Common use of Foreign Subsidiary Borrowers Clause in Contracts

Foreign Subsidiary Borrowers. The Borrower from time to time may request in writing that one or more of its Foreign Subsidiaries become borrowers hereunder with the ability to request and receive Loans and Letters of Credit (each, a “Foreign Subsidiary Borrower”). Each such request shall be delivered to the Administrative Agent. The Administrative Agent shall promptly circulate each such request to the Lenders. Each Lender shall notify the Administrative Agent and the Borrower no later than 20 days after its receipt of such request as to whether the applicable Foreign Subsidiary may become a party hereto as a Foreign Subsidiary Borrower. No Foreign Subsidiary shall become a Foreign Subsidiary Borrower unless approved in writing by all of the Lenders and the Administrative Agent. Any Lender that fails to respond to such a request shall be deemed to have rejected the joinder of such Foreign Subsidiary Borrower hereto. Each of the Administrative Agent and each Lender may request from the Borrower certain information in respect of such a Foreign Subsidiary in order to make such decision, including, without limitation, such Foreign Subsidiary’s jurisdiction of organization. Loans and Letters of Credit requested by a Foreign Subsidiary Borrower shall be made or issued from the United States. If the Lenders and the Administrative Agent agree with the Borrower to add a Foreign Subsidiary Borrower hereto, this Agreement (and the other Loan Documents, as relevant) shall be amended to give effect to such addition. All Lenders shall be required to make Loans to each Foreign Subsidiary Borrower, subject to any borrowing sublimits agreed to by the Borrower, the applicable Foreign Subsidiary Borrower, the Administrative Agent, and the Lenders. Each such Foreign Subsidiary Borrower shall be required to deliver, among other things (and in each case in form, scope and substance acceptable to the Administrative Agent and the Lenders), (a) amendments, joinders and other documents required by the Administrative Agent and the Lenders to give such Foreign Subsidiary Borrower the ability to receive extensions of credit hereunder, (b) collateral documents made by such Foreign Subsidiary Borrower in favor of the Administrative Agent, (c) resolutions, charter documents, incumbency certificates, opinions of counsel and other documents or information, as may be required by the Administrative Agent and the Lenders (including without limitation, information necessary to evaluate (i) any withholding tax that may arise in respect of any Loans made to or Letters of Credit issued on behalf of such Foreign Subsidiary, and (ii) the manner in which Loans may be made available to such Foreign Subsidiary, including in Dollars or the requested Agreed Currency), (d) promissory notes signed by such Foreign Subsidiary Borrower to the extent any Lender so requires, and (e) information required under “know your customer”, anti-money laundering or similar regulations to which such Lender is subject. No Foreign Subsidiary Borrower shall be joined hereto if (x) a violation of applicable law would result therefrom or (y) any Lender or the Administrative Agent objects to any adverse change in tax treatment that would result therefrom (including, without limitation, the payment of any tax gross-up or the accrual of any withholding tax). In addition, extensions of credit and other financial accommodations from the United States into the applicable jurisdiction must be permitted under applicable law. The Borrower and each Guarantor of Payment shall guaranty the Obligations of each such Foreign Subsidiary Borrower on terms and conditions acceptable to the Administrative Agent and the Lenders. Each Foreign Subsidiary that is or becomes a Foreign Subsidiary Borrower hereby irrevocably appoints the Borrower as its agent for all purposes relevant to this Agreement and each related document, including service of process.

Foreign Subsidiary Borrowers. The Borrower from time to time may request in writing that one or more of its Foreign Subsidiaries become borrowers hereunder with the ability to request and receive Loans and Letters of Credit (each, a “Foreign Subsidiary Borrower”). Each such request shall be delivered a) Subject to the Administrative Agent. The Administrative Agent shall promptly circulate each such request to the Lenders. Each Lender shall notify consent of the Administrative Agent and the Global Revolving Lenders (such consent not to be unreasonably withheld, delayed or conditioned), the Parent Borrower no later than 20 days after its receipt of such request as to whether the applicable may designate any Foreign Subsidiary may become a party hereto of the Parent Borrower as a Foreign Subsidiary Borrower. No Foreign Borrower under the Global Revolving Facility by delivery to the Administrative Agent of a Borrowing Subsidiary Agreement executed by such Subsidiary, the Parent Borrower and the Administrative Agent and upon such delivery such Subsidiary shall become for all purposes of this Agreement be a Foreign Subsidiary Borrower unless approved in writing by all of under the Lenders Global Revolving Facility and a party to this Agreement until the Administrative Agent. Any Lender that fails Parent Borrower shall have executed and delivered to respond to such a request shall be deemed to have rejected the joinder of such Foreign Subsidiary Borrower hereto. Each of the Administrative Agent and each Lender may request from the Borrower certain information in a Borrowing Subsidiary Termination with respect of to such a Foreign Subsidiary, whereupon such Subsidiary in order shall cease to make such decision, including, without limitation, such Foreign Subsidiary’s jurisdiction of organization. Loans and Letters of Credit requested by be a Foreign Subsidiary Borrower shall be made or issued from under the United StatesGlobal Revolving Facility. If Notwithstanding the Lenders and the Administrative Agent agree with the Borrower preceding sentence, no such Borrowing Subsidiary Termination will become effective as to add a any Foreign Subsidiary Borrower hereto, this Agreement (and under the other Loan Documents, as relevant) shall be amended to give effect to such addition. All Lenders shall be required to make Loans to each Foreign Subsidiary Borrower, subject to Global Revolving Facility at a time when any borrowing sublimits agreed to by the Borrower, the applicable Foreign Subsidiary Borrower, the Administrative Agent, and the Lenders. Each Obligations of such Foreign Subsidiary Borrower shall be required to deliver, among other things (and in each case in form, scope and substance acceptable to the Administrative Agent and the Lenders), (a) amendments, joinders and other documents required by the Administrative Agent and the Lenders to give such Foreign Subsidiary Borrower the ability to receive extensions of credit hereunder, (b) collateral documents made by such Foreign Subsidiary Borrower in favor of the Administrative Agent, (c) resolutions, charter documents, incumbency certificates, opinions of counsel and other documents outstanding thereunder or information, as may be required by the Administrative Agent and the Lenders (including without limitation, information necessary to evaluate (i) any withholding tax that may arise in respect of any Loans made to or Letters of Credit issued on behalf for the account of such Foreign Subsidiary, and (ii) the manner in which Loans may be made available to such Foreign Subsidiary, including in Dollars or the requested Agreed Currency), (d) promissory notes signed by such Foreign Subsidiary Borrower to the extent any Lender so requires, and (e) information required under “know your customer”, anti-money laundering or similar regulations to which such Lender is subject. No Such Foreign Subsidiary Borrower shall be joined hereto if outstanding (x) which shall not have been cash collateralized in a violation manner consistent with the terms of applicable law would result therefrom or (y) any Lender or the Administrative Agent objects Section 2.5(j)); provided that such Borrowing Subsidiary Termination shall be effective to any adverse change in tax treatment that would result therefrom (including, without limitation, the payment of any tax gross-up or the accrual of any withholding tax). In addition, extensions of credit and other financial accommodations from the United States into the applicable jurisdiction must be permitted under applicable law. The Borrower and each Guarantor of Payment shall guaranty the Obligations of each terminate such Foreign Subsidiary Borrower on terms and conditions acceptable Borrower’s right to make further borrowings under the Administrative Agent and the LendersGlobal Revolving Facility. Each Foreign Subsidiary The Global Revolving Lenders agree that is or becomes a each Foreign Subsidiary Borrower hereby irrevocably appoints identified in Part A of Schedule 2.23 is an acceptable Foreign Subsidiary Borrower under the Borrower as its agent for all purposes relevant to this Agreement and each related document, including service of processGlobal Revolving Facility.

