Common use of Additional Borrowers Clause in Contracts

Additional Borrowers. The parties hereto agree that wholly owned Domestic Subsidiaries that are not Borrowers as of the Closing Date may enter into and become a party to this Agreement by executing a New Borrower Agreement. Upon execution and delivery after the date hereof by the Administrative Agent, the Collateral Agent and such a wholly owned Subsidiary of a New Borrower Agreement, such Subsidiary shall become a Borrower hereunder with the same force and effect as if originally named as a Borrower herein. The Parent Borrower may terminate any Subsidiary Borrower's interests, rights and obligations under this Agreement by executing and delivering to the Administrative Agent a Subsidiary Borrower Termination with respect to such Subsidiary, whereupon such Subsidiary shall cease to be a Subsidiary Borrower and a party to this Agreement. Notwithstanding the preceding sentence, no Subsidiary Borrower Termination will become effective as to any Subsidiary Borrower at a time when any principal of or interest on any Loan to such Subsidiary Borrower shall be outstanding hereunder, PROVIDED that such Subsidiary Borrower Termination shall be effective to terminate such Subsidiary Borrower's right to make further Borrowings under this Agreement unless and until such Subsidiary executes subsequent to such termination a New Borrower Agreement. The execution and delivery of a New Borrower Agreement or a Subsidiary Borrower Termination shall not require the consent of any other Borrower hereunder. The rights and obligations of each Borrower hereunder shall remain in full force and effect notwithstanding the addition of any new Borrower or termination of any Borrower as a party to this Agreement.

Additional Borrowers. The parties hereto agree that wholly owned Domestic Subsidiaries that are Company may, upon not Borrowers less than ten (10) Business Days’ written notice (or such shorter period as of the Closing Date may enter into and become a party to this Agreement by executing a New Borrower Agreement. Upon execution and delivery after the date hereof be agreed by the Administrative Agent, the Collateral Agent and such a wholly owned Subsidiary of a New Borrower Agreement, such Subsidiary shall become a Borrower hereunder with the same force and effect as if originally named as a Borrower herein. The Parent Borrower may terminate any Subsidiary Borrower's interests, rights and obligations under this Agreement by executing and delivering ) to the Administrative Agent and the Lenders, request that the Administrative Agent approve the designation of any Domestic Restricted Subsidiary (an “Applicant Borrower”) that is a Wholly-Owned Subsidiary of the Parent as an Additional Borrower Termination with respect hereunder by delivery to the Administrative Agent of an Additional Borrower Joinder Agreement executed by such SubsidiaryDomestic Restricted Subsidiary and the Company. An Applicant Borrower shall become an Additional Borrower upon (i) the approval of the Administrative Agent on behalf of the Lenders, whereupon and (ii) the receipt by the Administrative Agent of the Company’s written approval of such Subsidiary shall cease to be a Subsidiary Borrower and a party amendments or other modifications to this Agreement. Notwithstanding Agreement and the preceding sentenceother Loan Documents, no Subsidiary if any, as may reasonably be requested by the Administrative Agent to effect the addition of such Applicant Borrower Termination will become effective as an Additional Borrower (collectively, the “Applicant Borrower Amendments”), it being understood, notwithstanding anything to the contrary in Section 11.02, that any Subsidiary Applicant Borrower at a time when any principal of or interest on any Loan to such Subsidiary Borrower shall be outstanding hereunder, PROVIDED that such Subsidiary Borrower Termination Amendments shall be effective when executed and delivered by the Company and the Administrative Agent. The Administrative Agent shall send a notice to terminate the Lenders specifying the effective date upon which the requested Applicant Borrower shall constitute an Additional Borrower for purposes hereof, whereupon each of the Lenders agrees to permit such Subsidiary Borrower's right Additional Borrower to make further Borrowings under receive Loans hereunder, on the terms and conditions set forth herein (as amended by the Applicant Borrower Amendments), and each of the parties hereto agrees that such Applicant Borrower shall for all purposes of this Agreement unless and until such Subsidiary executes subsequent to such termination a New Borrower Agreement. The execution and delivery of a New Borrower Agreement or a Subsidiary Borrower Termination shall not require the consent of any other Borrower hereunder. The rights and obligations of each Borrower hereunder shall remain in full force and effect notwithstanding the addition of any new Borrower or termination of any Borrower as be a party to hereto and an Additional Borrower under this Agreement.

