revolving Lenders at least five Business Days prior to granting such consent and, if any Revolving Lender notifies the Administrative Agent within five Business Days that it is not permitted by applicable Requirements of Law or any of its organizational policies to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account of, the relevant Subsidiary, shall withhold such consent (which shall not be deemed to have been unreasonably withheld) or shall give such consent only upon effecting changes to the provisions of this Agreement as are contemplated by paragraph (c) of this Section 10.21 that will assure that such Revolving Lender is not Subsidiary required to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account of, such Subsidiarybe delivered under Section 6.14.

Additional Borrowers. (a) The Parent Borrower may at any timeAn Affiliate of an Obligor may, with the prior written consent of the Administrative Agent and each Lender (provided that no such consent shall be required for any Affiliate of an Obligor organized under the laws of any Permitted Jurisdiction with respect to which at least 10 Business Days’ (or such shorter period as the Administrative Agent shall otherwise agree) prior notice to the Administrative Agent and the Lenders has been given) and subject to the immediately following sentence, become a party to this Agreement as a Borrower and be deemed a Borrower for all purposes of this Agreement and the other Loan Documents (such consent not Affiliate of an Obligor, an “Additional Borrower”) by delivery to the Administrative Agent of a New Borrower Joinder Agreement executed by such Additional Borrower and the satisfaction of the conditions set forth in Section 5.04(a). No Additional Borrower shall be unreasonably withheld or delayed), add admitted as a party to this Agreement any Wholly Owned Subsidiary to be an Additional Borrower. Upon satisfaction as a Borrower unless at the time of such admission and after giving effect thereto (a) the conditions specified representations and warranties set forth in Section 5.3, such Subsidiary shall for all purposes be a party hereto as an Additional Borrower as fully as if it had executed and delivered this Agreement, and the Borrowers Article IV shall be jointly true and severally liable for the Obligations (limited to, correct with respect to any such Additional Borrower, (b) such Additional Borrower that is a Foreign Subsidiaryshall be in compliance in all material respects with all of the terms and provisions set forth herein on its part to be observed or performed at the time of the admission and after giving effect thereto, the Obligations of Foreign Loan Parties). The Administrative Agent shall notify the Revolving Lenders at least five Business Days prior to granting such consent and, if any Revolving Lender notifies the Administrative Agent within five Business Days that it is not permitted by applicable Requirements of Law or any of its organizational policies to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account of, the relevant Subsidiary, shall withhold such consent (which shall not be deemed to have been unreasonably withheld) or shall give such consent only upon effecting changes to the provisions of this Agreement as are contemplated by paragraph and (c) no Default or Event of this Section 10.21 that will assure that such Revolving Lender is not required to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account of, such SubsidiaryDefault shall have occurred and be continuing.

Additional Borrowers. The Borrower may designate any Xxxxx Subsidiary reasonably satisfactory to the Initial Lenders as an additional borrower (an "Additional Borrower") under this Agreement by delivering a written notice to the Initial Lenders to such effect; provided that on or prior to the initial borrowing by such Additional Borrower, (a) The Parent such Additional Borrower may at any time, with will enter into an agreement in writing in form and substance satisfactory to the prior consent of the Administrative Agent (such consent not Initial Lenders pursuant 91 to which it will agree to be unreasonably withheld or delayed)bound by (and will be entitled to the benefits of) this Agreement, add as (b) the Borrower shall execute a party guarantee agreement in form and substance reasonably satisfactory to this Agreement any Wholly Owned Subsidiary the Initial Lenders guaranteeing the obligations of such Additional Borrower and (c) the subsidiaries of such Additional Borrower shall execute security and guarantee agreements in form and substance reasonably satisfactory to be an the Initial Lenders securing and guaranteeing the obligations of such Additional Borrower. Upon satisfaction of The parties hereto agree that upon such designation, this Agreement shall be modified as appropriate to account for such designation in a manner to be agreed upon by the conditions specified in Section 5.3, such Subsidiary shall for all purposes be a party hereto as an Additional Borrower as fully as if it had executed and delivered this Agreement, Initial Lenders and the Borrowers shall be jointly and severally liable for the Obligations (limited to, with respect to any Borrower that is a Foreign Subsidiary, the Obligations of Foreign Loan Parties)Borrower. The Administrative Agent shall notify the Revolving Lenders at least five Business Days prior to granting such consent and, if any Revolving Lender notifies the Administrative Agent within five Business Days that it is not permitted by applicable Requirements of Law or any of its organizational policies to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account of, the relevant Subsidiary, shall withhold such consent (which shall not be deemed to have been unreasonably withheld) or shall give such consent only upon effecting changes Notwithstanding anything to the provisions of this Agreement as are contemplated by paragraph (c) of contrary, this Section 10.21 that will assure that such Revolving Lender is not required to make Revolving Loans to9.19 shall not, or participate nor shall it be construed as providing for any, increase in Letters of Credit or Swingline Loans for the account of, such SubsidiaryTotal Commitments.

