Common use of Additional Borrowers Clause in Contracts

Additional Borrowers. (i) Subject to paragraph (ii) below, the Company may, upon not less than 5 Business Days prior written notice to the Administrative Agent, request that it or any Permitted Affiliate Parent or any member of the Bank Group which is a direct or indirect wholly-owned Subsidiary of any Permitted Affiliate Parent and that is a wholly-owned Subsidiary of any Permitted Affiliate Holdco becomes an Additional Borrower under this Agreement. (ii) Such member of the Bank Group or any Permitted Affiliate Parent may become an Additional Borrower to a Facility if: (A) it is incorporated in the same jurisdiction as an existing Borrower for that Facility or the Required Lenders have approved the addition of that member of the Bank Group or any Permitted Affiliate Parent as an Additional Borrower; (B) such member of the Bank Group or the Permitted Affiliate Parent, as applicable, and the Company deliver to the Administrative Agent a duly completed and executed joinder agreement in form and substance reasonably satisfactory to the Administrative Agent pursuant to which such member of the Bank Group or the Permitted Affiliate Parent, as applicable, agrees to become a party to this Agreement as an Additional Borrower; (C) The Company confirms that no Event of Default is continuing or would occur as a result of that member of the Bank Group or any Permitted Affiliate Parent becoming an Additional Borrower; and (D) the Administrative Agent has received all of the documents and other evidence listed in Schedule 10.21 in relation to that member of the Bank Group or any Permitted Affiliate Parent, each in form and substance reasonably satisfactory to the Administrative Agent. (iii) The Administrative Agent shall notify the Company and the Lenders promptly upon being satisfied that the conditions specified in paragraph (b) above (and, in the case of any Permitted Affiliate Parent, Section 10.21(a)) have been satisfied.

Additional Borrowers. With respect to any Subsidiary of ESR OP that, after the Closing Date, acquires or owns, as applicable, an Investment Property secured by Assumed Mortgage Debt in respect of which the Borrowers have requested that a Mortgage Debt Assignment be consummated pursuant to Section 2.03, on or prior to such time that such Mortgage Debt Assignment is consummated, (i) Subject to paragraph (ii) below, unless already in the Company may, upon not less than 5 Business Days prior written notice to possession of the Administrative Agent, request that it or any Permitted Affiliate Parent or any member of the Bank Group which is a direct or indirect wholly-owned Subsidiary of any Permitted Affiliate Parent and that is a wholly-owned Subsidiary of any Permitted Affiliate Holdco becomes an Additional Borrower under this Agreement. (ii) Such member of the Bank Group or any Permitted Affiliate Parent may become an Additional Borrower to a Facility if: (A) it is incorporated in the same jurisdiction as an existing Borrower for that Facility or the Required Lenders have approved the addition of that member of the Bank Group or any Permitted Affiliate Parent as an Additional Borrower; (B) such member of the Bank Group or the Permitted Affiliate Parent, as applicable, and the Company deliver to the Administrative Agent the certificates, if any, representing all of the Equity Interests of such Subsidiary owned by the Loan Parties, together with undated stock powers or other 138 appropriate instruments of transfer executed and delivered in blank by a duly completed and executed authorized officer of the holder(s) of such Equity Interests, (2) cause such Subsidiary to execute a joinder agreement in form and substance reasonably satisfactory to the Administrative Agent pursuant to which such member of the Bank Group or the Permitted Affiliate Parent, as applicable, agrees to become a party to this Agreement as an Additional Borrower; (C) The Company confirms that no Event of Default is continuing or would occur as a result of that member of the Bank Group or any Permitted Affiliate Parent becoming an Additional Borrower; and (D) the Administrative Agent has received all of the documents and other evidence listed in Schedule 10.21 in relation to that member of the Bank Group or any Permitted Affiliate Parent, each in form and substance reasonably satisfactory to the Administrative Agent. , (iii3) The to the extent such Subsidiary is not a party to the Pledge Agreement at such time, cause such Subsidiary to execute a joinder agreement to the Pledge Agreement in form and substance reasonably satisfactory to the Administrative Agent, (4) to the extent not previously provided to the Administrative Agent, deliver to the Administrative Agent (x) the items referenced in Section 4.01(a)(iii)(A)-(C), (v), (vi) and (vii) with respect to such Subsidiary and (y) if requested by the Administrative Agent in its reasonable discretion, a favorable opinion of counsel (which counsel shall notify be reasonably acceptable to the Company Administrative Agent), addressed to the Administrative Agent and each Lender, as to such matters concerning Subsidiary and the Lenders promptly upon being satisfied Loan Documents to which Subsidiary is a party as the Administrative Agent may reasonably request¸ (5) provide the Administrative Agent with the U.S. taxpayer identification for such Subsidiary, (6) deliver to the Administrative Agent a Perfection Certificate Supplement, (7) take all other actions reasonably necessary or advisable in the opinion of the Administrative Agent to cause the Lien created by the Pledge Agreement to be duly perfected in accordance with all applicable Laws and (8) provide the Administrative Agent with all documentation and other information that the conditions specified Administrative Agent or any Lender (through the Administrative Agent) reasonably requests in paragraph (b) above (andorder to comply with the Administrative Agent’s or such Lender’s obligations under applicable “know your customer” and anti-money laundering rules and regulations, in including the case Act, and the results of any Permitted Affiliate Parent, Section 10.21(a)) have been satisfiedsuch “know your customer” or similar investigation conducted by the Administrative Agent or any Lender shall be reasonably satisfactory to the Administrative Agent or such Lender.