Additional Borrowers. The parties hereto agree that wholly owned Domestic Notwithstanding anything in Section 11.01 to the contrary, following the Closing Date, the Parent Borrower may add one or more of its Foreign Subsidiaries that are not Borrowers is a Wholly Owned Subsidiary as an additional Foreign Borrower under the Limited Currency Revolving Facility or Multicurrency Revolving Facility by delivering to the Administrative Agent a Foreign Borrower Agreement executed by such Subsidiary and the Parent Borrower. After (i) five Business Days have elapsed after such delivery and (ii) receipt by 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, such Foreign Subsidiary shall for all purposes of this Credit Agreement be a Foreign Borrower hereunder; provided that each Foreign Borrower shall also be a Foreign Guarantor. Any obligations in respect of borrowings by any Foreign Subsidiary under the Credit Agreement will constitute “Obligations,” “Foreign Obligations” and “Secured Obligations” for all purposes of the Closing Date may enter into and become Credit Documents. If the applicable additional Foreign Borrower is organized or incorporated under the laws of, or for applicable Tax purposes is resident of or treated as engaged in a party to this Agreement by executing trade or business in, or having a New Borrower Agreement. Upon execution and delivery after paying agent in, any jurisdiction other than a jurisdiction under the laws of which at least one of the then-existing Borrowers is organized or incorporated on the date hereof such Foreign Borrower Agreement is delivered to the Applicable Agent, 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 Credit Agreement and the definition of “Excluded Taxes”), if such amendment is reasonably necessary or appropriate as mutually determined by the Administrative Agent and Parent Borrower which amendment must be as mutually agreed by the Administrative Agent, the Collateral Agent Parent Borrower, the applicable additional Foreign Borrower and each Limited Currency Revolving Lender and/or Multicurrency Revolving Lender (as applicable) (provided that no such a wholly owned Subsidiary amendment shall materially adversely affect the rights of a New Borrower Agreement, any Lender that has not consented to such Subsidiary shall become a Borrower hereunder with amendment). Upon the same force and effect as if originally named as a Borrower herein. The execution by the Parent Borrower may terminate any Subsidiary Borrower's interests, rights and obligations under this Agreement by executing a Foreign Borrower and delivering delivery to the Administrative Agent of a Subsidiary Foreign Borrower Termination with respect to such SubsidiaryForeign Borrower, whereupon such Subsidiary Foreign Borrower shall cease to be a Subsidiary Foreign Borrower and a party to this Credit Agreement. Notwithstanding the preceding sentence, ; provided that no Subsidiary Foreign Borrower Termination will become effective as to any Subsidiary Foreign Borrower at a time when any principal of or interest on any Loan to such Subsidiary Borrower shall be outstanding hereunder, PROVIDED that such Subsidiary Borrower Termination shall be effective (other than to terminate such Subsidiary Foreign Borrower's ’s right to make further Borrowings under this Agreement unless and until such Subsidiary executes subsequent Credit Agreement) at a time when any Loan to, B/A on behalf of, or Letter of Credit issued to such termination a New Foreign Borrower Agreementshall be outstanding hereunder. The execution and delivery Promptly following receipt of a New any Foreign Borrower Agreement or Foreign Borrower Termination, the Administrative Agent shall send a copy thereof to each Lender. Notwithstanding the foregoing, no such Foreign Subsidiary may become a Foreign Borrower Termination shall not require the consent of if any other Borrower hereunder. The rights and obligations of each Borrower hereunder shall remain in full force and effect notwithstanding the addition of any new Borrower Limited Currency Revolving Lender or termination of any Borrower as a party Multicurrency Revolving Lender would be prohibited by applicable Law from making loans to this Agreementsuch Foreign Subsidiary.

Additional Borrowers. The parties hereto agree that wholly owned Domestic Subsidiaries that are not Borrowers as On or after the Initial Funding Date, the Parent may designate any Subsidiary of the Closing Date may enter into Parent (of which the Parent owns or Controls shares representing at least 80% of the ordinary voting power of the issued and become outstanding Capital Stock of such Subsidiary) as an Additional Borrower by delivery to the Administrative Agent of an Additional Borrower Agreement executed by such Subsidiary and the Parent, and upon such delivery such Subsidiary shall for all purposes of this Agreement be an Additional Borrower and a party to this Agreement by executing a New Borrower Agreement. Upon execution until the Parent shall have executed and delivery after the date hereof by the Administrative Agent, the Collateral Agent and such a wholly owned Subsidiary of a New Borrower Agreement, such Subsidiary shall become a Borrower hereunder with the same force and effect as if originally named as a Borrower herein. The Parent Borrower may terminate any Subsidiary Borrower's interests, rights and obligations under this Agreement by executing and delivering delivered to the Administrative Agent a Subsidiary an Additional Borrower Termination with respect to such Subsidiary, whereupon such Subsidiary shall cease to be a Subsidiary an Additional Borrower and a party to this Agreement. Notwithstanding the preceding sentence, no Subsidiary Additional Borrower Termination will become effective as to any Subsidiary Additional Borrower at a time when any principal of or interest on any Loan to such Subsidiary Additional Borrower shall be outstanding hereunder, PROVIDED ; provided that such Subsidiary Additional Borrower Termination shall be effective to terminate such Subsidiary Additional Borrower's right to make further Borrowings under this Agreement unless and until such Subsidiary executes subsequent to such termination a New Agreement. As soon as practicable upon receipt of an Additional Borrower Agreement, the Administrative Agent shall send a copy thereof to each Lender. The execution Each Additional Borrower hereby irrevocably appoints the Parent as its agent for service of process in respect of this Agreement and delivery of a New any Additional Borrower Agreement or a Subsidiary Borrower Termination shall Agreement; provided that such appointment will not require affect the consent right of any other Borrower hereunder. The rights and obligations of each Borrower hereunder shall remain in full force and effect notwithstanding the addition of any new Borrower or termination of any Borrower as a party to this AgreementAgreement to serve process on any Additional Borrower in any other manner permitted by law.