Foreign Subsidiary Borrowers. The Borrower from time to time may request in writing that one or more of its Foreign Subsidiaries become borrowers hereunder with the ability to request and receive Loans and Letters of Credit (each, a “Foreign Subsidiary Borrower”). Each such request shall be delivered a) Subject to the Administrative Agent. The Administrative Agent shall promptly circulate each such request to the Lenders. Each Lender shall notify consent of the Administrative Agent and the Global Revolving Lenders (such consent not to be unreasonably withheld, delayed or conditioned), the Parent Borrower no later than 20 days after its receipt of such request as to whether the applicable may designate any Foreign Subsidiary may become a party hereto of the Parent Borrower as a Foreign Subsidiary Borrower. No Borrower under the Global Revolving Facility by delivery to the Administrative Agent of a Borrowing Subsidiary Agreement executed by such Foreign Subsidiary, the Parent Borrower and the Administrative Agent and upon such delivery such Foreign Subsidiary shall become for all purposes of this Agreement be a Foreign Subsidiary Borrower unless approved in writing by all of under the Lenders Global Revolving Facility and a party to this Agreement until the Parent Borrower shall have executed and delivered to the Administrative Agent. Any Lender that fails to respond Agent a Borrowing Subsidiary Termination with respect to such a request shall be deemed to have rejected the joinder of Foreign Subsidiary, whereupon such Foreign Subsidiary Borrower hereto. Each of the Administrative Agent and each Lender may request from the Borrower certain information in respect of such a Foreign Subsidiary in order shall cease to make such decision, including, without limitation, such Foreign Subsidiary’s jurisdiction of organization. Loans and Letters of Credit requested by be a Foreign Subsidiary Borrower shall be made or issued from under the United StatesGlobal Revolving Facility. If Notwithstanding the Lenders and the Administrative Agent agree with the Borrower preceding sentence, no such Borrowing Subsidiary Termination will become effective as to add a any Foreign Subsidiary Borrower hereto, this Agreement (and under the other Loan Documents, as relevant) shall be amended to give effect to such addition. All Lenders shall be required to make Loans to each Foreign Subsidiary Borrower, subject to Global Revolving Facility at a time when any borrowing sublimits agreed to by the Borrower, the applicable Foreign Subsidiary Borrower, the Administrative Agent, and the Lenders. Each Obligations of such Foreign Subsidiary Borrower shall be required to deliver, among other things (and in each case in form, scope and substance acceptable to the Administrative Agent and the Lenders), (a) amendments, joinders and other documents required by the Administrative Agent and the Lenders to give such Foreign Subsidiary Borrower the ability to receive extensions of credit hereunder, (b) collateral documents made by such Foreign Subsidiary Borrower in favor of the Administrative Agent, (c) resolutions, charter documents, incumbency certificates, opinions of counsel and other documents outstanding thereunder or information, as may be required by the Administrative Agent and the Lenders (including without limitation, information necessary to evaluate (i) any withholding tax that may arise in respect of any Loans made to or Letters of Credit issued on behalf for the account of such Foreign Subsidiary, and (ii) the manner in which Loans may be made available to such Foreign Subsidiary, including in Dollars or the requested Agreed Currency), (d) promissory notes signed by such Foreign Subsidiary Borrower to the extent any Lender so requires, and (e) information required under “know your customer”, anti-money laundering or similar regulations to which such Lender is subject. No Such Foreign Subsidiary Borrower shall be joined hereto if outstanding (x) which shall not have been cash collateralized in a violation manner consistent with the terms of applicable law would result therefrom or (y) any Lender or the Administrative Agent objects Section 2.5(j)); provided that such Borrowing Subsidiary Termination shall be effective to any adverse change in tax treatment that would result therefrom (including, without limitation, the payment of any tax gross-up or the accrual of any withholding tax). In addition, extensions of credit and other financial accommodations from the United States into the applicable jurisdiction must be permitted under applicable law. The Borrower and each Guarantor of Payment shall guaranty the Obligations of each terminate such Foreign Subsidiary Borrower on terms and conditions acceptable Borrower’s right to make further borrowings under the Administrative Agent and the LendersGlobal Revolving Facility. Each Foreign Subsidiary The Global Revolving Lenders agree that is or becomes a each Foreign Subsidiary Borrower hereby irrevocably appoints identified in Part A of Schedule 2.23 is an acceptable Foreign Subsidiary Borrower under the Borrower as its agent for all purposes relevant to this Agreement and each related document, including service of processGlobal Revolving Facility.

Foreign Subsidiary Borrowers. The On or after the Closing Date, the U.S. Borrower from time may, upon 10 Business Days prior notice to time may request in writing that one or more of its Foreign Subsidiaries become borrowers hereunder with the ability to request and receive Loans and Letters of Credit (each, a “Foreign Subsidiary Borrower”). Each such request shall be delivered to the Administrative Agent. The Administrative Agent shall promptly circulate each such request to the Lenders. Each Lender shall notify the Administrative Agent and the Borrower no later than 20 days after its receipt of such request as to whether the applicable Foreign Subsidiary may become a party hereto as a Foreign Subsidiary Borrower. No Foreign Subsidiary shall become a Foreign Subsidiary Borrower unless approved in writing by all of the Lenders and the Administrative Agent. Any Lender that fails to respond to such a request shall be deemed to have rejected the joinder of such Foreign Subsidiary Borrower hereto. Each of the Administrative Agent and each Lender may request from the Borrower certain information in respect of such a Lender, designate any Foreign Subsidiary in order to make such decision, including, without limitation, such Foreign Subsidiary’s jurisdiction of organization. Loans and Letters of Credit requested by that is a Wholly Owned Subsidiary as a Foreign Subsidiary Borrower shall be made or issued from the United States. If the Lenders and by delivery to the Administrative Agent agree with the Borrower to add of a Foreign Subsidiary Borrower hereto, this Agreement (executed by such Foreign Subsidiary and the other Loan DocumentsU.S. Borrower. Each such designation shall specify whether such Foreign Subsidiary shall be entitled (i) to make Borrowings under the Global Revolving Facility and request Letters of Credit under the U.S. Revolving Facility and/or (ii) to request the creation of Ancillary Facilities under Section 2.22, and each such designation shall be subject to the consent of the Administrative Agent (which consent shall not unreasonably be withheld). Following any notice by the U.S. Borrower of the designation of a Foreign Subsidiary Borrower pursuant to this Section, if the Administrative Agent or any Lender determines that it is required to comply with any “know your customer” or similar identification procedures with respect to such Foreign Subsidiary Borrower and the information necessary for such compliance is not already available to the Administrative Agent or such Lender, as relevant) shall applicable, then the U.S. Borrower shall, promptly upon the request of the Administrative Agent or such Lender, as applicable, supply such documentation and other evidence as is reasonably requested by the Administrative Agent or such Lender in order for the Administrative Agent or such Lender, as applicable, to be amended satisfied that it has complied with such requirements. Upon the execution by the U.S. Borrower and delivery to give effect the Administrative Agent of a Foreign Subsidiary Borrower Termination with respect to such addition. All Lenders shall be required to make Loans to each any Foreign Subsidiary Borrower, subject such Foreign Subsidiary shall cease to be a Foreign Subsidiary Borrower and a party to this Agreement; provided that no Foreign Subsidiary Borrower Termination will become effective as to any borrowing sublimits agreed Foreign Subsidiary Borrower (other than to by the Borrower, the applicable terminate such Foreign Subsidiary Borrower, ’s right to make further Borrowings under this Agreement) at a time when any principal of or interest on any Loan to such Foreign Subsidiary Borrower or any Foreign Currency Letter of Credit for the Administrative Agent, and the Lenders. Each account of such Foreign Subsidiary Borrower shall be required to deliver, among other things (and in each case in form, scope and substance acceptable to the Administrative Agent and the Lenders), (a) amendments, joinders and other documents required by the Administrative Agent and the Lenders to give such Foreign Subsidiary Borrower the ability to receive extensions of credit hereunder, (b) collateral documents made by such Foreign Subsidiary Borrower in favor of the Administrative Agent, (c) resolutions, charter documents, incumbency certificates, opinions of counsel and other documents outstanding hereunder or information, as may be required by the Administrative Agent and the Lenders (including without limitation, information necessary to evaluate (i) any withholding tax that may arise in respect of any Loans made to or Letters of Ancillary Facility under which Ancillary Credit issued on behalf of such Foreign Subsidiary, and (ii) the manner in which Loans Extensions may be made available to such Foreign Subsidiary, including in Dollars or the requested Agreed Currency), (d) promissory notes signed by such Subsidiary Borrower has not been previously terminated. Promptly following receipt of any Foreign Subsidiary Borrower to the extent any Lender so requires, and (e) information required under “know your customer”, anti-money laundering Agreement or similar regulations to which such Lender is subject. No Foreign Subsidiary Borrower shall be joined hereto if (x) a violation of applicable law would result therefrom or (y) any Lender or Termination, the Administrative Agent objects shall send a copy thereof to any adverse change in tax treatment that would result therefrom (including, without limitation, the payment of any tax gross-up or the accrual of any withholding tax). In addition, extensions of credit and other financial accommodations from the United States into the applicable jurisdiction must be permitted under applicable laweach Revolving Credit Lender. The U.S. Borrower and each Guarantor of Payment shall guaranty the Obligations of each such Foreign Subsidiary Borrower on terms and conditions acceptable be entitled to the Administrative Agent and the Lenders. Each designate any Foreign Subsidiary that is or becomes a Wholly Owned Subsidiary as a Foreign Subsidiary Borrower; provided that unless such Foreign Subsidiary is a Foreign Subsidiary Loan Party and is in compliance with the requirements described in Section 5.10(f), such Foreign Subsidiary shall be permitted to be a Foreign Subsidiary Borrower hereby irrevocably appoints the Borrower as its agent solely for all purposes relevant of obtaining an Unsecured Ancillary Facility and shall not be permitted to this Agreement and each related document, including service of processmake any other Borrowings hereunder.