Additional Borrowers. Other than any Subsidiary of a Borrower set forth on Schedule 7.10 and subject to Section 7.9, Loan Parties shall cause each direct and indirect Subsidiary of a Borrower that (Y) is reflected in the Financial Statements, or (Z) comingles any of its funds with any Borrower, to become, unless otherwise directed by the Administrative Agent in writing, a Borrower hereunder within 10 days of commencement of operations or its acquisition (in each case, which period may be extended by the Administrative Agent in its reasonable discretion). Borrower may also, with the prior written consent of Administrative Agent, join other Subsidiaries of Loan Parties in accordance with the terms of this Section 7.10. The Administrative Agent, in its sole discretion, shall determine if the Eligible Accounts of any Person that becomes a Borrower hereunder will be taken into account for the calculation of the Borrowing Base. To the extent that any Loan Party has any Guarantee Obligation to a creditor with respect to such joining Borrower, Loan Parties shall, upon the Administrative Agent’s request, cause such creditor to enter into an intercreditor agreement with the other Loan Parties or other similar document in form and substance reasonably acceptable to Administrative Agent. To the extent not delivered to Administrative Agent Second Amended and Restated Genesis Revolving Credit Agreement (HUD Facility) CHICAGO/#3103747.13103747.3A (i) Subject deliver to paragraph (ii) below, the Company may, upon not less than 5 Business Days prior written notice Administrative Agent such modifications to the terms of the Loan Documents (or, to the extent applicable as reasonably determined by Administrative Agent, request that it assumptions, amendments, endorsements or any Permitted Affiliate Parent or any member of the Bank Group which is a direct or indirect wholly-owned Subsidiary of any Permitted Affiliate Parent and that is a wholly-owned Subsidiary of any Permitted Affiliate Holdco becomes an Additional Borrower under this Agreement. (ii) Such member of the Bank Group or any Permitted Affiliate Parent may become an Additional Borrower to a Facility if: (A) it is incorporated such other documents), in the same jurisdiction as an existing Borrower for that Facility or the Required Lenders have approved the addition of that member of the Bank Group or any Permitted Affiliate Parent as an Additional Borrower; (B) such member of the Bank Group or the Permitted Affiliate Parent, as applicable, and the Company deliver to the Administrative Agent a duly completed and executed joinder agreement each case in form and substance reasonably satisfactory to Administrative Agent and as Administrative Agent deems necessary or advisable in order to ensure the following: (A) each Subsidiary of any Loan Party that becomes a Borrower under this Agreement by execution and delivery of a joinder agreement, in form and substance acceptable to Administrative Agent pursuant to which such member Subsidiary assumes all of the Bank Group Obligations of a Borrower hereunder and agrees to be bound to the terms and conditions of this Agreement and the other Loan Documents in the same manner and to the same extent of any other Borrower as if it had been an original signatory hereto or the Permitted Affiliate Parentthereof, including but not limited to (1) delivery of revised schedules reflecting updated information regarding such new Borrower, as applicablerequired, agrees and (2) delivery to become a party Administrative Agent of one or more notes in form and substance substantially similar to this Agreement the form of Note or amendments or amendment and restatements of any existing Note, evidence of insurance and other such documents, agreements guarantees, modifications, revisions or amendments to the Loan Documents as an Additional Borrower; (C) The Company confirms that no Event Administrative Agent shall reasonably require to evidence the addition of Default is continuing or would occur such Subsidiary as a result of that member of the Bank Group or any Permitted Affiliate Parent becoming an Additional Borrower; and (DB) each Loan Party (including any Person required to become a Borrower pursuant to clause (a) above) shall effectively grant to Administrative Agent, for the benefit of the Secured Parties, a valid and enforceable first priority security interest in its assets pursuant to the Security Agreement as security for the Obligations of the Loan Parties, subject only to the security interests granted in connection with the Existing Facility and, if applicable, in favor of a FHA Mortgagee. (ii) take all other actions necessary or advisable to ensure the validity or continuing validity of any guaranty for any Obligation or any Lien securing any Obligation, to perfect, maintain, evidence or enforce any Lien securing any Obligation or to ensure such Liens have the same priority as that of the Liens on similar Collateral and other assets set forth in the Loan Documents executed on the Closing Date, including the filing of UCC financing statements in such jurisdictions as may be required by the Loan Documents or applicable Requirements of Law, providing title policies, if applicable, in favor of Administrative Agent has received all for the benefit of Lenders, or other actions as Administrative Agent may otherwise reasonably request; and (iii) deliver to Administrative Agent legal opinions relating to the documents matters described in this Section 7.10, which opinions shall be as reasonably required by, and other evidence listed in Schedule 10.21 in relation to that member of the Bank Group or any Permitted Affiliate Parent, each in form and substance and from counsel reasonably satisfactory to the to, Administrative Agent. (iii) The Administrative Agent shall notify the Company and the Lenders promptly upon being satisfied that the conditions specified in paragraph (b) above (and, in the case of any Permitted Affiliate Parent, Section 10.21(a)) have been satisfied.

Additional Borrowers. At any time (iand in any event within 30 days) Subject to paragraph (ii) belowthat any Person becomes a Material Subsidiary, whether by virtue of a Permitted Acquisition, by an existing Subsidiary meeting the criteria of a Material Subsidiary, by the Company maydesignating such Subsidiary as a Material Subsidiary or otherwise, upon not less than 5 Business Days prior written notice notify the Administrative Agent and cause such Person to (a) become a Borrower by executing and delivering to the Administrative AgentAgent a Borrower Joinder Agreement, request that it or any Permitted Affiliate Parent or any member of the Bank Group which a Security Joinder Agreement if such Person is a direct or indirect wholly-owned Subsidiary of any Permitted Affiliate Parent and that is a wholly-owned Subsidiary of any Permitted Affiliate Holdco becomes an Additional Borrower under this Agreement. (ii) Such member of the Bank Group or any Permitted Affiliate Parent may become an Additional Borrower to a Facility if: (A) it is incorporated in the same jurisdiction as an existing Borrower for that Facility or the Required Lenders have approved the addition of that member of the Bank Group or any Permitted Affiliate Parent as an Additional Borrower; (B) such member of the Bank Group or the Permitted Affiliate Parent, as applicableMaterial Domestic Subsidiary, and to the Company extent required by any Lender, a Note signed by such Material Subsidiary as a Borrower, and (b) deliver to the Administrative Agent a duly completed documents of the types referred to in clauses (iii) and executed joinder agreement in form (iv) of SECTION 4.01(A) and substance reasonably satisfactory favorable opinions of counsel to such Person (which opinion may, unless otherwise requested by the Administrative Agent pursuant to which such member in the exercise of its reasonable discretion, be an opinion of the Bank Group or the Permitted Affiliate Parent, as applicable, agrees to become a party to this Agreement as an Additional Borrower; (C) The Company confirms that no Event of Default is continuing or would occur as a result of that member General Counsel of the Bank Group or any Permitted Affiliate Parent becoming an Additional Borrower; and (D) Company, and which shall in each case cover, among other things, the Administrative Agent has received all legality, validity, binding effect and enforceability of the documents documentation referred to in clause (a)), all in form, content and other evidence listed in Schedule 10.21 in relation to that member of the Bank Group or any Permitted Affiliate Parent, each in form and substance scope reasonably satisfactory to the Administrative Agent. . Upon delivery and satisfactory review of all the documents required by subsections (iiia) The and (b) above, the Administrative Agent shall notify deliver to the Company Company, the L/C Issuers and the Lenders promptly a notice specifying the effective date upon being satisfied which such Material Subsidiary shall constitute a Borrower hereunder, whereupon each of the parties agrees that each such Material Subsidiary shall be a Borrower for all purposes of this Agreement. Simultaneously with, or prior to, the conditions specified delivery of the items set forth in paragraph subsection (b) above above, the Company shall deliver to the Administrative Agent an updated part (anda) of SCHEDULE 5.13 showing all information required to be set forth in such Schedule, in updated since the case of any Permitted Affiliate Parent, Section 10.21(a)) have been satisfiedlast delivery thereof.