Additional Borrowers. The parties hereto agree that wholly owned Domestic Subsidiaries that are not Borrowers as With the consent of the Closing Date Administrative Agents (not to be unreasonably withheld, delayed or conditioned), the Parent Borrower may enter into from time to time designate (i) one or more U.S. Subsidiaries of the Parent Borrower as a U.S. Subsidiary Borrower of a U.S. Revolving Loan, or (ii) one or more Canadian Subsidiaries of the Parent Borrower as a Canadian Subsidiary Borrower of a Canadian Revolving Loan; in each case by delivering to the relevant Administrative Agent a Borrowing Subsidiary Agreement executed by such Subsidiary, the Parent Borrower, the relevant Administrative Agent, and, in addition in the case of a U.S. Revolving Borrowing, the U.S. Borrower, together with an opinion from counsel to such Subsidiary Borrower covering the matters set forth in EXHIBIT D-4 hereto, and become such other documents and instruments as the relevant Administrative Agent may reasonably request. Upon such delivery, such Subsidiary shall for all purposes of this Agreement be a Subsidiary Borrower and a party to this Agreement by executing a New Borrower Agreement. Upon execution and delivery after until the date hereof by the Administrative Agent, the Collateral Agent and such a wholly owned Subsidiary of a New Borrower Agreement, such Subsidiary shall become a Borrower hereunder with the same force and effect as if originally named as a Borrower herein. The Parent Borrower may terminate any Subsidiary Borrower's interests, rights shall have executed and obligations under this Agreement by executing and delivering delivered to the relevant Administrative Agent a Borrowing Subsidiary Borrower Termination with respect to such Subsidiary, whereupon such Subsidiary shall cease to be a Subsidiary Borrower and a party to this Agreement. Notwithstanding the preceding sentence, no Borrowing Subsidiary Borrower Termination will become effective as to any Subsidiary Borrower at a time when any principal of or interest on any Loan to such Subsidiary Borrower Borrower, or any Letter of Credit issued for the account of such Subsidiary Borrower, or any Bankers' Acceptance issued by such Canadian Subsidiary Borrower, shall be outstanding hereunder, PROVIDED ; provided that such Borrowing Subsidiary Borrower Termination shall be effective to terminate such Subsidiary Borrower's right to make further Borrowings borrowings or request other Credit Extensions under this Agreement unless and until such Subsidiary executes subsequent to such termination a New Borrower Agreement. The execution and delivery of a New Borrower Agreement or a Subsidiary Borrower Termination shall not require the consent of any other Borrower hereunder. The rights and obligations of each Borrower hereunder shall remain in full force and effect notwithstanding the addition of any new Borrower or termination of any Borrower as a party to this Agreement.

Additional Borrowers. The parties hereto agree that wholly owned Domestic Subsidiaries that are not Borrowers as Xxxxxxx may at any time after the Fifth A&R Effective Date designate any Subsidiary of the Closing Date Company organized under the laws of Canada, Ireland, Luxembourg, Switzerland, the Netherlands or the United Kingdom (each such Subsidiary, a “Supplemental Subsidiary Borrower”) as a Borrower under the Revolving Credit Commitments, any Incremental Term Loans, any Revolving Commitment Increase, Extended Term Loans, Extended Revolving Credit Commitment, New Revolving Credit Commitment, Revolver Replacement Term Loans, Replacement Revolving Credit Facility or Replacement Term Loan Facility and, in the event the currency of the jurisdiction of organization of such Supplemental Subsidiary Borrower is not Euro, may enter into and become a party cause such Supplemental Subsidiary Borrower to this Agreement by executing a New Borrower Agreement. Upon execution and delivery after borrow in the date hereof by currency of its jurisdiction of organization in addition to any available currencies provided herein at such time; provided that (a) the Administrative Agent, the Collateral Agent and the Lenders making the applicable loans and other extensions of credit have consented to the designation of such a wholly owned Supplemental Subsidiary of a New Borrower Agreement, such Subsidiary shall become as a Borrower hereunder with respect to such loans and other extensions of credit (it being understood that the consent of any other Lenders or the Required Lenders shall not be required) and (b) Xxxxxxx shall have delivered to each Lender which requests the same force and effect as if originally named as a Borrower herein. The Parent Borrower may terminate any Subsidiary Borrower's interests, rights and obligations under this Agreement by executing and delivering to the Administrative Agent a Subsidiary Borrower Termination information with respect to such SubsidiarySupplemental Subsidiary Borrower in accordance with Section 10.20. Upon the receipt by the Administrative Agent of a Borrowing Subsidiary Agreement substantially in the form of Exhibit 11.14A executed by the applicable Supplemental Subsidiary Borrower and a security agreement pledging the Equity Interests of such Supplemental Subsidiary Borrower under applicable Law from the owner of such Equity Interests and security agreements executed by such Supplemental Subsidiary Borrower pledging those assets of such Supplemental Subsidiary Borrower which are customarily pledged in connection with similar loans or extensions of credit under applicable Law in the jurisdiction in which such Supplemental Subsidiary Borrower is organized (but in all cases subject to the limitations and exclusions set forth in Section 6.11, whereupon which shall apply to any such pledge), such Supplemental Subsidiary Borrower shall cease to be a Subsidiary Borrower and a party to this Agreement. Notwithstanding It is understood and agreed that a pledge in respect of assets of, or Equity Interests in, a Supplemental Subsidiary Borrower organized in a jurisdiction other than the preceding sentenceUnited States or any state thereof may consist of substantially less collateral than would otherwise be subject to a customary lien in respect of all assets of an entity organized under the laws of the United States or any state thereof. A Supplemental Subsidiary Borrower shall cease to be 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 Supplemental Subsidiary Borrower, no Subsidiary Borrower Termination will become effective as to any Subsidiary Borrower at a time when any principal Letters of or interest on any Loan to Credit issued for the account of such Supplemental Subsidiary Borrower shall be outstanding hereunder, PROVIDED that and such Supplemental Subsidiary Borrower and Xxxxxxx shall have executed and delivered to the Administrative Agent a Borrowing Subsidiary Termination shall be effective to terminate such Subsidiary Borrower's right to make further Borrowings under this Agreement unless and until such Subsidiary executes subsequent to such termination a New Borrower Agreement. The execution and delivery substantially in the form of a New Borrower Agreement or a Subsidiary Borrower Termination shall not require Exhibit 11.14B. Without the consent of any other Borrower hereunder. The rights Agents or Lenders, the Administrative Agent and obligations of each Borrower hereunder shall remain in full force and Xxxxxxx may effect notwithstanding the addition of any new Borrower or termination of any Borrower as a party such amendments to this AgreementAgreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and Xxxxxxx, to effect the provisions of this Section 11.14, including to add provisions regarding interest rate terms and definitions. Any Supplemental Subsidiary Borrower shall be a Guarantor with respect to Loans for which it is not a Borrower.