Foreign Subsidiary Borrowers. The Borrower from time to time may request in writing that one or more of its Foreign Subsidiaries become borrowers hereunder with On the ability to request and receive Loans and Letters of Credit (eachEffective Date, Altair Engineering India Pvt., Ltd., a “Foreign Subsidiary Borrower”). Each such request shall be delivered to company organized under the Administrative Agent. The Administrative Agent shall promptly circulate each such request to the Lenders. Each Lender shall notify the Administrative Agent and the Borrower no later than 20 days after its receipt laws of such request as to whether the applicable Foreign Subsidiary may become a party hereto India, is designated as a Foreign Subsidiary Borrower. No After the Effective Date, Altair Engineering may designate any other Foreign Subsidiary shall become Subsidiary, provided that Altair Engineering owns at least 85% of the Equity Interests of such Foreign Subsidiary, as a Foreign Subsidiary Borrower unless approved in writing by all delivery to JPMCB of the Lenders and the Administrative Agent. Any Lender that fails to respond to such a request shall be deemed to have rejected the joinder of such Foreign Subsidiary Borrower hereto. Each of the Administrative Agent and each Lender may request from the Borrower certain information in respect of such a Foreign Subsidiary in order to make such decision, including, without limitation, such Foreign Subsidiary’s jurisdiction of organization. Loans and Letters of Credit requested by a Foreign Subsidiary Borrower Agreement executed by such Foreign Subsidiary and the Domestic Borrowers. Each such designation shall be made or issued from subject to the United Statesconsent of the Required Lenders. If Upon the Lenders execution by Altair Engineering and the Administrative Agent agree with the Borrower delivery to add JPMCB of a Foreign Subsidiary Borrower hereto, this Agreement (and the other Loan Documents, as relevant) shall be amended Termination with respect to give effect to such addition. All Lenders shall be required to make Loans to each any Foreign Subsidiary Borrower, subject such Foreign Subsidiary shall cease to be a Foreign Subsidiary Borrower and a party to this Agreement; provided that no Foreign Subsidiary Borrower Termination will become effective as to any borrowing sublimits agreed Foreign Subsidiary Borrower (other than to by the Borrower, the applicable terminate such Foreign Subsidiary Borrower, the Administrative Agent, and the Lenders. Each ’s right to make further Borrowings under this Agreement) at a time when any principal of or interest on any Ancillary Loans to such Foreign Subsidiary Borrower shall be required to deliver, among other things (and in each case in form, scope and substance acceptable to the Administrative Agent and the Lenders), (a) amendments, joinders and other documents required by the Administrative Agent and the Lenders to give such Foreign Subsidiary Borrower the ability to receive extensions of credit hereunder, (b) collateral documents made by such Foreign Subsidiary Borrower in favor of the Administrative Agent, (c) resolutions, charter documents, incumbency certificates, opinions of counsel and other documents outstanding hereunder or information, as may be required by the Administrative Agent and the Lenders (including without limitation, information necessary to evaluate (i) any withholding tax that may arise in respect of any Loans made to or Letters of Credit issued on behalf of such Foreign Subsidiary, and (ii) the manner in Ancillary Facility under which Ancillary Loans may be made available to such Foreign Subsidiary, including in Dollars or the requested Agreed Currency), (d) promissory notes signed by such Foreign Subsidiary Borrower to the extent any Lender so requires, and (e) information required under “know your customer”, anti-money laundering or similar regulations to which such Lender is subject. No Foreign Subsidiary Borrower shall be joined hereto if (x) a violation of applicable law would result therefrom or (y) any Lender or the Administrative Agent objects to any adverse change in tax treatment that would result therefrom (including, without limitation, the payment of any tax gross-up or the accrual of any withholding tax). In addition, extensions of credit and other financial accommodations from the United States into the applicable jurisdiction must be permitted under applicable law. The Borrower and each Guarantor of Payment shall guaranty the Obligations of each such Foreign Subsidiary Borrower on terms and conditions acceptable to the Administrative Agent and the Lenders. Each Foreign Subsidiary that is or becomes a Foreign Subsidiary Borrower hereby irrevocably appoints the Borrower as its agent for all purposes relevant to this Agreement and each related document, including service of processhas not been previously terminated.

Foreign Subsidiary Borrowers. The (a) Subject to the consent of the Administrative Agent, the Parent Borrower from time to time may request in writing that one or more of its Foreign Subsidiaries become borrowers hereunder with the ability to request and receive Loans and Letters of Credit (each, a “designate any Foreign Subsidiary Borrower”). Each of the Parent Borrower as a Foreign Subsidiary Borrower under the Global Revolving Facility by delivery to the Administrative Agent of a Borrowing Subsidiary Agreement executed by such request Subsidiary, the Parent Borrower and the Administrative Agent and upon such delivery such Subsidiary shall for all purposes of this Agreement be a Foreign Subsidiary Borrower under the Global Revolving Facility and a party to this Agreement until the Parent Borrower shall have executed and delivered to the Administrative Agent. The Administrative Agent shall promptly circulate each a Borrowing Subsidiary Termination with respect to such request to the Lenders. Each Lender shall notify the Administrative Agent and the Borrower no later than 20 days after its receipt of Subsidiary, whereupon such request as to whether the applicable Foreign Subsidiary may become a party hereto as a Foreign Subsidiary Borrower. No Foreign Subsidiary shall become cease to be a Foreign Subsidiary Borrower unless approved under the Global Revolving Facility. Notwithstanding the preceding sentence, (i) no Canadian Borrower (as defined in writing by all Schedule 1.7) may request Global Revolving Loans or other extensions of the Lenders credit hereunder from any Lender other than a Canadian Lender and the Administrative Agent. Any Lender that fails (ii) no such Borrowing Subsidiary Termination will become effective as to respond to such a request shall be deemed to have rejected the joinder of such any Foreign Subsidiary Borrower hereto. Each under the Global Revolving Facility at a time when any Obligations of the Administrative Agent and each Lender may request from the Borrower certain information in respect of such a Foreign Subsidiary in order to make such decision, including, without limitation, such Foreign Subsidiary’s jurisdiction of organization. Loans and Letters of Credit requested by a Foreign Subsidiary Borrower shall be made or issued from the United States. If the Lenders and the Administrative Agent agree with the Borrower to add a Foreign Subsidiary Borrower hereto, this Agreement (and the other Loan Documents, as relevant) shall be amended to give effect to such addition. All Lenders shall be required to make Loans to each Foreign Subsidiary Borrower, subject to any borrowing sublimits agreed to by the Borrower, the applicable Foreign Subsidiary Borrower, the Administrative Agent, and the Lenders. Each such Foreign Subsidiary Borrower shall be required to deliver, among other things (and in each case in form, scope and substance acceptable to the Administrative Agent and the Lenders), (a) amendments, joinders and other documents required by the Administrative Agent and the Lenders to give such Foreign Subsidiary Borrower the ability to receive extensions of credit hereunder, (b) collateral documents made by such Foreign Subsidiary Borrower in favor of the Administrative Agent, (c) resolutions, charter documents, incumbency certificates, opinions of counsel and other documents outstanding thereunder or information, as may be required by the Administrative Agent and the Lenders (including without limitation, information necessary to evaluate (i) any withholding tax that may arise in respect of any Loans made to or Letters of Credit issued on behalf for the account of such Foreign Subsidiary, and (ii) the manner in which Loans may be made available to such Foreign Subsidiary, including in Dollars or the requested Agreed Currency), (d) promissory notes signed by such Foreign Subsidiary Borrower to the extent any Lender so requires, and (e) information required under “know your customer”, anti-money laundering or similar regulations to which such Lender is subject. No Such Foreign Subsidiary Borrower shall be joined hereto if outstanding (x) which shall not have been cash collateralized in a violation manner consistent with the terms of applicable law would result therefrom or (y) any Lender or the Administrative Agent objects Section 2.5(f)), provided that such Borrowing Subsidiary Termination shall be effective to any adverse change in tax treatment that would result therefrom (including, without limitation, the payment of any tax gross-up or the accrual of any withholding tax). In addition, extensions of credit and other financial accommodations from the United States into the applicable jurisdiction must be permitted under applicable law. The Borrower and each Guarantor of Payment shall guaranty the Obligations of each terminate such Foreign Subsidiary Borrower on terms and conditions acceptable Borrower’s right to make further borrowings under the Administrative Agent and the Lenders. Each Foreign Subsidiary that is or becomes a Foreign Subsidiary Borrower hereby irrevocably appoints the Borrower as its agent for all purposes relevant to this Agreement and each related document, including service of processGlobal Revolving Facility.