Additional Borrowers. (a) The Parent Borrower may at any timeAn Affiliate of an Obligor may, with the prior written consent of the Administrative Agent and each Lender (provided that no such consent shall be required for any Affiliate of an Obligor organized under the laws of any Permitted Jurisdiction with respect to which at least 10 Business Days’ (or such shorter period as the Administrative Agent shall otherwise agree) prior notice to the Administrative Agent and the Lenders has been given) and subject to the immediately following sentence, become a party to this Agreement as a Borrower and be deemed a Borrower for all purposes of this Agreement and the other Loan Documents (such consent not Affiliate of an Obligor, an “Additional Borrower”) by delivery to the Administrative Agent of an Additional Borrower Joinder Agreement executed by such Additional Borrower and the satisfaction of the conditions set forth in Section 5.04(a). No Additional Borrower shall be unreasonably withheld or delayed), add admitted as a party to this Agreement any Wholly Owned Subsidiary to be an Additional Borrower. Upon satisfaction as a Borrower unless at the time of such admission and after giving effect thereto (a) the conditions specified representations and warranties set forth in Section 5.3, such Subsidiary shall for all purposes be a party hereto as an Additional Borrower as fully as if it had executed and delivered this Agreement, and the Borrowers Article IV shall be jointly true and severally liable for the Obligations (limited to, correct with respect to any such Additional Borrower, (b) such Additional Borrower that is a Foreign Subsidiaryshall be in compliance in all material respects with all of the terms and provisions set forth herein on its part to be observed or performed at the time of the admission and after giving effect thereto, the Obligations of Foreign Loan Parties). The Administrative Agent shall notify the Revolving Lenders at least five Business Days prior to granting such consent and, if any Revolving Lender notifies the Administrative Agent within five Business Days that it is not permitted by applicable Requirements of Law or any of its organizational policies to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account of, the relevant Subsidiary, shall withhold such consent (which shall not be deemed to have been unreasonably withheld) or shall give such consent only upon effecting changes to the provisions of this Agreement as are contemplated by paragraph and (c) no Default or Event of this Section 10.21 that will assure that such Revolving Lender is not required to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account of, such SubsidiaryDefault shall have occurred and be continuing.

Additional Borrowers. Any Subsidiary wholly owned by Option Care (aor wholly owned by any Subsidiary of Option Care) The Parent that is not a Borrower party hereto on the Closing Date may at any time, with the prior consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed), add as become a Borrower party to this Agreement any Wholly Owned Subsidiary to be an Additional Borrower. Upon upon the satisfaction of the conditions specified following conditions: (a) such Subsidiary and Option Care shall have signed and delivered to the Lenders an agreement substantially in Section 5.3the form of EXHIBIT B hereto (an "ADDITIONAL BORROWER AGREEMENT"); (b) each Lender shall have received such other documents, agreements, instruments and opinions as it may reasonably request in connection with such Subsidiary becoming a Borrower, which shall be in form and substance reasonably satisfactory to such Lender, including without limitation items of the type delivered pursuant to SECTION 11.1; (c) each Lender shall have had a reasonable period of time to conduct (and to cause one or more of its agents or representatives to conduct) due diligence with respect to such Subsidiary, such Subsidiary and the Option Care Persons shall for all purposes be a party hereto as an Additional Borrower as have fully as if it had executed cooperated with the Lenders and delivered this Agreementsuch agents and representatives in connection with such due diligence, and the Borrowers results of such due diligence are satisfactory to the Lenders; (d) such Subsidiary shall be jointly in the same line of business that one or more of the Borrowers were engaged in on the Closing Date; and severally liable for (e) the Obligations Lenders shall have sent the Borrowers' Agent a notice substantially in the form of EXHIBIT C hereto (limited to, with respect to any Borrower that is a Foreign Subsidiary, the Obligations of Foreign Loan Partiesan "ADDITIONAL BORROWER CONSENT NOTICE"). The Administrative Agent shall notify the Revolving Lenders at least five Business Days prior to granting such consent and, if any Revolving Lender notifies the Administrative Agent within five Business Days that it is not permitted by applicable Requirements of Law or any of its organizational policies to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account of, the relevant Subsidiary, shall withhold such consent (which shall not be deemed to have been unreasonably withheld) or shall give such consent only upon effecting changes to the provisions of this Agreement as are contemplated by paragraph (c) of this Section 10.21 that will assure that such Revolving Lender is not required to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account of, such Subsidiary.