Additional Borrowers. The parties hereto agree that wholly owned Domestic Subsidiaries Subsidiary Guarantors that are not Borrowers as of the Closing Date may enter into and become a party to this Agreement by executing a New Borrower Agreement. Upon execution and delivery after the date hereof by the Administrative Agent, the Collateral Agent and such a wholly owned Domestic Subsidiary Guarantor of a New Borrower Agreement, such Domestic Subsidiary Guarantor shall become a Borrower hereunder with the same force and effect as if originally named as a Borrower herein. The Parent Borrower may terminate any Subsidiary Borrower's interests, rights and obligations under this Agreement by executing and delivering to the Administrative Agent a Subsidiary Borrower Termination with respect to such Subsidiary, whereupon such Subsidiary shall cease to be a Subsidiary Borrower and a party to this Agreement (but such Subsidiary shall not cease to be a Guarantor hereunder for so long as it shall remain a Subsidiary, except as otherwise provided in the Guarantee Agreement). Notwithstanding the preceding sentence, no Subsidiary Borrower Termination will become effective as to any Subsidiary Borrower at a time when any principal of or interest on any Revolving Loan to such Subsidiary Borrower shall be outstanding hereunder, PROVIDED provided that such Subsidiary Borrower Termination shall be effective to terminate such Subsidiary Borrower's right to make further Borrowings under this Agreement unless and until such Subsidiary executes subsequent to such termination a New Borrower Agreement. The execution and delivery of a New Borrower Agreement or a Subsidiary Borrower Termination shall not require the consent of any other Borrower hereunder. The rights and obligations of each Borrower hereunder shall remain in full force and effect notwithstanding the addition of any new Borrower or termination of any Borrower as a party to this Agreement.

Additional Borrowers. The parties hereto agree that U.S. Borrower may designate any wholly owned Domestic Subsidiaries that are not Borrowers Subsidiary as a Borrower under any of the Closing Date Commitments; provided that (x) the Administrative Agent (and in the case of any Foreign Subsidiary so designated, each applicable Lender) shall be reasonably satisfied that the applicable Lenders may enter into make loans and become a party other extensions of credit to this Agreement by executing a New Borrower Agreementsuch 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 (y) the Administrative Agent (including on behalf of each applicable Lender) shall have received any and all documentation and other information with respect to such person that it reasonably requests at least five (5) Business Days prior to the effectiveness of such designation in order to comply with its ongoing obligations under applicable U.S. “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act. Upon execution and delivery after the date hereof receipt by the Administrative Agent, the Collateral Agent and of a Borrowing Subsidiary Agreement executed by such a wholly owned Subsidiary of a New Borrower AgreementSubsidiary, Holdings and the U.S. Borrower, such wholly owned Subsidiary shall become a Borrower hereunder with the same force and effect as if originally named as a Borrower herein. The Parent Borrower may terminate any Subsidiary Borrower's interests, rights and obligations under this Agreement by executing and delivering to the Administrative Agent a Subsidiary Borrower Termination with respect to such Subsidiary, whereupon such Subsidiary shall cease to be a Subsidiary Borrower and a party to this Agreement. Notwithstanding A Subsidiary shall cease to be a Borrower hereunder at such time as no Loans, Fees or any other amounts due in connection therewith pursuant to the preceding sentenceterms hereof shall be outstanding by such Subsidiary, no Letters of Credit issued for the account of such Subsidiary shall be outstanding and such Subsidiary and the U.S. Borrower shall have executed and delivered to the Administrative Agent a Borrowing Subsidiary Termination; provided that, notwithstanding anything herein to the contrary, no Subsidiary shall cease to be a Borrower Termination will become effective as to any Subsidiary Borrower at solely because it no longer is a time when any principal of or interest on any Loan to such Subsidiary Borrower shall be outstanding hereunder, PROVIDED that such Subsidiary Borrower Termination shall be effective to terminate such Subsidiary Borrower's right to make further Borrowings under this Agreement unless and until such Subsidiary executes subsequent to such termination a New Borrower Agreement. The execution and delivery of a New Borrower Agreement or a Subsidiary Borrower Termination shall not require the consent of any other Borrower hereunder. The rights and obligations of each Borrower hereunder shall remain in full force and effect notwithstanding the addition of any new Borrower or termination of any Borrower as a party to this Agreementwholly owned Subsidiary.