Foreign Subsidiary Borrowers. The Borrower from time to time may request in writing that one or more of its Foreign Subsidiaries become borrowers hereunder with the ability to request and receive Loans and Letters of Credit (each, a “Foreign Subsidiary Borrower”). Each such request shall be delivered a) Subject to the Administrative Agent. The Administrative Agent shall promptly circulate each such request to the Lenders. Each Lender shall notify the Administrative Agent and the Borrower no later than 20 days after its receipt of such request as to whether the applicable Foreign Subsidiary may become a party hereto as a Foreign Subsidiary Borrower. No Foreign Subsidiary shall become a Foreign Subsidiary Borrower unless approved in writing by all of the Lenders and the Administrative Agent. Any Lender that fails to respond to such a request shall be deemed to have rejected the joinder of such Foreign Subsidiary Borrower hereto. Each consent of the Administrative Agent and each Global Revolving Lender (such consent not to be unreasonably withheld, delayed or conditioned), the Parent Borrower may request from the Borrower certain information in respect of such a designate any Foreign Subsidiary in order to make such decision, including, without limitation, such Foreign Subsidiary’s jurisdiction of organization. Loans and Letters of Credit requested by the Parent Borrower as a Foreign Subsidiary Borrower shall be made or issued from under the United States. If Global Revolving Facility by delivery to the Lenders Administrative Agent of a Borrowing Subsidiary Agreement executed by such Foreign Subsidiary, the Parent Borrower and the Administrative Agent agree with the Borrower to add and upon such delivery such Foreign Subsidiary shall for all purposes of this Agreement be a Foreign Subsidiary Borrower hereto, under the Global Revolving Facility and a party to this Agreement (until the Parent Borrower shall have executed and delivered to the other Loan Documents, as relevant) shall be amended to give effect Administrative Agent a Borrowing Subsidiary Termination with respect to such addition. All Lenders shall be required to make Loans to each Foreign Subsidiary, whereupon such Foreign Subsidiary Borrowershall cease to be a Foreign Subsidiary Borrower under the Global Revolving Facility. Notwithstanding the preceding sentence, subject no such Borrowing Subsidiary Termination will become effective as to any borrowing sublimits agreed to by the Borrower, the applicable Foreign Subsidiary Borrower, Borrower under the Administrative Agent, and the Lenders. Each Global Revolving Facility at a time when any Obligations of such Foreign Subsidiary Borrower shall be required to deliver, among other things (and in each case in form, scope and substance acceptable to the Administrative Agent and the Lenders), (a) amendments, joinders and other documents required by the Administrative Agent and the Lenders to give such Foreign Subsidiary Borrower the ability to receive extensions of credit hereunder, (b) collateral documents made by such Foreign Subsidiary Borrower in favor of the Administrative Agent, (c) resolutions, charter documents, incumbency certificates, opinions of counsel and other documents outstanding thereunder or information, as may be required by the Administrative Agent and the Lenders (including without limitation, information necessary to evaluate (i) any withholding tax that may arise in respect of any Loans made to or Letters of Credit issued on behalf for the account of such Foreign Subsidiary, and (ii) the manner in which Loans may be made available to such Foreign Subsidiary, including in Dollars or the requested Agreed Currency), (d) promissory notes signed by such Foreign Subsidiary Borrower to the extent any Lender so requires, and (e) information required under “know your customer”, anti-money laundering or similar regulations to which such Lender is subject. No Foreign Subsidiary Borrower shall be joined hereto if outstanding (x) which shall not have been cash collateralized in a violation manner consistent with the terms of applicable law would result therefrom or (y) any Lender or the Administrative Agent objects Section 2.5(j)); provided that such Borrowing Subsidiary Termination shall be effective to any adverse change in tax treatment that would result therefrom (including, without limitation, the payment of any tax gross-up or the accrual of any withholding tax). In addition, extensions of credit and other financial accommodations from the United States into the applicable jurisdiction must be permitted under applicable law. The Borrower and each Guarantor of Payment shall guaranty the Obligations of each terminate such Foreign Subsidiary Borrower on terms and conditions acceptable Borrower’s right to make further borrowings under the Global Revolving Facility. As of the Third Amendment Effective Date, there are no Foreign Subsidiary Borrowers with respect to the Administrative Agent and the Lenders. Each Foreign Subsidiary that is or becomes a Foreign Subsidiary Borrower hereby irrevocably appoints the Borrower as its agent for all purposes relevant to this Agreement and each related document, including service of processGlobal Revolving Facility.

Foreign Subsidiary Borrowers. The On or after the Effective Date, the U.S. Borrower from time to time may request in writing that one or more of its Foreign Subsidiaries become borrowers hereunder with the ability to request and receive Loans and Letters of Credit (each, a “designate any Foreign Subsidiary Borrower”). Each such request shall be delivered to the Administrative Agent. The Administrative Agent shall promptly circulate each such request to the Lenders. Each Lender shall notify the Administrative Agent and the Borrower no later than 20 days after its receipt of such request as to whether the applicable Foreign that is a Wholly-Owned Subsidiary may become a party hereto as a Foreign Subsidiary Borrower. No Foreign Subsidiary shall become Borrower by delivery to the Administrative Agent of a Foreign Subsidiary Borrower unless approved in writing Agreement executed by all of the Lenders and the Administrative Agent. Any Lender that fails to respond to such a request shall be deemed to have rejected the joinder of such Foreign Subsidiary Borrower heretoand the U.S. Borrower. Each such designation shall specify whether such Foreign Subsidiary shall be entitled (i) to obtain Revolving Loans and/or (ii) to request the creation of Ancillary Facilities under Section 2.21, and each such designation shall be subject to the consent of the Administrative Agent (which consent shall not unreasonably be withheld). Upon the execution by the U.S. Borrower and each Lender may request from delivery to the Borrower certain information in respect Administrative Agent of such a Foreign Subsidiary in order to make such decision, including, without limitation, such Foreign Subsidiary’s jurisdiction of organization. Loans and Letters of Credit requested by a Foreign Subsidiary Borrower Termination with respect to any Foreign Subsidiary Borrower, such Foreign Subsidiary shall cease to be made or issued from the United States. If the Lenders and the Administrative Agent agree with the Borrower to add a Foreign Subsidiary Borrower hereto, and a party to this Agreement Agreement; provided that no Foreign Subsidiary Borrower Termination will become effective as to any Foreign Subsidiary Borrower (and the other Loan Documents, as relevant) shall be amended than to give effect to terminate such addition. All Lenders shall be required to make Loans to each Foreign Subsidiary Borrower, subject 's right to make further Borrowings under this Agreement) at a time when any borrowing sublimits agreed principal of or interest on any Loan to by the Borrower, the applicable Foreign Subsidiary Borrower, the Administrative Agent, and the Lenders. Each such Foreign Subsidiary Borrower shall be required to deliver, among other things (and in each case in form, scope and substance acceptable to the Administrative Agent and the Lenders), (a) amendments, joinders and other documents required by the Administrative Agent and the Lenders to give such Foreign Subsidiary Borrower the ability to receive extensions of credit hereunder, (b) collateral documents made by such Foreign Subsidiary Borrower in favor of the Administrative Agent, (c) resolutions, charter documents, incumbency certificates, opinions of counsel and other documents outstanding hereunder or information, as may be required by the Administrative Agent and the Lenders (including without limitation, information necessary to evaluate (i) any withholding tax that may arise in respect of any Loans made to or Letters of Credit issued on behalf of such Foreign Subsidiary, and (ii) the manner in Ancillary Facility under which Ancillary Loans may be made available to such Foreign Subsidiary, including in Dollars or the requested Agreed Currency), (d) promissory notes signed by such Subsidiary Borrower has not been previously terminated. Promptly following receipt of any Foreign Subsidiary Borrower to the extent any Lender so requires, and (e) information required under “know your customer”, anti-money laundering Agreement or similar regulations to which such Lender is subject. No Foreign Subsidiary Borrower shall be joined hereto if (x) a violation of applicable law would result therefrom or (y) any Lender or Termination, the Administrative Agent objects shall send a copy thereof to any adverse change in tax treatment that would result therefrom (including, without limitation, the payment of any tax gross-up or the accrual of any withholding tax). In addition, extensions of credit and other financial accommodations from the United States into the applicable jurisdiction must be permitted under applicable law. The Borrower and each Guarantor of Payment shall guaranty the Obligations of each such Foreign Subsidiary Borrower on terms and conditions acceptable to the Administrative Agent and the Lenders. Each Foreign Subsidiary that is or becomes a Foreign Subsidiary Borrower hereby irrevocably appoints the Borrower as its agent for all purposes relevant to this Agreement and each related document, including service of processLender.