Additional Borrowers. (ia) Subject to paragraph Cascades may designate any of its wholly-owned Subsidiary as an additional Borrower (ii“Additional Borrower”) below, under the Company may, Revolving Facility upon not less than 5 Business Days prior written notice giving to the Administrative Agent, request that it or any Permitted Affiliate Parent or any member the Collateral Agent and the Term Facility Agent a prior notice of such designation, such notice to be accompanied by an accession agreement executed by the Bank Group which is Additional Borrower, Cascades and such Subsidiary whereby the latter will agree to become a direct or indirect wholly-owned Subsidiary Borrower and to be bound by the provisions of any Permitted Affiliate Parent and that is a wholly-owned Subsidiary of any Permitted Affiliate Holdco becomes an Additional Borrower under this Agreement. (iib) Such member Any Additional Borrower so designated must be incorporated under the laws of the Bank Group Canada or any Permitted Affiliate Parent may become a province thereof (in which case it will be an Additional Borrower to but under Tranche A only) or under the laws of a Facility if:state of the United States of America (in which case it will be an Additional Borrower but under Tranche B only). (Ac) it is incorporated in the same jurisdiction as an existing Borrower for that Facility or the Required Lenders have approved the addition of that member of the Bank Group or any Permitted Affiliate Parent as an Additional Borrower; (B) Any such member of the Bank Group or the Permitted Affiliate Parent, as applicable, and the Company deliver to designation will be effective when the Administrative Agent a duly completed confirms to Cascades and executed joinder agreement in form and substance reasonably satisfactory to the Revolving Lenders that the following documents have been received by the Administrative Agent pursuant to which such member its satisfaction: (i) the constitutive documents of the Bank Group or Additional Borrower and a certificate as to its legal existence, (ii) a resolution of the Permitted Affiliate Parent, as applicable, agrees to become a party to this Agreement as an board of directors of the Additional Borrower evidencing the authority of the Persons acting on behalf of the Additional Borrower; , (Ciii) The Company confirms an amendment to the Security Documents to the effect that no Event of Default is continuing or would occur as a result of that member they also secure the obligations of the Bank Group or any Permitted Affiliate Parent becoming an Additional Borrower; and , (Div) a legal opinion from counsel to the Additional Borrower relating to such matters as the Administrative Agent and the Collateral Agent may reasonably require, and (v) a confirmation by each Revolving Lender that it has received all the information requested by it pursuant to Section 12.3 to comply with its “know your customer” obligations in respect of the documents and other evidence listed in Schedule 10.21 in relation to that member of the Bank Group or any Permitted Affiliate Parent, each in form and substance reasonably satisfactory to the Administrative AgentAdditional Borrower. (iii) The Administrative Agent shall notify the Company and the Lenders promptly upon being satisfied that the conditions specified in paragraph (b) above (and, in the case of any Permitted Affiliate Parent, Section 10.21(a)) have been satisfied.

Additional Borrowers. Any wholly owned Subsidiary of the Company may be joined as a Borrower hereunder after the Effective Date if: (i) Subject to paragraph (ii) below, the The Company may, upon not less than 5 Business Days provides prior written notice thereof to the Administrative Agent, request that it or any Permitted Affiliate Parent or any member of Agent and the Bank Group which is a direct or indirect wholly-owned Subsidiary of any Permitted Affiliate Parent and that is a wholly-owned Subsidiary of any Permitted Affiliate Holdco becomes an Additional Borrower under this Agreement.Lenders thereof; (ii) Such member The addition of such Subsidiary as a Borrower hereunder will not: (x) result in any adverse events occurring under Section 2.14, (y) any additional amounts being payable under Section 2.14 or 2.16, or (z) result in any other adverse legal or tax impact on the Bank Group Administrative Agent or any Permitted Affiliate Parent may become an Additional Borrower Lender (including causing any Lender to a Facility if: (A) it is incorporated in obtain any additional licenses to make or maintain any Loans to the same jurisdiction as an existing Borrower for that Facility or the Required Lenders have approved the addition of that member of the Bank Group or any Permitted Affiliate Parent as an Additional proposed Borrower); (Biii) Such Subsidiary executes and delivers to the Administrative Agent an agreement (substantially in the form of Exhibit H hereto) joining such member Subsidiary as a Borrower hereunder and all other documentation as the Administrative Agent may require to evidence the authority of the Bank Group or the Permitted Affiliate Parentsuch Subsidiary to execute, as applicable, deliver and perform such agreement and the Company deliver other Loan Documents to which it is a party and to evidence the existence and good standing of such Subsidiary; (iv) Such Subsidiary delivers to the Administrative Agent a duly completed and executed joinder agreement in form and substance reasonably satisfactory favorable written opinion (addressed to the Administrative Agent pursuant to which such member and the Lenders and dated the date of the Bank Group applicable joinder agreement) of counsel reasonably acceptable to the Administrative Agent covering the matters set CREDIT AGREEMENT, Page 61 forth in Sections 3.01, 3.02, 3.03 and 3.18 and such other matters relating to such Subsidiary, the Loan Documents or the Permitted Affiliate Parent, Transactions as applicable, agrees the Required Lenders shall reasonably request (the Borrowers hereby requests such counsel to become a party to this Agreement as an Additional Borrower; (C) The Company confirms that no Event of Default is continuing or would occur as a result of that member of the Bank Group or any Permitted Affiliate Parent becoming an Additional Borrowerdeliver such opinion); and (D) the Administrative Agent has received all of the documents and other evidence listed in Schedule 10.21 in relation to that member of the Bank Group or any Permitted Affiliate Parent, each in form and substance reasonably satisfactory to the Administrative Agent. (iiiv) The Administrative Agent and the Lenders otherwise approve in writing the addition of such Subsidiary as a Borrower hereunder, which approval shall notify not be unreasonably withheld or delayed. Upon satisfaction of the requirements set forth in subclauses (i) through (v) above, the Administrative Agent shall promptly send a written notice (substantially in the form of Exhibit I hereto) to the Company and the Lenders promptly upon being satisfied that and thereafter the conditions specified applicable Subsidiary shall be a Borrower under the terms of this Agreement and the other applicable Loan Documents. The Administrative Agent and the Lenders agree not to charge any administrative or arrangement fee solely to add a Subsidiary as a Borrower pursuant to this Section 5.10(a) provided the Company agrees to pay all reasonable expenses and costs incurred in paragraph (b) above (and, in connection with the case addition of any Permitted Affiliate Parentsuch Borrower (including all reasonable fees, Section 10.21(acharges and disbursements of counsel for the Administrative Agent)) have been satisfied.