Additional Borrowers. The parties hereto agree that wholly owned Domestic Subsidiaries that are not Borrowers as of the Closing Date may enter into and become a party to this Agreement by executing a New Borrower Agreement. Upon execution and delivery after the date hereof by the Administrative Agent, the Collateral Agent and such a wholly owned Subsidiary of a New Borrower Agreement, such Subsidiary shall become a Borrower hereunder with the same force and effect as if originally named as a Borrower herein. The Parent Borrower may terminate any Subsidiary Borrower's interests, rights and obligations under this Agreement by executing and delivering to the Administrative Agent a Subsidiary Borrower Termination with respect to such Subsidiary, whereupon such Subsidiary shall cease to be a Subsidiary Borrower and a party to this Agreement. Notwithstanding the preceding sentence, no Subsidiary Borrower Termination will become effective as to any Subsidiary Borrower at a time when any principal of or interest on any Revolving Loan to such Subsidiary Borrower shall be outstanding hereunder, PROVIDED provided that such Subsidiary Borrower Termination shall be effective to terminate such Subsidiary Borrower's right to make further Borrowings under this Agreement unless and until such Subsidiary executes subsequent to such termination a New Borrower Agreement. The execution and delivery of a New Borrower Agreement or a Subsidiary Borrower Termination shall not require the consent of any other Borrower hereunder. The rights and obligations of each Borrower hereunder shall remain in full force and effect notwithstanding the addition of any new Borrower or termination of any Borrower as a party to this Agreement.

Additional Borrowers. The parties hereto agree Holdings may from time to time request that wholly owned one or more additional Subsidiaries be added as Revolving Credit Borrowers hereunder, which request shall be subject to the approval of the Applicable Administrative Agent and (i) if such additional Subsidiary is a Domestic Subsidiaries that are not Borrowers Subsidiary, each of the Revolving Credit Lenders and (ii) if such additional Subsidiary is a Foreign Subsidiary, each of the Multicurrency Revolving Credit Lenders. If the Applicable Administrative Agent and all the Revolving Credit Lenders or all the Multicurrency Revolving Credit Lenders, as applicable, consent to the addition of such Subsidiary as a Revolving Credit Borrower under the U.S. Dollar Revolving Credit Facility and/or the Multicurrency Revolving Credit Facility (as applicable), such Subsidiary shall be required to execute and deliver to the Applicable Administrative Agent a Borrower Joinder Agreement and shall take all action in connection therewith (a) if such Revolving Credit Borrower is a U.S. Borrower or a Canadian Borrower, as would otherwise have been required to cause the Collateral and Guaranty Requirements and the requirements set forth in Section 6.11 to be satisfied as if such Subsidiary had been a Revolving Loan Party on the Closing Date may enter into and become (b) if such Revolving Credit Borrower is any other Foreign Borrower, as are deemed reasonably necessary by the Applicable Administrative Agent to provide that the Obligations of such additional Revolving Credit Borrower 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 shall deliver to the Applicable Administrative Agent such Organization Documents, resolutions, certificates, legal opinions, lien searches and other information (including information to allow the Applicable Administrative Agent and the Revolving Credit Lenders to comply with applicable “know your customer” and anti-money laundering rules and regulations, including the Act) and documents as the Applicable Administrative Agent shall reasonably request. Any Subsidiary that becomes a party to this Agreement by executing a New Borrower Agreement. Upon execution and delivery after the date hereof by the Administrative Agent, the Collateral Agent and such a wholly owned Subsidiary of a New Borrower Agreement, such Subsidiary pursuant to this Section 1.09 shall become a Borrower hereunder with the same force and effect as if originally named as a Borrower herein. The Parent Borrower may terminate any Subsidiary Borrower's interests, rights and obligations under this Agreement by executing and delivering to the Administrative Agent a Subsidiary Borrower Termination with respect to such Subsidiary, whereupon such Subsidiary shall cease thereupon be deemed for all purposes to be a Subsidiary Revolving Credit Borrower and a party to this Agreementunder the U.S. Dollar Revolving Credit Facility and/or the Multicurrency Revolving Credit Facility, as applicable, hereunder. Notwithstanding anything in Section 11.01(a) to the preceding sentencecontrary, no Subsidiary each Borrower Termination will become effective as to any Subsidiary Borrower at a time when any principal of or interest on any Loan to such Subsidiary Borrower shall be outstanding hereunderJoinder Agreement may, PROVIDED that such Subsidiary Borrower Termination shall be effective to terminate such Subsidiary Borrower's right to make further Borrowings under this Agreement unless and until such Subsidiary executes subsequent to such termination a New Borrower Agreement. The execution and delivery of a New Borrower Agreement or a Subsidiary Borrower Termination shall not require without the consent of any other Borrower hereunder. The rights and obligations of each Borrower hereunder shall remain in full force and effect notwithstanding Lenders (but subject to the approval by the Revolving Credit Lenders or the Multicurrency Revolving Credit Lenders, as applicable, to the addition of such 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 Applicable Administrative Agent, to effect the provisions of this Section 1.09, including, in the case of the addition of a Foreign Subsidiary (other than a Canadian Subsidiary), amendments limiting the amount available to be borrowed by such Foreign Subsidiary and any new other Foreign Borrower organized in the same jurisdiction (it being understood that entities formed under the laws of different states, provinces or termination other localities of the same country as that of a Revolving Credit Borrower shall be considered to be of the same jurisdiction as such Foreign Subsidiary) to a specified U.S. Dollar Equivalent of any Borrower as a party Alternative Currency (other than Canadian Dollars). Domestic Subsidiaries of Holdings that become Borrowers pursuant to this AgreementSection 1.09 shall become Borrowers under the U.S. Dollar Revolving Credit Facility and the Multicurrency Revolving Credit Facility. Foreign Subsidiaries of Holdings that become Borrowers pursuant to this Section 1.09 shall become Borrowers solely under the Multicurrency Revolving Credit Facility.