Foreign Subsidiary Borrowers. The On or after the Closing Date, the U.S. Borrower from time may, upon 10 Business Days prior notice to time may request in writing that one or more of its Foreign Subsidiaries become borrowers hereunder with the ability to request and receive Loans and Letters of Credit (each, a “Foreign Subsidiary Borrower”). Each such request shall be delivered to the Administrative Agent. The Administrative Agent shall promptly circulate each such request to the Lenders. Each Lender shall notify the Administrative Agent and the Borrower no later than 20 days after its receipt of such request as to whether the applicable Foreign Subsidiary may become a party hereto as a Foreign Subsidiary Borrower. No Foreign Subsidiary shall become a Foreign Subsidiary Borrower unless approved in writing by all of the Lenders and the Administrative Agent. Any Lender that fails to respond to such a request shall be deemed to have rejected the joinder of such Foreign Subsidiary Borrower hereto. Each of the Administrative Agent and each Lender may request from the Borrower certain information in respect of such Lender, designate any Foreign Subsidiary that is a Wholly Owned Subsidiary as a Foreign Subsidiary Borrower by delivery to the Administrative Agent of a Foreign Subsidiary Borrower Agreement executed by such Foreign Subsidiary and the U.S. Borrower; provided that the Administrative Agent shall be satisfied that each applicable Lender may make loans and other extensions of credit to such Foreign Subsidiary in order to make such decision, including, without limitation, such Foreign Subsidiary’s jurisdiction of organizationin compliance with applicable laws and regulations and without being subject to any unreimbursed or unindemnified Tax or other expense. Loans Each such designation shall specify whether such Foreign Subsidiary shall be entitled (i) to make Borrowings under the Global Revolving Facility and request Letters of Credit requested under the U.S. Revolving Facility and/or (ii) to request the creation of Ancillary Facilities under Section 2.22, and each such designation shall be subject to the consent of the Administrative Agent (which consent shall not unreasonably be withheld); provided that Foreign Subsidiaries organized under the laws of Poland may only be designated as Foreign Subsidiary Borrowers under clause (ii) above (which designation shall be subject to the limitations set forth on Schedule 1.01(f)). Following any notice by the U.S. Borrower of the designation of a Foreign Subsidiary Borrower shall be made or issued from the United States. If the Lenders and pursuant to this Section, if the Administrative Agent agree or any Lender determines that it is required to comply with any “know your customer” or similar identification procedures with respect to such Foreign Subsidiary Borrower and the information necessary for such compliance is not already available to the Administrative Agent or such Lender, as applicable, then the U.S. Borrower shall, promptly upon the request of the Administrative Agent or such Lender, as applicable, supply such documentation and other evidence as is reasonably requested by the Administrative Agent or such Lender in order for the Administrative Agent or such Lender, as applicable, to add be satisfied that it has complied with such requirements. Upon the execution by the U.S. Borrower and delivery to the Administrative Agent of a Foreign Subsidiary Borrower hereto, this Agreement (and the other Loan Documents, as relevant) shall be amended Termination with respect to give effect to such addition. All Lenders shall be required to make Loans to each any Foreign Subsidiary Borrower, subject such Foreign Subsidiary shall cease to be a Foreign Subsidiary Borrower and a party to this Agreement; provided that no Foreign Subsidiary Borrower Termination will become effective as to any borrowing sublimits agreed Foreign Subsidiary Borrower (other than to by the Borrower, the applicable terminate such Foreign Subsidiary Borrower, ’s right to make further Borrowings under this Agreement) at a time when any principal of or interest on any Loan to such Foreign Subsidiary Borrower or any Foreign Currency Letter of Credit for the Administrative Agent, and the Lenders. Each account of such Foreign Subsidiary Borrower shall be required to deliver, among other things (and in each case in form, scope and substance acceptable to the Administrative Agent and the Lenders), (a) amendments, joinders and other documents required by the Administrative Agent and the Lenders to give such Foreign Subsidiary Borrower the ability to receive extensions of credit hereunder, (b) collateral documents made by such Foreign Subsidiary Borrower in favor of the Administrative Agent, (c) resolutions, charter documents, incumbency certificates, opinions of counsel and other documents outstanding hereunder or information, as may be required by the Administrative Agent and the Lenders (including without limitation, information necessary to evaluate (i) any withholding tax that may arise in respect of any Loans made to or Letters of Ancillary Facility under which Ancillary Credit issued on behalf of such Foreign Subsidiary, and (ii) the manner in which Loans Extensions may be made available to such Foreign Subsidiary, including in Dollars or the requested Agreed Currency), (d) promissory notes signed by such Subsidiary Borrower has not been previously terminated. Promptly following receipt of any Foreign Subsidiary Borrower to the extent any Lender so requires, and (e) information required under “know your customer”, anti-money laundering Agreement or similar regulations to which such Lender is subject. No Foreign Subsidiary Borrower shall be joined hereto if (x) a violation of applicable law would result therefrom or (y) any Lender or Termination, the Administrative Agent objects shall send a copy thereof to any adverse change in tax treatment that would result therefrom (including, without limitation, the payment of any tax gross-up or the accrual of any withholding tax). In addition, extensions of credit and other financial accommodations from the United States into the applicable jurisdiction must be permitted under applicable laweach Revolving Credit Lender. The U.S. Borrower and each Guarantor of Payment shall guaranty the Obligations of each such Foreign Subsidiary Borrower on terms and conditions acceptable be entitled to the Administrative Agent and the Lenders. Each designate any Foreign Subsidiary that is or becomes a Wholly Owned Subsidiary as a Foreign Subsidiary Borrower; provided that unless such Foreign Subsidiary is a Foreign Subsidiary Loan Party and is in compliance with the requirements described in Section 5.10(f), such Foreign Subsidiary shall be permitted to be a Foreign Subsidiary Borrower hereby irrevocably appoints the Borrower as its agent solely for all purposes relevant of obtaining an Unsecured Ancillary Facility and shall not be permitted to this Agreement and each related document, including service of processmake any other Borrowings hereunder.

Foreign Subsidiary Borrowers. The On or after the Closing Date, the U.S. Borrower from time may, upon 10 Business Days prior notice to time may request in writing that one or more of its Foreign Subsidiaries become borrowers hereunder with the ability to request and receive Loans and Letters of Credit (each, a “Foreign Subsidiary Borrower”). Each such request shall be delivered to the Administrative Agent. The Administrative Agent shall promptly circulate each such request to the Lenders. Each Lender shall notify the Administrative Agent and the Borrower no later than 20 days after its receipt of such request as to whether the applicable Foreign Subsidiary may become a party hereto as a Foreign Subsidiary Borrower. No Foreign Subsidiary shall become a Foreign Subsidiary Borrower unless approved in writing by all of the Lenders and the Administrative Agent. Any Lender that fails to respond to such a request shall be deemed to have rejected the joinder of such Foreign Subsidiary Borrower hereto. Each of the Administrative Agent and each Lender may request from the Borrower certain information in respect of such a Lender, designate any Foreign Subsidiary in order to make such decision, including, without limitation, such Foreign Subsidiary’s jurisdiction of organization. Loans and Letters of Credit requested by that is a Wholly Owned Subsidiary as a Foreign Subsidiary Borrower shall be made or issued from the United States. If the Lenders and by delivery to the Administrative Agent agree with the Borrower to add of a Foreign Subsidiary Borrower hereto, this Agreement (executed by such Foreign Subsidiary and the other Loan DocumentsU.S. Borrower. Each such designation shall specify whether such Foreign Subsidiary shall be entitled (i) to make Borrowings under the Global Revolving Facilities and request Letters of Credit under the U.S. Revolving Facilities and/or (ii) to request the creation of Ancillary Facilities under Section 2.22, and each such designation shall be subject to the consent of the Administrative Agent (which consent shall not unreasonably be withheld). Following any notice by the U.S. Borrower of the designation of a Foreign Subsidiary Borrower pursuant to this Section, if the Administrative Agent or any Lender determines that it is required to comply with any “know your customer” or similar identification procedures with respect to such Foreign Subsidiary Borrower and the information necessary for such compliance is not already available to the Administrative Agent or such Lender, as relevant) shall applicable, then the U.S. Borrower shall, promptly upon the request of the Administrative Agent or such Lender, as applicable, supply such documentation and other evidence as is reasonably requested by the Administrative Agent or such Lender in order for the Administrative Agent or such Lender, as applicable, to be amended satisfied that it has complied with such requirements. Upon the execution by the U.S. Borrower and delivery to give effect the Administrative Agent of a Foreign Subsidiary Borrower Termination with respect to such addition. All Lenders shall be required to make Loans to each any Foreign Subsidiary Borrower, subject such Foreign Subsidiary shall cease to be a Foreign Subsidiary Borrower and a party to this Agreement; provided that no Foreign Subsidiary Borrower Termination will become effective as to any borrowing sublimits agreed Foreign Subsidiary Borrower (other than to by the Borrower, the applicable terminate such Foreign Subsidiary Borrower, ’s right to make further Borrowings under this Agreement) at a time when any principal of or interest on any Loan to such Foreign Subsidiary Borrower or any Foreign Currency Letter of Credit for the Administrative Agent, and the Lenders. Each account of such Foreign Subsidiary Borrower shall be required to deliver, among other things (and in each case in form, scope and substance acceptable to the Administrative Agent and the Lenders), (a) amendments, joinders and other documents required by the Administrative Agent and the Lenders to give such Foreign Subsidiary Borrower the ability to receive extensions of credit hereunder, (b) collateral documents made by such Foreign Subsidiary Borrower in favor of the Administrative Agent, (c) resolutions, charter documents, incumbency certificates, opinions of counsel and other documents outstanding hereunder or information, as may be required by the Administrative Agent and the Lenders (including without limitation, information necessary to evaluate (i) any withholding tax that may arise in respect of any Loans made to or Letters of Ancillary Facility under which Ancillary Credit issued on behalf of such Foreign Subsidiary, and (ii) the manner in which Loans Extensions may be made available to such Foreign Subsidiary, including in Dollars or the requested Agreed Currency), (d) promissory notes signed by such Subsidiary Borrower has not been previously terminated. Promptly following receipt of any Foreign Subsidiary Borrower to the extent any Lender so requires, and (e) information required under “know your customer”, anti-money laundering Agreement or similar regulations to which such Lender is subject. No Foreign Subsidiary Borrower shall be joined hereto if (x) a violation of applicable law would result therefrom or (y) any Lender or Termination, the Administrative Agent objects shall send a copy thereof to any adverse change in tax treatment that would result therefrom (including, without limitation, the payment of any tax gross-up or the accrual of any withholding tax). In addition, extensions of credit and other financial accommodations from the United States into the applicable jurisdiction must be permitted under applicable laweach Revolving Credit Lender. The U.S. Borrower and each Guarantor of Payment shall guaranty the Obligations of each such Foreign Subsidiary Borrower on terms and conditions acceptable be entitled to the Administrative Agent and the Lenders. Each designate any Foreign Subsidiary that is or becomes a Wholly Owned Subsidiary as a Foreign Subsidiary Borrower; provided that unless such Foreign Subsidiary is a Foreign Subsidiary Loan Party and is in compliance with the requirements described in Section 5.10(f), such Foreign Subsidiary shall be permitted to be a Foreign Subsidiary Borrower hereby irrevocably appoints the Borrower as its agent solely for all purposes relevant of obtaining an Unsecured Ancillary Facility and shall not be permitted to this Agreement and each related document, including service of processmake any other Borrowings hereunder.