Additional Borrowers. (iExcept as otherwise provided in Section 10.1(j) Subject or 10.1(k) and subject to paragraph (ii) belowany applicable limitations set forth in the Security Documents, the Company may, upon not less than 5 Business Days prior written notice to the Administrative Agent, request that it or if any Permitted Affiliate Parent or any member of the Bank Group which is a direct or indirect wholly-owned Domestic Subsidiary of (excluding any Excluded Subsidiary) is formed or otherwise purchased or acquired after the Third Restatement Effective Date (including pursuant to a Permitted Affiliate Acquisition or Investment not prohibited hereby) or any other Domestic Subsidiary ceases to constitute an Excluded Subsidiary, then the Parent Borrower will, within ninety (90) days (or such longer period as may be agreed to by the Collateral Agent in its reasonable discretion) after (x) such newly formed, purchased or acquired Domestic Subsidiary is formed, purchased or acquired or (y) such other Domestic Subsidiary ceases to constitute an Excluded Subsidiary, cause such Domestic Subsidiary, to execute a joinder to this Agreement in order to become a Subsidiary Borrower and that is a wholly-owned Subsidiary of any Permitted Affiliate Holdco becomes supplement to the Security Agreement (or an Additional Borrower alternative security agreement in relation to the Obligations reasonably acceptable to the Collateral Agent) in order to become a grantor under this Agreement. (iithe Security Agreement or, to the extent reasonably requested by the Collateral Agent subject to Section 3.2(a) Such member of the Bank Group or any Permitted Affiliate Parent may become an Additional Borrower to Security Agreement, enter into a Facility if: (A) it is incorporated in new Security Document substantially consistent with the same jurisdiction as an analogous existing Borrower for that Facility or the Required Lenders have approved the addition of that member of the Bank Group or any Permitted Affiliate Parent as an Additional Borrower; (B) such member of the Bank Group or the Permitted Affiliate Parent, as applicable, Security Documents and the Company deliver to the Administrative Agent a duly completed and executed joinder agreement otherwise in form and substance reasonably satisfactory to such Collateral Agent, provide documentation and information as is reasonably requested in writing by the Administrative Agent pursuant or a Lender about the Subsidiary Borrower mutually agreed to which such member of be required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Bank Group or Patriot Act and take all other action reasonably requested by the Permitted Affiliate Parent, Collateral Agent to grant a perfected security interest in its assets to substantially the same extent as applicable, agrees to become a party to this Agreement as an Additional Borrower; (C) The Company confirms that no Event of Default is continuing or would occur as a result of that member of the Bank Group or any Permitted Affiliate Parent becoming an Additional Borrower; and (D) Credit Parties on the Administrative Agent has received all of the documents and other evidence listed in Schedule 10.21 in relation to that member of the Bank Group or any Permitted Affiliate Parent, each in form and substance reasonably satisfactory to the Administrative AgentOriginal Closing Date. (iii) The Administrative Agent shall notify the Company and the Lenders promptly upon being satisfied that the conditions specified in paragraph (b) above (and, in the case of any Permitted Affiliate Parent, Section 10.21(a)) have been satisfied.

Additional Borrowers. (i) Subject to paragraph (ii) below, the Company may, upon not less than 5 Business Days prior written notice to the Administrative Agent, request that it or any Permitted Affiliate Parent or any member of the Bank Group which is a Any direct or indirect wholly-owned Subsidiary formed or acquired by a Borrower, or joined to the Main Credit Agreement, the Minnesota Mortgage Facility Credit Agreement or the S▇▇▇▇▇▇ Facility Loan Agreement, after the Closing Date (including by division of any Permitted Affiliate Parent and that is a wholly-owned Subsidiary of any Permitted Affiliate Holdco becomes an Additional Borrower under this Agreement. (ii) Such member of the Bank Group or any Permitted Affiliate Parent may become an Additional Borrower existing limited liability company pursuant to a Facility if“plan of division” under the Delaware Limited Liability Company Act) shall be subject to the following requirements: (Aa) it is incorporated in the same jurisdiction as an existing Borrower for that Facility or the Required Lenders have approved the addition within 15 calendar days of that member such event, Borrowers will cause to be delivered to Administrative Agent each of the Bank Group or any Permitted Affiliate Parent as an Additional Borrower; (B) such member of the Bank Group or the Permitted Affiliate Parentfollowing, as applicable, in each case reasonably acceptable to Administrative Agent and, as applicable, duly executed by the parties thereto: (i) within 15 calendar days of such event, (A) a Credit Agreement Joinder pursuant to which such Subsidiary shall become, as elected by Administrative Agent and Required Lenders, a Borrower or a Guarantor, together with other Credit Documents requested by Administrative Agent, including, if such Subsidiary is a Borrower, all Security Documents and other documents requested by Administrative Agent to establish and preserve the Lien of Collateral Agent in all assets of such Subsidiary; (B) if such Subsidiary is a Borrower, UCC financing statements, Documents (as defined in the UCC) and original collateral (including pledged Capital Stock, other securities and Instruments (as defined in the UCC)) and such other documents and agreements as may be reasonably requested by Administrative Agent, all as necessary or desirable to establish and maintain a valid, perfected Lien in all assets in which such Subsidiary has an interest; and (C) current copies of the Organization Documents of such Subsidiary, resolutions of the board, other governing body thereof, 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 Company deliver to the execution and delivery of documents described in this Section 8.08, all certified by an appropriate officer as Administrative Agent a duly completed may elect, and executed joinder agreement (ii) within 30 calendar days of such event, an opinion of counsel to such Subsidiary addressed to Administrative Agent and the Lenders, in form and substance reasonably satisfactory acceptable to Administrative Agent. Borrowers will promptly pledge to Collateral Agent, for the benefit of the Secured Parties, (x) all the Capital Stock of each Subsidiary that is joined as a Borrower held by a Credit Party, and (y) any promissory notes executed after the Closing Date evidencing Indebtedness owing to any Borrower in an amount of $25,000 or more for any one promissory note or $50,000 in the aggregate for all such promissory notes, in each case, to the Administrative Agent pursuant to which such member of extent not automatically constituting Collateral under the Bank Group or the Permitted Affiliate Parent, as applicable, agrees to become a party to this Agreement as an Additional Borrower; (C) The Company confirms that no Event of Default is continuing or would occur as a result of that member of the Bank Group or any Permitted Affiliate Parent becoming an Additional BorrowerSecurity Agreement; and (Db) the Administrative Agent has received all of the documents Credit Parties and other evidence listed in Schedule 10.21 in relation to that member of the Bank Group or any Permitted Affiliate Parent, each in form and substance reasonably satisfactory to the Administrative AgentSubsidiary shall otherwise comply with Section 8.10. (iii) The Administrative Agent shall notify the Company and the Lenders promptly upon being satisfied that the conditions specified in paragraph (b) above (and, in the case of any Permitted Affiliate Parent, Section 10.21(a)) have been satisfied.