Additional Borrowers. Any Subsidiary wholly owned by Option Care (aor wholly owned by any Subsidiary of Option Care) The Parent that is not a Borrower party hereto on the Closing Date may at any time, with the prior consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed), add as become a Borrower party to this Agreement any Wholly Owned Subsidiary to be an Additional Borrower. Upon upon the satisfaction of the conditions specified following conditions: (a) such Subsidiary and Option Care shall have signed and delivered to the Lender an agreement substantially in Section 5.3the form of Exhibit B hereto (an "ADDITIONAL BORROWER AGREEMENT"); (b) the Lender shall have received such other documents, agreements, instruments and opinions as it may reasonably request in connection with such Subsidiary becoming a Borrower, which shall be in form and substance reasonably satisfactory to the Lender, including without limitation items of the type delivered pursuant to SECTION 11.1; (c) the Lender shall have had a reasonable period of time to conduct (and to cause one or more of its agents or representatives to conduct) due diligence with respect to such Subsidiary, such Subsidiary and the Option Care Persons shall for all purposes be a party hereto as an Additional Borrower as have fully as if it had executed cooperated with the Lender and delivered this Agreementsuch agents and representatives in connection with such due diligence, and the Borrowers results of such due diligence are satisfactory to the Lender; (d) such Subsidiary shall be jointly in the same line of business that one or more of the Borrowers were engaged in on the Closing Date; and severally liable for (e) the Obligations Lender shall have sent the Borrowers' Agent a notice substantially in the form of Exhibit C hereto (limited to, with respect to any Borrower that is a Foreign Subsidiary, the Obligations of Foreign Loan Partiesan "ADDITIONAL BORROWER CONSENT NOTICE"). The Administrative Agent shall notify the Revolving Lenders at least five Business Days prior to granting such consent and, if any Revolving Lender notifies the Administrative Agent within five Business Days that it is not permitted by applicable Requirements of Law or any of its organizational policies to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account of, the relevant Subsidiary, shall withhold such consent (which shall not be deemed to have been unreasonably withheld) or shall give such consent only upon effecting changes to the provisions of this Agreement as are contemplated by paragraph (c) of this Section 10.21 that will assure that such Revolving Lender is not required to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account of, such Subsidiary.

Additional Borrowers. (a) The Parent Borrower may at any time, Subject to compliance with the prior consent provisions of the Administrative Agent paragraphs (such consent not to be unreasonably withheld or delayedc) and (d) of Clause 20.8 ("Know your customer" checks), add as a party to this Agreement the Parent may request that any Wholly Owned Subsidiary to be of its Subsidiaries become an Additional Borrower. Upon satisfaction of the conditions specified in Section 5.3, such That Subsidiary shall for all purposes be a party hereto as become an Additional Borrower as fully as if it had executed and delivered this Agreement, and the Borrowers shall be jointly and severally liable for the Obligations if: (limited to, with respect to any Borrower i) either: (A) that Subsidiary is a Foreign wholly-owned Subsidiary incorporated in the same jurisdiction as an existing Borrower; or (B) all the Lenders, acting reasonably, approve the addition of that Subsidiary; (ii) the Parent delivers to the Agent a duly completed and executed Accession Letter; (iii) the Parent confirms that no Default is continuing or would occur as a result of that Subsidiary becoming an Additional Borrower; and (iv) the Agent has received all of the documents and other evidence listed in Part II of Schedule 2 (Conditions Precedent) in relation to that Additional Borrower, each in form and substance satisfactory to the Obligations of Foreign Loan Parties)Agent. (b) The Administrative Agent shall notify the Revolving Parent and the Lenders at least five Business Days prior to granting such consent and, if any Revolving Lender notifies the Administrative Agent within five Business Days promptly upon being satisfied that it is not permitted by applicable Requirements has received (in form and substance satisfactory to it) all the documents and other evidence listed in Part II of Law or any of its organizational policies Schedule 2 (Conditions Precedent). (c) Other than to make Revolving Loans to, or participate the extent that the Majority Lenders notify the Agent in Letters of Credit or Swingline Loans for writing to the account ofcontrary before the Agent gives the notification described in paragraph (b) above, the relevant Subsidiary, shall withhold such consent Lenders authorise (which but do not require) the Agent to give that notification. The Agent shall not be deemed to have been unreasonably withheld) liable for any damages, costs or shall give losses whatsoever as a result of giving any such consent only upon effecting changes to the provisions of this Agreement as are contemplated by paragraph (c) of this Section 10.21 that will assure that such Revolving Lender is not required to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account of, such Subsidiary.notification. 89 25.3