Foreign Subsidiary Borrowers. The On or after the Effective Date, the U.S. Borrower from time to time may request in writing that one or more of its Foreign Subsidiaries become borrowers hereunder with the ability to request and receive Loans and Letters of Credit (each, a “designate any Foreign Subsidiary Borrower”). Each such request shall be delivered to the Administrative Agent. The Administrative Agent shall promptly circulate each such request to the Lenders. Each Lender shall notify the Administrative Agent and the Borrower no later than 20 days after its receipt of such request as to whether the applicable Foreign that is a Wholly-Owned Subsidiary may become a party hereto as a Foreign Subsidiary Borrower. No Foreign Subsidiary shall become Borrower by delivery to the Administrative Agent of a Foreign Subsidiary Borrower unless approved in writing Agreement executed by all of the Lenders and the Administrative Agent. Any Lender that fails to respond to such a request shall be deemed to have rejected the joinder of such Foreign Subsidiary Borrower heretoand the U.S. Borrower. Each such designation shall specify whether such Foreign Subsidiary shall be entitled (i) to obtain Revolving Loans and/or (ii) to request the creation of Ancillary Facilities under Section 2.21, and each such designation shall be subject to the consent of the Administrative Agent and each Lender may request from the Borrower certain information in respect of such a (which consent shall not unreasonably be withheld), provided that no Foreign Subsidiary Borrower Agreement shall become effective as to any Foreign Subsidiary if it shall be unlawful for such Foreign Subsidiary to become a Borrower hereunder or for any Lender participating in order Advances to such Foreign Subsidiary to make such decision, including, without limitation, Advances to such Foreign Subsidiary’s jurisdiction Subsidiary as provided herein. Upon the execution by the U.S. Borrower and delivery to the Administrative Agent of organization. Loans and Letters of Credit requested by a Foreign Subsidiary Borrower Termination with respect to any Foreign Subsidiary Borrower, such Foreign Subsidiary shall cease to be made or issued from the United States. If the Lenders and the Administrative Agent agree with the Borrower to add a Foreign Subsidiary Borrower hereto, and a party to this Agreement Agreement; provided that no Foreign Subsidiary Borrower Termination will become effective as to any Foreign Subsidiary Borrower (and the other Loan Documents, as relevant) shall be amended than to give effect to terminate such addition. All Lenders shall be required to make Loans to each Foreign Subsidiary Borrower’s right to make further Borrowings under this Agreement) at a time when any principal of or interest on any Loan to, subject to or any borrowing sublimits agreed to by Letter of Credit issued for the Borroweraccount of, the applicable Foreign Subsidiary Borrower, the Administrative Agent, and the Lenders. Each such Foreign Subsidiary Borrower shall be required to deliver, among other things (and in each case in form, scope and substance acceptable to the Administrative Agent and the Lenders), (a) amendments, joinders and other documents required by the Administrative Agent and the Lenders to give such Foreign Subsidiary Borrower the ability to receive extensions of credit hereunder, (b) collateral documents made by such Foreign Subsidiary Borrower in favor of the Administrative Agent, (c) resolutions, charter documents, incumbency certificates, opinions of counsel and other documents outstanding hereunder or information, as may be required by the Administrative Agent and the Lenders (including without limitation, information necessary to evaluate (i) any withholding tax that may arise in respect of any Loans made to or Letters of Credit issued on behalf of such Foreign Subsidiary, and (ii) the manner in Ancillary Facility under which Ancillary Loans may be made available to such Foreign Subsidiary, including in Dollars or the requested Agreed Currency), (d) promissory notes signed by such Subsidiary Borrower has not been previously terminated. Promptly following receipt of any Foreign Subsidiary Borrower to the extent any Lender so requires, and (e) information required under “know your customer”, anti-money laundering Agreement or similar regulations to which such Lender is subject. No Foreign Subsidiary Borrower shall be joined hereto if (x) a violation of applicable law would result therefrom or (y) any Lender or Termination, the Administrative Agent objects shall send a copy thereof to any adverse change in tax treatment that would result therefrom (including, without limitation, the payment of any tax gross-up or the accrual of any withholding tax). In addition, extensions of credit and other financial accommodations from the United States into the applicable jurisdiction must be permitted under applicable law. The Borrower and each Guarantor of Payment shall guaranty the Obligations of each such Foreign Subsidiary Borrower on terms and conditions acceptable to the Administrative Agent and the Lenders. Each Foreign Subsidiary that is or becomes a Foreign Subsidiary Borrower hereby irrevocably appoints the Borrower as its agent for all purposes relevant to this Agreement and each related document, including service of processLender.