Additional Borrowers. The parties hereto agree Notwithstanding anything in Section 11.07 to the contrary, following the Closing Date, the Administrative Borrower may request that wholly (x) one or more wholly-owned Domestic Subsidiaries of the Company (other than AHS East Texas or and Subsidiary of AHS East Texas) that (ii) owns assets that are or that it desires to be included in the Legacy Borrowing Base be added as an additional Legacy Borrower under the Legacy Credit Facility by delivering to the Administrative Agent an Additional Legacy Borrower Agreement executed by such Subsidiary and the Administrative Borrower and (y) one or more Wholly-Owned Domestic Subsidiaries of AHS East Texas that owns assets that are or that it desires to be included in the ETMC Borrowing Base be added as an Additional ETMC Borrower under the ETMC Credit Facility by delivering to the Administrative Agent an Additional ETMC Borrower Agreement executed by such Subsidiary and the Administrative Borrower. The assets of such Subsidiary that shall become an Additional Legacy Borrower or an Additional ETMC Borrower shall not Borrowers be included in the Legacy Borrowing Base or ETMC Borrowing Base, as applicable, until the Administrative Agent and Collateral Agent shall have received and be reasonably satisfied with a Field Exam on such assets from an examiner reasonably acceptable to the Administrative Agent and the Collateral Agent. Such Subsidiary shall for all purposes of this Agreement be a Legacy Borrower or an ETMC Borrower hereunder after the latest of (i) five (5) Business Days (or such shorter period as the Administrative Agent shall agree) after delivery of such applicable Additional Borrower Agreement and (ii) receipt by the Lenders under the applicable Revolving Credit Facility and the Administrative Agent of such documentation and other information reasonably requested by the Lenders under the applicable Revolving Credit Facility or the Administrative Agent for purposes of complying with all necessary “know your customer” or other similar checks under all applicable laws and regulations (including, without limitation, a Beneficial Ownership Certification with respect to such Additional Borrower if requested by any Lender) without any written objection submitted by the Lenders under the applicable Revolving Credit Facility or the Administrative Agent within ten (10) days of the Closing Date may enter into date of receipt of such documentation and become other information; provided that (a) each Additional Legacy Borrower and Additional ETMC Borrower shall also be a party to this Agreement by executing a New Borrower Agreement. Upon execution Guarantor and delivery after the date hereof by (b) neither the Administrative Agent, the Collateral Agent and nor any Lender under the applicable Revolving Credit Facility shall be materially adversely affected by the addition of such a wholly owned Subsidiary Additional Legacy Borrower or Additional ETMC Borrower, as applicable. Any obligations in respect of a New Borrowings by any Borrower under this Agreement will constitute “Obligations” for all purposes of the Loan Documents. Promptly following receipt of any Additional Borrower Agreement, such Subsidiary shall become a Borrower hereunder with the same force and effect as if originally named as a Borrower herein. The Parent Borrower may terminate any Subsidiary Borrower's interests, rights and obligations under this Agreement by executing and delivering to the Administrative Agent shall send a Subsidiary Borrower Termination with respect copy thereof to such Subsidiary, whereupon such Subsidiary shall cease to be a Subsidiary Borrower and a party to this Agreement. Notwithstanding each Lender under the preceding sentence, no Subsidiary Borrower Termination will become effective as to any Subsidiary Borrower at a time when any principal of or interest on any Loan to such Subsidiary Borrower shall be outstanding hereunder, PROVIDED that such Subsidiary Borrower Termination shall be effective to terminate such Subsidiary Borrower's right to make further Borrowings under this Agreement unless and until such Subsidiary executes subsequent to such termination a New Borrower Agreement. The execution and delivery of a New Borrower Agreement or a Subsidiary Borrower Termination shall not require the consent of any other Borrower hereunder. The rights and obligations of each Borrower hereunder shall remain in full force and effect notwithstanding the addition of any new Borrower or termination of any Borrower as a party to this Agreementapplicable Revolving Credit Facility.