Additional Borrowers. (i) Subject The Borrowers may elect, at their option, to paragraph (ii) below, the Company may, upon not less than 5 Business Days prior written notice to the Administrative Agent, request that it or join any Permitted Affiliate Parent or any member of the Bank Group which is a direct or indirect wholly-owned Subsidiary of any Permitted Affiliate Parent and that is a wholly-owned Subsidiary of any Permitted Affiliate Holdco becomes an Additional Eligible Borrower under this Agreement. (ii) Such member of the Bank Group or any Permitted Affiliate Parent may become an Additional Borrower to a Facility if: (A) it is incorporated in the same jurisdiction as an existing Borrower for that Facility or the Required Lenders have approved the addition of that member of the Bank Group or any Permitted Affiliate Parent as an “Additional Borrower; ” hereunder by delivery of (Ba) a Borrower Joinder Agreement, (b) such member corporate or other action, incumbency of the Bank Group or the Permitted Affiliate Parent, as applicableofficers, and other documents as is substantially consistent with those delivered by the Company deliver Borrowers pursuant to Section 3.01(b), (e) and (g) on the Administrative Agent a duly completed and executed joinder agreement Closing Date (in form and substance reasonably satisfactory acceptable to the Administrative Agent), (c) all documentation and other information reasonably requested by the Administrative Agent, the Letter of Credit Issuer or any Lender (through the Administrative Agent) or required by regulatory authorities in order for the Administrative Agent, the Letter of Credit Issuer and the Lenders to comply with requirements of any anti-money laundering rules and regulations, including the Patriot Act, or similar or analogous laws or regulations in any other jurisdiction applicable to a Loan Party and any applicable “know your customer” rules and regulations, to the extent reasonably requested by the Administrative Agent, the Letter of Credit Issuer or any Lender (through the Administrative Agent), and (d) an opinion of counsel to such Additional Borrower reasonably acceptable to the Administrative Agent; provided that no such opinion shall be required to the extent that (i) an opinion acceptable to the Administrative Agent pursuant with respect to which a Borrower has been delivered for such member Borrower or another Borrower formed in the same jurisdiction, (ii) no change in law has occurred with respect to such jurisdiction that would alter the analysis of such prior opinion and (iii) if applicable, the Bank Group or Constitutional Documents of such Borrower is substantially similar to the Permitted Affiliate ParentConstitutional Documents of such other Borrower, in each case for clauses (ii) and (iii) above, as applicable, agrees to become a party to this Agreement as an Additional Borrower; (C) The Company confirms that no Event of Default is continuing or would occur as a result of that member of the Bank Group or any Permitted Affiliate Parent becoming an Additional Borrower; and (D) the Administrative Agent has received all of the documents and other evidence listed in Schedule 10.21 in relation to that member of the Bank Group or any Permitted Affiliate Parent, each in form and substance reasonably satisfactory to determined by the Administrative Agent. (iii) The Administrative Agent shall notify the Company and the Lenders promptly upon being satisfied that the conditions specified in paragraph (b) above (and, in the case of its reasonable discretion; provided further that no Additional Borrower may be formed in a jurisdiction where any Permitted Affiliate ParentLender is prohibited from lending, Section 10.21(a)) have been satisfiedor is not otherwise authorized to lend.

Additional Borrowers. Concurrently with the acquisition or creation of any Subsidiary in 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 be delivered to the Administrative Agent each of the following, as applicable, in each case reasonably acceptable to the Administrative Agent and, as applicable, duly executed by the parties thereto: (iai) Subject a joinder agreement with respect to paragraph this Agreement from each Subsidiary created or acquired pursuant to the Vireo Acquisition, pursuant to which such 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) belowwith 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 Company mayAdministrative Agent, upon not less than 5 Business Days prior written notice with each such appraisal being procured at Borrowers’ expense and in form and substance reasonably acceptable to the Administrative Agent, request that it or any Permitted Affiliate Parent or any member of the Bank Group which is (C) an ALTA Policy for Title Insurance issued by a direct or indirect wholly-owned Subsidiary of any Permitted Affiliate Parent and that is a wholly-owned Subsidiary of any Permitted Affiliate Holdco becomes an Additional Borrower under this Agreement. (ii) Such member of the Bank Group or any Permitted Affiliate Parent may become an Additional Borrower to a Facility if: (A) it is incorporated in the same jurisdiction as an existing Borrower for that Facility or the Required Lenders have approved the addition of that member of the Bank Group or any Permitted Affiliate Parent as an Additional Borrower; (B) such member of the Bank Group or the Permitted Affiliate Parent, as applicable, and the Company deliver title company reasonably acceptable to the Administrative Agent a duly completed and executed joinder agreement Agent, in form and substance reasonably satisfactory 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 pursuant to which such member of and the Bank Group or the Permitted Affiliate ParentLenders, as applicable, agrees to become a party to this Agreement as an Additional Borrower; (C) The Company confirms that no Event of Default is continuing or would occur as a result of that member of the Bank Group or any Permitted Affiliate Parent becoming an Additional Borrower; and (D) the Administrative Agent has received all of the documents and other evidence listed in Schedule 10.21 in relation to that member of the Bank Group or any Permitted Affiliate Parent, each in form and substance reasonably satisfactory 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 be in such customary form and otherwise acceptable to the Administrative Agent. ; (iiidv) The Administrative Agent shall notify current copies of the Company and Organization Documents of such Subsidiary, resolutions of the Lenders promptly upon being satisfied that the conditions specified in paragraph (b) above 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 certified by an appropriate officer as the case Administrative Agent may elect; and (vi) updated Schedules 7.12, 7.15, 7.25, 7.27(a), 7.27(b) and 7.27(c) reflecting the consummation of any Permitted Affiliate Parent, Section 10.21(a)) have been satisfiedthe Vireo Acquisition.