Foreign Subsidiary Borrowers. The (a) Subject to the consent of the Administrative Agent, the Parent Borrower from time to time may request in writing that one or more of its Foreign Subsidiaries become borrowers hereunder with the ability to request and receive Loans and Letters of Credit (each, a “designate any Foreign Subsidiary Borrower”). Each of the Parent Borrower as a Foreign Subsidiary Borrower by delivery to the Administrative Agent of a Borrowing Subsidiary Agreement executed by such request Foreign Subsidiary, the Parent Borrower and the Administrative Agent and upon such delivery such Foreign Subsidiary shall for all purposes of this Agreement be a Foreign Subsidiary Borrower and a party to this Agreement until the Parent Borrower shall have executed and delivered to the Administrative Agent. The Administrative Agent a Borrowing Subsidiary Termination with respect to such Subsidiary, whereupon such Subsidiary shall promptly circulate each such request cease to the Lenders. Each Lender shall notify the Administrative Agent and the Borrower be a Foreign Subsidiary Borrower; provided, however, that no later than 20 days after its receipt of such request as to whether the applicable Foreign Subsidiary may become a party hereto be designated as a Foreign Subsidiary Borrower. No Borrower if any Lender may not lend to such Foreign Subsidiary shall (whether due to such Lender’s internal policy or any legal or regulatory restrictions applicable to such Lender) and other arrangements have not been made that are reasonably acceptable to such Lender. Notwithstanding the preceding sentence, no Borrowing Subsidiary Termination will become a effective as to any Foreign Subsidiary Borrower unless approved in writing by all at a time when any Foreign Borrower Obligations of the Lenders and the Administrative Agent. Any Lender that fails to respond to such a request shall be deemed to have rejected the joinder of such Foreign Subsidiary Borrower hereto. Each of the Administrative Agent and each Lender may request from the Borrower certain information in respect of such a Foreign Subsidiary in order to make such decision, including, without limitation, such Foreign Subsidiary’s jurisdiction of organization. Loans and Letters of Credit requested by a Foreign Subsidiary Borrower shall be made or issued from the United States. If the Lenders and the Administrative Agent agree with the Borrower to add a Foreign Subsidiary Borrower hereto, this Agreement (and the other Loan Documents, as relevant) shall be amended to give effect to such addition. All Lenders shall be required to make Loans to each Foreign Subsidiary Borrower, subject to any borrowing sublimits agreed to by the Borrower, the applicable Foreign Subsidiary Borrower, the Administrative Agent, and the Lenders. Each such Foreign Subsidiary Borrower shall be required to deliver, among other things (and in each case in form, scope and substance acceptable to the Administrative Agent and the Lenders), (a) amendments, joinders and other documents required by the Administrative Agent and the Lenders to give such Foreign Subsidiary Borrower the ability to receive extensions of credit hereunder, (b) collateral documents made by such Foreign Subsidiary Borrower in favor of the Administrative Agent, (c) resolutions, charter documents, incumbency certificates, opinions of counsel and other documents outstanding hereunder or information, as may be required by the Administrative Agent and the Lenders (including without limitation, information necessary to evaluate (i) any withholding tax that may arise in respect of any Loans made to or Letters of Credit issued on behalf for the account of such Foreign Subsidiary, and (ii) the manner in which Loans may be made available to such Foreign Subsidiary, including in Dollars or the requested Agreed Currency), (d) promissory notes signed by such Foreign Subsidiary Borrower to the extent any Lender so requires, and (e) information required under “know your customer”, anti-money laundering or similar regulations to which such Lender is subject. No Foreign Subsidiary Borrower shall be joined hereto if outstanding (x) which shall not have been cash collateralized in a violation of applicable law would result therefrom or (y) any Lender or manner satisfactory to the Administrative Agent objects Agent), provided that such Borrowing Subsidiary Termination shall be effective to any adverse change in tax treatment that would result therefrom (including, without limitation, the payment of any tax gross-up or the accrual of any withholding tax). In addition, extensions of credit and other financial accommodations from the United States into the applicable jurisdiction must be permitted under applicable law. The Borrower and each Guarantor of Payment shall guaranty the Obligations of each terminate such Foreign Subsidiary Borrower on terms and conditions acceptable Borrower’s right to the Administrative Agent and the Lenders. Each Foreign Subsidiary that is or becomes a Foreign Subsidiary Borrower hereby irrevocably appoints the Borrower as its agent for all purposes relevant to this Agreement and each related document, including service of processmake further borrowings hereunder.

Foreign Subsidiary Borrowers. The On or after the Effective Date, the U.S. Borrower from time to time may request in writing that one or more of its Foreign Subsidiaries become borrowers hereunder with the ability to request and receive Loans and Letters of Credit (each, a “designate any Foreign Subsidiary Borrower”). Each such request shall be delivered to the Administrative Agent. The Administrative Agent shall promptly circulate each such request to the Lenders. Each Lender shall notify the Administrative Agent and the Borrower no later than 20 days after its receipt of such request as to whether the applicable Foreign that is a Wholly-Owned Subsidiary may become a party hereto as a Foreign Subsidiary Borrower. No Foreign Subsidiary shall become Borrower by delivery to the Administrative Agent of a Foreign Subsidiary Borrower unless approved in writing Agreement executed by all of the Lenders and the Administrative Agent. Any Lender that fails to respond to such a request shall be deemed to have rejected the joinder of such Foreign Subsidiary Borrower heretoand the U.S. Borrower. Each such designation shall specify whether such Foreign Subsidiary shall be entitled (i) to obtain Revolving Loans and/or (ii) to request the creation of Ancillary Facilities under Section 2.21, and each such designation shall be subject to the consent of the Administrative Agent and each Lender may request from the Borrower certain information in respect of such a (which consent shall not unreasonably be withheld), provided that no Foreign Subsidiary Borrower Agreement shall become effective as to any Foreign Subsidiary if it shall be unlawful for such Foreign Subsidiary to become a Borrower hereunder or for any Lender participating in order Advances to such Foreign Subsidiary to make such decision, including, without limitation, Advances to such Foreign Subsidiary’s jurisdiction Subsidiary as provided herein. Upon the execution by the U.S. Borrower and delivery to the Administrative Agent of organization. Loans and Letters of Credit requested by a Foreign Subsidiary Borrower Termination with respect to any Foreign Subsidiary Borrower, such Foreign Subsidiary shall cease to be made or issued from the United States. If the Lenders and the Administrative Agent agree with the Borrower to add a Foreign Subsidiary Borrower hereto, and a party to this Agreement Agreement; provided that no Foreign Subsidiary Borrower Termination will become effective as to any Foreign Subsidiary Borrower (and the other Loan Documents, as relevant) shall be amended than to give effect to terminate such addition. All Lenders shall be required to make Loans to each Foreign Subsidiary Borrower's right to make further Borrowings under this Agreement) at a time when any principal of or interest on any Loan to, subject to or any borrowing sublimits agreed to by Letter of Credit issued for the Borroweraccount of, the applicable Foreign Subsidiary Borrower, the Administrative Agent, and the Lenders. Each such Foreign Subsidiary Borrower shall be required to deliver, among other things (and in each case in form, scope and substance acceptable to the Administrative Agent and the Lenders), (a) amendments, joinders and other documents required by the Administrative Agent and the Lenders to give such Foreign Subsidiary Borrower the ability to receive extensions of credit hereunder, (b) collateral documents made by such Foreign Subsidiary Borrower in favor of the Administrative Agent, (c) resolutions, charter documents, incumbency certificates, opinions of counsel and other documents outstanding hereunder or information, as may be required by the Administrative Agent and the Lenders (including without limitation, information necessary to evaluate (i) any withholding tax that may arise in respect of any Loans made to or Letters of Credit issued on behalf of such Foreign Subsidiary, and (ii) the manner in Ancillary Facility under which Ancillary Loans may be made available to such Foreign Subsidiary, including in Dollars or the requested Agreed Currency), (d) promissory notes signed by such Subsidiary Borrower has not been previously terminated. Promptly following receipt of any Foreign Subsidiary Borrower to the extent any Lender so requires, and (e) information required under “know your customer”, anti-money laundering Agreement or similar regulations to which such Lender is subject. No Foreign Subsidiary Borrower shall be joined hereto if (x) a violation of applicable law would result therefrom or (y) any Lender or Termination, the Administrative Agent objects shall send a copy thereof to any adverse change in tax treatment that would result therefrom (including, without limitation, the payment of any tax gross-up or the accrual of any withholding tax). In addition, extensions of credit and other financial accommodations from the United States into the applicable jurisdiction must be permitted under applicable law. The Borrower and each Guarantor of Payment shall guaranty the Obligations of each such Foreign Subsidiary Borrower on terms and conditions acceptable to the Administrative Agent and the Lenders. Each Foreign Subsidiary that is or becomes a Foreign Subsidiary Borrower hereby irrevocably appoints the Borrower as its agent for all purposes relevant to this Agreement and each related document, including service of processLender.