Additional Borrowers. The parties hereto agree (a) In the event that wholly owned certain Real Estate of a Subsidiary of Parent which is leased to a Wholly-Owned Domestic Subsidiaries that are not Borrowers Subsidiary of OpCo is to be included as of the Closing Date may enter into and become a party to this Agreement Collateral Property as contemplated by executing a New Borrower Agreement. Upon execution and delivery after the date hereof by the Administrative Agent, the Collateral Agent Section 5.4 and such Real Estate is approved for inclusion as a wholly owned Collateral Property in accordance with the terms hereof, Borrowers shall cause each such Subsidiary of a New Borrower Agreementthat owns or leases such Collateral Property to execute and deliver to Administrative Agent the documents and other items required under Section 7.20, and such Subsidiary shall become a Borrower hereunder. Each such Subsidiary shall be specifically authorized, in accordance with its respective organizational documents, to be a Borrower hereunder and to comply with the same force requirements of Section 7.20. Borrowers shall further cause all representations, covenants and effect as if originally named as a Borrower herein. The Parent Borrower may terminate any Subsidiary Borrower's interests, rights agreements in the Loan Documents with respect to Borrowers to be true and obligations under this Agreement by executing and delivering to the Administrative Agent a Subsidiary Borrower Termination correct with respect to such Subsidiary. (b) After the Closing Date, whereupon Borrowers may, upon satisfaction by Borrowers of the conditions set forth in this Section 5.5(b), add an OpCo Affiliate that is the lessee of a Leasehold Property or a lessee under a Lease to this Agreement and the other Loan Documents as a Borrower. In the event Borrowers desire to or are required to add such Subsidiary OpCo Affiliate as aforesaid, Borrowers shall cease provide written notice to Administrative Agent and Revolving Agent of such request (which Administrative Agent shall promptly furnish to the Lenders), together with all documentation and other information required to permit Administrative Agent and Revolving Agent to evaluate such OpCo Affiliate as a potential Borrower, including a copy of the applicable Lease. Thereafter, Administrative Agent and Revolving Agent shall have fifteen (15) Business Days from the date of the receipt of such documentation and other information to advise Borrowers whether Administrative Agent, Revolving Agent and the Majority A/R Revolving Loan Lenders consent to the addition of such OpCo Affiliate as a Borrower. If an A/R Revolving Loan Lender shall fail to respond to Administrative Agent and Revolving Agent within fifteen (15) Business Days from receipt of such documentation and information, including a copy of the applicable Lease from Administrative Agent and Revolving Agent, such A/R Revolving Loan Lender shall be deemed to have approved such proposed addition. In the event such OpCo Affiliate is approved for inclusion as a Borrower in accordance with the terms hereof, Borrowers shall cause such OpCo Affiliate to execute or obtain and deliver to Administrative Agent the ground lessor estoppels and intercreditor agreements requested by Administrative Agent (in forms substantively identical to those provided by one or more OpCo Affiliates that are lessees of Leasehold Properties or under a Lease on the Closing Date) and the documents and other items required under Section 7.20, and such OpCo Affiliate shall become a Borrower hereunder. Each such OpCo Affiliate shall be specifically authorized, in accordance with its respective organizational documents, to be a Subsidiary Borrower hereunder and a party to this Agreementcomply with the requirements of Section 7.20. Notwithstanding Borrowers shall further cause all representations, covenants and agreements in the preceding sentence, no Subsidiary Borrower Termination will become effective as Loan Documents with respect to any Subsidiary Borrower at a time when any principal of or interest on any Loan Borrowers to be true and correct with respect to such Subsidiary Borrower shall be outstanding hereunder, PROVIDED that such Subsidiary Borrower Termination shall be effective to terminate such Subsidiary Borrower's right to make further Borrowings under this Agreement unless and until such Subsidiary executes subsequent to such termination a New Borrower AgreementOpCo Affiliate. The execution and delivery of a New Borrower Agreement or a Subsidiary Borrower Termination shall not require the consent of any other Borrower hereunder. The rights and obligations of each Borrower hereunder shall remain in full force and effect notwithstanding the addition of any new Borrower or termination of any Borrower as a party to this Agreement.Section 5.6

Additional Borrowers. The parties hereto agree that any wholly owned Domestic Subsidiaries Subsidiary Guarantor that are is not Borrowers a Borrower as of the Closing Date Date, or that ceases to be a Borrower after the Closing Date, may enter into and become a party to this Agreement by executing a New Borrower Agreement. Upon execution and delivery after the date hereof by the Administrative Agent, the Collateral Agent and such a wholly owned Domestic Subsidiary Guarantor of a New Borrower Agreement, such Domestic Subsidiary Guarantor shall become a Borrower hereunder with to the same force and effect as if originally named as a extent provided in the New Borrower hereinAgreement. The Parent Borrower may terminate any Subsidiary Borrower's interests, rights and obligations under this Agreement in respect of (a)(i) all outstanding Term Loans and (ii) all Revolving Loans made to, or Letters of Credit issued for the account of, any Borrowers other than such Subsidiary Borrower or (b) all Term Loans, Revolving Loans and Letters of Credit, in each case to the extent provided in a Subsidiary Borrower Termination executed and delivered by executing and delivering the Parent Borrower to the Administrative Agent a Subsidiary Borrower Termination with respect to such Subsidiary Borrower, PROVIDED that (x) no such Subsidiary Borrower subject to any such termination shall cease to be a Guarantor for so long as it shall remain a Subsidiary, whereupon except as otherwise provided in the Guarantee Agreement, and (y) in the case of any such termination pursuant to clause (b) above, such Subsidiary shall cease to be a Subsidiary Borrower and a party to this Agreement. Notwithstanding the preceding sentence, no Subsidiary Borrower Termination pursuant to clause (b) above will become effective as to any Subsidiary Borrower at a time when any principal of or interest on any Revolving Loan to such Subsidiary Borrower Borrower, or any letter of credit issued for the account of such Subsidiary Borrower, shall be outstanding hereunder, PROVIDED that such Subsidiary Borrower Termination shall be effective to terminate such Subsidiary Borrower's right to make further Borrowings under this Agreement unless and until such Subsidiary executes subsequent to such termination a New Borrower Agreement. The execution and delivery of a New Borrower Agreement or a Subsidiary Borrower Termination shall not require the consent of any other Borrower hereunder. The rights and obligations of each Borrower hereunder shall remain in full force and effect notwithstanding the addition of any new Borrower or termination of any Borrower as a party to this Agreement.