Additional Borrowers. (a) If, after the Closing Date, a Domestic Subsidiary that is not a Borrower (i) Subject to paragraph owns an Unencumbered Eligible Project, (ii) belowreceives fees under a Management Contract or (iii) is a Wholly-Owned REIT Subsidiary, then the Company mayshall (w) cause such Domestic Subsidiary to become a Borrower under this Agreement and to execute and deliver a joinder agreement in substantially the form of Exhibit F, upon not less than 5 Business Days prior written notice (x) as and to the extent requested by the Administrative Agent, request that it or any Permitted Affiliate Parent or any member of deliver to the Bank Group which is a direct or indirect wholly-owned Subsidiary of any Permitted Affiliate Parent Administrative Agent the items referenced in Section 4.01(a)(iv), (v) and that is a wholly-owned Subsidiary of any Permitted Affiliate Holdco becomes an Additional Borrower under this Agreement. (iivii) Such member of with respect to such Domestic Subsidiary, (y) as and to the Bank Group or any Permitted Affiliate Parent may become an Additional Borrower to a Facility if: (A) it is incorporated in extent requested by the same jurisdiction as an existing Borrower for that Facility or the Required Lenders have approved the addition of that member of the Bank Group or any Permitted Affiliate Parent as an Additional Borrower; (B) such member of the Bank Group or the Permitted Affiliate ParentAdministrative Agent, as applicable, and the Company deliver to the Administrative Agent a duly completed and executed joinder agreement in form and substance favorable opinion of counsel to such Domestic Subsidiary, which counsel shall be reasonably satisfactory acceptable to the Administrative Agent, addressed to the Administrative Agent pursuant to which such member of the Bank Group or the Permitted Affiliate Parentand each Lender, as applicableto such matters concerning such Domestic Subsidiary and the Loan Documents as the Administrative Agent may reasonably request and (z) provide the Administrative Agent with the U.S. taxpayer identification number for such Domestic Subsidiary. (b) Notwithstanding anything contained herein to the contrary, agrees if at any time any Person that is not a Borrower becomes a borrower under the Existing Credit Agreement, then the Company shall contemporaneously therewith (w) cause such Person to become a party to Borrower under this Agreement and to execute and deliver a joinder agreement in substantially the form of Exhibit F, (x) as an Additional Borrower; (C) The Company confirms that no Event of Default is continuing or would occur as a result of that member of and to the Bank Group or any Permitted Affiliate Parent becoming an Additional Borrower; and (D) extent requested by the Administrative Agent, deliver to the Administrative Agent has received all the items referenced in Section 4.01(a)(iv), (v) and (vii) with respect to such Person, (y) as and to the extent requested by the Administrative Agent, deliver to the Administrative Agent a favorable opinion of the documents and other evidence listed in Schedule 10.21 in relation counsel to that member of the Bank Group or any Permitted Affiliate Parentsuch Person, each in form and substance which counsel shall be reasonably satisfactory acceptable to the Administrative Agent. (iii) The , addressed to the Administrative Agent shall notify the Company and each Lender, as to such matters concerning such Person and the Lenders promptly upon being satisfied that Loan Documents as the conditions specified in paragraph Administrative Agent may reasonably request and (bz) above (and, in provide the case of any Permitted Affiliate Parent, Section 10.21(a)) have been satisfiedAdministrative Agent with the U.S. taxpayer identification number for such Person.

Additional Borrowers. With respect to any Wholly-Owned Subsidiary of a Loan Party that, after the Closing Date, (x) owns any Investment Assets that are included in the Borrowing Base and/or (y) has invested, directly or indirectly, in any Person that owns Investment Assets that are included in the Borrowing Base, on or prior to such time as such Investment Assets are included in the Borrowing Base (to the extent any such actions have not previously been taken) (i) Subject to paragraph (ii) below, the Company may, upon not less than 5 Business Days prior written notice to the Administrative Agent, request that it or any Permitted Affiliate Parent or any member of the Bank Group which is a direct or indirect wholly-owned Subsidiary of any Permitted Affiliate Parent and that is a wholly-owned Subsidiary of any Permitted Affiliate Holdco becomes an Additional Borrower under this Agreement. (ii) Such member of the Bank Group or any Permitted Affiliate Parent may become an Additional Borrower to a Facility if: (A) it is incorporated in the same jurisdiction as an existing Borrower for that Facility or the Required Lenders have approved the addition of that member of the Bank Group or any Permitted Affiliate Parent as an Additional Borrower; (B) such member of the Bank Group or the Permitted Affiliate Parent, as applicable, and the Company deliver to the Administrative Agent the certificates, if any, representing all of the Equity Interests of such Wholly-Owned Subsidiary, together with undated stock powers or other appropriate instruments of transfer executed and delivered in blank by a duly completed and executed authorized officer of the holder(s) of such Equity Interests, (ii) cause such Wholly-Owned Subsidiary to execute a joinder agreement in form and substance reasonably satisfactory to the Administrative Agent pursuant to which such member of the Bank Group or the Permitted Affiliate Parent, as applicable, agrees to become a party to this Agreement as an Additional Borrower; (C) The Company confirms that no Event of Default is continuing or would occur as a result of that member of and to the Bank Group or any Permitted Affiliate Parent becoming an Additional Borrower; and (D) the Administrative Agent has received all of the documents Pledge and other evidence listed Security Agreement, in Schedule 10.21 in relation to that member of the Bank Group or any Permitted Affiliate Parent, each case in form and substance reasonably satisfactory to the Administrative Agent. , (iii) The deliver to the Administrative Agent shall notify the Company items referenced in Section 4.01(a)(iii), (iv), (v) and (vi) with respect to such Wholly-Owned Subsidiary (iv) provide the Lenders promptly upon being satisfied that Administrative Agent with the conditions specified in paragraph U.S. taxpayer identification for such Wholly-Owned Subsidiary (b) above (andor the equivalent thereof, in the case event such Wholly-Owned Subsidiary is not organized under the laws of the United States, any Permitted Affiliate Parent, Section 10.21(a)State thereof or the District of Columbia) have been satisfiedand (v) take all other actions reasonably necessary or advisable in the opinion of the Administrative Agent to cause the Lien created by the Pledge and Security Agreement to be duly perfected in accordance with all applicable Laws.