Foreign Subsidiary Borrowers. The (a) Subject to the consent of the Administrative Agent, the Parent Borrower from time to time may request in writing that one or more of its Foreign Subsidiaries become borrowers hereunder with the ability to request and receive Loans and Letters of Credit (each, a “designate any Foreign Subsidiary Borrower”). Each of the Parent Borrower as a Foreign Subsidiary Borrower under the Global Revolving Facility by delivery to the Administrative Agent of a Borrowing Subsidiary Agreement executed by such request Subsidiary, the Parent Borrower and the Administrative Agent and upon such delivery such Subsidiary shall for all purposes of this Agreement be a Foreign Subsidiary Borrower under the Global Revolving Facility and a party to this Agreement until the Parent Borrower shall have executed and delivered to the Administrative Agent. The Administrative Agent shall promptly circulate each a Borrowing Subsidiary Termination with respect to such request to the Lenders. Each Lender shall notify the Administrative Agent and the Borrower no later than 20 days after its receipt of Subsidiary, whereupon such request as to whether the applicable Foreign Subsidiary may become a party hereto as a Foreign Subsidiary Borrower. No Foreign Subsidiary shall become cease to be a Foreign Subsidiary Borrower unless approved under the Global Revolving Facility. Notwithstanding the preceding sentence, (i) no Canadian Borrower (as defined in writing by all Schedule 1.7) may request Global Revolving Loans or other extensions of the Lenders credit hereunder from any Lender other than a Canadian Lender and the Administrative Agent. Any Lender that fails (ii) no such Borrowing Subsidiary Termination will become effective as to respond to such a request shall be deemed to have rejected the joinder of such any Foreign Subsidiary Borrower hereto. Each under the Global Revolving Facility at a time when any Obligations of the Administrative Agent and each Lender may request from the Borrower certain information in respect of such a Foreign Subsidiary in order to make such decision, including, without limitation, such Foreign Subsidiary’s jurisdiction of organization. Loans and Letters of Credit requested by a Foreign Subsidiary Borrower shall be made or issued from the United States. If the Lenders and the Administrative Agent agree with the Borrower to add a Foreign Subsidiary Borrower hereto, this Agreement (and the other Loan Documents, as relevant) shall be amended to give effect to such addition. All Lenders shall be required to make Loans to each Foreign Subsidiary Borrower, subject to any borrowing sublimits agreed to by the Borrower, the applicable Foreign Subsidiary Borrower, the Administrative Agent, and the Lenders. Each such Foreign Subsidiary Borrower shall be required to deliver, among other things (and in each case in form, scope and substance acceptable to the Administrative Agent and the Lenders), (a) amendments, joinders and other documents required by the Administrative Agent and the Lenders to give such Foreign Subsidiary Borrower the ability to receive extensions of credit hereunder, (b) collateral documents made by such Foreign Subsidiary Borrower in favor of the Administrative Agent, (c) resolutions, charter documents, incumbency certificates, opinions of counsel and other documents outstanding thereunder or information, as may be required by the Administrative Agent and the Lenders (including without limitation, information necessary to evaluate (i) any withholding tax that may arise in respect of any Loans made to or Letters of Credit issued on behalf for the account of such Foreign Subsidiary, and (ii) the manner in which Loans may be made available to such Foreign Subsidiary, including in Dollars or the requested Agreed Currency), (d) promissory notes signed by such Foreign Subsidiary Borrower to the extent any Lender so requires, and (e) information required under “know your customer”, anti-money laundering or similar regulations to which such Lender is subject. No Such Foreign Subsidiary Borrower shall be joined hereto if outstanding (x) which shall not have been cash collateralized in a violation manner consistent with the terms of applicable law would result therefrom or (y) any Lender or the Administrative Agent objects Section 2.5(f)), provided that such Borrowing Subsidiary Termination shall be effective to any adverse change in tax treatment that would result therefrom (including, without limitation, the payment of any tax gross-up or the accrual of any withholding tax). In addition, extensions of credit and other financial accommodations from the United States into the applicable jurisdiction must be permitted under applicable law. The Borrower and each Guarantor of Payment shall guaranty the Obligations of each terminate such Foreign Subsidiary Borrower on terms and conditions acceptable Borrower's right to make further borrowings under the Administrative Agent and the Lenders. Each Foreign Subsidiary that is or becomes a Foreign Subsidiary Borrower hereby irrevocably appoints the Borrower as its agent for all purposes relevant to this Agreement and each related document, including service of processGlobal Revolving Facility.

Foreign Subsidiary Borrowers. The Borrower from time to time may request in writing that one or more of its Foreign Subsidiaries become borrowers hereunder with the ability to request and receive Loans and Letters of Credit (each, a “Foreign Subsidiary Borrower”). Each such request shall be delivered a) Subject to the Administrative Agent. The Administrative Agent shall promptly circulate consent of each such request to the Lenders. Each Lender shall notify of the Administrative Agent and the Global Revolving Lenders (such consent not to be unreasonably withheld, delayed or conditioned), the Parent Borrower no later than 20 days after its receipt of such request as to whether the applicable may designate any Foreign Subsidiary may become a party hereto of the Parent Borrower as a Foreign Subsidiary Borrower. No Borrower under the Global Revolving Facility by delivery to the Administrative Agent of a Borrowing Subsidiary Agreement, executed by each of such Foreign Subsidiary shall become a Foreign Subsidiary Subsidiary, the Parent Borrower unless approved in writing by all of the Lenders and the Administrative Agent. Any Lender that fails to respond to , and, upon such a request shall be deemed to have rejected the joinder of delivery, such Foreign Subsidiary Borrower hereto. Each shall, for all purposes of the Administrative Agent and each Lender may request from the Borrower certain information in respect of such a Foreign Subsidiary in order to make such decision, including, without limitation, such Foreign Subsidiary’s jurisdiction of organization. Loans and Letters of Credit requested by a Foreign Subsidiary Borrower shall be made or issued from the United States. If the Lenders and the Administrative Agent agree with the Borrower to add a Foreign Subsidiary Borrower hereto, this Agreement (and the other Loan Documents, as relevant) thereafter be a Foreign Subsidiary Borrower under the Global Revolving Facility and a party to this Agreement, until the Parent Borrower shall be amended have executed and delivered to give effect the Administrative Agent a Borrowing Subsidiary Termination with respect to such addition. All Foreign Subsidiary, whereupon such Foreign Subsidiary shall cease to be a Foreign Subsidiary Borrower under the Global Revolving Facility; provided, that, (i) no such consent of the Administrative Agent and/or the Global Revolving Lenders shall be required with respect to the designation of an Eligible Foreign Subsidiary as a Foreign Subsidiary Borrower under the Global Revolving Facility pursuant to this clause (a), and (ii) in any event, no Borrowing Subsidiary Agreement shall become effective with respect to any Eligible Foreign Subsidiary (A) unless the Administrative Agent and each Global Revolving Lender shall have (I) completed all “know your customer” due diligence in relation to such Eligible Foreign Subsidiary, (II) received the documentation and other information requested by the Administrative Agent or any of the Global Revolving Lenders in order to comply with applicable Law, including the PATRIOT Act, Sanctions, the FCPA, the UK Bribery Act 2010, and any applicable European Union or German act(s) and/or ordinance(s), such as the German Anti-Money-Laundering-Act (“Geldwäschegesetz”) and the German Foreign Trade Ordinance (“AuBenwirtschaftsverornung”), and (III) received, to the extent that such Eligible Foreign Subsidiary qualifies as a “legal entity customer” under the Beneficial Ownership Regulation and to the extent requested by the Administrative Agent and/or any of the Global Revolving Lenders, a Beneficial Ownership Certification in relation to such Eligible Foreign Subsidiary, (B) if it is unlawful under any applicable Law for the Administrative Agent or any of the Global Revolving Lenders to make Loans any credit extension(s) under this Agreement to each such Eligible Foreign Subsidiary, or to otherwise extend credit to, or do business with, such Eligible Foreign Subsidiary Borroweras required by this Agreement, subject and (C) if the Administrative Agent or any of the Global Revolving Lenders are restricted by operational or administrative procedures or other applicable internal 131 policies from extending credit under this Agreement to Persons in the jurisdiction in which such Eligible Foreign Subsidiary is located or domiciled. Notwithstanding anything to the contrary in the preceding sentence, no such Borrowing Subsidiary Termination will become effective as to any borrowing sublimits agreed to by the Borrower, the applicable Foreign Subsidiary Borrower, Borrower under the Administrative Agent, and the Lenders. Each Global Revolving Facility at a time when any Obligations of such Foreign Subsidiary Borrower shall be required to deliver, among other things (and in each case in form, scope and substance acceptable to the Administrative Agent and the Lenders), (a) amendments, joinders and other documents required by the Administrative Agent and the Lenders to give such Foreign Subsidiary Borrower the ability to receive extensions of credit hereunder, (b) collateral documents made by such Foreign Subsidiary Borrower in favor of the Administrative Agent, (c) resolutions, charter documents, incumbency certificates, opinions of counsel and other documents outstanding thereunder or information, as may be required by the Administrative Agent and the Lenders (including without limitation, information necessary to evaluate (i) any withholding tax that may arise in respect of any Loans made to or Letters of Credit issued on behalf for the account of such Foreign Subsidiary, and (ii) the manner in which Loans may be made available to such Foreign Subsidiary, including in Dollars or the requested Agreed Currency), (d) promissory notes signed by such Foreign Subsidiary Borrower to the extent any Lender so requires, and (e) information required under “know your customer”, anti-money laundering or similar regulations to which such Lender is subject. No Foreign Subsidiary Borrower shall be joined hereto if outstanding (x) which shall not have been cash collateralized in a violation manner consistent with the terms of applicable law would result therefrom or (y) any Lender or the Administrative Agent objects Section 2.5(j)); provided, that, such Borrowing Subsidiary Termination shall be effective to any adverse change in tax treatment that would result therefrom (including, without limitation, the payment of any tax gross-up or the accrual of any withholding tax). In addition, extensions of credit and other financial accommodations from the United States into the applicable jurisdiction must be permitted under applicable law. The Borrower and each Guarantor of Payment shall guaranty the Obligations of each terminate such Foreign Subsidiary Borrower on terms and conditions acceptable Borrower’s right to make further borrowings under the Administrative Agent and the Lenders. Each Foreign Subsidiary that is or becomes a Foreign Subsidiary Borrower hereby irrevocably appoints the Borrower as its agent for all purposes relevant to this Agreement and each related document, including service of processGlobal Revolving Facility.