Additional Borrowers. (a) The parties hereto agree that wholly owned Domestic Subsidiaries that are Lead Borrower may at any time, upon not Borrowers less than 15 Business Days’ notice from the Lead Borrower to the Administrative Agent (or such shorter period as of the Closing Date may enter into and become a party to this Agreement by executing a New Borrower Agreement. Upon execution and delivery after the date hereof be agreed by the Administrative AgentAgent in its sole discretion), the Collateral Agent and such designate any Material Subsidiary that is a wholly owned Domestic Subsidiary of a New the Lead Borrower Agreement, such Subsidiary shall become a Borrower hereunder with the same force and effect as if originally named (an “Applicant Borrower”) as a Borrower herein. The Parent Borrower may terminate any Subsidiary Borrower's interests, rights and obligations under this Agreement to receive Loans hereunder by executing and delivering to the Administrative Agent (which shall promptly deliver counterparts thereof to each Lender) a Subsidiary duly executed Borrower Termination with respect to such Subsidiary, whereupon such Subsidiary shall cease to be a Subsidiary Borrower Request and a party to this Assumption Agreement. Notwithstanding the preceding sentence, no Subsidiary Borrower Termination will become effective as 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 new Borrowers to the extent any Lenders so require and the Applicant 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 Borrower at a time when any principal of or interest on any Loan to such Subsidiary referenced therein. If the Administrative Agent agrees that an Applicant Borrower shall be outstanding entitled to receive such Loans hereunder, PROVIDED 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 Subsidiary Borrower Termination otherwise shall be effective to terminate such Subsidiary Borrower's right to make further Borrowings under this Agreement unless and until such Subsidiary executes subsequent to such termination a New Borrower Agreement. The execution and delivery for all purposes of a New Borrower Agreement or a Subsidiary Borrower Termination shall not require the consent of any other Borrower hereunder. The rights and obligations of each Borrower hereunder shall remain in full force and effect notwithstanding the addition of any new Borrower or termination of any Borrower as a party to this Agreement.

Additional Borrowers. The parties Borrower may from time to time request that a Subsidiary be added to this Agreement and the other Loan Documents as an additional Borrower with the ability to request and receive Extensions of Credit from the Lenders (each, a “Subsidiary Borrower”). No more than five (5) requests shall be delivered during the term of this Agreement. Each such request shall be delivered in writing to the Administrative Agent 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 Borrower 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 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. In addition, no Lender shall 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 agree that wholly owned Domestic Subsidiaries 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 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 Borrowers as so able, with such adjustments to be made in a manner that, to the 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 Closing Date may enter into following to the Administrative Agent and become a party the Lenders at least ten (10) Business Days prior to this Agreement by executing a New Borrower Agreement. Upon execution and delivery after the date on which the Borrower has requested that such joinder be given effect: (i) a joinder agreement executed by the Borrower, the applicable Subsidiary Borrower and the Administrative Agent, in form and substance reasonably acceptable to each of them, pursuant to which such Subsidiary Borrower shall agree to be bound by the terms and conditions hereof and shall be entitled to request and receive Extensions of Credit hereunder; (ii) appropriate Notes made by such Subsidiary Borrower in favor of the 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, (iv) opinions of 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 under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act; (vi) no-default certificates, borrowing requests and other similar deliverables as required for the Borrower under Sections 5.1 and 5.2; and (vii) such other agreements, documents and instruments reasonably requested by the Administrative Agent. Upon satisfaction of the requirements set forth in this Section 2.9, the Collateral Agent and such a wholly owned applicable Subsidiary Borrower shall for all purposes of a New Borrower Agreement, such Subsidiary shall become a Borrower hereunder with the same force and effect as if originally named as a Borrower herein. The Parent Borrower may terminate any Subsidiary Borrower's interests, rights and obligations under this Agreement by executing and delivering to the Administrative Agent a Subsidiary Borrower Termination with respect to such Subsidiary, whereupon such Subsidiary shall cease to be a Subsidiary Borrower and a party to this Agreement. Notwithstanding The Borrower and the preceding sentenceAdministrative Agent may enter into an amendment hereto, in form and substance reasonably acceptable to each of them, to give further effect to the addition of such 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 Loan Documents. The Borrower shall guarantee the Obligations of each Subsidiary Borrower on terms and conditions reasonably acceptable to the Administrative Agent. Each Subsidiary that is or becomes a Subsidiary Borrower pursuant hereto hereby irrevocably appoints the Borrower as its agent for all purposes relevant to this Agreement and each related document, including service of process. For the avoidance of doubt, no Subsidiary Borrower Termination will become effective as Lender shall be required to make any Extensions of Credit to any Subsidiary Borrower at a time when any principal if in contravention of or interest on any Loan to such Subsidiary Borrower shall be outstanding hereunder, PROVIDED that such Subsidiary Borrower Termination shall be effective to terminate such Subsidiary Borrower's right to make further Borrowings under this Agreement unless and until such Subsidiary executes subsequent to such termination a New Borrower Agreement. The execution and delivery of a New Borrower Agreement or a Subsidiary Borrower Termination shall not require the consent of any other Borrower hereunder. The rights and obligations of each Borrower hereunder shall remain in full force and effect notwithstanding the addition of any new Borrower or termination of any Borrower as a party to this AgreementApplicable Laws.