Additional Borrowers. The Borrower Representative may request in writing from time to time that any Subsidiary of Holdings be allowed to become a Borrower under this Agreement (each, an "Additional Borrower"); provided that such Subsidiary shall not become an Additional Borrower unless and until each and every of the following conditions precedent with respect to such Subsidiary have been satisfied or provided for in a manner reasonably satisfactory to Agent or waived in writing by Agent and the Lenders: (a) The Parent Borrower may at such Subsidiary shall have been formed or acquired by Holdings or any time, with other Borrower; (b) the prior consent of the Administrative Agent (shall have consented in writing to such consent not to be unreasonably withheld or delayed), add as a party to this Agreement any Wholly Owned Subsidiary to be becoming an Additional Borrower. Upon satisfaction ; (c) no Default or Event of Default shall exist at the conditions specified in Section 5.3, time of or after giving effect to such Subsidiary's becoming an Additional Borrower; and (d) the Agent shall have received the following documents with respect to such Subsidiary shall for all purposes be a party hereto as an Additional Borrower as fully as if it had (each duly executed and delivered this by the appropriate Persons specified below): (i) from such Subsidiary, the other Borrowers and the Guarantors, a joinder agreement in form and substance reasonably satisfactory to Agent (each, a "Joinder Agreement"), (ii) from such Subsidiary and the other Borrowers, a replacement Revolving Note in favor of each Revolving Lender in the form of Exhibit A, a replacement Term Note in favor of each Term Lender in the form of Exhibit B, and a replacement Swing Line Note in favor of the Borrowers shall be jointly Swing Line Lender substantially in the form of Exhibit C, and severally liable for (iii) from such and any other applicable Credit Parties, the Obligations (limited to, various Loan Documents with respect to any Borrower that is a Foreign Subsidiary, the Obligations of Foreign Loan Parties). The Administrative Agent shall notify the Revolving Lenders at least five Business Days prior to granting such consent and, if any Revolving Lender notifies the Administrative Agent within five Business Days that it is not permitted by applicable Requirements of Law or any of its organizational policies to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account of, the relevant Subsidiary, shall withhold such consent (which shall not be deemed to have been unreasonably withheld) or shall give such consent only upon effecting changes to the provisions of this Agreement as are contemplated by paragraph (c) of this Section 10.21 that will assure that such Revolving Lender is not Subsidiary required to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account of, such Subsidiary.be delivered under Section 6.14. 56

Additional Borrowers. (a) The Parent Borrower may at any time, with the prior consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed), add as a party to this Agreement any Wholly Owned Subsidiary to be an Additional Borrower. Upon satisfaction of the conditions specified in Section 5.3, such Subsidiary shall for all purposes be a party hereto as an Additional Borrower as fully as if it had executed and delivered this Agreement, and the Borrowers shall be jointly and severally liable for the Obligations (limited to, with respect to any Borrower that is a Foreign Subsidiary, the Obligations of Foreign Loan Parties). The Administrative Agent shall notify the Revolving Lenders at least five Business Days prior to granting such consent and, if any Revolving Lender notifies the Administrative Agent within five Business Days that it is not permitted by applicable Requirements of Law or any of its organizational policies to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account of, the relevant Subsidiary, shall withhold such consent (which shall not be deemed to have been unreasonably withheld) or shall give such consent only upon effecting changes to the provisions of this Agreement as are contemplated by paragraph (c) of this Section 10.21 that will assure that such Revolving Lender is not required to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account of, such Subsidiary.

Additional Borrowers. (a) The Parent Borrower may at any time, with the prior consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed), add as a party to this Agreement any Wholly Owned Subsidiary to be an Additional Borrower. Upon satisfaction of the conditions specified in Section 5.3, such Subsidiary shall for all purposes be a party hereto as an Additional Borrower as fully as if it had executed and delivered this Agreement, and the Borrowers shall be jointly and severally liable for the Obligations (limited to, with respect to any Borrower that is a Foreign Subsidiary, the Obligations of Foreign Loan Parties). The Administrative Agent shall notify the Revolving Lenders at least five Business Days prior to granting such consent and, if any Revolving Lender notifies the Administrative Agent within five Business Days that it is not permitted by applicable Requirements of Law or any of its organizational policies to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account of, the relevant Subsidiary, shall withhold such consent (which shall not be deemed to have been unreasonably withheld) or shall give such consent only upon effecting changes to the provisions of this Agreement as are contemplated by paragraph (c) of this Section 10.21 that will assure that such Revolving Lender is not required to make Revolving Loans to, or participate in Letters of Credit or Swingline Loans for the account of, such Subsidiary.. 148