Additional Borrowers. With respect to any Subsidiary of ESR OP that, after the Closing Date, acquires or owns, as applicable, an Investment Property secured by Assumed Mortgage Debt in respect of which the Borrowers have requested that a Mortgage Debt Assignment be consummated pursuant to Section 2.03, on or prior to such time that such Mortgage Debt Assignment is consummated, (i) Subject to paragraph (ii) below, unless already in the Company may, upon not less than 5 Business Days prior written notice to possession of the Administrative Agent, request that it or any Permitted Affiliate Parent or any member of the Bank Group which is a direct or indirect wholly-owned Subsidiary of any Permitted Affiliate Parent and that is a wholly-owned Subsidiary of any Permitted Affiliate Holdco becomes an Additional Borrower under this Agreement. (ii) Such member of the Bank Group or any Permitted Affiliate Parent may become an Additional Borrower to a Facility if: (A) it is incorporated in the same jurisdiction as an existing Borrower for that Facility or the Required Lenders have approved the addition of that member of the Bank Group or any Permitted Affiliate Parent as an Additional Borrower; (B) such member of the Bank Group or the Permitted Affiliate Parent, as applicable, and the Company deliver to the Administrative Agent the certificates, if any, representing all of the Equity Interests of such Subsidiary owned by the Loan Parties, together with undated stock powers or other appropriate instruments of transfer executed and delivered in blank by a duly completed and executed authorized officer of the holder(s) of such Equity Interests, (2) cause such Subsidiary to execute a joinder agreement in form and substance reasonably satisfactory to the Administrative Agent pursuant to which such member of the Bank Group or the Permitted Affiliate Parent, as applicable, agrees to become a party to this Agreement as an Additional Borrower; (C) The Company confirms that no Event of Default is continuing or would occur as a result of that member of the Bank Group or any Permitted Affiliate Parent becoming an Additional Borrower; and (D) the Administrative Agent has received all of the documents and other evidence listed in Schedule 10.21 in relation to that member of the Bank Group or any Permitted Affiliate Parent, each in form and substance reasonably satisfactory to the Administrative Agent. , (iii3) The to the extent such Subsidiary is not a party to the Pledge Agreement at such time, cause such Subsidiary to execute a joinder agreement to the Pledge Agreement in form and substance reasonably satisfactory to the Administrative Agent, (4) to the extent not previously provided to the Administrative Agent, deliver to the Administrative Agent (x) the items referenced in Section 4.01(a)(iii)(A)-(C), (v), (vi) and (vii) with respect to such Subsidiary and (y) if requested by the Administrative Agent in its reasonable discretion, a favorable opinion of counsel (which counsel shall notify be reasonably acceptable to the Company Administrative Agent), addressed to the Administrative Agent and each Lender, as to such matters concerning Subsidiary and the Lenders promptly upon being satisfied Loan Documents to which Subsidiary is a party as the Administrative Agent may reasonably request¸ (5) provide the Administrative Agent with the U.S. taxpayer identification for such Subsidiary, (6) deliver to the Administrative Agent a Perfection Certificate Supplement, (7) take all other actions reasonably necessary or advisable in the opinion of the Administrative Agent to cause the Lien created by the Pledge Agreement to be duly perfected in accordance with all applicable Laws and (8) provide the Administrative Agent with all documentation and other information that the conditions specified Administrative Agent or any Lender (through the Administrative Agent) reasonably requests in paragraph (b) above (andorder to comply with the Administrative Agent’s or such Lender’s obligations under applicable “know your customer” and anti-money laundering rules and regulations, in including the case Act, and the results of any Permitted Affiliate Parent, Section 10.21(a)) have been satisfiedsuch “know your customer” or similar investigation conducted by the Administrative Agent or any Lender shall be reasonably satisfactory to the Administrative Agent or such Lender.

Additional Borrowers. (i) Subject to paragraph (ii) below, the Company may, upon not less than 5 Business Days prior By written notice given to the Administrative Agent, request that it or any Permitted Affiliate Parent or any member Agent with the written consent of all of the Bank Group which is a direct or indirect Lenders in their sole and absolute discretion, Kinross Canada may designate any wholly-owned Subsidiary of any Permitted Affiliate Parent and that is a wholly-owned Subsidiary of any Permitted Affiliate Holdco becomes as an Additional Borrower under this Agreement. (ii) Such member of the Bank Group or any Permitted Affiliate Parent may and such Subsidiary shall become an Additional Borrower to a Facility ifupon the satisfaction of the following conditions: (i) Kinross Canada shall forthwith: (A) cause such Subsidiary to duly execute and deliver to the Administrative Agent the Borrower Guarantee to which it is incorporated in the same jurisdiction a party as an existing well as a Borrower for that Facility or the Required Lenders have approved the addition Instrument of that member of the Bank Group or any Permitted Affiliate Parent as an Additional BorrowerAdhesion; (B) cause such member of the Bank Group or the Permitted Affiliate ParentSubsidiary, as applicablecontinuing collateral security for its Secured Obligations, to duly execute and the Company deliver to the Administrative Agent the Security Documents to which it is a duly completed and executed joinder agreement signatory; (C) deliver, or cause to be delivered to, the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent: (I) a duly certified copy of the articles of incorporation, articles of amalgamation or similar documents and by-laws of such Subsidiary; (II) a certificate of status or good standing for such Subsidiary issued by the appropriate governmental body or agency of the jurisdiction in which such Subsidiary is incorporated; (III) a duly certified copy of the resolution of the board of directors of such Subsidiary authorizing it to execute, deliver and perform its obligations under each Credit Document to which such Subsidiary is a signatory and a duly certified copy of the resolution of the board of directors (if required under the constating documents or by-laws of such Subsidiary) of such Subsidiary authorizing the pledge of all of its issued and outstanding shares to the Administrative Agent and any subsequent disposition thereof by the Administrative Agent in realizing on the security therein constituted by the relevant Security Documents; (IV) a certificate of an officer of such Subsidiary, in such capacity, setting forth specimen signatures of the individuals authorized to sign the Credit Documents to which such Subsidiary is a signatory; (V) share certificates representing all of the issued and outstanding such Subsidiary, in each case duly endorsed in blank for transfer or attached to duly executed stock transfers and powers of attorney; (VI) copies of insurance policies, riders and endorsements, insurance binders, certificates of insurance and statements of coverage with respect to the insurance referred to in Section 11.1(d); (VII) an opinion of such Subsidiary's counsel addressed to the Lenders, the Administrative Agent and its counsel, relating to the status and capacity of such Subsidiary, the due authorization, execution and delivery and the validity and enforceability of the Credit Documents to which such Subsidiary is a party in the jurisdiction of incorporation of such Subsidiary and in the Province of Ontario and such other matters as the Administrative Agent may reasonably request; and (VIII) an opinion of the Administrative Agent's counsel with respect to such matters as may be reasonably required by the Administrative Agent in connection with such Subsidiary (including, without limitation, the legality, validity and binding nature of the obligations of such Subsidiary under, and the enforceability against such Subsidiary of, the Credit Documents which are governed by the laws of the Province of Ontario); (ii) Kinross Canada shall forthwith cause such additional Security Documents or amendments to existing Security Documents to be executed and delivered to permit the pledge of the shares of such Subsidiary; (iii) the Administrative Agent and its counsel shall be satisfied, acting reasonably, that all necessary approvals, acknowledgements, directions and consents have been given and that all relevant laws have been complied with in respect of all agreements and transactions referred to herein; and (iv) all documents and instruments shall have been properly registered, recorded and filed in all places which, searches shall have been conducted in all jurisdictions which, and deliveries of all consents, approvals, acknowledgements, undertakings, directions, negotiable documents of title and other documents and instruments to the Administrative Agent shall have been made which, in the opinion of the Administrative Agent's counsel, acting reasonably, are desirable or required to make effective the Security created or intended to be created by such Subsidiary in favour of the Administrative Agent pursuant to which such member of the Bank Group or Security Documents and to ensure the Permitted Affiliate Parent, as applicable, agrees to become a party to this Agreement as an Additional Borrower; (C) The Company confirms that no Event of Default is continuing or would occur as a result of that member of the Bank Group or any Permitted Affiliate Parent becoming an Additional Borrower; and (D) the Administrative Agent has received all of the documents and other evidence listed in Schedule 10.21 in relation to that member of the Bank Group or any Permitted Affiliate Parent, each in form and substance reasonably satisfactory to the Administrative Agent. (iii) The Administrative Agent shall notify the Company perfection and the Lenders promptly upon being satisfied that the conditions specified in paragraph (b) above (and, in the case intended first-ranking priority of any Permitted Affiliate Parent, Section 10.21(a)) have been satisfiedsuch security.

Additional Borrowers. Other than any Subsidiary of a Borrower set forth on Schedule 7.10 and subject to Section 7.9, Loan Parties shall cause each direct and indirect Subsidiary of a Borrower that (Y) is reflected in the Financial Statements, or (Z) comingles any of its funds with any Borrower, to become, unless otherwise directed by the Administrative Agent in writing, a Borrower hereunder within 10 days of commencement of operations or its acquisition (in each case, which period may be extended by the Administrative Agent in its reasonable discretion). Borrower may also, with the prior written consent of Administrative Agent, join other Subsidiaries of Loan Parties in accordance with the terms of this Section 7.10. The Administrative Agent, in its sole discretion, shall determine if the Eligible Accounts of any Person that becomes a Borrower hereunder will be taken into account for the calculation of the Borrowing Base. To the extent that any Loan Party has any Guarantee Obligation to a creditor with respect to such joining Borrower, Loan Parties shall, upon the Administrative Agent’s request, cause such creditor to enter into an intercreditor agreement with the other Loan Parties or other similar document in form and substance reasonably acceptable to Administrative Agent. To the extent not delivered to Administrative Agent on or before the Closing Date (including in respect of after-acquired property and Persons that become Subsidiaries of any Loan Party after the Closing Date), each Loan Party shall, promptly, do each of the following, unless otherwise agreed by Administrative Agent: (i) Subject deliver to paragraph (ii) below, the Company may, upon not less than 5 Business Days prior written notice Administrative Agent such modifications to the terms of the Loan Documents (or, to the extent applicable as reasonably determined by Administrative Agent, request that it assumptions, amendments, endorsements or any Permitted Affiliate Parent or any member of the Bank Group which is a direct or indirect wholly-owned Subsidiary of any Permitted Affiliate Parent and that is a wholly-owned Subsidiary of any Permitted Affiliate Holdco becomes an Additional Borrower under this Agreement. (ii) Such member of the Bank Group or any Permitted Affiliate Parent may become an Additional Borrower to a Facility if: (A) it is incorporated such other documents), in the same jurisdiction as an existing Borrower for that Facility or the Required Lenders have approved the addition of that member of the Bank Group or any Permitted Affiliate Parent as an Additional Borrower; (B) such member of the Bank Group or the Permitted Affiliate Parent, as applicable, and the Company deliver to the Administrative Agent a duly completed and executed joinder agreement each case in form and substance reasonably satisfactory to Administrative Agent and as Administrative Agent deems necessary or advisable in order to ensure the following: (A) each Subsidiary of any Loan Party that becomes a Borrower under this Agreement by execution and delivery of a joinder agreement, in form and substance acceptable to Administrative Agent pursuant to which such member Subsidiary assumes all of the Bank Group Obligations of a Borrower hereunder and agrees to be bound to the terms and conditions of this Agreement and the other Loan Documents in the same manner and to the same extent of any other Borrower as if it had been an original signatory hereto or the Permitted Affiliate Parentthereof, including but not limited to (1) delivery of revised schedules reflecting updated information regarding such new Borrower, as applicablerequired, agrees and (2) delivery to become a party Administrative Agent of one or more notes in form and substance substantially similar to this Agreement the form of Note or amendments or amendment and restatements of any existing Note, evidence of insurance and other such documents, agreements guarantees, modifications, revisions or amendments to the Loan Documents as an Additional Borrower; (C) The Company confirms that no Event Administrative Agent shall reasonably require to evidence the addition of Default is continuing or would occur such Subsidiary as a result of that member of the Bank Group or any Permitted Affiliate Parent becoming an Additional Borrower; and (DB) each Loan Party (including any Person required to become a Borrower pursuant to clause (a) above) shall effectively grant to Administrative Agent, for the benefit of the Secured Parties, a valid and enforceable first priority security interest in its assets pursuant to the Security Agreement as security for the Obligations of the Loan Parties, subject only to the security interests granted in connection with the Existing Facility and, if applicable, in favor of a FHA Mortgagee. (ii) take all other actions necessary or advisable to ensure the validity or continuing validity of any guaranty for any Obligation or any Lien securing any Obligation, to perfect, maintain, evidence or enforce any Lien securing any Obligation or to ensure such Liens have the same priority as that of the Liens on similar Collateral and other assets set forth in the Loan Documents executed on the Closing Date, including the filing of UCC financing statements in such jurisdictions as may be required by the Loan Documents or applicable Requirements of Law, providing title policies, if applicable, in favor of Administrative Agent has received all for the benefit of Lenders, or other actions as Administrative Agent may otherwise reasonably request; and (iii) deliver to Administrative Agent legal opinions relating to the documents matters described in this Section 7.10, which opinions shall be as reasonably required by, and other evidence listed in Schedule 10.21 in relation to that member of the Bank Group or any Permitted Affiliate Parent, each in form and substance and from counsel reasonably satisfactory to the to, Administrative Agent. (iii) The Administrative Agent shall notify the Company and the Lenders promptly upon being satisfied that the conditions specified in paragraph (b) above (and, in the case of any Permitted Affiliate Parent, Section 10.21(a)) have been satisfied.